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As filed with the Securities and Exchange Commission on February 14, 2000
Registration No. 333-94821
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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 (I.R.S. Employer Identification
of incorporation or organization) No.)
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)
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Mr. Charles C. Green, III
Executive Vice President
and Chief Financial Officer
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)
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Copies to:
Stephen L. Burns, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
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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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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PROSPECTUS
CROWN CASTLE INTERNATIONAL CORP.
From time to time, the selling securityholders identified under the "Selling
Securityholders" section of this prospectus may offer and sell, by using this
prospectus, an indeterminate number of the following:
.shares of our 8 1/4% series A and series B convertible preferred
stock;
.warrants to purchase our common stock; and
. shares of common stock issued upon conversion of the convertible
preferred stock, as dividend payments in respect of the convertible
preferred stock and upon exercise of the warrants.
The convertible preferred stock and warrants described in this prospectus
were initially issued by us in a private placement to a wholly owned subsidiary
of GE Capital on November 19, 1999. 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 securities may be sold directly to investors, through agents designated
from time to time or to or through underwriters or dealers. See the "Plan of
Distribution" section of this prospectus. 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.
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 February 14, 2000.
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TABLE OF CONTENTS
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Page
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WHERE YOU CAN FIND MORE INFORMATION...................................... 1
INCORPORATION OF INFORMATION WE FILE WITH THE SEC........................ 1
FORWARD-LOOKING STATEMENTS............................................... 3
THE COMPANY.............................................................. 4
USE OF PROCEEDS.......................................................... 4
RATIO OF EARNINGS TO FIXED CHARGES....................................... 5
PRICE RANGE OF COMMON STOCK.............................................. 5
DIVIDEND POLICY.......................................................... 6
DESCRIPTION OF SERIES A AND SERIES B 8 1/4% CUMULATIVE CONVERTIBLE
REDEEMABLE PREFERRED STOCK.............................................. 7
DESCRIPTION OF WARRANTS.................................................. 12
DESCRIPTION OF CAPITAL STOCK............................................. 15
DESCRIPTION OF REGISTRATION RIGHTS....................................... 23
SELLING SECURITYHOLDERS.................................................. 24
PLAN OF DISTRIBUTION..................................................... 25
VALIDITY OF SECURITIES................................................... 25
EXPERTS.................................................................. 26
</TABLE>
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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:
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
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,
1998.
(2) Our Quarterly Report on Form 10-Q for the three months ended March 31,
1999.
(3) Our Quarterly Report on Form 10-Q for the three months ended June 30,
1999.
(4) Our Quarterly Report on Form 10-Q for the three months ended September
30, 1999.
(5) Our Current Report on Form 8-K dated March 8, 1999.
(6) Our Current Report on Form 8-K dated March 15, 1999.
(7) Our Current Report on Form 8-K dated March 31, 1999.
(8) Our Current Report on Form 8-K dated June 9, 1999, as amended by our
current report on Form 8-K/A dated June 9, 1999.
(9) Our Current Report on Form 8-K dated July 12, 1999.
(10) Our Current Report on Form 8-K dated July 22, 1999.
(11) Our Current Report on Form 8-K dated September 14, 1999.
(12) Our Current Report on Form 8-K dated November 7, 1999.
(13) Our Current Report on Form 8-K dated November 19, 1999.
(14) The description of our common stock and warrants contained in the
Registration Statement on Form S-3, as amended (File No. 333-83395),
filed on July 21, 1999.
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We also incorporate by reference in this prospectus each of the following
documents that we will file with the SEC after the date of the initial filing
of this registration statement and prior to the time we 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 shareholders
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.
Unless the context requires otherwise, all references in this prospectus to
"this prospectus" include documents incorporated by reference into this
prospectus.
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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 success or failure
of our efforts to implement our business strategy.
We assume no obligation to update publicly any forward-looking statements,
whether as a result of new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking events
discussed in or incorporated by reference in this prospectus might not occur.
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THE COMPANY
We are a leading owner and operator of towers and transmission networks for
wireless communications and broadcast companies. Our customers currently
include many of the world's major wireless communications and broadcast
companies, including Bell Atlantic Mobile, BellSouth Mobility, AT&T Wireless,
Nextel, GTE Wireless and the British Broadcasting Corporation.
Our strategy is to use our leading domestic and international position to
capture the growing opportunities to consolidate ownership of existing towers
and to build new towers 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 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 two main businesses are leasing antenna space on wireless and broadcast
towers that can accommodate multiple tenants and operating networks that
transmit analog and digital broadcast signals, or broadcast transmission
networks. We also provide related services to our customers. 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 new tower construction.
Our primary business in the United States is the leasing of antenna space to
wireless carriers. After completion of the recent and proposed transactions we
describe in this prospectus or the documents incorporated by reference in this
prospectus, we will have 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. 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. We now have nationwide broadcast and
wireless coverage in the United Kingdom.
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
The selling securityholders will receive all of the net proceeds from the
sale of the securities pursuant to this prospectus. Proceeds from the sale of
common stock by the depositary referred to in the "Selling Securityholders"
section of this prospectus will be remitted to the holders of the series A
convertible preferred stock. See "Description of Series A and Series B 8 1/4%
Cumulative Convertible Redeemable Preferred Stock" and "Selling
Securityholders."
We will not receive any of the proceeds from the sale of the securities by
the selling securityholders.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our consolidated ratio of earnings to fixed
charges, the deficiency of our consolidated earnings to cover fixed charges,
our consolidated ratio of earnings to combined fixed charges and preferred
stock dividends and the deficiency of our consolidated earnings to cover
combined fixed charges and preferred stock dividends for the periods indicated.
<TABLE>
<CAPTION>
Nine Months
Years Ended December 31, Ended
------------------------------ September 30,
1995 1996 1997 1998 1999
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(in thousands of dollars)
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges.......................... -- -- -- -- --
Deficiency of Earnings to Cover
Fixed Charges.................... $ 21 $ 947 $10,755 $37,802 $59,935
Ratio of Earnings to Combined
Fixed Charges and Preferred Stock
Dividends........................ -- -- -- -- --
Deficiency of Earnings to Cover
Combined Fixed Charges and
Preferred Stock Dividends........ $ 21 $ 947 $12,954 $43,213 $79,781
</TABLE>
For purposes of computing the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends, earnings
represent income (loss) before income taxes, minority interests, fixed charges
and equity in earnings (losses) of unconsolidated affiliates. Fixed charges
consist of interest expense, the interest component of operating leases and
amortization of deferred financing costs.
PRICE RANGE OF COMMON STOCK
Our common stock is listed and traded on The Nasdaq National Market under
the symbol "TWRS." The following table sets forth for the periods indicated the
high and low sale prices of our common stock as reported by Nasdaq:
<TABLE>
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High Low
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1998
Third Quarter.................................................. $13.31 $ 6.00
Fourth Quarter................................................. 23.50 9.87
1999
First Quarter.................................................. $23.50 $16.63
Second Quarter................................................. 21.50 16.38
Third Quarter.................................................. 25.50 14.69
Fourth Quarter................................................. 33.50 15.44
2000
First Quarter (through February 10, 2000)...................... $40.13 $28.19
</TABLE>
On February 10, 2000, the last reported sale price of the common stock as
reported by Nasdaq was $39.94 per share. As of February 10, 2000, there were
approximately 448 registered holders of record of our common stock.
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DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock and do
not anticipate paying cash dividends on our common stock in the foreseeable
future. It is our current policy to retain earnings to finance the expansion of
our operations. Future declaration and payment of dividends, if any, will be
determined in light of the then-current conditions, including:
. our earnings;
. our operations;
. our capital requirements;
. our financial condition; and
. other factors deemed relevant by our board of directors.
In addition, our ability to pay dividends is limited by the terms of our
debt instruments and the terms of the certificate of designations in respect of
our exchangeable preferred stock and convertible preferred stock. See
"Description of Series A and Series B 8 1/4% Cumulative Convertible Redeemable
Preferred Stock" and "Description of Capital Stock."
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DESCRIPTION OF SERIES A AND SERIES B 8 1/4% CUMULATIVE CONVERTIBLE REDEEMABLE
PREFERRED STOCK
The following summary of the series A and series B convertible preferred
stock and the certificate of designations relating to the series A and series B
convertible preferred stock is not complete and is qualified in its entirety by
reference to our restated certificate of incorporation and the certificate of
designations. Except as described herein or in the certificate of designations,
the series A and series B convertible preferred stock have identical terms.
General
The convertible preferred stock has a liquidation preference of $1,000 per
share, or $200,000,000 for all shares, and is convertible, at the option of the
holder, in whole or in part, into shares of our common stock. The number of
shares of common stock into which each convertible preferred share is
convertible is determined by dividing the liquidation preference per share of
convertible preferred stock by the conversion rate of $26.875. The conversion
rate is subject to adjustment in some cases. See "--Adjustments" below. The
right to convert a share of the convertible preferred stock called for
redemption or repurchase by us will terminate at the end of the business day
immediately preceding this redemption date or time of repurchase.
Automatic Conversion to Series B Convertible Preferred Stock
Shares of the series A convertible preferred stock will only be issued to
entities directly or indirectly controlled by General Electric Company. Each
share of series A convertible preferred stock shall automatically convert into
one share of series B convertible preferred stock upon a sale or other transfer
of such share of series A convertible preferred stock to a party other than an
entity that is directly or indirectly controlled by General Electric Company.
Therefore, purchasers of shares of series A convertible preferred stock that
are not controlled by General Electric Company will be issued shares of series
B convertible preferred stock.
Conversion to Common Stock
In order to convert all or any of the shares of convertible preferred stock
into shares of common stock, the holder must deliver to us (1) a certificate or
certificates representing the share or shares of convertible preferred stock to
be converted and (2) a duly signed notice of conversion. As soon as is
practicable thereafter, we will issue to our transfer agent (1) a certificate
or certificates evidencing the number of shares of our common stock to be
issuable upon conversion and (2) in the event the holder converts less than the
full amount of convertible preferred stock held by such holder, a new
certificate evidencing the remaining number of shares of convertible preferred
stock held by such holder following conversion. We will not issue fractional
shares of common stock upon conversion of the convertible preferred stock.
Instead, we will pay the holder cash in an amount equal to (1) the fraction of
the share of our common stock that would otherwise be issued multiplied by (2)
the current market price of our common stock on the conversion date.
Adjustments
The conversion rate and number of shares of common stock issuable upon
conversion of each share of convertible preferred stock are subject to
adjustment based upon formulas contained in the certificate of designations
upon the occurrence of the following events:
(1) the payment by us of dividends or other distributions on our common
stock, including dividends or distributions payable in shares of our common
stock or our other capital stock;
(2) subdivisions, combinations and certain reclassifications of our
common stock;
(3) the issuance to all or substantially all holders of our common stock
of rights, options or warrants to subscribe for or purchase shares of
common stock for a consideration per share which is less than the current
market price per share of our common stock on the date of issuance;
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(4) the issuance to all or substantially all holders of our common stock
of any evidence of indebtedness or our other securities (excluding cash and
those securities referred to in clause (3) above) or securities of any of
our subsidiaries or any other assets (including securities but excluding
those securities referred to in clauses (1)-(3) above);
(5) the issuance to all or substantially all holders of common stock of
shares of our common stock for a consideration per share which is less than
the current market price per share of common stock on the date of issuance;
(6) the issuance to all or substantially all holders of our common stock
of any securities convertible or exercisable into or exchangeable for
common stock (other than the convertible preferred stock, the warrants
issued in connection with the convertible preferred stock or securities
described in clauses (3)-(5) above) for a consideration per share of common
stock initially deliverable upon conversion, exchange or exercise of such
securities less than the current market price per share of common stock on
the date of issuance;
(7) a "triggering distribution" to all or substantially all holders of
our common stock of cash in an aggregate amount that, together with all
other cash distributions made to all or substantially all holders of our
common stock within the preceding 12 months, exceeds 7.5% of an amount
equal to (x) the current market price per share of common stock on the
business day before the triggering distribution, multiplied by (y) the
number of shares of common stock outstanding on such date; and
(8) certain other events specified in the certificate of designations.
No adjustment in the exercise price will be required upon the occurrence of
the following events:
(1) issuances to satisfy our obligations to Telediffusion de France,
which we refer to as TdF, in connection with TdF's anti-dilution rights
under the governance agreement among us, TdF and certain of our
subsidiaries, except to the extent that an adjustment was made in
connection with the issuance that triggered these rights;
(2) the issuance of common stock or rights, options or warrants to
subscribe for or purchase shares of common stock to persons who are not our
affiliates as consideration for the acquisition of stock or assets to be
used in our principal business or any ancillary or related business;
(3) the issuance of rights to purchase common stock pursuant to a plan
for reinvestment of dividends or interest;
(4) any change in par value of our common stock;
(5) the issuance of common stock to our employees under bona fide
employee benefit plans;
(6) the issuance of common stock in a bona fide underwritten public
offering;
(7) the issuance of common stock in connection with an acquisition of
all or any portion of a business as a going concern in an arm's length
transaction between us and an unaffiliated third party; or
(8) the conversion of the convertible preferred stock or the conversion,
exchange or exercise of securities convertible or exchangeable into common
stock, the issuance of which was otherwise covered in the paragraph above.
No adjustment in the conversion price will be required unless the adjustment
would require an increase or decrease of at least one percent in the conversion
price; provided, however, that any adjustment which is not made as a result of
this paragraph will be carried forward and taken into account in any subsequent
adjustment.
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
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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 amount of shares of common stock into which each share of series
A convertible preferred stock is convertible on the record date of such vote
or, if no record date, the date that any written consent of holders of common
stock is solicited.
The series B convertible preferred stock has no voting rights, except as
required by law and as specified in the certificate of designations.
If we fail to meet certain of our obligations under the certificate of
designations, the holders of the convertible preferred stock will have the
right to elect two additional members to our board of directors.
The holders of the convertible preferred stock, subject to certain
limitations, have veto power over specified significant corporate actions that
we may take with respect to the convertible preferred stock and the rights of
the holders of the convertible preferred stock.
Dividends
Dividends on the convertible preferred stock are paid on each March 15, June
15, September 15 and December 15 of each year commencing December 15, 1999 at a
fixed rate of 8 1/4% per annum. Dividends on the convertible preferred stock
can be paid at our option in cash, common stock or any combination of cash and
common stock. If we elect to pay dividends to holders of the series A
convertible preferred stock in whole or in part in common stock, the common
stock must be delivered to a depositary, pursuant to the terms of the
certificate of designations and depositary agreement. The depositary will
liquidate the shares and remit the proceeds to the holders of the series A
convertible preferred stock. See "Selling Securityholders." The holders of
series B convertible preferred stock will not have the benefit of this
depositary arrangement.
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 certain prices specified in the certificate of
designations.
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.
Amendment
From time to time, without the consent of the holders of the convertible
preferred stock, we may amend the certificate of designations in order to cure
any defect or ambiguity or make any other such change provided
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that such change does not adversely affect the rights of the holders of the
convertible preferred stock or alter or change the rights, preferences or
privileges of the convertible preferred stock. We may not, without the
affirmative vote or consent of the holders of a majority of the then
outstanding shares of convertible preferred stock (1) amend the certificate of
designations in a manner that adversely affects the terms of the convertible
preferred stock or the rights of the holders of the convertible preferred
stock, (2) alter or change the rights, preferences or privileges of the
convertible preferred stock, (3) increase or decrease the authorized number of
shares of convertible preferred stock or issue shares of convertible preferred
stock other than to the then existing holders of the convertible preferred
stock or TdF or (4) amend or waive any provision of our certificate of
incorporation or bylaws in a manner that is adverse in any respect to the
holders of the convertible preferred stock. Any amendment or waiver may not,
without the consent of each holder of convertible preferred stock affected,
with respect to the shares of the convertible preferred stock (1) alter the
voting rights, (2) reduce the liquidation preference, (3) adversely alter the
dividend terms and payment dates, (4) waive a default or event of default with
respect to interest payments, (5) make any share of convertible preferred stock
payable in money other than U.S. dollars or (6) alter the provisions
certificate of designations relating to waivers and amendments.
Certain Covenants
Mergers, Consolidations, etc.
If we consolidate or merge with or into, or transfer or lease all or
substantially all of our assets to, any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision of them or
any other entity, which we refer to collectively as a person, the convertible
preferred stock shall immediately convert into the kind and amount of
securities, cash or other assets which holders of the convertible preferred
stock would have owned immediately after such transaction if they had converted
the shares of convertible preferred stock immediately prior to such
transaction.
We are not permitted to consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of our
properties or assets in one or more related transactions, to another person,
unless (1) we are the surviving corporation, in the case of a merger or
consolidation, or (2) the entity or person formed by or surviving such
consolidation or merger or to which the sale, assignment, transfer, lease
conveyance or other disposition shall have been made is a corporation organized
or existing under the laws of the United States, any state in the United States
or the District of Columbia.
In the event of any such consolidation, merger, sale, assignment, transfer,
lease, conveyance or other disposition, the agreement implementing such
consolidation, merger, sale, assignment, transfer, lease, conveyance or
disposition shall provide that the shares of convertible preferred stock are
converted into shares of such surviving entity or person. These shares shall
have, with respect to such surviving entity or person, as near as possible to
the same powers, preferences and relative, participating, optional or other
special rights that the convertible preferred stock had immediately prior to
such transaction.
Restricted Payments
We are not permitted to declare or pay any dividend on any outstanding
shares of convertible preferred stock during any dividend period (as defined in
the certificate of designations) unless all dividends for the preceding
dividend periods have been declared and paid on all outstanding shares of
convertible preferred stock. In the event that full dividends are not declared
and paid in each successive dividend period, then we are restricted from
issuing and making distributions on any shares of securities that rank equal
with or junior to the convertible preferred stock.
Amendment of Deposit Agreement and Registration Rights Agreement
We are not permitted to amend the deposit agreement or the registration
rights agreement entered into in connection with the November 1999 private
placement of convertible preferred stock and warrants to GE Capital without the
consent of the holders of at least 50% of the outstanding shares of convertible
preferred
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stock, excluding those shares held by us or any of our subsidiaries, unless
such amendment does not adversely affect the holders of such shares of
convertible common stock.
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 the senior
exchangeable preferred stock, 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 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.
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DESCRIPTION OF WARRANTS
The following summary of certain provisions of the warrant agreement dated
November 19, 1999 between us and United States Trust Company of New York, as
warrant agent, is not complete and is qualified in its entirety by reference to
all of the provisions of the warrant agreement.
General
The warrants entitle the holder, when exercised, to purchase 1,000,000
shares of our common stock, or shares of capital stock into or for which shares
of our common stock are convertible or exchangeable or exercisable, which we
refer to as common stock, from us at an exercise price of $26.875 per share.
The exercise price is subject to adjustment in certain cases. See "--
Adjustments" below.
The warrants may be exercised at any time in full or from time to time in
part until November 19, 2004 at the option of the holder. All warrants not
exercised by such date will expire and be void.
We are not required to issue fractional shares of common stock upon exercise
of the warrants. If any fraction of a share of common stock would, except for
the foregoing provision, be issuable upon the exercise of the warrants, we will
pay an amount in cash equal to (1) the current market price of our common stock
multiplied by (2) such fraction computed to the nearest whole cent less such
fraction of the exercise price.
Certain Terms
Exercise
In order to exercise all or any of the warrants, the holder must deliver to
the warrant agent (1) the related warrant certificate, (2) a completed and
executed copy of the form of election to purchase and (3) the exercise price.
The exercise price may only be paid without the exchange of any funds, where
the holder would receive that number of shares of common stock issuable upon
exercise of the warrants less the number of shares of common stock having a
fair market value at the time of exercise equal to the aggregate exercise price
that would have been paid had the holder paid such exercise price in cash. The
fair market value of the common stock will be equal to the greater of (1) the
difference between (x) the average closing price of the common stock as quoted
on the Nasdaq National Market for each of the 10 trading days immediately prior
to the exercise date and (y) the exercise price, and (2) zero.
No Rights as Stockholders
The holders of unexercised warrants are not entitled, by virtue of being
such holders, to receive dividends, to vote, to consent, to exercise any
preemptive rights or to receive notice as stockholders in respect of any
stockholders meeting for any purpose, or to exercise any other rights as a
stockholder.
Mergers, Consolidations, etc.
If we consolidate or merge with or into, or transfer or lease all or
substantially all of our assets to, any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision of them or
any other entity, which we refer to collectively as a person, the warrants
shall become immediately exercisable for the kind and amount of securities,
cash or other assets which warrant holders would have owned immediately after
such transaction if they had exercised the warrants immediately prior to such
transaction.
We are not permitted to consolidate or merge with or into, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of our
properties or assets in one or more related transactions, to
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another person, unless (1) we are the surviving corporation, in the case of a
merger or consolidation, or (2) the entity or person formed by or surviving
such consolidation or merger or to which the sale, assignment, transfer, lease,
conveyance or other disposition shall have been made is a corporation organized
or existing under the laws of the United States, any state in the United States
or the District of Columbia.
In the event of any such consolidation, merger, sale, assignment, transfer,
lease, conveyance or other disposition, the agreement implementing such
consolidation, merger, sale, assignment, transfer, lease, conveyance or
disposition shall provide that the warrants are converted into warrants of such
surviving entity or person. These warrants shall have, with respect to such
surviving entity or person, as near as possible to the same powers, preferences
and relative, participating, optional or other special rights that the warrant
had immediately prior to such transaction.
Adjustments
The exercise price and the number of shares of common stock issuable upon
exercise of the warrants are subject to adjustment based upon formulas
contained in the warrant agreement upon the occurrence of the following events:
(1) the payment by us of dividends or other distributions on our common
stock, including dividends or distributions payable in shares of our common
stock or our other capital stock;
(2) subdivisions, combinations and certain reclassifications of our
common stock;
(3) the issuance to all or substantially all holders of our common stock
of rights, options or warrants to subscribe for or purchase shares of
common stock, for a consideration per share which is less than the current
market price per share of our common stock on the date of issuance;
(4) the issuance to all or substantially all holders of our common stock
of any evidence of indebtedness or our other securities (excluding those
referred to in clause (3) above) or securities of any of our subsidiaries
or any other assets (including securities but excluding those securities
referred to in clauses (1)-(3) above);
(5) the issuance to all or substantially all holders of our common stock
of shares of common stock for a consideration per share which is less than
the current market price per share of common stock on the date of issuance;
(6) the issuance to all or substantially all holders of our common stock
of any securities convertible or exercisable into or exchangable for common
stock (other than the convertible preferred stock, the warrants issued in
connection with the convertible preferred stock or securities described in
clauses (3)-(5) above) for a consideration per share of common stock
initially deliverable upon conversion, exchange or exercise of such
securities less than the current market price per share of common stock on
the date of issuance;
(7) a "triggering distribution" to all or substantially all holders of
our common stock of cash in an aggregate amount that, together with all
other cash distributions made to all or substantially all holders of our
common stock within the preceding 12 months, exceeds 7.5% of an amount
equal to (x) the current market price per share of common stock on the
business day before the triggering distribution, multiplied by (y) the
number of shares of common stock outstanding on such date; and
(8) certain other events specified in the warrant agreement.
No adjustment in the exercise price will be required upon the occurrence of
the following events:
(1) issuances to satisfy our obligations to TdF in connection with TdF's
anti-dilution rights under the governance agreement among us, TdF and
certain of our subsidiaries, except to the extent that an adjustment was
made in connection with the issuance that triggered these rights;
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(2) the issuance of common stock or rights, options or warrants to
subscribe for or purchase shares of common stock to persons who are not our
affiliates as consideration for the acquisition of stock or assets to be
used in our principal business or any ancillary or related business;
(3) the issuance of rights to purchase common stock pursuant to a plan
for reinvestment of dividends or interest;
(4) any change in par value of our common stock;
(5) the issuance of common stock to our employees under bona fide
employee benefit plans;
(6) the issuance of common stock in a bona fide underwritten public
offering;
(7) the issuance of common stock in connection with an acquisition of
all or any portion of a business as a going concern in an arm's length
transaction between us and an unaffiliated third party; and
(8) the exercise of the warrants or the conversion or exchange of
securities convertible or exchangable into common stock, the issuance of
which was otherwise covered in the paragraph above.
No adjustment in the exercise price will be required unless the adjustment
would require an increase or decrease of at least one percent in the exercise
price; provided, however, that any adjustment which is not made as a result of
this paragraph will be carried forward and taken into account in any subsequent
adjustment.
Change of Control
Upon the occurrence of specified change of control events, each holder of
warrants will, if the current market price of our common stock as of the date
of such change of control is less than the exercise price, have a one time
option, exercisable at any time within ninety days following such change of
control event, to exercise all outstanding warrants into shares of common stock
at an adjusted exercise 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 warrant
holders in an amount equal to the current market price of such common stock
otherwise issuable.
Amendment
From time to time we and the warrant agent, without the consent of the
holders of the warrants, may amend or supplement the warrant agreement in order
to cure any defect or ambiguity or make any other such change provided that
such change does not adversely affect the rights of any holder of the warrants.
Any amendment or supplement to the warrant agreement that has a material
adverse effect on the interests of the holders of the warrants requires the
written consent of the holders of a majority of the then outstanding warrants,
excluding those held by us or any of our subsidiaries. The consent of each
warrant holder affected is required for any amendment by which the exercise
price would be increased or the number of shares of common stock issuable upon
exercise of the warrants would be decreased, other than in connection with
adjustments required by the warrant agreement.
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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 February 7, 2000 there are 146,859,846 shares of common stock
outstanding, 11,340,000 shares of Class A common stock outstanding,
226,745.3335 shares of 12 3/4% Senior Exchangeable Preferred Stock due 2010
outstanding and 200,000 shares of Series A 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 the senior convertible
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 senior convertible 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.
TdF, the holders of all the shares of Class A common stock, currently has
the right to elect two directors to our board of directors; however, if TdF's
ownership interest in us changes, so long as the ownership interest of the TdF
group 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),
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 TdF
group 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 TdF 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.
Senior Exchangeable Preferred Stock
Each share of senior 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 senior 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 senior 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
commencing March 15, 1999, 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 senior 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.
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Mandatory Redemption
We are required to redeem all of the shares of senior 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.
Optional Redemption
On or after December 15, 2003, we may redeem some or all of the shares of
senior 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
senior 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 senior exchangeable preferred
stock, together with accumulated and unpaid dividends.
Change of Control
Upon the occurrence of specified change of control events, we will be
required to make an offer to purchase any and all shares of senior 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 senior 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 senior exchangeable preferred stock ranks (1) senior to all our other
classes of capital stock established after the issue date of the senior
exchangeable preferred stock that do not expressly provide that they rank on
par with the senior 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
senior exchangeable preferred stock the terms of which provide that such class
or series will rank on par with the senior exchangeable preferred stock as to
dividends and distributions upon our liquidation, winding up and dissolution.
The senior exchangeable preferred stock ranks senior to our convertible
preferred stock and our common stock.
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
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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 shareholders to be held in 2000, another
class initially consisting of three directors was elected for a term expiring
at the annual meeting of stockholders to be held in 2000, and another class
initially consisting of four directors was elected for a term expiring at the
annual meeting of stockholders in 2001. 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.
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.
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
any of other corporation.
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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.
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 the TDF group and the
Berkshire group described in the paragraph below, 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.
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Each member of the TdF group will not otherwise be considered an acquiring
person if:
(a) during the first five years following the adoption of the rights
agreement, the aggregate ownership interest of the TdF group does not
exceed 25%, or 30% if the board so elects, of the outstanding voting
securities, or
(b) thereafter, the aggregate ownership interest of the TdF group does
not exceed the lesser of:
(1) 25% or 30%, as applicable, of the voting securities then
outstanding and
(2) the greater of the aggregate interest of the TdF group 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.
In addition, Bell Atlantic and GTE Wireless will not otherwise be deemed an
acquiring person to the extent they acquire shares of our common stock as
consideration for our purchase of towers from either of them.
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 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.
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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 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
21
<PAGE>
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, although the
stockholders may elect to exclude a corporation from the restrictions imposed
thereunder. Our certificate of incorporation does not exclude us from the
restrictions imposed under Section 203 of the Delaware General Corporation Law.
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 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 securities is ChaseMellon
Shareholder Services, L.L.C.
22
<PAGE>
DESCRIPTION OF REGISTRATION RIGHTS
The following summary of certain provisions of the registration rights
agreement dated November 19, 1999 among us, SFG-P Inc. and United States Trust
Company of New York is not complete and is qualified in its entirety by
reference to all of the provisions of the registration rights agreement.
The registration rights agreement requires us to (1) file and have declared
effective a registration statement covering the resale of the transfer
restricted securities (as defined below) and (2) have this registration
statement remain effective until the time by which all of the transfer
restricted securities have been sold under this registration statement or the
time there ceases to be any transfer restricted securities. Upon the occurrence
of specified registration defaults, we will be obligated to pay additional
dividends with respect to the transfer restricted securities. The registration
rights agreement defines "transfer restricted securities" as each of the
convertible preferred stock, the warrants and the common stock covered by the
registration statement of which this prospectus forms a part but only if such
security is held by (1) an entity that is directly or indirectly controlled by
General Electric Company or (2) any other holder who holds at least $50.0
million of these securities, in each case until (1) the date on which such
security has been effectively registered under the Securities Act and disposed
of in accordance with this registration statement or (2) the date on which such
security is sold to the public pursuant to Rule 144 under the Securities Act
(or any successor rule thereof).
If at any time we propose to register any of our securities under the
Securities Act, we are required each time to provide written notice to holders
of the transfer restricted securities, and allow them to register their
transfer restricted securities, subject to specified limitations described in
the registration rights agreement. In addition, holders of transfer restricted
securities may demand up to four underwritten public offerings of their
securities, provided that the expected gross proceeds of each such underwritten
offering exceeds $75,000,000.
Each holder that sells transfer restricted securities in connection with
this registration statement generally will be subject to certain of the civil
liability provisions under the Securities Act in connection with these sales
and will be bound by certain provisions of the warrant agreement and
registration rights agreement which are applicable to the holder (including
certain indemnification obligations). In addition, each holder of transfer
restricted securities will be required to deliver information to be used in
connection with this registration statement in order to have its transfer
restricted securities included in this registration statement.
We cannot assure you that we will be able to cause to be declared effective
or keep a registration statement continuously effective until all of the shares
of convertible preferred stock have been converted or redeemed.
23
<PAGE>
SELLING SECURITYHOLDERS
SFG-P Inc. On November 19, 1999, we issued and sold in a private placement
(1) all of our series A cumulative convertible redeemable preferred stock,
having a liquidation value of $200,000,000, and (2) warrants to purchase
1,000,000 shares of common stock to SFG-P Inc., an indirect wholly owned
subsidiary of General Electric Company for an aggregate price of $200,000,000.
There were no shares of series B convertible preferred stock issued to SFG-P
Inc. or any other entity. Each share of series A convertible preferred stock
automatically converts to one share of series B convertible preferred stock
upon a sale or transfer of such share of series A convertible preferred stock
to a party other than an entity that is directly or indirectly controlled by
General Electric Company. Dividends on the convertible preferred stock may be
paid, at our option, in shares of common stock.
Depositary. In connection with the private placement of these securities, we
entered into a deposit agreement dated November 19, 1999 with United States
Trust Company of New York, who will act as the depositary in the event that we
choose to pay dividends on the series A convertible preferred stock in the form
of shares of common stock. In such cases, we will issue to the depositary on
the applicable dividend payment date shares of common stock having a current
market value in an amount equal to (1) the dividend amount payable on such
dividend payment date less (2) the dividend amount paid directly to the holder
of the series A convertible preferred stock in cash, if any. The depositary
will then sell, on behalf of the holders of the series A convertible preferred
stock, the shares of common stock pursuant to this registration statement and
remit the proceeds to such holders.
Dividends on the series A convertible preferred stock will be considered
paid upon delivery of such shares by us to the depositary pursuant to the terms
of the deposit agreement. In the event that the cash proceeds from the sale by
the depositary of the common stock fails to satisfy the dividend amount in
full, we will give notice of such shortfall and will remit cash to the holders
of the series A convertible preferred stock or issue additional shares of
common stock to the depositary having a current market value in an amount equal
to this shortfall. In the event that the cash proceeds from the sale by the
depositary of the common stock exceeds the dividend amount, these excess
proceeds will be retained by the depositary and applied to the next succeeding
distribution by the depositary of the dividend amount.
The terms of the deposit agreement apply only to dividends paid on shares of
the series A convertible preferred stock. Although dividends on shares of the
series B convertible preferred stock may be paid by us in the form of shares of
common stock, such shares will be issued directly to the holders of shares of
the series B convertible preferred stock. Holders of shares of the series B
convertible preferred stock will not have the option of having such shares of
common stock issued to the depositary for sale on their behalf. For a
description of the series A and series B convertible preferred stock, see
"Description of Series A and Series B 8 1/4% Cumulative Convertible Redeemable
Preferred Stock."
General. The selling securityholders, including SFG-P Inc., the depositary,
any future holder of these securities and certain of their respective assignees
and transferees, may from time to time offer and sell the securities covered by
the registration statement of which this prospectus forms a part. Neither the
filing with the SEC of the registration statement of which this prospectus is a
part nor the distribution of this prospectus should be construed to suggest
that any or all of the shares of these securities are being offered for sale at
any given time.
The registration statement of which this prospectus is a part has been filed
under Rule 415 under the Securities Act to afford the holders of the securities
the opportunity to sell their securities in public transactions rather than
under an exemption from the registration and prospectus delivery requirements
of the Securities Act. In order to take advantage of that opportunity, a holder
of the securities must notify us of its intention to sell securities and
provide other information about itself and the securities it is selling as
required by the Securities Act.
24
<PAGE>
No holder may offer or sell securities under this prospectus until we have
been notified and, to the extent required by the Securities Act of 1933, until
any prospectus supplement has been filed or an amendment to the registration
statement has become effective. We will from time to time supplement and amend
the prospectus to the registration statement, as applicable, to add additional
holders of securities and to reflect the required information.
PLAN OF DISTRIBUTION
The distribution of the securities may be effected from time to time by the
selling securityholders 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. The selling securityholders will act independently of us in
making decisions with respect to the timing, manner and size of each sale.
Any of the selling securityholders 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 securityholders may also distribute securities through one or more
special purpose trusts, which will enter into forward purchase arrangements
with selling securityholders and distribute their own securities. To the extent
required under the Securities Act of 1933, each prospectus supplement will
describe the number of shares of common stock and preferred stock and number of
warrants to be sold, the name or names of any underwriters or agents with whom
the selling securityholders have entered into arrangements with respect to the
sale of such securities and 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. None of
the proceeds will be received by us.
Any selling securityholder, 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.
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.
We will not receive any proceeds from the sale of securities by the selling
securityholders. We will, however, bear certain expenses in connection with the
registration of the securities being offered under this prospectus by the
selling securityholders, including all costs incident to the offering and sale
of the securities to the public other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes.
VALIDITY OF SECURITIES
The validity of the securities offered hereby will be passed upon for us by
Cravath, Swaine & Moore, New York, New York.
25
<PAGE>
EXPERTS
The consolidated financial statements of CCIC at December 31, 1997 and 1998,
and for each of the three years in the period ended December 31, 1998, the
financial statements of the Home Service Transmission business of the BBC at
March 31, 1996 and for the year ended March 31, 1996 and the period from April
1, 1996 to February 27, 1997, the consolidated financial statements of CTSH at
March 31, 1997 and December 31, 1997 and for the period from February 28, 1997
to March 31, 1997 and the period from April 1, 1997 to December 31, 1997, the
financial statements of the Bell Atlantic Mobile Tower Operations at December
31, 1998 and for each of the two years in the period ended December 31, 1998
and the financial statements of the Powertel Tower Operations at December 31,
1998 and for the year ended December 31, 1998, 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.
26
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses, other than the
underwriting discount, payable by the Registrant in connection with the
registration of the securities. All amounts are estimates except the Securities
and Exchange Commission ("SEC") registration fee.
<TABLE>
<CAPTION>
Amount
to be Paid
----------
<S> <C>
SEC registration fee........................................... $173,345
Printing, mailing and engraving expenses....................... 50,000
Legal fees and expenses........................................ 100,000
Accounting fees and expenses................................... 5,000
--------
Total........................................................ $323,345
========
</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 attorney's 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
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 indemnify for such expenses as such court shall deem proper.
Accordingly, the Restated Certificate of Incorporation of the Company
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 Corporation, directors, officers, employees or agents of a
subsidiary, and each person serving as a director, officer, partner, member,
employee or agent or 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. Notwithstanding the foregoing, 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
II-1
<PAGE>
director's duty of loyalty to the Company or its stockholders, (2) for acts or
omissions not in made 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.
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 (a "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.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
@@@1.1 Form of Underwriting Agreement
"2.1 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
V2.2 Letter of Agreement, dated March 5, 1999, between Crown Castle
International Corp. and BellSouth Mobility Inc. (including the Form of
Sublease)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
@@2.3 Framework Agreement, dated March 5, 1999, between One2One and
Castle Transmission International Ltd.
@2.4 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.
@2.5 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
##2.6 Asset Purchase Agreement dated March 15, 1999 among Crown Castle
International Corp., CCP Inc., Powertel Atlanta Towers, LLC,
Powertel Birmingham Towers, LLC, Powertel Jacksonville Towers, LLC,
(Powertel Kentucky Towers, LLC), Powertel Memphis Towers, LLC and
Powertel, Inc.
##2.7 Closing Memorandum dated June 2, 1999, relating to the Closing of
the transaction contemplated by the Asset Purchase Agreement filed
as exhibit 2.7 hereto and amending and supplementing the Asset
Purchase Agreement, among Powertel, Inc., Powertel Atlanta Towers,
LLC, Powertel Birmingham Towers, LLC, Powertel Jacksonville Towers,
LLC, Powertel Kentucky Towers, LLC, Powertel Memphis Towers, LLC,
and Crown Castle PT Inc.
##2.8 Letter Agreement dated June 2, 1999 among Powertel, Inc., Powertel
Atlanta Towers, LLC, Powertel Birmingham Towers, LLC, Powertel
Jacksonville Towers, LLC, Powertel Kentucky Towers, LLC, Powertel
Memphis Towers, LLC, Powertel/Atlanta, Inc., Powertel/Birmingham,
Inc., Powertel/Jacksonville, Inc., Powertel/Kentucky, Inc.,
Powertel/Memphis, Inc. and Crown Castle International Corp.
###2.9 Letter of Agreement, dated July 1, 1999, among Crown Castle South,
Inc., BellSouth Personal Communications, Inc. and BellSouth
Carolinas PCS, L.P.
######2.10 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
######2.11 Letter Agreement dated November 7, 1999 between GTE Wireless
Incorporated and Crown Castle International Corp.
#4.1 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)
#4.2 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)
#4.3 Registration Rights Agreement, dated August 3, 1999, between Crown
Castle International Corp. and the Purchasers referred to therein
+4.4 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)
+4.5 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
+4.6 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
+4.7 Amended and Restated Stockholders Agreement among Castle Tower
Holding Corp., Edward C. Hutcheson, Jr., Ted B. Miller, Jr., Robert
A. Crown and Barbara Crown and the persons listed on Schedule I
thereto, dated August 15, 1997
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------
<C> <S>
@@4.8 Restated Certificate of Incorporation of Crown Castle
International Corp., dated August 21, 1998
@@4.9 Amended and Restated By-laws of Crown Castle International Corp.,
dated August 21, 1998.
@@4.10 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.
@@4.11 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)
#4.12 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)
#4.13 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)
##4.14 Registration Rights Agreement dated June 1, 1999 between BellSouth
Mobility Inc. and Crown Castle International Corp.
####4.15 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
#####4.16 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
#####4.17 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
#######4.18 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
#######4.19 Deposit Agreement among Crown Castle International Corp., the
United States Trust Company of New York and SFG-P INC. dated
November 19, 1999
#######4.20 Registration Rights Agreement among Crown Castle International
Corp., the United States Trust Company of New York and SFG-P INC.
dated November 19, 1999
#######4.21 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
*12.1 Computation of Ratio of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends.
23.1 Consent of KPMG LLP
23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5.1)
*24.1 Powers of Attorney (included on signature page hereto)
#25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of United States Trust Company of New York,
as Trustee, on Form T-1, relating to the 9 1/2% Senior Notes Due
2011
#25.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of United States Trust Company of New York,
as Trustee, on Form T-1, relating to the 11 1/4% Senior Discount
Notes Due 2011
</TABLE>
II-4
<PAGE>
- --------
* Previously filed.
+ 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-4 previously
filed by the Registrant (Registration No. 33-87765)
" Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated December 9,
1998.
v Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 8, 1999.
@ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 31, 1998.
@@ 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 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 exhibit previously filed by the
Registrant on Form 10-Q (Registration No. 0-24737) for the quarterly
period ended June 30, 1999.
## Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated June 9, 1999,
as amended by our current report on Form 8/K-A 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 12, 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 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.
(b) Financial Statement Schedules
Schedules not listed above have been omitted because they are not applicable
or because the required information is contained in the financial statements or
notes thereto.
Item 17. Undertakings
The undersigned Registrant hereby undertakes that insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions described under Item 15 above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 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 of the Registrant in the successful defense of any action,
suit or proceeding) is asserted against the Registrant by such 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 of 1933 and will be
governed by the final adjudication of such issue.
II-5
<PAGE>
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 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the Registration Statement when it became effective.
II-6
<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 14th day of February, 2000.
Crown Castle International Corp.,
*
by: _________________________________
Name: Charles C. Green, III
Title: Executive Vice President
and Chief Financial Officer
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 14th day of February, 2000.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chief Executive Officer
___________________________________________ and Chairman of the
Ted B. Miller, Jr. Board
* President and Director
___________________________________________
David L. Ivy
* Executive Vice President
___________________________________________ and Chief Financial
Charles C. Green, III Officer (Principal
Financial Officer)
/s/ Wesley D. Cunningham Senior Vice President,
___________________________________________ Chief Accounting
Wesley D. Cunningham Officer and Corporate
Controller (Principal
Accounting Officer)
* Director
___________________________________________
Carl Ferenbach
* Director
___________________________________________
Michel Azibert
Director
___________________________________________
Bruno Chetaille
* Director
___________________________________________
Randall A. Hack
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director
___________________________________________
Edward C. Hutcheson, Jr.
* Director
___________________________________________
Robert F. McKenzie
* Director
___________________________________________
William A. Murphy, IV
* Director
___________________________________________
Jeffrey H. Schutz
* Director
___________________________________________
J. Landis Martin
* Director
___________________________________________
William D. Strittmatter
</TABLE>
/s/ Wesley D. Cunningham
*By ____________________________
Wesley D. Cunningham
Attorney-in-Fact
II-8
<PAGE>
Exhibits Index
The following exhibits are filed as a part of this Registration Statement.
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- -------------------------------------------------------------------
<C> <S>
@@@1.1 Form of Underwriting Agreement
"2.1 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
V2.2 Letter of Agreement, dated March 5, 1999, between Crown Castle
International Corp. and BellSouth Mobility Inc. (including the Form
of Sublease)
@@2.3 Framework Agreement, dated March 5, 1999, between One2One and
Castle Transmission International Ltd.
@2.4 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.
@2.5 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
##2.6 Asset Purchase Agreement dated March 15, 1999 among Crown Castle
International Corp., CCP Inc., Powertel Atlanta Towers, LLC,
Powertel Birmingham Towers, LLC, Powertel Jacksonville Towers, LLC,
(Powertel Kentucky Towers, LLC), Powertel Memphis Towers, LLC and
Powertel, Inc.
##2.7 Closing Memorandum dated June 2, 1999, relating to the Closing of
the transaction contemplated by the Asset Purchase Agreement filed
as exhibit 2.7 hereto and amending and supplementing the Asset
Purchase Agreement, among Powertel, Inc., Powertel Atlanta Towers,
LLC, Powertel Birmingham Towers, LLC, Powertel Jacksonville Towers,
LLC, Powertel Kentucky Towers, LLC, Powertel Memphis Towers, LLC,
and Crown Castle PT Inc.
##2.8 Letter Agreement dated June 2, 1999 among Powertel, Inc., Powertel
Atlanta Towers, LLC, Powertel Birmingham Towers, LLC, Powertel
Jacksonville Towers, LLC, Powertel Kentucky Towers, LLC, Powertel
Memphis Towers, LLC, Powertel/Atlanta, Inc., Powertel/Birmingham,
Inc., Powertel/Jacksonville, Inc., Powertel/Kentucky, Inc.,
Powertel/Memphis, Inc. and Crown Castle International Corp.
###2.9 Letter of Agreement, dated July 1, 1999, among Crown Castle South,
Inc., BellSouth Personal Communications, Inc. and BellSouth
Carolinas PCS, L.P.
######2.10 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
######2.11 Letter Agreement dated November 7, 1999 between GTE Wireless
Incorporated and Crown Castle International Corp.
#4.1 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)
#4.2 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)
#4.3 Registration Rights Agreement, dated August 3, 1999, between Crown
Castle International Corp. and the Purchasers referred to therein
+4.4 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)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ------------------------------------------------------------------
<C> <S>
+4.5 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
+4.6 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
+4.7 Amended and Restated Stockholders Agreement among Castle Tower
Holding Corp., Edward C. Hutcheson, Jr., Ted B. Miller, Jr.,
Robert A. Crown and Barbara Crown and the persons listed on
Schedule I thereto, dated August 15, 1997
@@4.8 Restated Certificate of Incorporation of Crown Castle
International Corp., dated August 21,1998
@@4.9 Amended and Restated By-laws of Crown Castle International Corp.,
dated August 21, 1998.
@@4.10 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.
@@4.11 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)
#4.12 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)
#4.13 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)
##4.14 Registration Rights Agreement dated June 1, 1999 between BellSouth
Mobility Inc. and Crown Castle International Corp.
####4.15 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
#####4.16 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
#####4.17 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
#######4.18 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
#######4.19 Deposit Agreement among Crown Castle International Corp., the
United States Trust Company of New York and SFG-P INC. dated
November 19, 1999
#######4.20 Registration Rights Agreement among Crown Castle International
Corp., the United States Trust Company of New York and SFG-P INC.
dated November 19, 1999
#######4.21 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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit
------- ----------------------------------------------------------------------
<C> <S>
*12.1 Computation of Ratio of Earnings to Fixed Charges and Earnings to
Combined Fixed Charges and Preferred Stock Dividends
23.1 Consent of KPMG LLP
*23.2 Consent of Cravath, Swaine & Moore (included in Exhibit 5.1)
*24.1 Powers of Attorney (included on signature page hereto)
#25.1 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of United States Trust Company of New York, as Trustee, on
Form T-1, relating to the 9 1/2% Senior Notes Due 2011
#25.2 Statement of Eligibility and Qualification under the Trust Indenture
Act of 1939 of United States Trust Company of New York, as Trustee, on
Form T-1, relating to the 11 1/4% Senior Discount Notes Due 2011
</TABLE>
- --------
* Previously filed.
+ 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-4 previously
filed by the Registrant (Registration No. 33-87765)
" Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated December 9,
1998.
v Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 8, 1999.
@ Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated March 31, 1998.
@@ 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 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 exhibit previously filed by the
Registrant on Form 10-Q (Registration No. 0-24737) for the quarterly
period ended June 30, 1999.
## Incorporated by reference to the exhibit previously filed by the
Registrant on Form 8-K (Registration No. 0-24737) dated July 9, 1999,
as amended by our current report on Form 8-K/A 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 12, 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 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 9,
1999.
<PAGE>
EXHIBIT 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
(212) 474-1000
February 14, 2000
Crown Castle International Corp.
--------------------------------
Registration Statement on Form S-3
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel for Crown Castle International
Corp., a Delaware corporation (the "Company"), in connection with the filing by
the Company with the Securities and Exchange Commission (the "Commission") on
January 18, 2000 of the Registration Statement on Form S-3 (File No. 333-94821)
(the "Registration Statement") for registration under the Securities Act of 1933
of $656,608,333 aggregate amount of securities in order to facilitate the
offering from to time by certain holders of (i) the Company's Series A and
Series B 8-1/4% Cumulative Convertible Redeemable Preferred Stock, par value
$.01 per share, having an aggregate liquidation value of $200,000,000 (the
"Preferred Stock"); (ii) warrants to purchase 1,000,000 shares of common stock
of the Company (the "Warrants"); and (iii) shares of common stock, par value
$.01 per share, of the Company ("Common Stock") issuable from time to time (A)
as dividends in respect of the Preferred Stock, (B) upon the exercise of the
Warrants and (C) upon conversion of the Preferred Stock. The Preferred Stock,
the Warrants and such Common Stock are referred to herein collectively as the
"Offered Securities". The Offered Securities being registered under the
Registration Statement will be offered on a continued or delayed basis pursuant
to the provisions of Rule 415 under the Securities Act of 1933, (the "Securities
Act").
In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including without limitation the
<PAGE>
2
following: (a) the Certificate of Incorporation, as amended of the Company; (b)
the Amended and Restated By-laws of the Company; (c) resolutions adopted by the
Board of Directors of the Company on September 14, 1999; (d) the Registration
Statement; (e) the prospectus dated February 14, 2000, related to the Offered
Securities; (f) the Certificate of Designations dated November 19, 1999,
pursuant to which the Preferred Stock was issued (the "Certificate of
Designations"); (g) the Warrant Agreement dated November 19, 1999 (the "Warrant
Agreement"), between the Company and United States Trust Company of New York, as
Warrant Agent; (h) the Purchase Agreement dated November 19, 1999 between the
Company and SFG-P; (i) the Registration Rights Agreement dated November 19, 1999
among the Company, SFG-P and United States Trust Company of New York, as
Depositary; (j) the Deposit Agreement dated November 19, 1999 (the "Deposit
Agreement") among the Company, SFG-P Inc., a Delaware corporation, and United
States Trust Company of New York, as Depositary; and (k) specimen certificates
of each of the Offered Securities.
Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto (including post-effective
amendments) will have become effective and comply with all applicable laws; (ii)
the Registration Statement will be effective and will comply with all applicable
laws at the time the Offered Securities are offered or issued as contemplated by
the Registration Statement; (iii) to the extent required under the Securities
Act, a prospectus supplement that contains all appropriate information will have
been prepared and filed with the Commission; (iv) all Offered Securities will be
issued and sold in compliance with applicable federal and state securities laws
and in the manner stated in the Registration Statement and the appropriate
prospectus supplement; (v) to the extent applicable, a definitive purchase,
underwriting or similar agreement and any other necessary agreement with respect
to any Offered Securities offered or issued will have been duly authorized and
validly executed and delivered by the Company and the other parties thereto; and
(vi) any Common Stock issuable upon conversion, exchange or exercise of any
Preferred Stock or Warrant, as the case may be, being offered or issued will be
duly authorized, created and, if appropriate, reserved for issuance upon such
conversion, exchange or exercise, we are of the opinion as follows:
(1) The Company is duly incorporated and is a validly existing
corporation under the laws of the State of Delaware.
<PAGE>
3
(2) The Preferred Stock has been duly authorized and has been validly
issued, fully paid and non-assessable.
(3) The Warrants have been duly and validly authorized, validly issued
and delivered by the Company, and constitute valid and binding obligations
of the Company entitled to benefits of the Warrant Agreement, enforceable
against the Company in accordance with their terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other similar laws affecting creditors' rights generally from time to time
in effect and to general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair
dealing, regardless of whether in a proceedings in equity or at law).
(4) The Common Stock issuable upon conversion of the Preferred Stock
has been duly authorized and, upon conversion of the Preferred Stock in
accordance with the terms of the Certificate of Designations, will be
validly issued, fully paid and non-assessable.
(5) The Common Stock issuable upon exercise of the Warrants has been
duly authorized and, upon exercise of the Warrants in accordance with the
terms of the Warrant Agreement, will be validly issued, fully paid and
non-assessable.
(6) The Common Stock that may be issued from time to time by the
Company as dividends on the Preferred Stock has been duly authorized and,
upon due declaration by the Board of Directors of the Company of a dividend
on the Preferred Stock payable in Common Stock and due payment of such
dividend in accordance with the Certificate of Designations and the Deposit
Agreement, will be validly issued, fully paid and non-assessable.
We are aware that we are referred to under the heading "Validity of
Securities" in the Prospectus forming a part of the Registration Statement, and
we hereby consent to such use of our name therein and to the use of this opinion
for filing with the Registration Statement as Exhibit 5.1
<PAGE>
4
thereto. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Cravath, Swaine & Moore
Cravath, Swaine & Moore
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, Texas 77057
<PAGE>
EXHIBIT 23.1
The Board of Directors
Crown Castle International Corp.:
We consent to incorporation by reference in the registration statement on
Form S-3 of Crown Castle International Corp. of our report dated February 24,
1999, relating to the consolidated balance sheets of Crown Castle International
Corp. and subsidiaries as of December 31, 1998, and 1997, and the related
consolidated statements of operations and comprehensive income, stockholders'
equity (deficit), and cash flows for each of the years in the three-year period
ended December 31, 1998, the financial statements of the Home Service
Transmission business of the BBC at March 31, 1996 and for the year ended March
31, 1996 and the period from April 1, 1996 to February 27, 1997, the
consolidated financial statements of CTSH at March 31, 1997 and December 31,
1997 and for the period from February 28, 1997 to March 31, 1997 and the period
from April 1, 1997 to December 31, 1997, the financial statements of the Bell
Atlantic Mobile Tower Operations at December 31, 1998 and for each of the two
years in the period ended December 31, 1998 and the financial statements of the
Powertel Tower Operations at December 31, 1998 and for the year ended December
31, 1998, and all related schedules, which report appears in the December 31,
1998 annual report on Form 10-K of Crown Castle International Corp.
KPMG LLP
Houston, Texas
February 14, 2000
