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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 2, 1999
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POWERTEL, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 0-23102 58-1944750
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
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1233 O.G. Skinner Drive, West Point, Georgia 31833
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (706) 645-2000
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 2, 1999, pursuant to an asset purchase agreement dated March
15, 1999 (the "Agreement"), Powertel, together with its wholly owned
subsidiaries, Powertel Atlanta Towers, LLC ("Atlanta Towers"), Powertel
Birmingham Towers, LLC ("Birmingham Towers"), Powertel Jacksonville Towers, LLC
("Jacksonville Towers"), Powertel Kentucky Towers, LLC ("Kentucky Towers") and
Powertel Memphis Towers, LLC ("Memphis Towers" and, together with Atlanta
Towers, Birmingham Towers, Jacksonville Towers and Kentucky Towers, the
"Sellers") sold and transferred to Crown Castle PT Inc. (formerly CCP Inc., the
"Buyer"), a wholly owned subsidiary of Crown Castle International Corp. ("Crown
Castle"), 619 of its towers, related assets and certain liabilities (the "Tower
Disposition").
Also on June 2, 1999, Powertel and certain of its affiliates entered
into master site agreements pursuant to which Powertel and its affiliates agreed
to pay Crown Castle monthly rent of $1,800 per tower for the continued use of
the space that Powertel or its affiliates occupied on the towers prior to the
closing of the Tower Disposition. Monthly payments under the individual site
leases are subject to increase based on an agreed upon schedule if and when
Powertel or its affiliates add equipment to a site. In any event, the monthly
rent, including additional rents related to the addition of certain equipment,
will be increased on each fifth anniversary of each site lease up to an amount
that is 115% of the rent paid during the preceding five year period. The term of
each site lease will be ten years. Powertel has the right to extend any site
lease for up to three additional five year periods. Each site lease will
automatically renew for an option term unless Powertel or its affiliates notify
Crown Castle of its intent not to renew at least 180 days prior to the end of
the then current term.
At the closing, the Buyer paid Powertel approximately $262 million
in cash. The purchase price reflected a price of $423,077 per site for each of
the 619 sites tendered at closing and a credit against the purchase price of
$383,000 as consideration for Crown Castle's acceptance of certain towers with
site leases which may require revenue received from Powertel or its affiliates
to be shared with the site lessors. The purchase price was arrived at through
arm's length negotiations by the parties and was determined to be fair and
reasonable by the Board of Directors of Powertel and the Sellers based upon
various factors, including the recent market prices of similar assets sold by
others. Following the closing of this sale, Powertel and Crown Castle entered
into a binding letter agreement that contemplates, subject to certain
conditions, Crown Castle purchasing an additional 31 sites which are existing
Powertel sites or sites in the process of being constructed. This sale is
expected to close on or before December 2, 1999, for a total purchase price of
approximately $13 million. This new agreement also includes a build-to-suit
contract between Powertel and Crown Castle for 40 tower sites through December
31, 2000.
Prior to the execution of the Agreement, there were no material
relationships between Buyer or Crown Castle and Powertel, the Sellers or any of
their affiliates, directors or officers, or any associate of any such director
or officer. The descriptions set forth herein of the terms and conditions of the
Agreement and the transactions contemplated thereby are qualified in their
entirety by reference to the full text of the Agreement and the exhibits
related thereto (filed as Exhibit 2(d) to Powertel's Annual Report on Form 10-K
for the year ended December 31, 1998).
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not Applicable.
(B) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(C) EXHIBITS.
2.1 Asset Purchase Agreement dated March 15,
1999, by and among Powertel, Inc., Powertel
Atlanta Towers, LLC, Powertel Birmingham
Towers, LLC, Powertel Jacksonville Towers,
LLC, Powertel Kentucky Towers, LLC, Powertel
Memphis Towers, LLC, Crown Castle
International Corp. and Crown Castle PT Inc.
(formerly CCP Inc.) (Filed as Exhibit 2(d)
to Powertel's Annual Report on Form 10-K for
the year ended December 31, 1998 and
incorporated herein by reference.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
POWERTEL, INC.
By: /s/ Allen E. Smith
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Allen E. Smith
Chief Executive Officer
Dated: June 16, 1999
