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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 1, 2002
Crown Castle International Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-24737 76-0470458
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification
Incorporation) Number)
510 Bering Drive
Suite 500
Houston, TX 77057
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (713) 570-3000
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This document includes "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Other than statements of historical
fact, all statements regarding industry prospects, the consummation of the
transactions described in this document and the Company's expectations
regarding the future performance of its businesses and its financial
position are forward-looking statements. These forward-looking statements
are subject to numerous risks and uncertainties.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press Release dated May 1, 2002
Item 9. Regulation FD Disclosure
On May 1, 2002, the Company issued a press release announcing further details
regarding the potential impact on its UK subsidiary, Crown Castle UK Limited
("CCUK"), of liquidation plans of ITV Digital ("ITV"). Included in the press
release, the Company stated that as a result of the ITV liquidation it has
revised its previously provided guidance by lowering (i) 2002 site rental and
transmission revenues by $28 million to between $657 and 682 million, (ii) 2002
tower gross profit by $16 million to between $389 and $434 million, and (iii)
2002 total EBITDA by $16 million to between $369 and $399 million. No further
adjustments have been made to the Company's previously announced projections.
The May 1 press release is attached as Exhibit 99.1 to this Form 8-K (Exhibit
99.1 is not filed but is furnished pursuant to Regulation FD).
Forward-Looking Statements
This document, including exhibits attached hereto, contains numerous
forward-looking statements, based on management's current beliefs and
assumptions. The forward-looking statements involve expectations, projections
and estimates regarding the wireless industry or Crown Castle International
Corp. including its subsidiaries ("Crown Castle"), including expectations,
projections and estimates regarding: (i) revenues (including site rental and
broadcast transmission revenues), (ii) tower gross profit, (iii) EBITDA, (iv)
the impact of the ITV liquidation on CCUK and Crown Castle, including the impact
on (a) gross revenue and EBITDA, (b) the CCUK loan agreement and (c) other
contracts and operations, (v) the timing and outcome of the re-issuance of the
DTT licenses, (vi) collection of amounts due under the ITV contract, (vii)
CCUK's ability to obtain loan agreement waivers or amendments, and (viii)
replacement of ITV transmission revenue and EBITDA, including revenue and EBITDA
relating to DTT transmission agreements with new DTT licensees.
Such forward-looking statements are subject to numerous risks, uncertainties and
assumptions, including (i) those relating to the matters described above, (ii)
those included in the Company's filings with the Securities and Exchange
Commission, and (iii) the following:
. Demand for towers and wireless communication sites may be lower or
slower than anticipated for numerous reasons, including reduced carrier
expansion, carrier consolidation, network sharing, technology
development, or RF health concerns
. Demand for wireless communications may be lower or slower than
anticipated for numerous reasons, including slow customer adoption
rates of 2.5/3G and other technologies
. Our strategy may be more difficult to implement than anticipated due to
financial or other reasons, including our significant amount of
indebtedness, or reduced cash flow as a result of reduced revenues or
increased operating costs, interest rates or capital expenditures
. There are no assurances that (i) DTT licenses will be successfully
re-issued, (ii) CCUK will enter into transmission agreements with any
new licensees, or (iii) any transmission agreements with new licensees
will be on economic terms similar to or better than the ITV
transmission contract
Should one or more of these risks materialize, or should any underlying
assumption prove incorrect, actual results may vary materially from those
projected in the forward-looking statements. The Company assumes no obligation
to update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CROWN CASTLE INTERNATIONAL CORP.
by: /s/ E. Blake Hawk
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Name: E. Blake Hawk
Title: Executive Vice President
Date: May 2, 2002
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated May 1, 2002.
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