-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HQDoIO1ax1k+l2Fw95GNaXfHgoG2/j1F3zY2dxru3fyFzjmzelHWG0nQpKwqm3by arp2FFhv3vrX+Ju1R1/mJg== 0000950157-98-000163.txt : 19980508 0000950157-98-000163.hdr.sgml : 19980508 ACCESSION NUMBER: 0000950157-98-000163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980427 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980506 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CASTLE INTERNATIONAL CORP CENTRAL INDEX KEY: 0001051470 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 76470458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-43873 FILM NUMBER: 98611985 BUSINESS ADDRESS: STREET 1: 510 BERING DRIVE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135703000 MAIL ADDRESS: STREET 1: 510 BERING DRIVE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77057 8-K 1 CURRENT REPORT ========================================================================== 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): April 27, 1998 Crown Castle International Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 333-43873 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 ========================================================================== Item 5. Other Events Crown Castle International Corp. ("CCIC") announced that it had entered into a share exchange agreement with certain shareholders of Castle Transmission Services (Holdings) Ltd. In connection with the share exchange, CCIC intends to offer shares of its common stock in an initial public offering this summer. A registration statement in respect of such initial public offering has not yet been filed with the Securities and Exchange Commission and any securities offered in such initial public offering will only be offered by means of a prospectus forming a part of such a registration statement. A copy of the press release issued by CCIC on April 27, 1998, with respect to the share exchange agreement and initial public offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description 99.1 Press Release dated April 27, 1998 1 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/ Wesley D. Cunningham ------------------------------ Vice President, Corporate Controller and Chief Accounting Officer May 6, 1998 2 EXHIBIT INDEX Exhibit No. Description of Exhibit 99.1 Press Release dated April 27, 1998 3 Exhibit 99.1 CROWN CASTLE INTERNATIONAL CORP. ANNOUNCES SHARE EXCHANGE AGREEMENT HOUSTON, Texas -- April 27, 1998 -- Ted Miller, the CEO of Crown Castle International Corp. "(CCIC)" and Castle Transmission Services (Holdings) Ltd, announced today that CCIC has entered into a share exchange agreement with certain shareholders of Castle Transmission Services (Holdings) Ltd pursuant to which certain of Castle Transmission's shareholders have agreed to exchange their shares of Castle Transmission for shares of CCIC. Upon the consummation of the exchange, CCIC's ownership of Castle Transmission will increase from 34.3% to approximately 80%. Consummation of the share exchange is subject to a number of significant conditions, including certain third party consents and the consummation of an initial public offering of common stock by CCIC. Mr. Miller also announced that in connection with the share exchange, CCIC intends to offer shares of its common stock in an underwritten initial public offering this summer. A registration statement in respect of such initial public offering has not yet been filed with the Securities and Exchange Commission and any securities offered in such initial public offering will only be offered by means of a prospectus forming a part of such a registration statement. # # # 4 -----END PRIVACY-ENHANCED MESSAGE-----