-----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, WEflWkHtf+t+PHjhR8eGQsG1wqNd5goO5/ra2iDwwxxfFnMjNCrifoBi7KfLz8G0 nlF1ulWmWvzpXkgnmmy0nw== 0001181431-07-062868.txt : 20071018 0001181431-07-062868.hdr.sgml : 20071018 20071018164156 ACCESSION NUMBER: 0001181431-07-062868 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071017 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20071018 DATE AS OF CHANGE: 20071018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CASTLE INTERNATIONAL CORP CENTRAL INDEX KEY: 0001051470 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 760470458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16441 FILM NUMBER: 071179177 BUSINESS ADDRESS: STREET 1: 1220 AUGUSTA DRIVE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7135703000 MAIL ADDRESS: STREET 1: 1220 AUGUSTA DRIVE STREET 2: SUITE 500 CITY: HOUSTON STATE: TX ZIP: 77057 8-K 1 rrd175517.htm DIRECTOR CHANGES Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  10/17/2007
 
CROWN CASTLE INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-16441
 
Delaware
  
76-0470458
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1220 Augusta Suite 500, Houston, TX 77057
(Address of principal executive offices, including zip code)
 
713-570-3000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(b) On October 17, 2007, Robert H. Niehaus, a non-employee director of Crown Castle International Corp. ("Company"), notified the Company of his decision to resign as a director of the Company. Mr. Niehaus' resignation is effective October 17, 2007.

(d) On October 18, 2007, the Board of Directors ("Board") of the Company set the number of directors on the Board to 11 and appointed David C. Abrams to the Board as a Class I director. Since November 1988, Mr. Abrams has served as the managing member of Abrams Capital, LLC, an investment firm. In addition, Mr. Abrams has been the managing partner of Pamet Capital Management LLC since January 2002. Mr. Abrams had prior service on the Board as a director from January 20, 2007 through May 24, 2007. The committees of the Board on which Mr. Abrams will serve have not yet been determined.

Reference is made to the Company's Registration Statement on Form S-4 (File No. 333-138450), Form 8-K filed on January 23, 2007 ("Stock Purchase 8-K") and Form 424(B)(5) (F ile No. 333-140452) filed on June 29, 2007, in which the information with respect to Mr. Abrams required by Item 404(a) of Regulation S-K was previously reported. In connection with the Company's January 2007 purchase of 17,713,819 shares of its common stock from certain stockholders of the Company as reported in the Stock Purchase 8-K, the Company purchased 2,809,646 shares of common stock from certain investment funds affiliated with Mr. Abrams for a purchase price per share of approximately $33.87 and total consideration of $95,167,954 in cash.

 

 

Signature(s)
 
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.
 
 
Date: October 18, 2007
     
By:
 
/s/    E. Blake Hawk
               
E. Blake Hawk
               
Executive Vice President and General Counsel
 
 
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