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): June 28, 2004

Crown Castle International Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-16441	76-0470458
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

510 Bering Drive

Suite 500

Houston, TX 77057

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (713) 570-3000

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

As described in Item 9 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Information of Crown Castle International Corp.

ITEM 9. REGULATION FD DISCLOSURE

On June 28, 2004 and June 30, 2004, the Company filed Current Reports on Form 8-K reporting that the Company had entered into a definitive agreement to sell its UK subsidiary, Crown Castle UK Holdings Limited (“CCUK”), to NGG Telecoms Investment Limited, an affiliate of National Grid Transco Plc. The Company is furnishing as Exhibit 99.1 hereto the following unaudited pro forma condensed consolidated financial information, which is based on the historical financial statements of the Company and its majority and wholly-owned subsidiaries, adjusted to give effect to (i) the sale of CCUK and (ii) the repayment of the Company’s 2000 Credit Facility following closing of the sale of CCUK (“Transactions”):

(1) Unaudited Pro Forma Condensed Consolidated Statements of Operations Information for the year ended December 31, 2003 and the three months ended March 31, 2004

(2) Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations Information

(3) Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of March 31, 2004

(4) Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet Information

The Unaudited Pro Forma Condensed Consolidated Statements of Operations Information for the year ended December 31, 2003 and the three months ended March 31, 2004 give effect to the Transactions as if they had occurred as of January 1, 2003. The Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of March 31, 2004 gives effect to the Transactions as if they had been completed as of March 31, 2004. Subject to closing conditions described in the Current Report on Form 8-K filed by the Company on June 30, 2004, the sale of CCUK is expected to close on or before September 30, 2004.

The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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/ E. Blake Hawk
Name:	E. Blake Hawk
Title:	Executive Vice President and General Counsel

Date: July 9, 2004

2

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Information of Crown Castle International Corp.

3

EX-99.1

Exhibit 99.1

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information is based on the historical financial statements of Crown Castle International Corp. and its majority and wholly owned subsidiaries (the “Company”), adjusted to give effect to the following transactions:

(1) the sale of the Company’s UK subsidiary (“CCUK”) and

(2) the repayment of the Company’s 2000 Credit Facility.

On June 28, 2004, the Company announced that it had signed a definitive agreement to sell CCUK to National Grid Transco Plc for $2.035 billion in cash. The closing date of the transaction, subject to certain approvals, is expected to be on or before September 30, 2004. In accordance with the terms of the Company’s 2000 Credit Facility, the Company will be required to use approximately $1.3 billion of the proceeds from the transaction to fully repay the outstanding borrowings under the 2000 Credit Facility.

The Unaudited Pro Forma Condensed Consolidated Statements of Operations Information for the year ended December 31, 2003 and the three months ended March 31, 2004 give effect to these transactions as if they had occurred as of January 1, 2003. The Unaudited Pro Forma Condensed Consolidated Balance Sheet Information as of March 31, 2004 gives effect to these transactions as if they had been completed as of March 31, 2004. The pro forma adjustments are described in the accompanying notes and are based upon available information and certain assumptions that management believes are reasonable.

Included in the notes accompanying the pro forma financial information are tables summarizing the unaudited pro forma results of operations information and balance sheet information for the Company and its subsidiaries that are restricted by covenants in our high yield debt instruments (the “Restricted Group”). These subsidiaries exclude Crown Atlantic and certain investment subsidiaries which are designated as unrestricted subsidiaries under our high yield debt instruments.

The pro forma financial information does not purport to represent what the Company’s results of operations or financial condition would actually have been had these transactions in fact occurred on such dates or to project the Company’s results of operations or financial condition for any future date or period. The pro forma financial information should be read in conjunction with the consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s most recent annual report on Form 10-K and quarterly report on Form 10Q.

CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION

YEAR ENDED DECEMBER 31, 2003

(In thousands of dollars, except per share amounts)

	Historical			Adjustments for CCUK Sale (a)			Adjustments for Repayment of 2000 Credit Facility			Pro Forma
Net revenues:
Site rental and broadcast transmission	$	786,788		$	(310,634	)	$	—		$	476,154
Network services and other		143,560			(71,244	)		—			72,316
Total net revenues		930,348			(381,878	)		—			548,470
Operating expenses:
Costs of operations (exclusive of depreciation, amortization and accretion):
Site rental and broadcast transmission		307,511			(144,336	)		—			163,175
Network services and other		110,268			(63,522	)		—			46,746
General and administrative		94,888			(7,827	)		—			87,061
Corporate development		5,564			—			—			5,564
Restructuring charges		1,291			—			—			1,291
Asset write-down charges		14,317			—			—			14,317
Non-cash general and administrative compensation charges		20,654			(6,668	)		—			13,986
Depreciation, amortization and accretion		324,152			(79,702	)		—			244,450
		878,645			(302,055	)		—			576,590
Operating income (loss)		51,703			(79,823	)		—			(28,120	)
Other income (expense):
Interest and other income (expense)		(148,474	)		30,015			—			(118,459	)
Interest expense, amortization of deferred financing costs and dividends on preferred stock		(289,647	)		30,813			40,189	(b)		(218,645	)
Income (loss) from continuing operations before income taxes, minority interests and cumulative effect of change in accounting principle		(386,418	)		(18,995	)		40,189			(365,224	)
Provision for income taxes		(7,518	)		7,053			—			(465	)
Minority interests		(2,394	)		—			—			(2,394	)
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	(396,330	)	$	(11,942	)	$	40,189		$	(368,083	)
Per common share – basic and diluted:
Loss from continuing operations before cumulative effect of change in accounting principle	$	(2.08	)							$	(1.95	)(c)
Common shares outstanding – basic and diluted (in thousands)		216,947									216,947

See Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations Information.

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CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS INFORMATION

THREE MONTHS ENDED MARCH 31, 2004

(In thousands of dollars, except per share amounts)

	Historical			Adjustments for CCUK Sale (a)			Adjustments for Repayment of 2000 Credit Facility			Pro Forma
Net revenues:
Site rental and broadcast transmission	$	219,377		$	(90,408	)	$	—		$	128,969
Network services and other		29,110			(14,407	)		—			14,703
Total net revenues		248,487			(104,815	)		—			143,672
Operating expenses:
Costs of operations (exclusive of depreciation, amortization and accretion):
Site rental and broadcast transmission		82,987			(42,052	)		—			40,935
Network services and other		25,316			(14,320	)		—			10,996
General and administrative		23,643			(2,033	)		—			21,610
Corporate development		439			—			—			439
Restructuring charges (credits)		(33	)		—			—			(33	)
Asset write-down charges		1,948			—			—			1,948
Non-cash general and administrative compensation charges		2,696			(481	)		—			2,215
Depreciation, amortization and accretion		84,822			(23,597	)		—			61,225
		221,818			(82,483	)		—			139,335
Operating income (loss)		26,669			(22,332	)		—			4,337
Other income (expense):
Interest and other income (expense)		(24,829	)		(198	)		—			(25,027	)
Interest expense and amortization of deferred financing costs		(59,506	)		2,184			16,067	(b)		(41,255	)
Income (loss) from continuing operations before income taxes and minority interests		(57,666	)		(20,346	)		16,067			(61,945	)
Provision for income taxes		(5,955	)		5,802			—			(153	)
Minority interests		(1,346	)		—			—			(1,346	)
Income (loss) from continuing operations	$	(64,967	)	$	(14,544	)	$	16,067		$	(63,444	)
Per common share – basic and diluted:
Loss from continuing operations	$	(0.34	)							$	(0.33	)(c)
Common shares outstanding – basic and diluted (in thousands)		219,294									219,294

See Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations Information.

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CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

INFORMATION

(In thousands of dollars, except per share amounts)

(a) Reflects the historical results of operations of CCUK for the periods indicated.

(b) Reflects:

(1) decrease in interest expense as a result of the required repayment of the 2000 Credit Facility of $37,350 for the year ended December 31, 2003 and $15,231 for the three months ended March 31, 2004; and

(2) the elimination of amortization of deferred financing costs related to the 2000 Credit Facility of $2,839 for the year ended December 31, 2003 and $836 for the three months ended March 31, 2004.

(c) A reconciliation of the numerators and denominators of the pro forma basic and diluted per share computations is as follows:

	Year Ended December 31, 2003			Three Months Ended March 31, 2004
Pro forma loss from continuing operations before cumulative effect of change in accounting principle	$	(368,083	)	$	(63,444	)
Dividends on preferred stock		(54,294	)		(9,696	)
Gains on purchases of preferred stock		349			—
Pro forma loss from continuing operations before cumulative effect of change in accounting principle applicable to common stock for basic and diluted computations	$	(422,028	)	$	(73,140	)
Weighted-average number of common shares outstanding during the period for basic and diluted computations (in thousands)		216,947			219,294
Per common share – basic and diluted:
Pro forma loss from continuing operations before cumulative effect of change in accounting principle	$	(1.95	)	$	(0.33	)

4

The following tables summarize the unaudited pro forma results of operations information for the Restricted Group under our high yield debt instruments. Such information is not intended as an alternative measure of the operating results as would be determined in accordance with generally accepted accounting principles.

	Year Ended December 31, 2003
	Pro Forma			Exclusion of Unrestricted Subsidiaries			Restricted Group Pro Forma
Net Revenues:
Site rental and broadcast transmission	$	476,154		$	(103,258	)	$	372,896
Network services and other		72,316			(13,263	)		59,053
Total net revenues		548,470			(116,521	)		431,949
Operating expenses:
Costs of operations (exclusive of depreciation, amortization and accretion):
Site rental and broadcast transmission		163,175			(37,525	)		125,650
Network services and other		46,746			(7,020	)		39,726
General and administrative		87,061			(11,815	)		75,246
Corporate development		5,564			—			5,564
Restructuring charges		1,291			289			1,580
Asset write-down charges		14,317			(4,510	)		9,807
Non-cash general and administrative compensation charges		13,986			(1,352	)		12,634
Depreciation, amortization and accretion		244,450			(42,570	)		201,880
		576,590			(104,503	)		472,087
Operating income (loss)		(28,120	)		(12,018	)		(40,138	)
Other income (expense):
Interest and other income (expense)		(118,459	)		7,812			(110,647	)
Interest expense, amortization of deferred financing costs and dividends on preferred stock		(218,645	)		14,933			(203,712	)
Income (loss) from continuing operations before income taxes, minority interests and cumulative effect of change in accounting principle		(365,224	)		10,727			(354,497	)
Provision for income taxes		(465	)		—			(465	)
Minority interests		(2,394	)		5,857			3,463
Income (loss) from continuing operations before cumulative effect of change in accounting principle	$	(368,083	)	$	16,584		$	(351,499	)

5

	Three Months Ended March 31, 2004
	Pro Forma			Exclusion of Unrestricted Subsidiaries			Restricted Group Pro Forma
Net Revenues:
Site rental and broadcast transmission	$	128,969		$	(28,073	)	$	100,896
Network services and other		14,703			(1,525	)		13,178
Total net revenues		143,672			(29,598	)		114,074
Operating expenses:
Costs of operations (exclusive of depreciation, amortization and accretion):
Site rental and broadcast transmission		40,935			(9,508	)		31,427
Network services and other		10,996			(1,623	)		9,373
General and administrative		21,610			(3,122	)		18,488
Corporate development		439			—			439
Restructuring charges (credits)		(33	)		—			(33	)
Asset write-down charges		1,948			(180	)		1,768
Non-cash general and administrative compensation charges		2,215			(174	)		2,041
Depreciation, amortization and accretion		61,225			(10,514	)		50,711
		139,335			(25,121	)		114,214
Operating income (loss)		4,337			(4,477	)		(140	)
Other income (expense):
Interest and other income (expense)		(25,027	)		953			(24,074	)
Interest expense and amortization of deferred financing costs		(41,255	)		2,680			(38,575	)
Income (loss) from continuing operations before income taxes and minority interests		(61,945	)		(844	)		(62,789	)
Provision for income taxes		(153	)		—			(153	)
Minority interests		(1,346	)		2,474			1,128
Income (loss) from continuing operations	$	(63,444	)	$	1,630		$	(61,814	)

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CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION

AS OF MARCH 31, 2004

(In thousands of dollars)

	Historical		Adjustments for CCUK Sale			Adjustments for Repayment of 2000 Credit Facility			Pro Forma
Assets:
Current assets:
Cash and cash equivalents	$	171,485	$	2,027,500	(a)	$	(1,287,000	)(f)	$	911,985
Receivables, net		84,987		(49,991	)(b)		—			34,996
Inventories		17,435		(7,807	)(b)		—			9,628
Prepaid expenses and other current assets		81,195		(48,306	)(b)		—			32,889
Total current assets		355,102		1,921,396			(1,287,000	)		989,498
Property and equipment, net		4,700,727		(999,309	)(b)		—			3,701,418
Goodwill		1,235,433		(968,362	)(b)		—			267,071
Deferred financing costs and other assets, net		155,618		(366	)(b)		(14,626	)(g)		140,626
	$	6,446,880	$	(46,641	)	$	(1,301,626	)	$	5,098,613
Liabilities and Stockholders’ Equity:
Current liabilities:
Accounts payable	$	37,235	$	(29,061	)(c)	$	—		$	8,174
Accrued interest		31,230		—			—			31,230
Accrued compensation and related benefits		7,857		(2,238	)(c)		—			5,619
Deferred rental revenues and other accrued liabilities		274,089		(159,109	)(d)		—			114,980
Long-term debt, current maturities		46,461		—			(46,461	)(f)		—
Total current liabilities		396,872		(190,408	)		(46,461	)		160,003
Long-term debt, less current maturities		3,138,866		—			(1,240,539	)(f)		1,898,327
Other liabilities		222,162		(165,787	)(c)		—			56,375
Total liabilities		3,757,900		(356,195	)		(1,287,000	)		2,114,705
Minority interests		210,317		—			—			210,317
Redeemable preferred stock		507,037		—			—			507,037
Stockholders’ equity		1,971,626		309,554	(e)		(14,626	)(g)		2,266,554
	$	6,446,880	$	(46,641	)	$	(1,301,626	)	$	5,098,613

See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet Information.

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CROWN CASTLE INTERNATIONAL CORP. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET INFORMATION

(In thousands of dollars)

(a)	Reflects the following adjustments to cash and cash equivalents:
	(1)    Increase resulting from the proceeds of the sale of CCUK	$	2,035,000
	(2)    Decrease resulting from the payment of fees related to the sale of CCUK		(7,500	)
	Total adjustments to cash and cash equivalents	$	2,027,500
(b)	Reflects the decreases in assets resulting from the sale of CCUK.
(c)	Reflects the decreases in liabilities resulting from the sale of CCUK, other than deferred rental revenues and other liabilities (see note d).
(d)	Reflects the following adjustments to deferred rental revenues and other accrued liabilities:
	(1)    Decrease resulting from the sale of CCUK	$	(171,109	)
	(2)    Increase resulting from estimated alternative minimum tax liability related to the gain on sale of CCUK		12,000
	Total adjustments to deferred rental revenues and other accrued liabilities	$	(159,109	)
(e)	Reflects the following adjustments to stockholders’ equity:
	(1)    Increase resulting from estimated gain on sale of CCUK, net of tax	$	558,951
	(2)    Increase resulting from minimum pension liability adjustment related to CCUK’s liabilities which is removed from accumulated other comprehensive income (loss) upon sale of CCUK		11,660
	(3)    Decrease resulting from foreign currency translation adjustments related to CCUK’s assets and liabilities which are removed from accumulated other comprehensive income (loss) upon sale of CCUK		(261,057	)
	Total adjustments to stockholders’ equity	$	309,554
(f)	Reflects the decrease resulting from the required repayment of the 2000 Credit Facility.
(g)	Reflects the write-off of deferred financing costs related to the 2000 Credit Facility.

The following table summarizes the adjustments for the CCUK sale, with increases to liabilities and stockholders’ equity balances shown as negative amounts:

8

	Adjustment Reference
	(a)(1), (e)(1)			(a)(2), (e)(1)			(b), (e)(1)			(c), (e)(1)			(d)(1), (e)(1)			(d)(2), (e)(1)			(e)(1), (e)(2)			(e)(1), (e)(3)			Total
Cash and cash equivalents	$	2,035,000		$	(7,500	)	$	—		$	—		$	—		$	—		$	—		$	—		$	2,027,500
Receivables, net		—			—			(49,991	)		—			—			—			—			—			(49,991	)
Inventories		—			—			(7,807	)		—			—			—			—			—			(7,807	)
Prepaid expenses and other current assets		—			—			(48,306	)		—			—			—			—			—			(48,306	)
Property and equipment, net		—			—			(999,309	)		—			—			—			—			—			(999,309	)
Goodwill		—			—			(968,362	)		—			—			—			—			—			(968,362	)
Deferred financing costs and other assets, net		—			—			(366	)		—			—			—			—			—			(366	)
Accounts payable		—			—			—			29,061			—			—			—			—			29,061
Accrued compensation and related benefits		—			—			—			2,238			—			—			—			—			2,238
Deferred rental revenues and other accrued liabilities		—			—			—			—			171,109			(12,000	)		—			—			159,109
Other liabilities		—			—			—			165,787			—			—			—			—			165,787
Stockholders’ equity:
Accumulated other comprehensive income (loss)		—			—			—			—			—			—			(11,660	)		261,057			249,397
Accumulated deficit		(2,035,000	)		7,500			2,074,141			(197,086	)		(171,109	)		12,000			11,660			(261,057	)		(558,951	)
	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—

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The following table summarizes the adjustments for the required repayment of the 2000 Credit Facility, with increases to liabilities and stockholders’ equity balances shown as negative amounts:

	Adjustment Reference
	(f), (g)
Cash and cash equivalents	$	(1,287,000	)
Deferred financing costs and other assets, net		(14,626	)
Long-term debt, current maturities		46,461
Long-term debt, less current maturities		1,240,539
Stockholders’ equity:
Accumulated deficit		14,626
	$	—

The following table summarizes the unaudited pro forma balance sheet information for the Restricted Group under our high yield debt instruments. Such information is not intended as an alternative measure of financial position as would be determined in accordance with generally accepted accounting principles.

	As of March 31, 2004
	Pro Forma		Exclusion of Unrestricted Subsidiaries			Restricted Group Pro Forma
Assets:
Cash and cash equivalents	$	911,985	$	(87,741	)	$	824,244
Other current assets		77,513		(6,707	)		70,806
Property and equipment, net		3,701,418		(695,650	)		3,005,768
Investments in Unrestricted Subsidiaries		—		519,582			519,582
Goodwill		267,071		(55,377	)		211,694
Deferred financing costs and other assets, net		140,626		(42,252	)		98,374
	$	5,098,613	$	(368,145	)	$	4,730,468
Liabilities and Stockholders’ Equity:
Current liabilities	$	160,003	$	(19,859	)	$	140,144
Long-term debt, less current maturities		1,898,327		(180,000	)		1,718,327
Other liabilities		56,375		(6,134	)		50,241
Minority interests		210,317		(162,152	)		48,165
Redeemable preferred stock		507,037		—			507,037
Stockholders’ equity		2,266,554		—			2,266,554
	$	5,098,613	$	(368,145	)	$	4,730,468

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