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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): FEBRUARY 28, 2002
CROWN CASTLE INTERNATIONAL CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-24737 76-0470458
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF INCORPORATION) 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
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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 5. Other Events
On March 1, 2002, Crown Castle International Corp. (the "Company") announced
that it plans to record a non-recurring restructuring charge estimated to be
between approximately $7 million to $13 million with respect to redundancies and
the disposition of certain service lines in connection with its United Kingdom
operations. The charge is expected to be reflected in the Company's results of
operations for the first quarter 2002. The announcement was made during the
Company's conference call relating to fourth quarter and year-end 2001 results.
An audio archive of the conference call will be available on the Company's
website at www.crowncastle.com and will be accessible for approximately 90 days.
Item 9. Regulation FD Disclosure
On February 28, 2002, the Company issued a press release disclosing its
financial results for fourth quarter and year-end 2001. Included in the press
release, the Company reissued its previously provided guidance through 2004 with
certain reductions to expected capital expenditures. As revised, the following
table sets forth the Company's current 2002 to 2004 guidance (dollars in
millions):
2002 2003 2004
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Site Rental and Broadcast Transmission Revenue $685 - 710 $810 - 840 $950 - 1000
Tower Gross Profit** 405 - 450 510 - 560 620 - 690
Service Gross Profit** 50 - 60 60 - 70 65 - 75
Total G&A 79 - 88 83 - 92 88 - 97
EBITDA 385 - 415 480 - 530 595 - 655
Capital Expenditures*** 475 - 575 275 - 375 250 - 350
Interest Expense 280 - 310 280 - 315 330 - 370
Cash Interest Expense 180 - 200 195 - 220 295 - 325
US tower builds 450 - 550 450 - 550 450 - 550
UK tower builds 450 - 550 450 - 550 350 - 450
** Gross Profit is defined as Net Revenue less Cost of Operations
*** 2002 Capital Expenditures includes the $142 million payment to BT
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), including expectations, projections and estimates regarding:
(i) revenues (including site rental and broadcast transmission revenue), (ii)
tower gross profit, (iii) service gross profit, (iv) general and administrative
expenses, (v) EBITDA, (vi) capital expenditures, (vii) interest expense
(including cash interest expense), and (viii) towers to be built.
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
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.. 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
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: March 11, 2002
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