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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): November 22, 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 Number)
Incorporation)
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
Completion of UK Bank Refinancing
On November 22, 2002, Crown Castle completed an amendment to its UK
revolving credit facility to cure a termination event, which resulted from the
termination of the ITV Digital transmission contract in connection with the
liquidation of ITV Digital. Under terms of the amended facility due June 18,
2006, Crown Castle will have (pound)120.0 million of borrowing capacity, of
which (pound)100.0 million was drawn as of November 22, 2002. The amendments
postpone any additional reductions in the revolver until June 30, 2004,
eliminate certain financial covenants and increase the applicable borrowing
margin by 25 basis points.
The following table summarizes our cash obligations with respect to our
long-term debt, our redeemable preferred stock and our site access fee to
British Telecom, as of November 22, 2002 and after taking into account the
credit facility amendments described above and our recent securities
repurchases:
Years Ending December 31,
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December 2002 2003 2004 2005 2006 2007 Thereafter Totals
------------- -------- -------- -------- -------- ---------- ---------- ------
(in thousands of dollars)
Long-term debt $ -- $14,250 $ 66,652 $235,837 $308,291 $537,573 $2,166,700 $3,329,303
Interest payments on
long-term debt (a) 11,663 209,610 229,801 268,217 252,498 244,520 698,187 1,914,496
Site access fee to
British Telecom,
secured by letter of
credit -- 78,765 -- -- -- -- -- 78,765
Redeemable preferred
stock -- -- -- -- -- -- 803,272 803,272
Dividend payments on
exchangeable preferred
stock -- -- 36,366 36,366 36,366 36,366 109,097 254,561
-------- -------- -------- -------- -------- -------- ---------- ----------
$ 11,663 $302,625 $332,819 $540,420 $597,155 $818,459 $3,777,256 $6,380,397
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(a) Interest payments on floating rate debt are estimated based on rates in
effect for all or part of the fourth quarter of 2002.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
10.1 Amended and Restated Loan Agreement dated
November 22, 2002 by and among Crown Castle
UK Limited, Crown Castle UK Holdings
Limited, Crown Castle Communications Limited
and the various banks and lenders listed as
parties thereto.
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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/ W. Benjamin Moreland
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Name: W. Benjamin Moreland
Title: Senior Vice President, Chief
Financial Officer and Treasurer
Date: November 22, 2002
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EXHIBIT INDEX
Exhibit No. Description
10.1 Amended and Restated Loan Agreement dated
November 22, 2002 by and among Crown Castle
UK Limited, Crown Castle UK Holdings
Limited, Crown Castle Communications Limited
and the various banks and lenders listed as
parties thereto.
3