-----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, MO0q2rtlxXnjU3qN+UYxNWYuSTMounRopgpjITr5eAwYCKs0i+WrririFXkY7QpF yo84W3+Gb7N04wqq8XM2hQ== 0000950130-99-002892.txt : 19990513 0000950130-99-002892.hdr.sgml : 19990513 ACCESSION NUMBER: 0000950130-99-002892 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 2 333-74553 FILED AS OF DATE: 19990512 EFFECTIVENESS DATE: 19990512 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: S-1MEF SEC ACT: SEC FILE NUMBER: 333-78273 FILM NUMBER: 99617642 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 S-1MEF 1 S-1MEF FILING DATED MAY 12, 1999 As filed with the Securities and Exchange Commission on May 12, 1999 Registration No. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-1 Registration Statement Under The Securities Act of 1933 --------------- Crown Castle International Corp. (Exact name of Registrant as specified in its charter) --------------- Delaware 4899 76-0470458 (State or other (Primary Standard Industrial (I.R.S. jurisdiction of Classification Code Number) Employer incorporation or Identification organization) Number) --------------- 510 Bering Drive Suite 500 Houston, Texas 77057 (713) 570-3000 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) Mr. Charles C. Green, III Executive Vice President and Chief Financial Officer Crown Castle International Corp. 501 Bering Drive Suite 500 Houston, Texas 77057 (713) 570-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: Stephen L. Burns, Esq. Kirk A. Davenport, Esq. Cravath, Swaine & Moore Latham & Watkins 825 Eighth Avenue 885 Third Avenue New York, New York 10019 New York, New York 10022 Approximate date of commencement of proposed sale to the public: May 12, 1999. If the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] Registration No. 333-74553 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] --------------- CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
Proposed Proposed Maximum Title of each Class of Amount Maximum Aggregate Securities to be to be Offering Price Offering Amount of Registered Registered Per Unit Price(a) Registration Fee - ------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------- 9% Senior Notes due 2011.................. $180,000,000 100% $180,000,000(b) $50,040(c)(d) - ------------------------------------------------------------------------------------- 10 3/8% Senior Discount Notes due 2011........ $500,000,000 $603.39 $301,695,000(e) $83,871.21(d)(f)
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- (a) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 promulgated under the Securities Act of 1933. (b) Represents an increase of $30,000,000 from amount of Senior Notes due 2011 previously registered. (c) $41,700 of this amount was previously paid. (d) The Registrant has instructed a bank to wire a total filing fee in the amount of $8,811.21 to the Securities and Exchange Commission's account; the registrant will not revoke such instructions; and there are sufficient funds in such Registrant's account to cover the amount of such filing fees. (e) Represents an increase of $1,695,000 from the amount of gross proceeds of Senior Notes due 2011 previously registered. (f) $83,400 of this amount was previously paid. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE AND INCORPORATION BY REFERENCE This registration statement is being filed with respect to the registration of additional amounts of 9% Senior Notes due 2011 and 10 3/8% Senior Discount Notes due 2011 of Crown Castle International Corp., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier effective registration statement (File No. 333-74553) are incorporated in this registration statement by reference. The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith. PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits All the exhibits filed with or incorporated by reference in Registration Statement No. 333-74553 are incorporated by reference into, and shall be deemed part of, this registration statement, including: 5.2 Opinion of Cravath, Swaine & Moore with respect to the legality of the notes being offered 23.2 Consent of Cravath, Swaine & Moore (included in opinion filed as Exhibit 5.2) 24 Power of Attorney (included on signature page of Registration No. 333-74553) except the following which are filed herewith: 23.1 Consent of KPMG LLP (filed herewith)
(b) Financial Statement Schedules All the financial statement schedules filed with or incorporated by reference in Registration Statement No. 333-74553 are incorporated by reference into, and shall be deemed part of, this registration statement. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 12th day of May, 1999. CROWN CASTLE INTERNATIONAL CORP., /s/ Charles C. Green, III by __________________________________ Name: Charles C. Green, III Title: Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on this 12th day of May, 1999.
Signature Title --------- ----- * Chief Executive Officer ------------------------------------- and Vice Chairman of Ted B. Miller, Jr. the Board (Principal Executive Officer) * President and Director ------------------------------------- David L. Ivy /s/ Charles C. Green, III Executive Vice President ------------------------------------- and Chief Financial Charles C. Green, III Officer (Principal Financial Officer) * Senior Vice President, ------------------------------------- Chief Accounting Wesley D. Cunningham Officer and Corporate Controller (Principal Accounting Officer) * Chairman of the Board ------------------------------------- Carl Ferenbach * Director ------------------------------------- Michael Azibert * Director ------------------------------------- Bruno Chetaille
II-2
Signature Title --------- ----- * Director ------------------------------------- Robert A. Crown * Director ------------------------------------- Randall A. Hack * Director ------------------------------------- Robert F. McKenzie * Director ------------------------------------- William A. Murphy * Director ------------------------------------- Jeffrey H. Schutz /s/ Charles C. Green, III ------------------------------------- Charles C. Green, III Attorney-in-Fact
II-3 EXHIBIT INDEX
Exhibit No. Description ------- ----------- 5.2** Opinion of Cravath, Swaine & Moore with respect to the notes being offered 23.1 Consent of KPMG LLP 23.2** Consent of Cravath, Swaine & Moore (included in opinion filed as Exhibit 5.2) 24* Power of Attorney
- -------- * Included on the signature page of Registration No. 333-74227. ** Incorporated by reference to the Exhibit of the same number to Amendment No. 5 to the Registration Statement on Form S-1 (Registration No. 333- 74553) which was filed by the Company on May 7, 1999. EX-23.1 2 CONSENT OF KPMG LLP EXHIBIT 23.1 The Board of Directors Crown Castle International Corp.: The audits referred to in our report dated February 24, 1999, related to Crown Castle International Corp. and its subsidiaries, include the related financial statement schedule as of December 31, 1998 and 1997, and for each of the years in the three-year period ended December 31, 1998, incorporated by reference in this Registration Statement. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We consent to the use of our reports as incorporated by reference herein and to the reference to our firm under the heading "Independent Auditors" in the prospectus, which is also incorporated by reference herein. /s/ KPMG LLP Houston, Texas May 12, 1999 -----END PRIVACY-ENHANCED MESSAGE-----