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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000607/0000899243-00-001472/0000899243-00-001472.txt : 20000919
<SEC-HEADER>0000899243-00-001472.hdr.sgml : 20000919
ACCESSION NUMBER:		0000899243-00-001472
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20000605
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20000607

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CROWN CASTLE INTERNATIONAL CORP
		CENTRAL INDEX KEY:			0001051470
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4899
]		IRS NUMBER:				760470458
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		8-K
			SEC ACT:		
			SEC FILE NUMBER:	000-24737
			FILM NUMBER:		650371
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		510 BERING DRIVE
				STREET 2:		SUITE 500
				CITY:			HOUSTON
				STATE:			TX
				ZIP:			77057
				BUSINESS PHONE:		7135703000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		510 BERING DRIVE
					STREET 2:		SUITE 500
					CITY:			HOUSTON
					STATE:			TX
					ZIP:			77057
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                 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 5, 2000

                        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                                   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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

   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.

   Capitalized terms used but not defined herein shall have the meaning
assigned thereto in the Company's Registration Statement on Form S-3 (Reg. No.
333-83395), as amended and as supplemented by a prospectus supplement dated
August 5, 1999.

Item 5. Other Events

   In connection with a previously announced Disposition Agreement between us
and France Telecom, on June 5, 2000 France Telecom agreed to sell 29,942,360
shares of our common stock in an underwritten public offering for approximately
$693.1 million, net of underwriting discounts. The sale is scheduled to settle
on June 8, 2000, and is subject to customary closing conditions. When the
offering is closed, France Telecom will relinquish its governance rights in
Crown Castle and its subsidiaries. Within thirty days of the closing, France
Telecom will sell its remaining interests in Crown Castle to one or more
financial institutions, who will agree to a one year lock-up of such shares.
For a more detailed description of the transaction, see the Press Release and
Amendment No. 1 to the Disposition Agreement, each of which is attached as an
exhibit hereto.

Item 7. Financial Statements and Exhibits

   (a) Financial statements of businesses acquired.

   --Not applicable.

   (b) Pro forma financial information.

   The following unaudited pro forma condensed consolidated financial
statements, together with the introductory language thereto, are included
herein as Exhibit 2.1:

  (1) Unaudited Pro Forma Condensed Consolidated Statements of Operations for
      the year ended December 31, 1999 and the three months ended March 31,
      2000

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

  (3) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March
      31, 2000

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

   (c) Exhibits

<TABLE>
<CAPTION>
 Exhibit No. Description
 ----------- -----------
 <C>         <S>
    2.1      Unaudited Pro Forma Condensed Consolidated Financial Statements of
             Crown Castle International Corp.
    99.1     Press Release dated June 5, 2000.
    99.2     Amendment No. 1 to Disposition Agreement among Crown Castle
             International Corp., Crown Castle UK Holdings Limited, France
             Telecom S.A., Telediffusion de France International S.A., and
             Transmission Future Networks B.V. and the financial institutions
             that have executed counterpart signature pages thereto, dated June
             5, 2000.
</TABLE>

                                       1
<PAGE>

                                   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.

                                                /s/ Wesley D. Cunningham
                                          By: _________________________________
                                          Name: Wesley D. Cunningham
                                          Title:  Senior Vice President,
                                             Corporate Controller and
                                             Chief Accounting Officer
Date: June 6, 2000

                                       2
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit
   No.   Description
 ------- -----------
 <C>     <S>
 2.1     Unaudited Pro Forma Condensed Consolidated Financial Statements of
         Crown Castle International Corp.
  99.1   Press Release dated June 5, 2000.
  99.2   Amendment No. 1 to Disposition Agreement among Crown Castle
         International Corp., Crown Castle UK Holdings Limited, France Telecom
         S.A., Telediffusion de France International S.A., and Transmission
         Future Networks B.V. and the financial institutions that have executed
         counterpart signature pages thereto, dated June 5, 2000.
</TABLE>

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>UNAUDITED PRO FORMA FINANCIAL STATEMENTS
<TEXT>

<PAGE>

                                                                     EXHIBIT 2.1


   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   The following unaudited pro forma condensed consolidated financial
statements are based on the historical financial statements of CCIC and the
historical financial statements of the entities acquired by CCIC during the
periods presented, adjusted to give effect to the following transactions:

  (1) the 1999 debt and equity offerings and the issuance of the convertible
      preferred stock and warrants in the GE Capital transaction;

  (2) the Bell Atlantic joint venture;

  (3) the BellSouth transaction;

  (4) the Powertel acquisition; and

  (5) the recent borrowings under the term loans.

   The Unaudited Pro Forma Condensed Consolidated Statements of Operations for
the year ended December 31, 1999 and the three months ended March 31, 2000 give
effect to these transactions as if they had occurred as of January 1, 1999. The
Unaudited Pro Forma Condensed Consolidated Balance Sheet gives effect to the
transaction described in clause (5) above as if it had been completed as of
March 31, 2000. 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 statements are
tables summarizing the unaudited pro forma results of operations and balance
sheet for CCIC and its subsidiaries that are restricted by covenants in our
high yield debt instruments. These subsidiaries exclude our U.K. subsidiaries
and the Bell Atlantic joint venture, both of which are designated as
unrestricted subsidiaries under our high yield debt instruments.

   The pro forma financial statements do not purport to represent what CCIC's
results of operations or financial condition would actually have been had these
transactions in fact occurred on such dates or to project CCIC's results of
operations or financial condition for any future date or period. The pro forma
financial statements 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 CCIC's
most recent annual report on Form 10-K and quarterly report on Form 10-Q.

   The Bell Atlantic joint venture and the Powertel acquisition are accounted
for under the purchase method of accounting. The total purchase price for the
Bell Atlantic joint venture and the Powertel acquisition has been allocated to
the identifiable tangible and intangible assets and liabilities of the
applicable acquired business based upon CCIC's estimate of their fair values
with the remainder allocated to goodwill and other intangible assets.

   In April 2000, CCIC (1) paid $538.8 million in cash (of which $395.9 million
resulted from borrowings under the term loans) in connection with closings for
the GTE Wireless, Optus, BellSouth and BellSouth DCS transactions and (2) used
$50.0 million in funds from an escrow account in connection with a closing for
the GTE Wireless transaction. The effect of these payments has not been
reflected in the Unaudited Pro Forma Condensed Consolidated Balance Sheet.

                                       1
<PAGE>

       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                          Year Ended December 31, 1999
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                      Adjustments                    Pro Forma
                                                                        for 1999                      for 1999
                                      Adjustments                     Acquisitions   Adjustments    Transactions
                          Historical   for 1999      Historical 1999 and Bell South   for 2000        and 2000
                             CCIC      Offerings     Acquisitions(c)  Transaction    Term Loans      Term Loans
                          ----------  -----------    --------------- --------------  -----------    ------------
<S>                       <C>         <C>            <C>             <C>             <C>            <C>
Net revenues:
  Site rental and
   broadcast
   transmission.........  $ 267,894    $     --          $ 5,569        $ 35,671 (d)  $     --       $ 309,134
  Network services and
   other................     77,865          --               --              --            --          77,865
                          ---------    --------          -------        --------      --------       ---------
   Total net revenues...    345,759          --            5,569          35,671            --         386,999
Operating expenses:
  Costs of operations:
   Site rental and
    broadcast
    transmission........    114,436          --            7,948           7,207 (e)        --         129,591
   Network services and
    other...............     42,312          --               --              --            --          42,312
  General and
   administrative.......     43,823          --               --          10,878 (f)        --          54,701
  Corporate
   development..........      5,403          --               --              --            --           5,403
  Restructuring
   charges..............      5,645          --               --              --            --           5,645
  Non-cash compensation
   charges..............      2,173          --               --              --            --           2,173
  Depreciation and
   amortization.........    130,106          --            5,532          27,887 (g)        --         163,525
                          ---------    --------          -------        --------      --------       ---------
                            343,898          --           13,480          45,972            --         403,350
                          ---------    --------          -------        --------      --------       ---------
Operating income
 (loss).................      1,861          --           (7,911)        (10,301)           --         (16,351)
Other income (expense):
  Interest and other
   income (expense).....     17,731          --               --              --            --          17,731
  Interest expense and
   amortization of
   deferred financing
   costs................   (110,908)    (36,947)(a)           --          (4,428)(h)   (47,250)(j)    (199,533)
                          ---------    --------          -------        --------      --------       ---------
Income (loss) before
 income taxes, minority
 interests and
 cumulative effect of
 change in accounting
 principle..............    (91,316)    (36,947)          (7,911)        (14,729)      (47,250)       (198,153)
Provision for income
 taxes..................       (275)         --               --              --            --            (275)
Minority interests......     (2,756)         --               --           1,224 (i)        --          (1,532)
                          ---------    --------          -------        --------      --------       ---------
Income (loss) before
 cumulative effect of
 change in accounting
 principle..............    (94,347)    (36,947)          (7,911)        (13,505)      (47,250)       (199,960)
Cumulative effect of
 change in accounting
 principle for costs of
 start-up activities....     (2,414)         --               --              --            --          (2,414)
                          ---------    --------          -------        --------      --------       ---------
Net income (loss).......    (96,761)    (36,947)          (7,911)        (13,505)      (47,250)       (202,374)
Dividends on preferred
 stock..................    (28,881)    (14,916)(b)           --              --            --         (43,797)
                          ---------    --------          -------        --------      --------       ---------
Net income (loss) after
 deduction of dividends
 on preferred stock.....  $(125,642)   $(51,863)         $(7,911)       $(13,505)     $(47,250)      $(246,171)
                          =========    ========          =======        ========      ========       =========
Per common share--basic
 and diluted:
Loss before cumulative
 effect of change in
 accounting principle...  $   (0.94)                                                                 $   (1.54)
Cumulative effect of
 change in accounting
 principle..............      (0.02)                                                                     (0.02)
                          ---------                                                                  ---------
Net loss................  $   (0.96)                                                                 $   (1.56)
                          =========                                                                  =========
Common shares
 outstanding--basic and
 diluted (in
 thousands).............    131,466                                                                    158,016
                          =========                                                                  =========
</TABLE>

     See Notes to Unaudited Pro Forma Condensed Consolidated Statements of
                                   Operations

                                       2
<PAGE>

       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

                       Three Months Ended March 31, 2000
                (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                       Pro
                                                                      Forma
                                                      Adjustments    for 2000
                                           Historical  for 2000        Term
                                              CCIC    Term Loans      Loans
                                           ---------- -----------    --------
<S>                                        <C>        <C>            <C>
Net revenues:
  Site rental and broadcast transmission..  $ 93,741   $    --       $ 93,741
  Network services and other..............    30,503        --         30,503
                                            --------   --------      --------
    Total net revenues....................   124,244        --        124,244
                                            --------   --------      --------
Operating expenses:
  Costs of operations:
    Site rental and broadcast
     transmission.........................    40,287        --         40,287
    Network services and other............    15,901        --         15,901
  General and administrative..............    14,853        --         14,853
  Corporate development...................     2,071        --          2,071
  Non-cash compensation charges...........       461        --            461
  Depreciation and amortization...........    45,122        --         45,122
                                            --------   --------      --------
                                             118,695        --        118,695
                                            --------   --------      --------
Operating income (loss)...................     5,549        --          5,549
Other income (expense):
  Interest and other income (expense).....     5,704        --          5,704
  Interest expense and amortization of
   deferred financing costs...............   (41,761)   (12,907)(j)   (54,668)
                                            --------   --------      --------
Income (loss) before income taxes,
 minority interests and extraordinary
 item.....................................   (30,508)   (12,907)      (43,415)
Provision for income taxes................       (11)       --            (11)
Minority interests........................    (1,541)       --         (1,541)
                                            --------   --------      --------
Income (loss) before extraordinary item...   (32,060)   (12,907)      (44,967)
Extraordinary item--loss on early
 extinguishment of debt...................    (1,495)       --         (1,495)
                                            --------   --------      --------
Net income (loss).........................   (33,555)   (12,907)      (46,462)
Dividends on preferred stock..............   (11,493)       --        (11,493)
                                            --------   --------      --------
Net income (loss) after deduction of
 dividends on preferred stock.............  $(45,048)  $(12,907)     $(57,955)
                                            --------   --------      --------
Per common share--basic and diluted:
Loss before extraordinary item............  $  (0.27)                $  (0.36)
Extraordinary item........................     (0.01)                   (0.01)
                                            --------                 --------
Net loss..................................    $(0.28)                $  (0.37)
                                            ========                 ========
Common shares outstanding--basic and
 diluted (in thousands)...................   158,566                  158,566
                                            ========                 ========
</TABLE>

     See Notes to Unaudited Pro Forma Condensed Consolidated Statements of
                                   Operations

                                       3
<PAGE>

  Notes to Unaudited Pro Forma Condensed Consolidated Statements of Operations
                             (Dollars in thousands)

(a) Reflects:
  (1) increase in interest expense as a result of the issuance of the notes
      in the 1999 debt offerings of $36,132; and
  (2) amortization of deferred financing costs related to the notes issued in
      the 1999 debt offerings of $815.
(b) Reflects the increase in dividends attributable to the issuance of the
    convertible preferred stock.
(c) Reflects:
  (1) the historical results of operations of the tower operations
      contributed to the Bell Atlantic joint venture, comprising net
      revenues, costs of operations and depreciation and amortization of
      $3,705, $5,359 and $1,899, respectively; and
  (2) the historical results of operations of the tower operations acquired
      in the Powertel acquisition, comprising net revenues, costs of
      operations and depreciation and amortization of $1,864, $2,589 and
      $3,633, respectively.
(d) Reflects:
  (1) additional revenues to be recognized by the Bell Atlantic joint venture
      under the global lease and the formation agreement of $8,092;
  (2) additional revenues to be recognized by CCIC in connection with the
      BellSouth transaction for the sublease of tower space by BellSouth,
      including $16,842 in revenues to be received from BellSouth and $4,552
      in revenues to be received from other tenants; and
  (3) additional revenues to be recognized by CCIC in connection with the
      Powertel acquisition under the master site agreements of $6,185.
(e) Reflects additional costs to be incurred for ground rents in connection
    with the BellSouth agreement.
(f) We expect that the Bell Atlantic joint venture will incur incremental
    operating expenses as a stand-alone entity. Such incremental expenses are
    estimated to amount to approximately $1,313 for the year ended December 31,
    1999. In addition, we expect that we will incur incremental operating
    expenses as a result of the BellSouth transaction and the Powertel
    acquisition. Such incremental expenses are estimated to amount to
    approximately $9,565 for the year ended December 31, 1999. These
    incremental operating expenses are based on management's best estimates
    rather than any contractual obligations.
(g) Reflects the incremental depreciation of property and equipment as a result
    of:
  (1) the Bell Atlantic joint venture for $6,222;
  (2) the BellSouth transaction for $19,282; and
  (3) the Powertel acquisition for $2,383.
  Property and equipment is being depreciated over twenty years.
(h) Reflects additional interest expense attributable to borrowings under the
    credit facility entered into by the Bell Atlantic joint venture. Such
    borrowings were initially estimated to incur interest at a rate of 9.25%
    per annum.
(i) Reflects the minority partner's 38.5% interest in the Bell Atlantic joint
    venture's operations.
(j) Reflects:
  (1) increase in interest expense as a result of borrowings under the term
      loans of $46,875 for the year ended December 31, 1999 and $12,813 for
      the three months ended March 31, 2000; and
  (2) amortization of deferred financing costs related to the term loans of
      $375 for the year ended December 31, 1999 and $94 for the three months
      ended March 31, 2000.
  Borrowings under the term loans were initially incurring interest at a rate
  of 10.06% per annum, with such interest rate increasing on a periodic
  basis.

                                       4
<PAGE>

   The following tables summarize the unaudited pro forma results of operations
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.

<TABLE>
<CAPTION>
                                         Year Ended  December 31, 1999
                                 ----------------------------------------------
                                                               Restricted Group
                                    Pro Forma                     Pro Forma
                                     for 1999     Exclusion of     for 1999
                                 Transactions and Unrestricted Transactions and
                                 2000 Term Loans  Subsidiaries 2000 Term Loans
                                 ---------------- ------------ ----------------
<S>                              <C>              <C>          <C>
Net revenues:
  Site rental and broadcast
   transmission.................    $ 309,134      $(221,398)     $  87,736
  Network services and other....       77,865        (31,981)        45,884
                                    ---------      ---------      ---------
    Total net revenues..........      386,999       (253,379)       133,620
                                    ---------      ---------      ---------
Operating expenses:
  Costs of operations:
    Site rental and broadcast
     transmission...............      129,591        (99,095)        30,496
    Network services and other..       42,312        (20,275)        22,037
  General and administrative....       54,701        (12,084)        42,617
  Corporate development.........        5,403           (819)         4,584
  Restructuring charges.........        5,645            --           5,645
  Non-cash compensation
   charges......................        2,173           (769)         1,404
  Depreciation and
   amortization.................      163,525        (95,873)        67,652
                                    ---------      ---------      ---------
                                      403,350       (228,915)       174,435
                                    ---------      ---------      ---------
Operating income (loss).........      (16,351)       (24,464)       (40,815)
Other income (expense):
  Interest and other income
   (expense)....................       17,731         (7,797)         9,934
  Interest expense and
   amortization of deferred
   financing costs..............     (199,533)        44,995       (154,538)
                                    ---------      ---------      ---------
Income (loss) before income
 taxes, minority interests and
 cumulative effect of change in
 accounting principle...........     (198,153)        12,734       (185,419)
Provision for income taxes......         (275)           --            (275)
Minority interests..............       (1,532)         1,532             --
                                    ---------      ---------      ---------
Income (loss) before cumulative
 effect of change in accounting
 principle......................     (199,960)        14,266       (185,694)
Cumulative effect of change in
 accounting principle for costs
 of start-up activities.........       (2,414)           --          (2,414)
                                    ---------      ---------      ---------
Net income (loss)...............     (202,374)        14,266       (188,108)
Dividends on preferred stock....      (43,797)           --         (43,797)
                                    ---------      ---------      ---------
Net income (loss) after
 deduction of dividends on
 preferred stock................    $(246,171)     $  14,266      $(231,905)
                                    =========      =========      =========
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                          Three Months Ended  March 31, 2000
                                       ----------------------------------------
                                                               Restricted Group
                                       Pro Forma  Exclusion of    Pro Forma
                                        for 2000  Unrestricted     for 2000
                                       Term Loans Subsidiaries    Term Loans
                                       ---------- ------------ ----------------
<S>                                    <C>        <C>          <C>
Net revenues:
  Site rental and broadcast
   transmission......................   $ 93,741    $(62,371)      $ 31,370
  Network services and other.........     30,503     (12,414)        18,089
                                        --------    --------       --------
    Total net revenues...............    124,244     (74,785)        49,459
                                        --------    --------       --------
Operating expenses:
  Costs of operations:
    Site rental and broadcast
     transmission....................     40,287     (28,622)        11,665
    Network services and other.......     15,901      (8,134)         7,767
  General and administrative.........     14,853      (2,823)        12,030
  Corporate development..............      2,071        (285)         1,786
  Non-cash compensation charges......        461         (54)           407
  Depreciation and amortization......     45,122     (23,672)        21,450
                                        --------    --------       --------
                                         118,695     (63,590)        55,105
                                        --------    --------       --------
Operating income (loss)..............      5,549     (11,195)        (5,646)
Other income (expense):
  Interest and other income
   (expense).........................      5,704        (656)         5,048
  Interest expense and amortization
   of deferred financing costs.......    (54,668)     12,661        (42,007)
                                        --------    --------       --------
Income (loss) before income taxes,
 minority interests and extraordinary
 item................................    (43,415)        810        (42,605)
Provision for income taxes...........        (11)        --             (11)
Minority interests...................     (1,541)      1,441           (100)
                                        --------    --------       --------
Income (loss) before extraordinary
 item................................    (44,967)      2,251        (42,716)
Extraordinary item--loss on early
 extinguishment of debt..............     (1,495)        --          (1,495)
                                        --------    --------       --------
Net income (loss)....................    (46,462)      2,251        (44,211)
Dividends on preferred stock.........    (11,493)        --         (11,493)
                                        --------    --------       --------
Net income (loss) after deduction of
 dividends on preferred stock........   $(57,955)   $  2,251       $(55,704)
                                        ========    ========       ========
</TABLE>

                                       6
<PAGE>

            UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

                              As of March 31, 2000
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                       Adjustments   Pro Forma
                                            Historical  for 2000      for 2000
                                               CCIC    Term Loans    Term Loans
                                            ---------- -----------   ----------
<S>                                         <C>        <C>           <C>
Assets:
Current assets:
  Cash and cash equivalents...............  $  509,505  $395,875(a)  $  905,380
  Receivables.............................      88,041       --          88,041
  Inventories.............................      24,948       --          24,948
  Prepaid expenses and other current
   assets.................................      12,897       --          12,897
                                            ----------  --------     ----------
    Total current assets..................     635,391   395,875      1,031,266
Property and equipment, net...............   2,851,855       --       2,851,855
Escrow deposit for acquisition............      50,000       --          50,000
Goodwill and other intangible assets,
 net......................................     595,166       --         595,166
Deferred financing costs and other assets,
 net......................................      80,100     4,125(b)      84,225
                                            ----------  --------     ----------
                                            $4,212,512  $400,000     $4,612,512
                                            ==========  ========     ==========
Liabilities and Stockholders' Equity:
Current liabilities:
  Accounts payable........................  $   43,640  $    --      $   43,640
  Other current liabilities...............      99,824       --          99,824
  Long-term debt, current maturities......         --        --             --
                                            ----------  --------     ----------
    Total current liabilities.............     143,464       --         143,464
Long-term debt............................   1,892,566   400,000(c)   2,292,566
Other liabilities.........................      75,250       --          75,250
                                            ----------  --------     ----------
    Total liabilities.....................   2,111,280   400,000      2,511,280
                                            ----------  --------     ----------
Minority interests........................      74,529       --          74,529
Redeemable preferred stock................     430,291       --         430,291
Stockholders' equity......................   1,596,412       --       1,596,412
                                            ----------  --------     ----------
                                            $4,212,512  $400,000     $4,612,512
                                            ==========  ========     ==========
</TABLE>


     See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

                                       7
<PAGE>

       Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet
                             (Dollars in thousands)

(a) Reflects the following adjustments to cash and cash equivalents:
<TABLE>
   <S>                                                               <C>
   (1) Increase resulting from borrowings under the term loans...... $400,000
   (2) Decrease resulting from the payment of fees and expenses
       related to the term loans....................................   (4,125)
                                                                     --------
     Total adjustments to cash and cash equivalents................. $395,875
                                                                     ========
(b) Reflects deferred financing costs resulting from the payment of fees and
    expenses related to the term loans.
</TABLE>
(c) Reflects the increase resulting from borrowings under the term loans.

   The following table summarizes the adjustments for the 2000 term loans, with
increases to liabilities balances shown as negative amounts:

<TABLE>
<CAPTION>
                                             Adjustment Reference
                                             ----------------------
                                             (a)(1),(c)  (a)(2),(b)   Total
                                             ----------  ---------- ---------
   <S>                                       <C>         <C>        <C>
   Cash and cash equivalents................ $ 400,000    $(4,125)  $ 395,875
   Deferred financing costs and other
    assets, net.............................        --      4,125       4,125
   Long-term debt...........................  (400,000)        --    (400,000)
                                             ---------    -------   ---------
                                             $      --    $    --   $      --
                                             =========    =======   =========
</TABLE>


                                       8
<PAGE>

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

<TABLE>
<CAPTION>
                                                   As of March 31, 2000
                                            -----------------------------------
                                                                     Restricted
                                                                       Group
                                            Pro Forma  Exclusion of  Pro Forma
                                             for 2000  Unrestricted   for 2000
                                            Term Loans Subsidiaries  Term Loans
                                            ---------- ------------  ----------
<S>                                         <C>        <C>           <C>
Assets:
Current assets:
  Cash and cash equivalents...............  $  905,380 $   (34,498)  $  870,882
  Receivables.............................      88,041     (39,877)      48,164
  Inventories.............................      24,948     (15,489)       9,459
  Prepaid expenses and other current
   assets.................................      12,897      (9,272)       3,625
                                            ---------- -----------   ----------
    Total current assets..................   1,031,266     (99,136)     932,130
Property and equipment, net...............   2,851,855  (1,144,906)   1,706,949
Escrow deposit for acquisition............      50,000          --       50,000
Investments in Unrestricted Subsidiaries..          --     999,931      999,931
Goodwill and other intangible assets,
 net......................................     595,166    (460,598)     134,568
Deferred financing costs and other assets,
 net......................................      84,225     (11,574)      72,651
                                            ---------- -----------   ----------
                                            $4,612,512 $  (716,283)  $3,896,229
                                            ========== ===========   ==========
Liabilities and Stockholders' Equity:
Current liabilities:
  Accounts payable........................  $   43,640 $   (19,725)  $   23,915
  Other current liabilities...............      99,824     (66,054)      33,770
  Long-term debt, current maturities......          --          --           --
                                            ---------- -----------   ----------
    Total current liabilities.............     143,464     (85,779)      57,685
Long-term debt............................   2,292,566    (504,874)   1,787,692
Other liabilities.........................      75,250     (69,490)       5,760
                                            ---------- -----------   ----------
    Total liabilities.....................   2,511,280    (660,143)   1,851,137
                                            ---------- -----------   ----------
Minority interests........................      74,529     (56,140)      18,389
Redeemable preferred stock................     430,291          --      430,291
Stockholders' equity......................   1,596,412          --    1,596,412
                                            ---------- -----------   ----------
                                            $4,612,512 $  (716,283)  $3,896,229
                                            ========== ===========   ==========
</TABLE>

                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PRESS RELEASE DATED JUNE 5, 2000
<TEXT>

<PAGE>

                                                                    EXHIBIT 99.1

News Release

FOR IMMEDIATE RELEASE


           FRANCE TELECOM TO SELL 24.9 MILLION SHARES OF CROWN CASTLE
                           INTERNATIONAL CORP. STOCK

June 5, 2000, HOUSTON, TEXAS and PARIS, FRANCE -  Crown Castle International
Corp. (NASDAQ - TWRS) announced today that France Telecom has agreed to sell
24,942,360 shares of Crown Castle common stock through Salomon Smith Barney Inc.
and Goldman, Sachs & Co. in an underwritten public offering for approximately
$693.1 million, net of underwriting discounts.  The sale is scheduled to settle
on June 8, 2000, and is subject to customary closing conditions.

     When the offering is closed, France Telecom will relinquish its governance
rights in Crown Castle and its subsidiaries.  Within thirty days of the closing,
France Telecom will sell its remaining interests in Crown Castle (approximately
17.7 million shares of common stock, assuming the conversion or exercise of all
Crown Castle securities held by France Telecom, including the exchange of shares
and warrants in Crown Castle's UK subsidiary) to one or more financial
institutions, who will be required to agree to hold these shares for a one year
lock-up period.  The financial institutions will be required to vote their
shares on any matter submitted to Crown Castle's shareholders in
<PAGE>
                                                                               2

the same proportion as the votes cast with respect to all other outstanding
shares of Crown Castle common stock. After the lock-up period, the financial
institutions will have the right to sell the remaining shares, including in a
registered offering. After two years, Crown Castle will have the right to
require the financial institutions to sell the remaining shares.

     The offering of the shares will be made only by means of a prospectus,
copies of which may be obtained from Salomon Smith Barney Inc., The Brooklyn
Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York, 11220 and
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.

                                     # # #

Crown Castle Contacts:

W. Benjamin Moreland, CFO
Crown Castle International
713-570-3000

Ken Dennard, Easterly IR
kdennard@easterly.com
713-529-6600

France Telecom Contacts:

Nilou Ducastel, Press office
nilou.ducastle@francetelecom.fr
+33-1-44-44-93-93

Jean-Claude Grynberg, Investor Relations
jclaude.grynberg@francetelecom.fr
+33-1-44-44-05-49
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AMENDMENT NO. 1 TO DISPOSITION AGREEMENT
<TEXT>

<PAGE>

                                                               EXHIBIT 99.2

                                                               EXECUTION VERSION



                    AMENDMENT NO. 1 to DISPOSITION AGREEMENT (this "Agreement")
               dated as of the 5th day of June, 2000, among CROWN CASTLE
               INTERNATIONAL CORP., a Delaware corporation (the "Company"),
               CROWN CASTLE UK HOLDINGS LIMITED, a company incorporated under
               the laws of England and Wales ("CCUK"), which was formerly known
               as Castle Transmission Services (Holdings) Ltd, FRANCE TELECOM
               S.A., a company incorporated under the laws of France ("FT"),
               TELEDIFFUSION DE FRANCE INTERNATIONAL S.A. ("TDF"), a wholly
               owned indirect subsidiary of FT and a company incorporated in
               France, and TRANSMISSION FUTURE NETWORKS B.V., a wholly owned
               indirect subsidiary of FT and a company organized under the laws
               of the Netherlands ("TFN"), and the FINANCIAL INSTITUTIONS (the
               "Financial Institutions") that have executed counterpart
               signature pages thereto.


                             W I T N E S S E T H :


          WHEREAS the Company, CCUK, FT, TDF and TFN have entered into a
Disposition Agreement (the "Disposition Agreement") dated as of the 17th day of
May, 2000; and

          WHEREAS, the Company, CCUK, FT, TDF and TFN desire to enter into this
Amendment to amend the Disposition Agreement.

          Capitalized terms used and not otherwise defined in this Amendment
shall have the respective meanings assigned to them in the Disposition
Agreement, as amended hereby.

          NOW, THEREFORE, the Company, CCUK, FT, TDF and TFN, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, agree as follows:
<PAGE>

                                   ARTICLE I

                       Amendment to Disposition Agreement

          SECTION 1.01.  Amendment to Disposition Agreement. Upon the
effectiveness of this Amendment, the Disposition Agreement shall be and is
hereby amended as set forth in paragraph (a) below.

               (a) The reference to "one Business Day" in the first clause of
          the first sentence of Section 4.01(a) shall be replaced by the phrase
          "30 calendar days".

          SECTION 1.02.  Disposition Agreement.  Except as expressly amended or
modified herein, the Disposition Agreement (as amended hereby) shall continue in
full force and effect in accordance with the provisions hereof and thereof as in
existence on the date hereof.  After the date hereof, any reference to the
Disposition Agreement, shall mean the Disposition Agreement as amended by this
Amendment.

                                   ARTICLE II

                                 Miscellaneous


          SECTION 2.01.  Amendment and Waiver.  This Amendment may not be
amended, supplemented or discharged, and no provision hereof may be modified,
except expressly by an instrument in writing signed by the parties hereto.  Any
term or provision of this Amendment may be waived, but only in writing by the
party which is entitled to the benefit thereof.  No waiver of any provision
hereof by any party shall constitute a waiver thereof by any other party nor
shall any such waiver constitute a continuing waiver of any matter by such
party.

          SECTION 2.02.  Counterparts.  This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute but one instrument.  It shall not be necessary for each party
to sign each counterpart so long as every party has signed at least one
counterpart.
<PAGE>

                                                                               3

          SECTION 2.03.  Notices.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Amendment
shall be in writing and may be given by any of the following methods: (a)
personal delivery; (b) facsimile transmission; (c) registered or certified mail,
postage prepaid, return receipt requested; or (d) overnight delivery service.
Notices shall be sent to the appropriate party at its address or facsimile
number given below (or at such other address or facsimile number for such party
as shall be specified by notice given hereunder):

     If to the Company:  Crown Castle International Corp.
                         510 Bering Drive, Suite 500
                         Houston, TX 77057
                         Fax: (713) 570-3150
                         Attn:  General Counsel

     with a copy to:     Cravath, Swaine & Moore
                         Worldwide Plaza
                         825 Eighth Avenue
                         New York, NY 10019
                         Fax: (212) 474-3700
                         Attn:  Stephen L. Burns, Esq.

If to the           France Telecom
FT Group:           6, place d'Alleray
                    77505 Paris Cedex 15
                    France
                    Fax:  33 1 44 44 98 03
                    Attn: Eric Bouvier

with a copy to:     Allen & Overy
                    10 East 50th Street
                    New York, NY 10022
                    Fax: (212) 610-6399
                    Attn:  Cathleen E. McLaughlin, Esq.

if to a holder of
Restricted Shares:  To the address set forth
                    in the counterpart pursuant to which such holder
                    becomes a party to the Disposition Agreement.

All such notices, requests, demands, waivers and communications shall be deemed
received upon (i) actual receipt thereof by the addressee, (ii) actual delivery
thereof to the appropriate address or (iii) in the case of a facsimile
transmission, upon transmission thereof by the sender and issuance by the
transmitting machine of a confirmation slip that the number of pages
constituting the notice have been transmitted
<PAGE>

                                                                               4

without error. In the case of notices sent by facsimile transmission, the sender
shall contemporaneously mail a copy of the notice to the addressee at the
address provided for above. However, such mailing shall in no way alter the time
at which the facsimile notice is deemed to be received or the validity of such
facsimile notice.

SECTION 2.04.  Binding Effect; Assignment.  This Amendment and all of the
provisions hereof shall be binding upon and shall inure to the benefit of the
parties and their respective successors and permitted assigns; provided,
however, that the provisions hereof shall not be binding upon and shall not
inure to the benefit of any Financial Institution unless and until it has
executed a counterpart to the Disposition Agreement.  Neither this Amendment nor
any of the rights, interests or obligations hereunder shall be assigned,
directly or indirectly, including by operation of law, by any party hereto.

SECTION 2.05.  Entire Agreement.  This Amendment constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties or any of them with respect to the subject matter hereof.

SECTION 2.06.  Expenses.  Except as otherwise set forth in the Disposition
Agreement, each of the parties hereto shall pay its own costs and expenses
incurred in connection with this Amendment and the transactions contemplated
hereby, including the fees and expenses of counsel, irrespective of when
incurred.

SECTION 2.07.  Applicable Law and Jurisdiction; Service of Process.  (a)  This
Amendment shall be construed in accordance with and governed by the law of the
State of New York, regardless of the laws that might otherwise apply under
applicable principles of conflicts of laws thereof.

(b)  Any controversy, dispute or claim arising out of, in connection with, or in
     relation to the interpretation, performance or breach of this Amendment or
     otherwise arising out of the execution hereof, including any claim based on
     contract, tort or statute, shall be determined, at the request of any
     party, by arbitration conducted in New York, New York, before and in
     accordance with the then-existing Rules for commercial Arbitration of the
     American Arbitration Association (the "Rules"), and any judgment or award
     rendered by the arbitrator shall be final, binding and
<PAGE>

                                                                               5

     unappealable. Any state or federal court having jurisdiction may enter a
     judgment, or issue an injunction or other equitable relief, on such award.
     Each of the parties hereby irrevocably and unconditionally submits, for
     itself and its property, to the jurisdiction of the Supreme Court of the
     State of New York sitting in New York County and of the United States
     District Court of the Southern District of New York, and any appellate
     court from any thereof, for purposes of entering such judgment or issuing
     such injunction or other equitable relief. The pre-trial discovery
     procedures of the Federal Rules of Civil Procedure shall apply to any
     arbitration hereunder. Any controversy concerning whether a dispute is an
     arbitrable dispute or as to the interpretation or enforceability of this
     paragraph shall be determined by the arbitrator. The arbitrator shall be a
     neutral arbitrator who has expertise in the subject matter(s) of the
     dispute. The parties intend that the provisions to arbitrate set forth
     herein be valid, enforceable and irrevocable. The designation of the situs
     or a governing law for this Amendment or the arbitration shall not be
     deemed an election to preclude application of the Federal Arbitration Act,
     if it would be applicable. In the arbitrator's award the arbitrator shall
     allocate, in such arbitrator's discretion, among the parties to the
     arbitration all costs of the arbitration, including the fees and expenses
     of the arbitrator and reasonable attorneys' fees, costs and expert witness
     expenses of the parties.

The parties agree to comply with any award made in any such arbitration
proceedings that has become final in accordance with the Rules and agree to the
entry of a judgment in any jurisdiction upon any award rendered in such
proceedings becoming final under the Rules.  The arbitrator shall be entitled,
if appropriate, to award any remedy in such proceedings permitted in a civil
proceeding under the laws of the State of New York including, if appropriate,
monetary damages, specific performance and all other forms of legal and
equitable relief.

SECTION 2.08.  Article and Section Headings.  The article, section and other
headings contained in this Amendment and the exhibits and annexes hereto are for
reference purposes only and shall not affect the meaning or interpretation of
this Amendment.  When a reference is made in this Amendment to a Section, such
reference shall be to a Section of this Amendment unless otherwise indicated.

SECTION 2.09.  Specific Enforcement.  The parties hereto acknowledge and agree
that irreparable damage would occur in
<PAGE>

                                                                               6

the event any of the provisions of this Amendment were not performed in
accordance with their specific terms or were otherwise breached for which money
damages would not be an adequate remedy. It is accordingly agreed that,
notwithstanding Section 2.07, so long as permitted by applicable law, the
parties shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Amendment and to enforce specifically the terms and
provisions hereof without the necessity of proving the inadequacy of money
damages as a remedy.

SECTION 2.10.  Severability.  Should any provision of this Amendment for any
reason be declared invalid or unenforceable, such decision shall not affect the
validity or enforceability of any of the other provisions of this Amendment,
which remaining provisions shall remain in full force and effect and the
application of such invalid or unenforceable provision to persons or
circumstances other than those as to which it is held invalid or unenforceable
shall be valid and enforced to the fullest extent permitted by law.

SECTION 2.11.  Publicity.  Except as otherwise required by any applicable law,
court process or the rules of a national securities exchange or the Nasdaq
National Market, for so long as this Amendment is in effect, none of any member
of the FT Group, the Financial Institutions, the Company or CCUK shall issue or
cause the publication of any press release or other public announcement with
respect to the transactions contemplated by this Amendment without the consent
of each other party to this Amendment, which consent shall not be unreasonably
withheld.
<PAGE>

IN WITNESS WHEREOF, each party hereto has executed this Amendment as of the day
and year first above written.


                                        CROWN CASTLE INTERNATIONAL CORP.,


                                        by /s/ E. BLAKE HAWK
                                         -----------------------------------
                                        Name:  E. Blake Hawk
                                        Title: Executive Vice President


                                        CROWN CASTLE UK HOLDINGS LIMITED,


                                        by /s/ CHARLES C. GREEN, III
                                         -----------------------------------
                                        Name:  Charles C. Green, III
                                        Title: Director


                                        FRANCE TELECOM S.A.,


                                        by /s/ ERIC BOUVIER
                                        -----------------------------------
                                        Name:  Eric Bouvier
                                        Title: Senior Vice President


                                        TELEDIFFUSION DE FRANCE
                                        INTERNATIONAL S.A.,


                                        by /s/ ERIC BOUVIER
                                        -----------------------------------
                                        Name:  Eric Bouvier
                                        Title: Senior Vice President


                                        TRANSMISSION FUTURE NETWORKS B.V.


                                        by /s/ ERIC BOUVIER
                                        -----------------------------------
                                        Name:  Eric Bouvier
                                        Title: Senior Vice President
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
