UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
or
[_] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-24737
CROWN CASTLE INTERNATIONAL CORP. 401(K) PLAN
(Full title of the Plan and address of the Plan,
if different from that of the issuer named below)
CROWN CASTLE INTERNATIONAL CORP.
-------------------------------------------------
510 Bering Drive, Suite 500
Houston, Texas 77057-1457
-------------------------------------------------
(Name of issuer of the securities held pursuant to the
plan and the address of principal executive office)
CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
TABLE OF CONTENTS
PAGE REFERENCE
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statements of Net Assets Available
for Plan Benefits as of December 31, 2000 and 1999 2
Statements of Changes in Net Assets Available
for Plan Benefits for the year ended December 31, 2000,
and the period from May 1, 1999 (date of inception),
to December 31, 1999 3
Notes to Financial Statements 4
SCHEDULES
1. Assets Held for Investment Purposes (at the End of the Plan
Period) 10
2. Schedule of Nonexempt Transactions 11
Note: All other schedules required by the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 (ERISA), have been omitted
because there is no information to report.
SIGNATURE 12
EXHIBIT 13
23.1 Consent of KPMG LLP, Independent Auditors
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator for the
Crown Castle International Corp.
401(k) Plan:
We have audited the accompanying statements of net assets available for Plan
benefits of the Crown Castle International Corp. 401(k) Plan as of December 31,
2000 and 1999, and the related statements of changes in net assets available for
plan benefits for the year ended December 31, 2000, and the period from May 1,
1999 (date of inception), to December 31, 1999. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for the
year ended December 31, 2000, and the period from May 1, 1999 (date of
inception), to December 31, 1999, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were made for the purpose of formulating an opinion on the financial
statements taken as a whole. The accompanying supplementary schedules of assets
held for investment purposes and nonexempt transactions as of December 31, 2000,
are presented for purposes of complying with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, and are not a required part of the financial statements.
These supplemental schedules are the responsibility of the Plan's management.
The supplemental schedules have been subjected to the auditing procedures
applied in our audits of the financial statements and, in our opinion, are
fairly stated in all material respects in relation to the financial statements
taken as a whole.
/s/ KPMG LLP
Pittsburgh, Pennsylvania
June 18, 2001
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2000 and 1999
ASSETS 2000 1999
--------------- ----------------
Interest-bearing cash $ 17,405 $ 8,824
Investments (note 3):
Registered investment companies 7,981,272 6,519,053
Common stock 602,959 242,337
Participant loans 182,142 156,974
--------------- ----------------
Net assets 8,783,778 6,927,188
Receivables:
Interest 666 --
Participant contributions 105,629 54,813
Sponsor contributions 805,821 319,807
--------------- ----------------
Total receivables 912,116 374,620
--------------- ----------------
Net assets available for plan benefits $ 9,695,894 $ 7,301,808
=============== ================
See accompanying notes to the financial statements.
2
CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 2000, and the Period From May 1, 1999
(Date of Inception), to December 31, 1999
2000 1999
--------------- ---------------
Additions:
Additions to net assets attributed to:
Investment income:
Net realized gain (loss) and unrealized appreciation
(depreciation) on investments (note 3) $ (1,998,034) $ 1,066,202
Dividends and interest 523,661 294,552
Other income -- 3,059
Contributions:
Participant 2,425,172 1,127,428
Sponsor 1,579,071 666,557
Rollovers 592,656 1,351,805
--------------- ---------------
Total additions 3,122,526 4,509,603
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 723,440 525,231
Other expenses 5,000 1,250
--------------- ---------------
Total deductions 728,440 526,481
--------------- ---------------
Net increase prior to fund transfers 2,394,086 3,983,122
Transfers in from prior plans (note 1) -- 3,318,686
--------------- ---------------
Net increase 2,394,086 7,301,808
Net assets available for benefits:
Beginning of period 7,301,808 --
--------------- ---------------
End of period $ 9,695,894 $ 7,301,808
=============== ===============
See accompanying notes to financial statements.
3
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(1) PLAN DESCRIPTION
The following description of the Crown Castle International Corp. 401(k)
Plan (the Plan) provides only general information. Participants should
refer to the Plan Agreement for more complete information.
(a) GENERAL
The Plan is a defined contribution plan available to eligible
employees of Crown Castle International Corp. (the Company). The Plan
was adopted by the Board of Directors of the Company on March 4, 1999.
PNC Bank, N.A. is the trustee of the Plan, and serves as both the
custodian and the recordkeeper. The Plan was established on May 1,
1999. Two preexisting plans, Crown Employee 401(k) Retirement Plan and
the TEA Group Incorporated Profit Sharing & Retirement Plan were
terminated as of April 30, 1999. Participants' investment account
balances of the pre-existing plans were transferred to the Plan in May
1999. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA) and is administered by a plan
administrator appointed by the Company.
(b) CONTRIBUTIONS
Eligible employees (participants) may elect to contribute from 1% to
15% of their biweekly compensation as a salary reduction contribution
on a before-tax basis. These salary reduction contributions are fully
vested at all times. Participants may also contribute amounts
representing distributions from other qualified plans. Participants
direct the investment of their contributions into various investment
options offered by the Plan. The Plan currently offers fifteen mutual
funds and Crown Castle International Corp. Common Stock. The Company
matches and contributes 100% of the first 3% of compensation that a
participant contributes to the Plan. Additional discretionary amounts
may be contributed at the option of the Company's Board of Directors.
Contributions are subject to certain limitations.
(c) PARTICIPANT ACCOUNTS
Participant accounts are maintained at fair market value. Each
participant's account is credited with the participant's contribution
and allocations of (a) the Company's matching contribution and (b)
Plan earnings. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
(d) VESTING
Participants are vested immediately in their contributions plus actual
earnings thereon. Vesting in the Company's contribution portion of
their accounts is based on years of continuous service. A participant
is 100 percent vested after three years of credited service.
(e) PARTICIPANT LOANS
4 (Continued)
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Participants are permitted to borrow from their fund accounts a
minimum of $1,000 up to a maximum of 50% of vested balance or $50,000,
whichever is less. The loans are secured by the balance in the
participant's account and bear interest at a fixed rate of prime + 1%.
All loans are subject to specific repayment terms and must be repaid
within a five-year period. Each participant is granted one loan at a
time.
(f) PAYMENT OF BENEFITS
Participants are permitted to withdraw any portion of their vested
account balance due to death, permanent disability, retirement,
attainment of age 59-1/2, in the event of financial hardship or
termination of service. The participant may elect to receive a lump-
sum payment, subject to federal income tax withholdings, or rollover
the vested account balance to another qualified plan. These
withdrawals, prior to retirement, may result in certain suspensions of
future participation in the plan.
(g) FORFEITURES
Company contributions and earnings thereon that have not become
vested, and have been forfeited by the withdrawal of participants'
savings in accordance with the applicable provisions of the Plan, are
applied against administrative expenses of the Plan. Excess
forfeitures are applied to reduce the Company's contributions required
under the Plan. Amounts forfeited were $139,562 in 2000.
(h) TERMINATION OF PLAN
In the event of termination of the Plan, the plan administrator will
continue to function during such period as is necessary to make
remaining normal distributions and to administer and distribute the
residual interests of the participants.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF FINANCIAL STATEMENTS
The accompanying financial statements have been prepared on the
accrual basis. The preparation of the financial statements in
conformity with accounting principles generally accepted in the United
States of America requires the Plan Administrator to make estimates
and assumptions that affect the amounts reported in the financial
statements and notes thereto. Actual results could differ from those
estimates.
(b) INVESTMENT INCOME
5 (Continued)
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
Interest income from investments is recorded on an accrual basis.
Dividend income is recorded on the ex-dividend date.
(c) INVESTMENTS
Investments in common stock traded on securities exchanges and
investment companies are valued at their last reported sales price on
the last business day of the Plan year. Investments in collective
trust funds are valued at the net asset value of the respective funds
on the last day of the Plan year.
Investment transactions are accounted for on a trade-date basis.
In accordance with the policy of stating investments at fair value,
changes in unrealized appreciation or depreciation are reflected in
the statements of changes in net assets available for plan benefits.
(d) CONTRIBUTIONS
Participant contributions are recorded on a biweekly basis as they are
withheld from the participant's wages.
(e) DISTRIBUTIONS TO PARTICIPANTS
Distributions to participants are recorded when applications for
withdrawals are processed by the recordkeeper.
(f) EXPENSES
The Company pays for all Plan administrative expenses.
(3) INVESTMENT PROGRAMS
PNC Bank, N.A. acts as custodian of the Plan assets. The funds listed below
were the investment options for salary reduction contributions as of
December 31, 2000 and 1999. Any of these funds may be invested in short-
term debt obligations of any nature or held in cash pending investment or
distribution. The assets that comprise these funds may be invested in
registered investment companies or collective trust funds.
. BlackRock Money Market Portfolio . American Century International Growth Fund
. Fidelity Advisor Government Investment Fund . American Century Equity Growth Fund
. Janus Flexible Income Fund . INVESCO Blue Chip Growth Fund
6 (Continued)
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
. Scudder Balanced Fund . Janus Growth & Income Fund
. Fidelity Advisor Growth & Income Fund . Janus Olympus Fund
. American Century Income & Growth Fund . Janus Twenty Fund
. Fidelity Advisor Growth Opportunities Fund . Fidelity Advisory Mid-Cap Fund
. Janus Worldwide Fund . Crown Castle International Corp. Stock
The following presents investments that represent 5 percent or more of the
Plan's assets:
December 31, December 31,
2000 1999
-------------------------
Fidelity Advisor Growth Opportunities Fund $ 529,410 $ 545,834
INVESCO Blue Chip Growth Fund 982,974 1,097,498
Janus Growth & Income Fund 854,354 656,174
Janus Olympus Fund 1,043,149 801,012
Janus Twenty Fund 1,043,562 820,044
Janus Worldwide Fund 637,147 466,176
Crown Castle International Stock Fund 602,959 N/A
Fidelity Advisor Mid Cap Fund 587,204 N/A
Scudder Balanced Fund N/A 382,230
During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) (depreciated)
appreciated in value by $(1,998,034) and $1,066,202, respectively, as
follows:
2000 1999
--------------- -------------
Mutual funds $ (1,881,586) $ 976,284
Common stock (116,448) 89,918
--------------- -------------
$ (1,998,034) $ 1,066,202
=============== =============
(4) NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
7 (Continued)
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
DECEMBER 31,
-------------------------------
2000 1999
------------- -------------
Net assets:
Common stock $ 602,959 $ 232,159
============= =============
YEAR ENDED
DECEMBER 31,
2000
-------------
Changes in net assets:
Contributions $ 512,274
Net (depreciation) appreciation (116,447)
Participant withdrawals (20,031)
Administrative expenses (4,996)
-------------
$ 370,800
=============
8 (Continued)
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(5) FEDERAL INCOME TAXES
The Company adopted a Prototype Standardized Profit Sharing Plan with a
cash or deferred arrangement and has requested a favorable determination
letter from the Internal Revenue Service. The determination letter has not
yet been received. However, the Company believes that the Plan currently is
designed and being operated in compliance with the applicable requirements
of the Plan and the Internal Revenue Code. Accordingly, the accompanying
financial statements do not include a provision for federal income taxes.
(6) LOANS TO PARTICIPANTS
Loans are made available to all participants on a nondiscriminatory basis
in accordance with the specific provisions set forth in the Plan. The
amount of a loan cannot generally exceed the lesser of $50,000 or one-half
of a participant's total vested account balance. The loans bear interest at
rates determined by the plan administrator, generally 1 percent above the
prime rate at the time the loan is made. All loans are subject to specific
repayment plans and are secured by the participant's nonforfeitable
interest in his/her account equivalent to the principal amount of the loan.
(7) PROHIBITED TRANSACTION
The Company experienced unintentional delays in submitting fiscal year 2000
employee contributions in the amount of $8,786. The company intends to
reimburse the Plan for estimated lost interest of $666 caused by these late
contributions.
9
SCHEDULE 1
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
EIN: 76-0470458
Plan Number: 001
Assets Held for Investment Purposes (at the End of the Plan Period)
December 31, 2000
IDENTITY OF ISSUE, BORROWER, CURRENT
LESSOR OR SIMILAR PARTY DESCRIPTION OF INVESTMENT VALUE
------------------------------- -------------------------------------------- ------------------
REGISTERED INVESTMENT COMPANIES
* BlackRock Funds BlackRock Money Market Portfolio $ 480,789
Fidelity Investments Fidelity Advisors Government Investment Fund 100,685
Janus Capital Corporation Janus Flexible Income Fund 176,377
Scudder Investor Services, Inc. Scudder Balanced Fund 407,369
Fidelity Investments Fidelity Advisor Growth & Income Fund 383,123
American Century Investments American Century Income & Growth Fund 356,558
Fidelity Investments Fidelity Advisor Growth Opportunities Fund 529,410
Janus Capital Corporation Janus Worldwide Fund 637,147
American Century Investments American Century International Growth Fund 175,840
American Century Investments American Century Equity Growth Fund 222,731
INVESCO Funds INVESCO Blue Chip Growth Fund 982,974
Janus Capital Corporation Janus Growth & Income Fund 854,354
Janus Capital Corporation Janus Olympus Fund 1,043,149
Janus Capital Corporation Janus Twenty Fund 1,043,562
Fidelity Investments Fidelity Advisor Mid-Cap Fund 587,204
------------------
Total registered
investment companies 7,981,272
* Crown Castle International
Corp. Common Stock - Nonparticipant directed 602,959
* Participants Participant loans with various rates of interest
from 8.75% to 9.5% and various maturity dates
through 2005 182,142
------------------
$ 8,766,373
==================
* Party-in-interest
See accompanying independent auditors' report.
10
SCHEDULE 2
CROWN CASTLE INTERNATIONAL CORP.
401(k) PLAN
EIN: 76-0470458
Plan Number: 001
Schedule of Nonexempt Transactions
December 31, 2000
RELATIONSHIP TO PLAN, EMPLOYER DESCRIPTION OF TRANSACTION, COST
IDENTIFY OF PARTY INVOLVED OR OTHER PARTY-IN-INTEREST INCLUDING RATE OF INTEREST OF ASSET
-------------------------------- ------------------------------ -------------------------------------- --------------
Crown Castle International Corp. Plan Sponsor 2000 employee contributions not
deposited to Plan in a timely manner $ 8,786
11
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Plan Administrator for the Plan has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
CROWN CASTLE INTERNATIONAL CORP.
401(K) PLAN
(Name of Plan)
By /s/ WESLEY D. CUNNINGHAM
-----------------------------
Wesley D. Cunningham
Senior Vice President,
Chief Accounting Officer
and Corporate Controller
Date: June 28, 2001
12