8-KLeadership ChangesMaterial AgreementsRegulation FD+1

CROWN CASTLE INC. 8-K Report, Material Agreement (Apr 6, 2005)

Filed April 6, 2005For Securities:CCI

Summary

Crown Castle International Corp. (CCI) filed an 8-K on April 6, 2005, primarily reporting on two key areas: executive compensation and a change in principal accounting officer. The filing details the 2004 annual incentive awards granted to named executive officers, with John P. Kelly, CEO, receiving the largest award of $740,586, based on corporate and business unit performance goals. Additionally, the company announced the appointment of Rob A. Fisher as Vice President and Controller, effective April 1, 2005. Mr. Fisher's appointment includes a confidentiality and non-compete agreement with specific severance provisions. The report also includes unaudited pro forma condensed consolidated financial information for the year ended December 31, 2004. This pro forma information is adjusted to reflect the sale of the company's UK subsidiary (CCUK) and the repayment of its 2000 Credit Facility, providing investors with a view of the company's financial standing post-these significant transactions.

Key Highlights

  • 12004 annual incentive awards approved for named executive officers, reflecting performance-based compensation.
  • 2CEO John P. Kelly received the highest incentive award at $740,586.
  • 3Rob A. Fisher appointed as Vice President and Controller, effective April 1, 2005, and designated as principal accounting officer.
  • 4Mr. Fisher's employment agreement includes a confidentiality and non-compete clause with severance provisions.
  • 5Unaudited pro forma condensed consolidated financial information for FY 2004 is being furnished.
  • 6Pro forma statements reflect the sale of the UK subsidiary (CCUK) and repayment of the 2000 Credit Facility.
  • 7The filing clarifies that provided information is furnished and not deemed 'filed' for certain regulatory purposes.

Frequently Asked Questions

The 8-K reports on the 2004 annual incentive awards granted to named executive officers. These awards were based on the achievement of Corporate and Business Unit Adjusted EBITDA and Free Cash Flow performance goals for 2004, as well as individual performance.

Rob A. Fisher was appointed as Vice President and Controller, effective April 1, 2005, and became the company's principal accounting officer.

The company is furnishing unaudited pro forma condensed consolidated financial information for the year ended December 31, 2004. This information is adjusted to reflect the completed sale of its UK subsidiary (CCUK) and the repayment of its 2000 Credit Facility.

Yes, Rob A. Fisher entered into a Confidentiality and Non-Compete Agreement. This agreement outlines severance benefits (one year of base salary and continued medical insurance for one year) if he is terminated without cause or resigns for good reason. It also includes a one-year prohibition on engaging in similar businesses and soliciting employees post-termination.