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 17, 2005 (March 24, 2005) Global Signal Inc. (Exact name of registrant as specified in its charter) Delaware 001-32168 65-0652634 -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (941) 364-8886 -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 8 -- OTHER EVENTS ITEM 8.01 -- OTHER EVENTS The following acquisitions have not previously been reported on Form 8-K due to not being individually significant. On March 24, 2005, Global Signal Inc. (the "Company"), through one of its wholly owned subsidiaries, entered into an agreement to purchase 13 wireless communications sites for approximately $13.2 million, including estimated fees and expenses, from Community Wireless Structures II, LLC, (the "Community Wireless Structures Acquisition"). The Community Wireless Structures Acquisition closed on March 31, 2005. This acquisition was funded by our site acquisition reserve which was funded by proceeds from our December 2004 mortgage loan. On December 7, 2004, our wholly owned subsidiary, Pinnacle Towers Acquisition Holdings LLC and five of its direct and indirect subsidiaries issued a $293.8 million mortgage loan to a newly formed trust, Global Signal Trust II ("December 2004 mortgage loan"). The Trust then issued an identical amount of commercial mortgage pass-through certificates in a private transaction. On April 14, 2005, the Company, through one of its wholly owned subsidiaries, entered into an agreement to purchase 12 wireless communications sites for approximately $3.7 million, including estimated fees and expenses, from Horvath Communications, Inc. (the "Horvath Acquisition"). The Horvath Acquisition closed in two phases, the first on May 19, 2005 and the second on August 4, 2005. The May 19, 2005 closing was funded with $2.2 million from our Acquisition Credit Facility, entered into on April 25, 2005 by our wholly owned subsidiary, Global Signal Acquisition LLC, with Morgan Stanley Asset Funding inc. and Bank of America, N.A. (the "Acquisition Credit Facility") with the remaining funded with general corporate funds. The August 4, 2005 closing was entirely funded with borrowings under our Acquisition Credit Facility. On July 22, 2005, the Company, through one of its wholly owned subsidiaries, entered into an agreement to purchase 22 wireless communications sites for approximately $9.7 million, including estimated fees and expenses, from Charles S. Hayes, Inc. (the "Charles S. Hayes Acquisition"). The Charles S. Hayes Acquisition closed on July 28, 2005. This acquisition was entirely funded with borrowings under our Acquisition Credit Facility. The statements of revenue and certain expenses of Community Wireless Structures Acquisition for the year ended December 31, 2004 and the three months ended March 31, 2005 are attached hereto as Exhibit 20.1. The statements of revenue and certain expenses of the Horvath Acquisition for the year ended December 31, 2004 and for the period from January 1, 2005 to August 4, 2005 are attached hereto as Exhibit 20.2. The statements of revenue and certain expenses of the Charles S. Hayes Acquisition for the year ended December 31, 2004 and for the period from January 1, 2005 to July 28, 2005 are attached hereto as Exhibit 20.3. The unaudited pro forma condensed consolidated statements of operations of Global Signal Inc. related to the Community Wireless Structures Acquisition, the Horvath Acquisition and the Charles S. Hayes Acquisition for the year ended December 31, 2004 and the nine months ended September 30, 2005 are attached hereto as Exhibit 99.1. SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following material is filed as an exhibit to this Current Report on Form 8-K. 20.1 Statements of Revenue and Certain Expenses of Community Wireless Structures Acquisition For The Year Ended December 31, 2004 and Three Months Ended March 31, 2005 (Unaudited) 20.2 Statements of Revenue and Certain Expenses of Horvath Acquisition For The Year Ended December 31, 2004 and Period From January 1, 2005 to August 4, 2005 (Unaudited) 20.3 Statements of Revenue and Certain Expenses of Charles S. Hayes Acquisition For The Year Ended December 31, 2004 and Period From January 1, 2005 to July 28, 2005 (Unaudited) 23.1 Consent of Ernst & Young LLP 99.1 Unaudited Pro Forma Condensed Consolidated Statements of Operations of Global Signal Inc. for the year ended December 31, 2004 and the nine months ended September 30, 2005. SIGNATURE 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. GLOBAL SIGNAL INC. (Registrant) /s/ William T. Freeman ---------------------------------------- William T. Freeman Executive Vice President, Chief Financial Officer and Assistant Secretary Date: November 17, 2005 EXHIBIT INDEX Exhibit Number Exhibit -------------- --------------------------------------------------------------- 20.1 Statements of Revenue and Certain Expenses of Community Wireless Structures Acquisition For The Year Ended December 31, 2004 and Three Months Ended March 31, 2005 (Unaudited) 20.2 Statements of Revenue and Certain Expenses of Horvath Acquisition For The Year Ended December 31, 2004 and Period From January 1, 2005 to August 4, 2005 (Unaudited) 20.3 Statements of Revenue and Certain Expenses of Charles S. Hayes Acquisition For The Year Ended December 31, 2004 and Period From January 1, 2005 to July 28, 2005 (Unaudited) 23.1 Consent of Ernst & Young LLP 99.1 Unaudited Pro Forma Condensed Consolidated Statements of Operations of Global Signal Inc. for the year ended December 31, 2004 and the nine months ended September 30, 2005.