Pinnacle Announces Intention to Offer Approximately$175 Million Convertible Notes Due September...

Business Editors/Technology & Real Estate Writers

SARASOTA, Fla.--(BUSINESS WIRE)--March 9, 2000

Pinnacle Holdings Inc. (Nasdaq:BIGT) today announced that it intends to offer, subject to market and other conditions, approximately $175 million of Convertible Subordinated Notes

due September 2007 ($200 million if an option for an additional $25 million is exercised in full) to qualified institutional buyers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the Securities Act). The notes would be convertible into Pinnacle's common stock at the option of the holder, at a price to be determined. The notes would not be redeemable at the Company's option for three years after their issuance. The offering is expected to close in March 2000.

The net proceeds of the proposed offering would be used to repay debt under the Company's Senior Credit Facility.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities.

The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act, or any state securities laws, and are being offered only to qualified institutional buyers in reliance on Rule 144A and Regulation S under the Securities Act. Unless so registered, the notes and the common stock issuable upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Pinnacle is a leading provider of wireless communications site rental space in the United States. To date, the Company has completed over 380 acquisitions and upon completion of all pending acquisitions will own or manage over 4150 sites. Pinnacle is headquartered in Sarasota, Florida. For more information on Pinnacle visit its Web site at http://www.pinnacletowers.com. The information provided on our web-site is not incorporated into the company's most recent SEC filing.

This press release contains forward-looking statements that involve a number of risks and uncertainties. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Such factors include, but not limited to (i) substantial capital requirements and leverage principally as a consequence of its ongoing acquisition and construction activities; (ii) dependence on demand for wireless communications; (iii) the success of the Company's acquisition and construction programs; (iv) the Company's outstanding debt and its ability to repay such debt; (v) future capital needs; (vi) risks associated with acquisitions; and (vii) risks associated with retaining the Company's significant customers. Information concerning the factors that could cause actual results to differ materially from those expectations and estimates are contained in the risk factors section of the Company's Registration Statement on Form 10-K, filed with the SEC on February 29th, 2000, and the Company's other securities filings, as to reflect events or circumstances after the date hereof.