<PAGE>   1
                                   FORM 10-Q/A
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

          FOR THE TRANSITION PERIOD FROM ____________ TO ______________

                         COMMISSION FILE NUMBER 0-24773

                             PINNACLE HOLDINGS INC.

     INCORPORATED IN DELAWARE I.R.S. EMPLOYER IDENTIFICATION NO. 65-0652634

             301 NORTH CATTLEMEN ROAD, SARASOTA, FLORIDA 34232-6427

                            TELEPHONE: (941) 364-8886


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]   No [  ]
















At August 11, 2000, Registrant had outstanding 48,417,793 shares of $.001 par
value Common Stock.

<PAGE>   2


<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                               ---------
<S>                                                                                                            <C>
PART I.       FINANCIAL INFORMATION
Item 1.       Financial Statements
              Unaudited Condensed Consolidated Balance Sheets as of December 31, 1999 and June 30, 2000              1
              Unaudited Condensed Consolidated Statements of Operations for the six months ended
                June 30, 1999 and 2000                                                                               2
              Unaudited Condensed Consolidated Statements of Operations for the three months ended
                June 30, 1999 and 2000                                                                               3
              Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity for the
               six months ended June 30, 2000                                                                        4
              Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended
                June 30, 1999 and 2000                                                                               5
              Notes to Unaudited Condensed Consolidated Financial Statements                                      6-11

Item 2.       Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                                                            12-18

Item 3.       Quantitative and Qualitative Disclosures About Market Risk                                         18-19

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                                                                     20

Item 2.       Not Applicable                                                                                        20

Item 3.       Not Applicable                                                                                        20

Item 4.       Submission of Matters to a Vote of Security Holders                                                   20

Item 5.       Other Information                                                                                  20-22

Item 6.       Exhibits and Reports on Form 8-K                                                                      22


SIGNATURES                                                                                                          23

EXHIBIT INDEX                                                                                                       24
</TABLE>


<PAGE>   3
PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements:


                             PINNACLE HOLDINGS INC.
                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,                JUNE 30,
                                                                                             1999                      2000
                                                                                        ---------------           ----------------
                                                                                                                   RESTATED-NOTE 1
                                                                                                                     (UNAUDITED)
<S>                                                                                     <C>                       <C>
                                        Assets
Current assets:
   Cash and cash equivalents                                                            $    94,862,918           $   156,081,479
   Accounts receivable, net                                                                  11,774,689                17,125,337
   Prepaid expenses and other current assets                                                  5,235,972                12,407,798
                                                                                        ---------------           ---------------
     Total current assets                                                                   111,873,579               185,614,614
Fixed assets, net                                                                           930,620,414             1,207,675,011
Leasehold interests, net                                                                     70,478,129                61,924,924
Deferred debt issue costs, net                                                               14,299,519                19,304,210
Other assets                                                                                  3,232,248                 5,855,038
                                                                                        ---------------           ---------------
                                                                                        $ 1,130,503,889           $ 1,480,373,797
                                                                                        ===============           ===============

                        Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                                                     $     7,297,498           $     7,245,863
   Accrued expenses                                                                          25,195,483                26,881,949
   Deferred revenue                                                                           3,910,551                 8,690,576
   Current portion of long-term debt                                                          6,705,578                 4,761,283
                                                                                        ---------------           ---------------
     Total current liabilities                                                               43,109,110                47,579,671
Long-term debt                                                                              712,659,042               819,308,375
Other liabilities                                                                               510,090                   678,356
                                                                                        ---------------           ---------------
                                                                                            756,278,242               867,566,402
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized;
   0 shares issued and outstanding at December 31, 1999 and
   June 30, 2000, respectively
Common stock, $.001 par value, 150,000,000 shares authorized;
   41,094,471 and 48,349,465 shares issued and outstanding at
   December 31, 1999 and June 30, 2000, respectively                                             41,094                    48,349
  Additional paid-in capital                                                                489,090,451               771,956,777
  Foreign currency translation                                                                 (418,488)                  100,379
  Accumulated deficit                                                                      (114,487,410)             (159,298,110)
                                                                                        ---------------           ---------------
                                                                                            374,225,647               612,807,395
                                                                                        ---------------           ---------------
                                                                                        $ 1,130,503,889           $ 1,480,373,797
                                                                                        ===============           ===============
</TABLE>


      The accompanying Notes to Unaudited Condensed Consolidated Financial
    Statements are an integral part of these condensed financial statements.


                                       1
<PAGE>   4


                             PINNACLE HOLDINGS INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                                        Six Months Ended
                                                                                             June 30,
                                                                              -------------------------------------
                                                                                 1999                    2000
                                                                              ------------          ---------------
                                                                               (unaudited)          Restated-Note 1
                                                                                                     (unaudited)
<S>                                                                           <C>                    <C>
Revenues                                                                      $ 25,756,967           $ 84,282,587
                                                                              ------------           ------------

Direct operating expenses, excluding depreciation and amortization               4,827,407             29,302,871
                                                                              ------------           ------------
Gross margin, excluding depreciation and amortization                           20,929,560             54,979,716
Other expenses:
    General and administrative                                                   1,612,255              4,199,590
    Corporate development                                                        3,271,064             13,522,346
    State franchise, excise and minimum taxes                                      404,334                742,354
    Depreciation and amortization                                               19,648,671             51,765,897
                                                                              ------------           ------------
                                                                                24,936,324             70,230,187
                                                                              ------------           ------------
Loss from operations                                                            (4,006,764)           (15,250,471)
Interest expense                                                                 8,240,059             16,310,677
Amortization of original issue discount and debt issuance costs                 11,227,693             13,249,552
                                                                              ------------           ------------
Net loss                                                                       (23,474,516)           (44,810,700)
Payable-in-kind preferred dividends and accretion                                2,930,338                     --
Net loss attributable to common stockholders                                  $(26,404,855)          $(44,810,700)
                                                                              ============           ============

Basic and diluted loss attributable to common stockholders per share          $      (1.05)          $      (0.95)
                                                                              ============           ============
Weighted average number of common shares outstanding                            25,085,326             47,411,489
                                                                              ============           ============
</TABLE>

      The accompanying Notes to Unaudited Condensed Consolidated Financial
    Statements are an integral part of these condensed financial statements.


                                       2
<PAGE>   5


                             PINNACLE HOLDINGS INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                      Three Months Ended
                                                                                            June 30,
                                                                              ------------------------------------
                                                                                 1999                   2000
                                                                              ------------         ---------------
                                                                               (unaudited)         Restated-Note 1
                                                                                                     (unaudited)
<S>                                                                           <C>                    <C>
Revenues                                                                      $ 13,748,759           $ 44,359,176

Direct operating expenses, excluding depreciation and amortization               2,594,756             14,957,003
                                                                              ------------           ------------
Gross margin, excluding depreciation and amortization                           11,154,003             29,402,173
                                                                              ------------           ------------
Other expenses:
    General and administrative                                                     768,791              2,106,522
    Corporate development                                                        1,559,781              6,954,531
    State franchise, excise and minimum taxes                                      203,359                376,114
    Depreciation and amortization                                               10,654,460             27,004,870
                                                                              ------------           ------------
                                                                                13,186,391             36,442,037
                                                                              ------------           ------------
Loss from operations                                                            (2,032,388)            (7,039,864)
Interest expense                                                                 4,339,867              7,534,684
Amortization of original issue discount and debt issuance costs                  5,799,189              6,823,822
                                                                              ------------           ------------
Net loss                                                                       (12,171,444)           (21,398,370)
Payable-in-kind preferred dividends and accretion                                       --                     --
Net loss attributable to common stockholders                                  $(12,171,444)          $(21,398,370)
                                                                              ============           ============

Basic and diluted loss attributable to common stockholders per share          $      (0.38)          $      (0.44)
                                                                              ============           ============
Weighted average number of common shares outstanding                            32,025,951             48,344,951
                                                                              ============           ============
</TABLE>


      The accompanying Notes to Unaudited Condensed Consolidated Financial
    Statements are an integral part of these condensed financial statements.


                                       3
<PAGE>   6
                             PINNACLE HOLDINGS INC.

 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>

                               COMPREHENSIVE          COMMON STOCK            ADDITIONAL                   FOREIGN
                                  INCOME       ---------------------------     PAID-IN      ACCUMULATED    CURRENCY    STOCKHOLDERS'
                                  (LOSS)          SHARES         AMOUNT        CAPITAL        DEFICIT     TRANSLATION     EQUITY
                               -------------   ------------   ------------  ------------   -------------  -----------  ------------
<S>                            <C>             <C>            <C>           <C>            <C>            <C>          <C>
Balance at December 31, 1999                     41,094,471   $     41,094  $ 489,090,451  $(114,487,410)   $(18,488)  $374,225,647

Unaudited:

Issuance of common stock, net
  of issuance costs                               7,254,994          7,255    282,866,326                               282,873,581

Foreign currency translation
  gain (loss)                   $    518,867                                                                 518,867        518,867

Net loss (Restated-Note 1)       (44,810,700)                                                (44,810,700)               (44,810,700)
                                ------------   ------------   ------------  -------------  -------------    --------   ------------

Balance at June 30, 2000
  (Restated-Note 1)             $(44,291,833)    48,349,465   $     48,349  $ 771,956,777  $(159,298,110)   $100,379   $612,807,395
                                ============   ============   ============  =============  =============    ========   ============
</TABLE>



      The accompanying Notes to Unaudited Condensed Consolidated Financial
    Statements are an integral part of these condensed financial statements.


                                       4
<PAGE>   7
                             PINNACLE HOLDINGS INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                    SIX MONTHS ENDED JUNE 30,
                                                                             --------------------------------------
                                                                                 1999                     2000
                                                                             -------------          ---------------
                                                                                                    RESTATED-NOTE 1
                                                                               (UNAUDITED)             (UNAUDITED)
<S>                                                                          <C>                    <C>
Cash flows from operating activities:
 Net loss                                                                    $ (23,474,516)         $ (44,810,700)
    Adjustments to reconcile net loss to net cash provided
      by (used in) operating activities:
        Depreciation and amortization                                           19,648,671             51,765,897
        Amortization of original issue discount and debt issuance costs         11,227,693             13,249,552
        Provision for doubtful accounts                                                 --                373,091
        (Increase) decrease in:
          Accounts receivable, gross                                            (1,744,104)            (5,050,377)
          Prepaid expenses and other current assets                                  8,146             (7,161,189)
          Other assets                                                             228,208             (2,622,790)
        Increase (decrease) in:
          Accounts payable                                                       3,462,843                (87,446)
          Accrued expenses                                                       8,155,161              1,686,466
          Deferred revenue                                                       1,594,592              4,694,181
          Other liabilities                                                        142,846                (70,318)
                                                                             -------------          -------------
              Total adjustments                                                 42,724,056             56,777,067
                                                                             -------------          -------------
Net cash provided by (used in) operating activities                             19,249,540             11,966,367
                                                                             -------------          -------------
Cash flows from investing activities:
         Payments made in connection with acquisitions:
           Fixed assets                                                       (140,382,672)          (287,213,165)
           Leasehold interests                                                          --             (1,924,520)
           Net current liabilities acquired                                             --                176,573
         Capital expenditures:
           Fixed assets                                                        (24,054,145)           (22,351,092)
                                                                             -------------          -------------
Net cash used in investing activities                                         (164,436,817)          (311,312,204)
                                                                             -------------          -------------
Cash flows from financing activities:
         Borrowings under long-term debt, net                                  304,850,661            277,567,298
         Repayment of long-term debt                                          (317,696,803)          (200,180,987)
         Proceeds from issuance of common stock, net                           286,786,317            282,873,581
         Liquidation of PIK preferred stock and warrants                       (93,741,617)                    --
         Distribution of contributed capital and payment of
          accretion on various classes of common stock                         (43,747,734)                    --
                                                                             -------------          -------------
Net cash provided by financing activities                                      136,450,824            360,259,892
                                                                             -------------          -------------
Effect of exchange rate changes on cash                                                 --                304,506
                                                                             -------------          -------------
Net increase (decrease) in cash and cash equivalents                            (8,736,453)            61,218,561
Cash and cash equivalents, beginning of period                                  13,801,190             94,862,918
                                                                             -------------          -------------
Cash and cash equivalents, end of period                                     $   5,064,737          $ 156,081,479
                                                                             =============          =============
Supplemental disclosure of cash flows:
        Cash paid for interest                                               $   9,540,955          $  17,656,818
                                                                             =============          =============

Non-Cash Transactions:
        Seller debt issued in connection with acquisitions                   $   4,890,250          $   8,989,000
        Payable-in-kind preferred dividends and accretion                    $   2,930,338          $          --
</TABLE>



      The accompanying Notes to Unaudited Condensed Consolidated Financial
    Statements are an integral part of these condensed financial statements.


                                       5
<PAGE>   8
                             PINNACLE HOLDINGS INC.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         As used in this Quarterly Report on Form 10-Q/A for the period ending
June 30, 2000, unless the context otherwise requires, "we," "us," "our,"
"Company" or "Pinnacle" refers to Pinnacle Holdings Inc. and its consolidated
subsidiaries, including Pinnacle Towers III Inc. ("PT III").

1.       RESTATEMENT

         We restated our audited financial statements for the year ended
December 31, 1999, and our unaudited financial statements for the quarters ended
September 30, 1999, March 31, 2000, June 30, 2000, and September 30, 2000, to
expense certain costs previously capitalized as direct costs of the acquisition
of the Motorola Antenna Site Acquisition ("Motorola Antenna Site Acquisition")
and to accrue direct costs of the acquisition only as the related services are
performed. Direct costs incurred in connection with a purchased business are
required to be capitalized and indirect costs are required to be expensed.
Determining under available accounting guidance which costs or portions thereof
are direct, as opposed to indirect, requires the exercise of a certain amount of
judgment. Upon completion of the Motorola Antenna Site Acquisition, we
determined to capitalize all pre- and post-closing costs directly related to the
acquisition. Following an inquiry by the Securities and Exchange Commission and,
after consulting with our new independent auditors, Ernst & Young LLP, we
reconsidered our previous accounting judgment and concluded it was appropriate
to capitalize all costs that relate directly to the acquisition except those
post-closing costs that are deemed to more than incidentally reduce our need to
incur ongoing business expenses necessary to integrate those assets into our
operations. Additionally, we had previously, at the date of the acquisition,
accrued estimated direct costs of acquisitions regardless of whether the costs
had been incurred as of that date. We have now concluded that such costs should
be accrued as the services are incurred.

     A summary of the effects of the restatements is set forth in Note 8.

2.       FINANCIAL STATEMENTS

         The accompanying unaudited condensed consolidated financial statements
reflect the financial position and results of operations and cash flows of
Pinnacle Holdings Inc. and its wholly owned subsidiaries: Pinnacle Towers Inc.,
Pinnacle Towers Canada Inc., Coverage Plus Antenna Systems, Inc. and Tower
Systems, Inc. In addition, beginning in 1999 Pinnacle Holdings Inc. contributed
capital to PT III to establish a preferred stock interest. Pinnacle Towers Inc.
and certain members of management of Pinnacle Holdings Inc. own the common stock
of PT III. PT III utilized the capital contributed to purchase certain
communications site assets and the stock of a corporation that owns and manages
communications sites. As a result of Pinnacle Holdings Inc.'s ability to direct
the policies and management that guide the ongoing activities of PT III, the
financial position and results of operations and cash flows of PT III are
consolidated in the financial statements of Pinnacle. All significant
intercompany balances and transactions have been eliminated.

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and use
assumptions that affect the reported amounts of assets and liabilities and the
disclosure for contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reporting period. Actual results may vary from estimates used.

         Results of operations for any interim period are not necessarily
indicative of results of any other periods or for the year. The condensed
consolidated statements as of June 30, 2000 and for the six month and three
month periods ended June 30, 2000 and 1999 are unaudited, but in the opinion of
management include all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation of results for such periods. These unaudited
condensed consolidated financial statements should be read in conjunction with
Pinnacle's restated consolidated financial statements and notes thereto for the
year ended December 31, 1999.

3.       ACQUISITIONS

         We actively acquire communications sites and related real estate
assets.


                                       6
<PAGE>   9
         On August 31, 1999, the Company consummated the Motorola Antenna Site
Acquisition pursuant to which the Company acquired approximately 1,858
communications sites and related assets from Motorola, Inc. ("Motorola") for
$254 million, comprised of $245 million in cash and $9 million in the Company's
common stock, plus fees and expenses of approximately $2.2 million. The purchase
price allocations related to this transaction are preliminary. However, we do
not expect that the final allocation of the purchase price will be materially
different from its preliminary allocation. This acquisition results in the
Company having sites in all 50 states and nine Canadian Provinces. We
transferred certain of the rooftop communication sites we acquired from Motorola
to PT III.

         Included in the total purchase price recorded on the Motorola
acquisition as of June 30, 2000 were incurred and accrued costs of approximately
$17.3 million. These incurred and accrued deal costs were comprised primarily of
employee severance and relocation costs ($0.5 million), contract and title work
related to telecommunications sites, due diligence and closing costs ($16.8
million).

         There is a working capital true up component of the Motorola Antenna
Site Acquisition, the deadline for settlement on which has been mutually
extended by Motorola and Pinnacle. In addition, Motorola performed certain
services on our behalf under a Transition Services Agreement (receipt of cash
payments from tenants for a one month period and payment of vendor invoices for
a two month period subsequent to the closing) and, accordingly, there is an
amount of cash settlement to be finalized relative to this activity as well. We
intend to complete both settlements by the one year anniversary of the
acquisition and both settlements are expected to result in payments by Motorola
to us.

         In addition to the Motorola Antenna Site Acquisition, during the year
ended December 31, 1999 we completed 129 acquisitions of 442 communications
sites and related assets, each of which was individually insignificant to
Pinnacle, from various sellers for an aggregate purchase price of $238 million
consisting of $228 million in cash and $10 million of notes payable to the
former communications site owners.

         During the six months ended June 30, 2000, we completed 122
acquisitions of 1,084 communications sites and related assets, each of which was
individually insignificant to Pinnacle, from various sellers for an aggregate
purchase price of $291 million consisting of $282 million in cash and $9 million
of notes payable to the former communications site owners.

         We account for our acquisitions using the purchase method of
accounting. The results of operations of the acquired assets are included with
those of Pinnacle from the dates of the respective acquisitions. The pro forma
results of operations listed below reflect purchase accounting and pro forma
adjustments as if the transactions occurred as of January 1, 1999. The unaudited
pro forma consolidated financial statements are not necessarily indicative of
the results that would have occurred if the assumed transactions had occurred on
the dates indicated and are not necessarily indicative of the expected financial
position or results of operations in the future.


<TABLE>
<CAPTION>

                                                                                   Pro Forma Six Months Ended
                                                                           ----------------------------------------
                                                                           (in thousands, except per share amounts)
                                                                              June 30,                  June 30,
                                                                                1999                      2000
                                                                            -----------               -------------
                                                                            (unaudited)                (unaudited)
<S>                                                                         <C>                       <C>
Revenues                                                                    $    84,082               $     89,691
Gross margin, excluding depreciation and amortization                            54,006                     59,408
Net loss attributable to common stockholders                                    (70,279)                   (50,859)
Basic and diluted loss attributable to common stockholders per share              (2.81)                     (1.09)
</TABLE>


4.       LONG-TERM DEBT

         As of June 25, 1999, we amended our Senior Credit Facility to provide
$520 million of financing, of which $470 million was committed. Advances under
the Senior Credit Facility accrue interest at our option of either LIBOR plus a
margin of up to 3.00%, as defined in the related agreement, or at the greater of
the Federal Funds Effective Rate plus 0.50% or the prime rate, plus a margin of
up to 1.75%. Additionally, certain financial covenants were modified.


                                       7
<PAGE>   10
         As of September 17, 1999, we again amended our Senior Credit Facility
to provide $670 million of financing, of which $520 million was committed and
$377 million was utilized at June 30, 2000.

         The Senior Credit Facility is secured by a lien on substantially all of
our assets and a pledge of substantially all of the capital stock of our
subsidiaries. The Senior Credit Facility contains customary covenants such as
limitations on our ability to incur indebtedness, to incur liens or encumbrances
on assets, to make certain investments, to make distributions to stockholders,
or prepay subordinated debt. Under the Senior Credit Facility, we may not permit
the ratio of senior debt to annualized EBITDA as defined in the agreement to
exceed certain amounts.

         On March 22, 2000, we completed a private placement of $200 million of
5.5% Convertible Subordinated Notes Due 2007 (the "Convertible Notes") to
certain institutional purchasers pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act. We repaid outstanding revolving
debt under our Senior Credit Facility with the net proceeds of $193.5 million
from this private placement. We will pay interest on the Convertible Notes on
March 15 and September 15 of each year, with the first interest payment to be
made September 15, 2000. The Convertible Notes will mature on September 15, 2007
unless previously redeemed or repurchased. The Convertible Notes are convertible
into Pinnacle's common stock at the option of the Convertible Note holders at an
initial price of $78.375 per share, which conversion price is subject to
adjustment under the terms of the Convertible Notes. We may redeem the
Convertible Notes on or after March 21, 2003. Pursuant to a Registration Rights
Agreement dated March 22, 2000, we filed a registration statement on May 23,
2000, to cover resales of the Convertible Notes and the shares of Common Stock
issuable upon conversion of the Convertible Notes.

5.       PUBLIC OFFERINGS AND STOCKHOLDERS' EQUITY

         Initial Public Offering

         On February 19, 1999, we completed our initial public offering of our
common stock ("the Offering") whereby we sold 20,000,000 shares of a new class
of common stock (the "Common Stock"). In addition, on March 19, 1999, the
Underwriters over-allotment options were exercised to the extent that an
additional 2,026,000 shares were sold. The initial price per share was $14,
resulting in net proceeds from the Offering of approximately $288 million.

         In connection with the Offering, pursuant to a recapitalization
agreement between Pinnacle, our largest stockholder, ABRY Broadcast Partners II,
L.P. ("ABRY II"), and certain members of our management that are stockholders of
Pinnacle, we converted all outstanding shares of each class of Pinnacle's five
classes of common stock into shares of the Common Stock sold in the Offering and
paid to the holders of certain of such classes of common stock preferential
amounts and yields. Pinnacle's certificate of incorporation was amended
immediately prior to the consummation of the Offering to eliminate the multiple
classes of Pinnacle's common stock and create the now single class of Common
Stock, and all of the outstanding shares of all the classes of common stock of
Pinnacle other than Class D Common stock were converted into approximately
8,571,309 shares of Common Stock and all shares of Class D common stock were
converted into approximately 1,428,691 shares of Common Stock. All unvested
shares of Class D Common stock held by employees at the date of the Offering
become vested shares.

         The holders of Pinnacle's outstanding (prior to the above described
conversion) shares of Class A Common stock, Class B Common stock and Class E
Common stock were collectively paid approximately $38.9 million by Pinnacle from
proceeds of the Offering, which amount equaled the amount of preferences such
shares were entitled to over the other classes of Pinnacle's common stock
pursuant to our certificate of incorporation before giving effect to the
amendment relative to the conversion of those shares as described above. In
addition, the holders of Pinnacle's outstanding (prior to the above described
conversion) shares of Class A Common stock were collectively paid approximately
$4.8 million by Pinnacle from proceeds of the Offering, which amount equaled the
amount of yield such shares had accrued from the date of their issuances through
June 30, 1997 pursuant to Pinnacle's certificate of incorporation before giving
effect to the amendment relative to the conversion of those shares as described
above.

         Other uses of proceeds from the Offering were: (1) approximately $32.0
redeemed the outstanding shares of Pinnacle's Series A Senior Preferred Stock
(the "Senior Preferred Stock"); (2) approximately $61.7 million redeemed the
outstanding shares of Pinnacle's Series B Junior Preferred Stock (the "Junior
Preferred Stock"); (3)


                                       8
<PAGE>   11
approximately $15.7 million repaid in full and retired loan from ABRY II; (4)
approximately $123.8 million repaid outstanding borrowings under Pinnacle's
Senior Credit Facility; and, (5) $11.4 was used to fund the closing of pending
acquisitions proximate to the date the funds were available from the Offering.

         Secondary Offerings

         On July 27, 1999, we completed a secondary offering of common stock
(the "July Offering") whereby we sold 8,650,000 shares of our common stock. The
price per share was $25, resulting in net proceeds from the July Offering of
approximately $206 million. Certain stockholders of Pinnacle also sold 2,350,000
shares of common stock, the net proceeds of which are not available to us. The
proceeds from the July Offering were invested initially in short-term liquid
securities and were used in conjunction with Pinnacle's availability of senior
debt under our amended Senior Credit Facility to fund acquisitions, the
construction of new communications sites and improvements to existing
communications sites.

         On January 24, 2000, we completed another secondary offering of common
stock (the "January Offering") whereby we sold 7,200,000 shares of our common
stock. The price per share was $41, resulting in net proceeds from the January
Offering of approximately $283 million. Certain stockholders of Pinnacle also
sold 3,150,000 shares of common stock, the net proceeds of which are not
available to us. The proceeds from the January Offering were invested initially
in short-term liquid securities and will be used to reduce our debt or be used
with borrowings made under the Senior Credit Facility to fund acquisitions, the
construction of new communications sites and improvements to existing
communications sites (approximately $178 million used through June 30, 2000).
The total shares sold included a concurrent exercise of the underwriters'
over-allotment option whereby 1,350,000 shares were sold (including 450,000
shares sold by certain of our stockholders).

         Other Issuances of Stock

         In conjunction with the Motorola Antenna Site Acquisition, we issued
418,520 shares of common stock to Motorola as part of the consideration given
for the acquisition. These shares were recorded at the fair value of the
securities when the terms of the acquisition were agreed to and announced.

         During the six months ended June 30, 2000, we issued 54,994 shares of
our common stock upon exercise of various stock options granted to our
employees.


6.       COMMITMENTS

         Since June 30, 2000, we have completed 16 acquisitions with 17
communications sites for an aggregate purchase price of $62.4 million, including
2 carrier neutral colocation facilities located in St. Louis for $56.9 million.
In addition, as of and subsequent to June 30, 2000, we entered into several
agreements or letters of intent with various third parties to purchase 852
communications sites, reflecting an aggregate commitment to pay approximately
$260.1 million including 1 carrier neutral colocation facility located in Dallas
for $152.5 million plus the capital expenditure required to construct the
planned facility of approximately $30 million, all of which are subject to
conditions of a closing and consummation of a transaction pending completion of
due diligence efforts and any further negotiation which may result therefrom.


7.       SUBSEQUENT EVENTS

         On July 18, 2000, the Internal Revenue Service issued a private letter
ruling to PT III confirming that the ownership of, and receipt of income from,
its rooftop sites and related equipment will be considered qualifying assets and
income for REIT purposes. However, PT III will not elect to be taxed as a REIT
for the short period year of 1999. PT III does anticipate making a REIT election
for the 2000 calendar year, but there can be no assurance that PT III will
satisfy all of the requirements for qualification as a REIT beyond those which
were addressed by the private letter ruling. In this regard, shortly before
receiving the private letter ruling, PT III discovered that it had been
recognizing non-REIT qualifying income at an annualized rate which, if allowed
to continue, would result in PT III failing one of the REIT income tests for
2000. PT III is studying steps that it may be able to take for the remainder of
the 2000 calendar year in order to satisfy that income test for the 2000
calendar year, which may


                                       9
<PAGE>   12
include the transfer of certain assets to a non-controlled subsidiary of PT III
in which PT III will own notes and preferred and common stock constituting a
substantial portion of the overall investment therein, but in which certain
executive officers of PT III will own in excess of 90% of the voting stock.


8.       RESTATEMENT

As described in Note 1, the unaudited quarterly financial information for the
six months ended June 30, 2000 and for the three months ended June 30, 2000 have
been restated.



            Unaudited Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                           As Previously                        As Previously
                                                             Reported                             Reported
                                                           Three Months      Three Months        Six Months         Six Months
                                                               Ended            Ended               Ended              Ended
                                                             June 30,          June 30,            June 30,          June 30,
                                                               2000              2000                2000              2000
                                                           ------------    -----------------    -------------    -----------------
                                                           (unaudited)     (Restated-Note 1)     (unaudited)     (Restated-Note 1)
                                                                               (unaudited)                           (unaudited)
<S>                                                        <C>                <C>                <C>                <C>
Revenues                                                   $ 44,359,176       $ 44,359,176       $ 84,282,587       $ 84,282,587

Direct operating expenses, excluding depreciation
  and amortization                                           14,957,003         14,957,003         29,297,670         29,302,871
                                                           ------------       ------------       ------------       ------------
Gross margin, excluding depreciation and amortization        29,402,173         29,402,173         54,984,917         54,979,716
                                                           ------------       ------------       ------------       ------------
Other expenses:
    General and administrative                                2,106,522          2,106,522          4,013,127          4,199,590
    Corporate development                                     4,276,878          6,954,531          8,147,864         13,522,346
    State franchise, excise and minimum taxes                   376,114            376,114            742,354            742,354
    Depreciation and amortization                            28,519,433         27,004,870         54,915,030         51,765,897
                                                           ------------       ------------       ------------       ------------

                                                             35,278,947         36,442,037         67,818,375         70,230,187
                                                           ------------       ------------       ------------       ------------
Loss from operations                                         (5,876,774)        (7,039,864)       (12,833,458)       (15,250,471)
Interest expense                                              7,534,684          7,534,684         16,310,677         16,310,677
Amortization of original issue discount and debt
  issuance costs                                              6,823,822          6,823,822         13,249,552         13,249,552
                                                           ------------       ------------       ------------       ------------
Net loss                                                    (20,235,280)       (21,398,370)       (42,393,687)       (44,810,700)
Payable-in-kind preferred dividends and accretion                                                          --                 --
Net loss attributable to common stockholders               $(20,235,280)      $(21,398,370)      $(42,393,687)      $(44,810,700)
                                                           ============       ============       ============       ============

Basic and diluted loss attributable to common
  stockholders per share                                   $      (0.42)      $      (0.44)      $      (0.89)      $      (0.95)

Weighted average number of common shares outstanding         48,344,951         48,344,951         47,411,489         47,411,489
                                                           ============       ============       ============       ============
</TABLE>


                                       10
<PAGE>   13

                     Unaudited Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                                   June 30,                 June 30,
                                                                                     2000                     2000
                                                                                --------------           ---------------
                                                                                As Previously
                                                                                   Reported              Restated-Note 1
                                                                                  (unaudited)              (unaudited)
<S>                                                                            <C>                       <C>
                                  Assets
Current assets:
     Cash and cash equivalents                                                 $   156,081,479           $   156,081,479
     Accounts receivable, net                                                       17,427,337                17,125,337
     Prepaid expenses and other current assets                                      12,407,798                12,407,798
                                                                               ---------------           ---------------
       Total current assets                                                        185,916,614               185,614,614
Fixed assets, net                                                                1,223,865,176             1,207,675,011
Leasehold interests, net                                                            64,184,887                61,924,924
Deferred debt issue costs, net                                                      19,304,210                19,304,210
Other assets                                                                         5,855,038                 5,855,038
                                                                               ---------------           ---------------
                                                                               $ 1,499,125,925           $ 1,480,373,797
                                                                               ===============           ===============

                   Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable                                                          $     7,245,863           $     7,245,863
     Accrued expenses                                                               42,944,489                26,881,949
     Deferred revenue                                                                8,690,576                 8,690,576
     Current portion of long-term debt                                               4,761,283                 4,761,283
                                                                               ---------------           ---------------
       Total current liabilities                                                    63,642,211                47,579,671
Long-term debt                                                                     819,308,375               819,308,375
Other liabilities                                                                      678,356                   678,356
                                                                               ---------------           ---------------
                                                                                   883,628,942               867,566,402


Stockholders' equity:
       Preferred stock, $.001 par value, 5,000,000 shares authorized;
         0 shares issued and outstanding at December 31, 1999 and
             June 30, 2000, respectively
       Common stock, $.001 par value, 150,000,000 shares authorized;
         41,094,471 and 48,349,465 shares issued and outstanding at
         December 31, 1999 and June 30, 2000, respectively                              48,349                    48,349
       Additional paid-in capital                                                  771,956,777               771,956,777
       Foreign currency translation                                                    100,379                   100,379
       Accumulated deficit                                                        (156,608,522)             (159,298,110)
                                                                               ---------------           ---------------
                                                                                   615,496,983               612,807,395
                                                                               ---------------           ---------------
                                                                               $ 1,499,125,925           $ 1,480,373,797
                                                                               ===============           ===============
</TABLE>


                                       11
<PAGE>   14
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS:

         The following discussion of the consolidated financial condition and
results of operations of Pinnacle should be read in conjunction with the
consolidated financial statements and related notes thereto. This discussion
contains forward-looking statements within the meaning of the federal securities
laws. The words "believe," "estimate," "expect," "intend," "anticipate," "plan,"
and similar expressions and variations of such expressions identify certain of
such forward-looking statements that speak only as of the dates on which they
were made. Prospective investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties. Actual events or results may differ materially from those
discussed in the forward-looking statements as a result of various factors,
including, without limitation, the forward-looking statements and associated
considerations set forth in Pinnacle's Annual Report on Form 10-K/A for the
fiscal year ended December 31, 1999.

         We restated our audited financial statements for the year ended
December 31, 1999, and our unaudited financial statements for the quarters ended
September 30, 1999, March 31, 2000, June 30, 2000, and September 30, 2000, to
expense certain costs previously capitalized as direct costs of the acquisition
of the Motorola Antenna Site Acquisition and to accrue direct costs of the
acquisition only as the related services are performed. Direct costs incurred in
connection with a purchased business are required to be capitalized and indirect
costs are required to be expensed. Determining under available accounting
guidance which costs or portions thereof are direct, as opposed to indirect,
requires the exercise of a certain amount of judgment. Upon completion of the
Motorola Antenna Site Acquisition, we determined to capitalize all pre- and
post-closing costs directly related to the acquisition. Following an inquiry by
the Securities and Exchange Commission and, after consulting with our new
independent auditors, Ernst & Young LLP, we reconsidered our previous accounting
judgment and concluded it was appropriate to capitalize all costs that relate
directly to the acquisition except those post-closing costs that are deemed to
more than incidentally reduce our need to incur ongoing business expenses
necessary to integrate those assets into our operations. Additionally, we had
previously, at the date of the acquisition, accrued estimated direct costs of
acquisitions regardless of whether the costs had been incurred as of that date.
We have now concluded that such costs should be accrued as the services are
incurred.

OVERVIEW

         We acquire communications sites and construct rental towers and lease
space on these communications sites to a broad base of wireless communications
providers, operators of private networks, government agencies and other
customers. Our objective is to acquire or construct clusters of rental
communications sites in areas where there is significant existing and expected
continued growth in the demand for rental communications sites by wireless
communications providers. We seek to obtain a significant ownership position of
communications site assets in our targeted markets in order to offer "one-stop
shopping" to wireless communications providers who are deploying or expanding
wireless communications networks.

         Since our formation in May 1995, we have focused on creating a
portfolio of wireless communications site clusters in high growth markets such
as Atlanta, Birmingham, Boston, Chicago, Dallas, Houston, Los Angeles, New
Orleans, New York, Orlando and Tampa.

         As of June 30, 2000, we had acquired 2 carrier neutral colocation
facilities located in Texas for an aggregate purchase price of $2.9 million.
Colocation facilities are buildings that provide telecommunications service
providers, such as incumbent local exchange carriers ("ILECs"), competitive
local exchange carriers ("CLECs"), fiber optic network carriers, Internet
backbone providers, application service providers ("ASPs"), and Internet data
centers ("IDCs"), square footage space to house their equipment (i.e. switches,
servers, routers) and access to an interexchange carrier (typically known as
long distance carriers). Independently owned carrier neutral colocation
facilities provide interconnectivity to multiple communications carriers versus
carrier-owned facilities that offer interconnectivity to just their own network.

         Generally, the building owner is required to maintain the physical
building and each tenant is required to maintain its own equipment. The
buildings include climate control, electrical power, access risers and
sufficient reinforcement to support the weight of tenants' equipment, and are
generally located adjacent to wireline or wireless communications networks.

         We believe carrier neutral colocation facilities are characterized by:


                                       12
<PAGE>   15
         -        high growth driven by continuing demand for voice, data and
                  Internet services:

         -        stable and recurring cash flow from a diversified customer
                  base;

         -        substantial barriers to entry for individual facilities which
                  already house important anchor tenants; and,

         -        potential for improved margins as tenants are added to
                  facilities without a proportional increase in operating
                  expense.

         Subsequent to June 30, 2000, we acquired 2 more carrier neutral
colocation facilities in St. Louis for an aggregate purchase price of $56.9
million. We also announced our intent, subject to various conditions to a
closing, to acquire 1 carrier neutral colocation facility and 1 planned carrier
neutral colocation facility in Dallas for an aggregate purchase price of $152.5
million, plus the capital expenditure required to construct the planned facility
of approximately $30 million. Among the factors affecting the degree and pace of
our efforts in the carrier neutral colocation facilities business are the
availability of financing from our lenders and other sources of public or
private debt and equity. We continue to evaluate our plans relative to this type
of operating asset.

         The table below outlines the number of acquisitions we have completed
and the corresponding wireless communication sites and carrier neutral
colocation facilities as of June 30, 2000:

<TABLE>
<CAPTION>

                                                                Period Ending:
                                              -------------------------------------------------      Six Months Ended
                                                            Year Ended December 31,                 -------------------
                                              -------------------------------------------------      June 30
                                              1995       1996       1997       1998        1999       2000       Total
                                              ----       ----       ----       ----       -----      -------     -----
<S>                                           <C>        <C>        <C>        <C>        <C>         <C>        <C>
Number of wireless owned sites acquired         29        119        134        517         858         688      2,345
Number of wireless managed sites acquired        *          *          *          *         584         396        980
Number of wireless leased sited acquired         *          *          *          *         858           -        858
Number of towers built                           4          4         22         47          23           5        105
                                              ----       ----       ----       ----       -----       -----      -----
Number of sites acquire or built during         33        123        156        564       2,323       1,089      4,288
  the period
Number of colocation facilities acquired                                                                  2          2
Number of acquisition transactions
  completed                                     13         49         72         82         130         122        468
</TABLE>


*        Does not include 34 communications sites currently managed or leased
         that were acquired between 1995 and 1998.

         Since June 30, 2000, we have closed 16 acquisitions with 17 additional
communications sites for $62.4 million, including 2 carrier neutral colocation
facilities located in St. Louis for $56.9 million, and as of August 2, 2000,
have agreements or letters of intent to acquire 852 additional communications
sites for $260.1 million, including 1 carrier neutral colocation facility and 1
planned carrier neutral colocation facility in Dallas for $152.5 million, plus
the capital expenditure required to construct the planned facility of
approximately $30 million. In addition, we have identified numerous additional
acquisition candidates. We expect that internal growth related to completed
acquisitions and the business potential of pending acquisitions will have a
material impact on our future revenues and EBITDA.

         We believe that significant opportunities for growth exist by
maximizing the use of our existing and future communications sites. Because the
costs of operating a communications site are primarily fixed on owned sites,
increasing tower utilization significantly improves tower level operating
margins on these sites. We believe that "same site" organic revenue growth on
owned communications sites is a meaningful indicator of the quality of these
sites and our ability to generate incremental revenue on such sites. It is
measured by comparing the run rate revenue of our owned communications sites at
the end of a period to the run rate revenue for the same owned communications
sites at the end of the prior period. Same-site organic growth is a result of
expanded marketing efforts to increase the number of customers per site,
renegotiating leases that are subject to renewal, and, contractual price
escalations for existing customers. Taking into consideration new leases written
as of December 31, 1999, we experienced "same site" revenue growth of
approximately 19.0% for the year ended December 31, 1999 on the base of
communications sites we owned as of December 31, 1998.

         Nextel recently received a ruling from the Federal Communications
Commission ("FCC") allowing Nextel to accelerate the deconstruction of its
analog network. This resulted in more churn from their planned deconstruction
occurring during our second quarter 2000 than was originally anticipated. This
excess churn will have a continuing impact on our expected results until such
time as the churn was originally anticipated to occur. We are currently
negotiating with Nextel to limit our loss of revenue on any further
deconstruction of their analog


                                       13
<PAGE>   16
network. In addition, Nextel has indicated to us that they have completed their
major push to deconstruct analog sites more rapidly than was originally
contemplated, and that the deconstruction of further analog sites now will be
undertaken by them at a much slower rate than was originally contemplated.

         We have generated net losses since inception and at June 30, 2000, had
an accumulated deficit totaling approximately $159.3 million. Due to our plans
to continue to grow the business predominantly through acquisitions, it is
expected that charges relating to depreciation of existing and future assets and
interest expense associated with related debt balances will be substantial.
Accordingly, we expect to continue to generate losses for the foreseeable
future.

         Our annualized run rate revenue is calculated as of a given date by
annualizing the monthly rental rates then in effect for customer lease contracts
as of such date. We believe that growth in our annualized run rate revenue is a
meaningful indicator of our performance. As of June 30, 2000, our annualized run
rate revenue was approximately $166 million.

         On August 31, 1999, we completed the Motorola Antenna Site Acquisition.
In connection with that transaction, we acquired approximately 1,858
communications sites, consisting of approximately 499 owned sites, 526 managed
sites and 833 leased sites, for $254 million in cash and stock, plus fees and
expenses. For the year ended December 31, 1999 on a pro forma basis, the
Motorola sites generated $55.7 million in revenue, $25.6 million in tower level
cash flow and $17.7 million in EBITDA for the eight months ended prior to
closing on August 30, 1999. Previously, we have not had a significant number of
managed or leased sites in our portfolio. Generally, managed and leased sites
have higher operating costs than owned towers, primarily as a result of higher
rental costs related to revenue sharing with site owners. In addition, on leased
sites, we generally have a right to lease only a limited portion of a site,
which limits total revenue potential. Higher relative operating costs and
limited revenue growth results in substantially lower tower cash flow and EBITDA
margin performance on managed and leased sites. Accordingly, the acquisition of
managed and leased sites in the Motorola Antenna Site Acquisition or any
potential future acquisitions will substantially decrease our site level
operating margins.

         Following the closing of the Motorola Antenna Site Acquisition we
transferred a portion of the rooftop communication sites we acquired from
Motorola to PT III, a corporation in which we own substantially all of the
equity interests, in exchange for $9.8 million of convertible preferred stock
and a $39.2 million Convertible Promissory note, in order to minimize the risk
that the ownership of or income from such assets might negatively affect our
qualification as a REIT. We also agreed to make our personnel, facilities and
general and administrative overhead available to PT III, the cost thereof to be
reimbursed to us by PT III. During the six months ended June 30, 2000, we
purchased approximately $2.5 million of additional convertible preferred stock
of PT III and approximately $10.0 million of additional convertible promissory
notes. PT III used such funds to acquire all of the stock of a corporation that
owns and manages communications sites, and to acquire certain assets used in
communications site management and related activities. See Item 5, Other
Information.

         We have never completed a transaction as large as the Motorola Antenna
Site Acquisition. Due to the magnitude, timing, logistical and other constraints
of the Motorola Acquisition, we were unable prior to closing the transaction to
access, analyze and verify all information needed to (1) ascertain the physical
inventory and condition of the assets acquired (including thorough engineering
surveys of the assets); (2) estimate the fair value of the assets acquired and
liabilities assumed for purposes of purchase price allocation in our financial
statements; (3) identify, evaluate and record the assets acquired and
liabilities assumed for purposes of determining the final purchase price; and
(4) properly evaluate all record title and mortgage documents for acquired real
estate assets.

         We estimate that the total of our Motorola Acquisition pre and
post-closing transaction related due diligence and related efforts will cost
approximately $19 million. To date, such efforts have cost us approximately
$16.8 million, approximately $15.1 million of which has been incurred
post-closing. Such efforts have thus far not revealed any unanticipated
information regarding matters that would have a material adverse effect on our
operations and liquidity. However, we cannot assure you that our continued due
diligence efforts will not reveal unanticipated information that would have a
material adverse effect on our operations and liquidity.

         Motorola's representations and warranties in the definitive purchase
agreement between us and Motorola (the "Motorola Purchase Agreement") did not
survive the closing of the acquisition. Therefore, our ability to obtain
compensation from Motorola for defects in title, the need for third party
consents (and the need to make payments to obtain such consents) or other
site-related and other unanticipated issues is limited. We may be able to seek
redress under certain other provisions of the Motorola Purchase Agreement,
including through the purchase price


                                       14
<PAGE>   17
adjustment based on changes in working capital and the covenant requiring
Motorola to provide further assurances as needed to convey the acquired assets.
The nature and magnitude of these issues will not be fully determined until our
post-closing investigation is substantially completed, but the issues could have
an impact on our operations and liquidity, which impact could be significant.


RESULTS OF OPERATIONS

The following table sets forth, for the six month periods indicated, each
statement of operations item as a percentage of revenue. The results of
operations are not necessarily indicative of results for any future period. The
following data should be read in conjunction with our consolidated financial
statements and notes thereto included elsewhere herein.


<TABLE>
<CAPTION>
                                                           For the six months ended:          For the three months ended:
                                                           --------------------------        ----------------------------
                                                           June 30,          June 30,        June 30,            June 30,
                                                             1999              2000            1999                2000
                                                           --------          --------        --------            --------
<S>                                                        <C>               <C>             <C>                 <C>
Statement of operations data:
  Revenues                                                    100.0%           100.0%          100.0%              100.0%
  Direct operating expenses, excluding
    Depreciation and amortization                              18.7             34.8            18.9                33.7
                                                            -------          -------         -------             -------
  Gross margin, excluding
    Depreciation and amortization                              81.3             65.2            81.1                66.3
  Other expenses:
    General and administrative                                  6.3              5.0             5.6                 4.7
    Corporate development                                      12.7             16.0            11.3                15.7
    State franchise, excise and minimum taxes                   1.6              0.9             1.5                 0.8
    Depreciation and amortization                              75.3             61.4            76.8                60.9
                                                            -------          -------         -------             -------
  Loss from operations                                        (15.6)           (18.1)          (14.1)              (15.8)
  Interest expense                                             32.0             19.4            31.6                17.0
  Amortization of original issue discount and
    debt issuance costs                                        43.6             15.7            42.2                15.4
                                                            -------          -------         -------             -------
  Net loss                                                    (91.2)           (53.2)          (87.9)              (48.2)
Payable in kind preferred dividends and accretions             11.4               --              --                  --
                                                            -------          -------         -------             -------
Net loss attributable to Common Stockholders                 (102.6)           (53.2)          (87.9)              (48.2)
                                                            =======          =======         =======             =======
</TABLE>


RESTATED SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30,
1999

         Revenues increased by $58.5 million, or 227.2%, to $84.3 million for
the six-month period ended June 30, 2000 from $25.8 million for the six-month
period ended June 30, 1999. This additional revenue is mainly attributable to
the acquisition and construction of 3,205 wireless communication sites since
June 30, 1999 - 2,116 sites during the second half of 1999, which included 1,858
sites from the Motorola Antenna Site Acquisition, and 1,089 sites during the
first half of 2000. A portion of the revenue increase is related to same-site
organic growth.

         Direct operating expenses, excluding depreciation and amortization,
increased by $24.5 million or 506.9% to $29.3 million for the six-month period
ended June 30, 2000 from $4.8 million for the six-month period ended June 30,
1999. This increase is consistent with the acquisition and construction of the
3,205 sites discussed above. Direct operating expenses as a percentage of
revenue increased to 34.8% for the six-month period ended June 30, 2000 from
18.7% for the six-month period ended June 30, 1999. The percentage increase is
primarily a result of the change in mix of sites. Both managed and leased sites
produce lower margins than owned sites because of their variable rent expense.
Notwithstanding, these sites are financially and strategically consistent with
our objective of providing wireless service providers a large selection of
antenna site locations.

         General and administrative expenses increased 160.5% for the six-month
period ended June 30, 2000 to $4.2 million from $1.6 million for the six month
period ended June 30, 1999. The increases in expenses are from additional
staffing required for the increased work volume, increased levels of advertising
and marketing expenditures, and other related costs associated with our growth.
However, as a percentage of revenue, it decreased to 5.0% of revenue for the six
month period ended June 30, 2000 from 6.3% for the six month period ended June
30, 1999 reflecting the disproportionately higher growth in revenues relative to
expenses. The decrease in percentage is


                                       15
<PAGE>   18
from economies of scale realized from increases in revenues as a result of
our acquisitions and construction of communications sites.

         Corporate development expenses increased by $10.3 million or 313.4% to
$13.5 million for the six month period ended June 30, 2000 from $3.3 million for
the six month period ended June 30, 1999. Corporate development expenses
increased as a percentage of revenue to 16.0% for the six month period ended
June 30, 2000 compared to 12.7% for the six month period ended June 30, 1999.
The increase in expense is related to the overall growth in the business and
related activity during this same period.

         State franchise, excise and minimum taxes, which represent taxes
assessed in connection with our operations in various state jurisdictions,
increased to $0.7 million for the six month period ended June 30, 2000 from $0.4
for the six month period ended June 30, 1999. Such taxes are calculated using
various methods such as a portion of our property within a given state, our
capital structure or based upon a minimum tax in lieu of income taxes. The
increase in expense is related to the overall growth in the business and related
activity during this same period.

         Interest expense, net of amortization of original issue discount,
increased $8.1 million, or 97.9%, to $16.3 million for the six month period
ended June 30, 2000 from $8.2 million for the six month period ended June 30,
1999. The increase in interest expense was attributable to increased senior
borrowings outstanding associated with our acquisitions activity, partially
offset by some favorable interest rate protection agreements affecting the six
months ended June 30, 2000, plus the interest on our 5.5% Convertible
Subordinated Notes Due 2007 issued March 14, 2000. The weighted average balance
of senior debt outstanding increased by $223 million to $374 million for the six
months ended June 30, 2000 from $151 million for the six months ended June 30,
1999.

         Amortization of original issue discount and debt issuance cost
increased 2.0 million, or 18%, to $13.2 million for the six month period ended
June 30, 2000 from $11.2 million for the six month period ended June 30, 1999.
The increase resulted from increased amortization of original issue discount of
$1.2 million because of the semi-annual compounding of the amortization under
the indenture agreement, and increased amortization of debt issuance costs of
$0.8 million, $0.6 million attributable to the issuance costs for the September
17, 1999 amendment to our senior credit facility and $0.2 million attributable
to the issuance costs for our 5.5% Convertible Subordinated Notes Due 2007
issued March 14, 2000.

RESTATED THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE
30, 1999

         Revenues increased by $30.6 million, or 222.6%, to $44.4 million for
the three-month period ended June 30, 2000 from $13.7 million for the
three-month period ended June 30, 1999. This additional revenue is mainly
attributable to the acquisition and construction of 3,205 wireless communication
sites since June 30, 1999 - 2,116 sites during the second half of 1999, which
included 1,858 sites from the Motorola Antenna Site Acquisition, and 1,089 sites
during the first half of 2000. A portion of the revenue increase is related to
same-site organic growth.

         Direct operating expenses, excluding depreciation and amortization,
increased by $12.4 million or 476.4% to $15.0 million for the three-month period
ended June 30, 2000 from $2.6 million for the three-month period ended June 30,
1999. This increase is consistent with the acquisition and construction of the
3,205 sites discussed above. Direct operating expenses as a percentage of
revenue increased to 33.7% for the three-month period ended June 30, 2000 from
18.9% for the three-month period ended June 30, 1999. The percentage increase is
primarily a result of the change in mix of sites. Both managed and leased sites
produce lower margins than owned sites because of their variable rent expense.
Notwithstanding, these sites are financially and strategically consistent with
our objective of providing wireless service providers a large selection of
antenna site locations.

         General and administrative expenses increased 174% for the three-month
period ended June 30, 2000 to $2.1 million from $0.8 million for the three month
period ended June 30, 1999. The increases in expenses are from additional
staffing required for the increased work volume, increased levels of advertising
and marketing expenditures, and other related costs associated with our growth.
However, as a percentage of revenue, it decreased to 4.7% of revenue for the
three month period ended June 30, 2000 from 5.6% for the three month period
ended June 30, 1999 reflecting the disproportionately higher growth in revenues
relative to expenses. The decrease in percentage is from economies of scale
realized from increases in revenues as a result of our acquisitions and
construction of communications sites.


                                       16
<PAGE>   19
         Corporate development expenses increased by $5.4 million or 346.5% to
$7.0 million for the three month period ended June 30, 2000 from $1.6 million
for the three month period ended June 30, 1999. Corporate development expenses
increased as a percentage of revenue to 15.7% for the three month period ended
June 30, 2000 compared to 11.3% for the three month period ended June 30, 1999.
The increase in expense is related to the overall growth in the business and
related activity during this same period.

         State franchise, excise and minimum taxes, which represent taxes
assessed in connection with our operations in various state jurisdictions,
increased to $0.4 million for the three month period ended June 30, 2000 from
$0.2 for the three month period ended June 30, 1999. Such taxes are calculated
using various methods such as a portion of our property within a given state,
our capital structure or based upon a minimum tax in lieu of income taxes. The
increase in expense is related to the overall growth in the business and related
activity during this same period.

         Interest expense, net of amortization of original issue discount,
increased $3.2 million, or 73.6%, to $7.5 million for the three month period
ended June 30, 2000 from $4.3 million for the three month period ended June 30,
1999. The increase in interest expense was attributable to the increase in
senior borrowings outstanding under our senior credit facility associated with
our acquisitions activity, partially offset by some favorable interest rate
protection agreements affecting the three months ended June 30, 2000, plus the
interest on our 5.5% Convertible Subordinated Notes Due 2007 issued March 14,
2000. The weighted average balance of senior debt outstanding increased by $146
million to $310 million for the three months ended June 30, 2000 from $164
million for the three months ended June 30, 1999.

         Amortization of original issue discount and debt issuance cost
increased $1.0 million, or 17.6%, to $6.8 million for the three month period
ended June 30, 2000 from $5.8 million for the three month period ended June 30,
1999. The increase resulted from increased amortization of original issue
discount of $0.5 million because of the semi-annual compounding of the
amortization under the indenture agreement, and increased amortization of debt
issuance costs of $0.5 million, $0.3 million attributable to the issuance costs
for the September 17, 1999 amendment to our senior credit facility and $0.2
million attributable to the issuance costs for our 5.5% Convertible Subordinated
Notes Due 2007 issued March 14, 2000.

LIQUIDITY AND CAPITAL RESOURCES

         Our liquidity needs arise from our acquisition-related activities, debt
service obligations, working capital needs and capital expenditures. We have
historically funded our liquidity needs with proceeds from equity contributions,
public equity offerings, bank borrowings, debt offerings, and cash flow from
operations. We had net working capital of $138.0 million and $68.8 million as of
June 30, 2000 and December 31, 1999, respectively. Our ratio of total debt to
stockholders' equity was 1.3 to 1.0 at June 30, 2000 and 1.9 to 1.0 at December
31, 1999.

         Our Senior Credit Facility provides us with a $235 million revolving
line of credit, with an uncommitted increase option which could increase the
revolving line of credit to $435 million, a $125 million term loan and a $110
million term loan, for a total availability of up to $670 million, of which $520
million (including letters of credit) is currently committed. Under our
revolving line of credit, we may make borrowings and repayments until June 30,
2006. Under one term loan, advances must be repaid in full by June 30, 2006.
Under the other term loan, advances must be repaid in full by June 30, 2007.
Once repaid, amounts under the term loans may not be reborrowed. Advances under
the term loans may be used for refinancing certain existing indebtedness,
acquisitions, working capital, and other general corporate purposes. Advances
under our revolving line of credit are limited to acquisitions. Advances under
our Senior Credit Facility have been used primarily to fund acquisitions,
construction of new communications sites and improvements to existing
communications sites.

         Beginning September 30, 2001, the availability under our revolving line
of credit and one term loan starts reducing by specified amounts on a quarterly
basis until June 30, 2006, when the availability under such credits will be
reduced to zero. Beginning June 30, 2001, the availability under the other term
loan starts reducing by specified amounts on a quarterly basis until June 30,
2007, when the term loan must be repaid in full. As of June 30, 2000 we had
$142.9 million available under our Senior Credit Facility, after giving effect
to approximately $35.7 million of outstanding letters of credit, which reduced
availability under our Senior Credit Facility.

         We also use seller financing to fund certain of our communications site
acquisitions. As of June 30, 2000, we had outstanding, in the aggregate amount,
$32.2 million of seller notes bearing interest at rates ranging from 8.5% to
13.0% per annum.


                                       17
<PAGE>   20
         On February 19, 1999, we completed the Offering where we sold
20,000,000 shares of our common stock and on March 19, 1999, the over-allotment
options were exercised and an additional 2,026,000 shares were sold. The initial
price per share was $14, resulting in net proceeds of approximately $290 million
before deducting the costs of the Offering. The proceeds were used to acquire
communications sites.

         On July 27, 1999, we completed a secondary offering of common stock
(the "July Offering") whereby we sold 8,650,000 shares of our common stock. The
price per share was $25, resulting in net proceeds from the July Offering of
approximately $206 million. Certain stockholders of Pinnacle also sold 2,350,000
shares of common stock, the net proceeds of which are not available to us. The
proceeds from the July Offering were invested initially in short-term liquid
securities and were used in conjunction with Pinnacle's availability of senior
debt under our amended Senior Credit Facility to fund acquisitions, the
construction of new communications sites and improvements to existing
communications sites.

         On January 24, 2000, we completed another secondary offering of common
stock (the "January Offering") whereby we sold 7,200,000 shares of our common
stock. The price per share was $41, resulting in net proceeds from the January
Offering of approximately $283 million. Certain stockholders of Pinnacle also
sold 3,150,000 shares of common stock, the net proceeds of which are not
available to us. The proceeds from the January Offering were invested initially
in short-term liquid securities and will be used to reduce our debt or be used
with borrowings made under the Senior Credit Facility to fund acquisitions, the
construction of new communications sites and improvements to existing
communications sites (approximately $178 million used through June 30, 2000).
The total shares sold included a concurrent exercise of the underwriters'
over-allotment option whereby 1,350,000 shares were sold (including 450,000
shares sold by certain of our stockholders).

         On March 22, 2000 we completed a private placement of $200 million of
5.5% Convertible Subordinated Notes Due 2007 (the "Convertible Notes") to
certain institutional purchasers pursuant to the exemption from registration
provided by Section 4(2) of the Securities Act. We repaid outstanding revolving
debt under our Senior Credit Facility with the net proceeds of $193.5 million
from this private placement. We will pay interest on the Convertible Notes on
March 15 and September 15 of each year, with the first interest payment to be
made September 15, 2000. The Convertible Notes will mature on September 15, 2007
unless previously redeemed or repurchased. The Convertible Notes are convertible
into Pinnacle's common stock at the option of the Convertible Note holders at an
initial price of $78.375 per share, which conversion price is subject to
adjustment under the terms of the Convertible Notes. We may redeem the
Convertible Notes on or after March 21, 2003. Pursuant to a Registration Rights
Agreement dated March 22, 2000, we filed a registration statement on May 23,
2000, to cover resales of the Convertible Notes and the shares of Common Stock
issuable upon conversion of the Convertible Notes.

         Capital investments, including acquisitions, for the six month period
ended June 30, 2000 were $311.3 million, compared to $164.4 million in the
comparable 1999 period. Depending on availability of additional capital, we
expect that we may make substantial additional capital investments for
acquisitions, construction and upgrading of additional towers in 2000. We
currently estimate that we will make additional capital investments in 2000 of
at least $235 million. To the extent we commit to complete additional
significant acquisitions beyond those we have identified and currently believe
are probable that we will complete, that amount may increase materially.

         We believe that the availability under our Senior Credit Facility, cash
flow from operations and existing cash balances will be sufficient to meet
working capital requirements for existing properties. Among the factors
affecting our ability to complete all probable acquisitions are the availability
of financing from our lenders and other sources of public or private debt and
equity. To the extent that we pursue additional acquisitions, construction
activity and other capital expenditures requiring funding in excess of that then
available under our Senior Credit Facility, we will be required to obtain
additional financing. There can be no assurance that such financing will be
commercially available or be permitted by the terms of Pinnacle's existing
indebtedness. To the extent that we are unable to finance future capital
expenditures, we may not be able to achieve our current business strategy.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

         We are exposed to certain market risks inherent in our financial
instruments. These instruments arise from transactions entered into in the
normal course of business and, in some cases, relate to our acquisitions of
related businesses. We are subject to interest rate risk on our Senior Credit
Facility and any future financing requirements. Our fixed rate debt consists
primarily of outstanding balances on the Notes, the Convertible Notes, and notes


                                       18
<PAGE>   21

payable to former tower owners and our variable rate debt relates to borrowings
under our Senior Credit Facility. See "--Liquidity and Capital Resources."

         The following table presents the future principal payment obligations
and weighted-average interest rates associated with our existing long-term debt
instruments assuming our actual level of long-term indebtedness of $325,000,000
under the Notes, $200,000,000 under the Convertible Notes, and $341,365,370
under our Senior Credit Facility as of June 30, 2000:

<TABLE>
<CAPTION>
                                                                             EXPECTED MATURITY DATE
                                                     2000       2001           2002         2003           2004        THEREAFTER
                                                   -------  -------------   -----------  -----------    -----------   ------------
<S>                                                <C>      <C>             <C>          <C>            <C>           <C>
Liabilities
Long-term Debt
  Fixed Rate (7.97%).............................      --              --            --           --             --   $525,000,000
  Variable Rate (Weighted Average Interest
    Rate of 9.53%)...............................      --   $  24,236,537   $35,804,806  $42,745,767    $52,000,381   $186,577,879

</TABLE>

         Our primary market risk exposure relates to the following:

         -        the interest rate risk on long-term and short-term borrowings;

         -        our ability to refinance the Notes and the Convertible Notes
                  at maturity at market rates;

         -        the impact of interest rate movements on our ability to meet
                  interest expense requirements and exceed financial covenants;
                  and

         -        the impact of interest rate movements on our ability to obtain
                  adequate financing to fund future acquisitions.

         We manage interest rate risk on our outstanding long-term and
short-term debt through our use of fixed and variable rate debt. While we cannot
predict or manage our ability to refinance existing debt or the impact interest
rate movements will have on our existing debt, we continue to evaluate our
financial position on an ongoing basis.

INFLATION

         Because of the relatively low levels of inflation experienced in 1999
and 2000, inflation did not have a significant effect on our results in such
years.


                                       19
<PAGE>   22
PART II. OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS.

         Pinnacle is from time to time involved in ordinary litigation
incidental to the conduct of its business. Pinnacle believes that none of its
pending litigation will have a material adverse effect on Pinnacle's business,
financial condition or results of operations.

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS.

Not applicable.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         At our Annual Meeting of Stockholders, held on May 2, 2000, the
following proposals were voted upon by the stockholders as indicated below:

1.       To elect the board of directors.

<TABLE>
<CAPTION>
                                                                            Number of Shares
                                                                        -------------------------
                                                                           For           Withheld
                                                                        ----------       --------
         <S>                                                            <C>               <C>
         Robert Wolsey                                                  42,628,201        769,047
         Steven Day                                                     42,628,201        769,047
         Andrew Banks                                                   42,628,201        769,047
         G. Peter O'Brien                                               42,628,201        769,047
         J. Clare Smith                                                 42,628,201        769,047
         Royce Yudkoff                                                  42,628,201        769,047
</TABLE>

2.       To approve an amendment to Pinnacle's Certificate of Incorporation to
increase the number of authorized shares of Common Stock from 100,000,000 shares
to 150,000,000 shares.

<TABLE>
<CAPTION>
                 For                   Against                       Abstain
                 ---                   -------                       -------
              <S>                     <C>                           <C>
              41,137,253              1,239,654                     1,020,341
</TABLE>

3.       To approve an amendment to the Pinnacle Holdings Inc. Stock Incentive
Plan to increase the shares reserved for issuance under the plan from 3,000,000
shares to 5,000,000 shares.

<TABLE>
<CAPTION>
                 For                   Against                       Abstain
                 ---                   -------                       -------
              <S>                     <C>                           <C>
              28,466,923              13,885,295                    1,045,030
</TABLE>


ITEM 5.  OTHER INFORMATION.

         Informal Inquiry by the Securities Exchange Commission

         As previously disclosed by Pinnacle in a prospectus filed with the
Securities and Exchange Commission on August 7, 2000 and a press release of the
same date, the Staff of the Securities and Exchange Commission recently
requested information from Pinnacle and its independent accountants as part of a
nonpublic informal inquiry. Pinnacle is fully cooperating (and intends to
continue to cooperate) with the Staff.


                                       20
<PAGE>   23
         Through communications with the Staff, Pinnacle believes the inquiry
has come to primarily focus on the independence of its independent accountants
in light of the scope of non-audit services provided by them to Pinnacle.
However, as the Staff initially focused its inquiry on certain accounting issues
associated with Pinnacle's acquisition of Motorola, Inc.'s North American
antenna site business, Pinnacle cannot be certain that the Staff's focus will
remain on the independence of its independent accountants and not later refocus
on accounting treatment issues.

         Pinnacle's independent accountants have given their consent to
Pinnacle's use of Pinnacle's financial statements the independent accountants
have audited in connection with the aforementioned prospectus filed with the SEC
on August 7, 2000. In addition, another accounting firm that audited certain
historical financial statements of the North American Antenna Site Business of
Motorola, Inc. that Pinnacle acquired as a part of the Motorola transaction has
given its consent to their use in connection with such prospectus. Pinnacle's
independent accountants have also represented to Pinnacle in connection with
such prospectus that they are in fact independent and that they conducted their
audit consistent with their professional obligations. The Staff, however, might
not concur with that view. If the Commission determines that Pinnacle's
independent accountants were not independent, Pinnacle might be required to
engage a different independent accountant prospectively, and it might be
required to seek a re-audit of its previous years' financial statements.
Pinnacle cannot predict the outcome of the Staff's inquiry and what effect, if
any, it might have on it.

         Pinnacle Towers III Inc.

         We are taxed as a Real Estate Investment Trust ("REIT") for federal
income tax purposes. The federal tax laws and regulations relating to REITs
limit our ability to own and derive income from certain types of assets. In
order to minimize the risk that our ownership of or income from certain assets
might negatively affect our qualification as a REIT, we previously transferred
certain potentially non-REIT qualifying assets to PT III, a corporation in which
Pinnacle owns substantially all of the equity interests in the form of
nonvoting, convertible preferred stock, as well as approximately 9% of the
voting common stock. Certain officers of Pinnacle own the remaining outstanding
shares of voting common stock of PT III. During the six months ended June 30,
2000, Pinnacle purchased approximately $2.5 million of additional convertible
preferred stock of PT III and approximately $10.0 million of additional
convertible promissory notes. PT III used such funds to acquire all of the stock
of a corporation that owns and manages communications sites, certain of which
may not be REIT qualifying assets or generate income from assets that are
non-REIT qualifying, and to acquire certain assets used in communication tower
consulting and management activities, which assets and the income generated
thereby may not be REIT qualifying.

         PT III has guaranteed the Senior Credit Facility and has pledged all of
its assets to secure such guarantee. The Board of Directors of Pinnacle,
excluding the officers of Pinnacle owning PT III common stock, who abstained,
approved the transactions with PT III and determined that such transactions were
on terms no less favorable to Pinnacle than those that would be obtained in
comparable arms-length transactions with parties that were not affiliated with
Pinnacle, and that such transactions were in the best interests of Pinnacle.

         As a result of the acts referenced in the preceding paragraph and prior
transactions between PT III and a subsidiary of Pinnacle, a subsidiary of
Pinnacle currently owns $ 48.7 of convertible promissory notes issued by PT III
that accrues interest at the rate of 13%, with interest payable quarterly and
all principal and accrued interest due and payable within 30 days upon demand,
and $12.2 million of PT III convertible preferred stock that accrues dividends
at 18% per annum, payable quarterly. The terms of PT III's certificate of
incorporation limit PT III's ability to borrow money, pledge its assets, issue
additional securities, make distributions to its stockholders, purchase and sell
assets, enter into transactions with affiliates and take certain actions without
seeking approval from its common stockholders, and its ability to issue or
redeem certain securities, make certain distributions, enter into certain
transactions with its affiliates or to sell, lease or dispose of a majority of
its assets without the approval of the holders of the convertible preferred
stock is also limited by such certificate of incorporation. Should all of the PT
III convertible preferred stock and the convertible promissory notes be fully
converted to common stock of PT III, a subsidiary of Pinnacle would own in
excess of 99.9% of the outstanding common stock of PT III. We currently
anticipate that the officers of Pinnacle who own PT III common stock will derive
only such benefits as are consistent with, and not greater than, the very small
interest in the overall equity of Pinnacle represented by their common stock and
as such that such officers will not receive significant benefits from such stock
ownership. PT III may issue limited amounts of nonvoting common stock in the
future in order for it to independently qualify as a REIT.


                                       21
<PAGE>   24
         The foregoing is merely a summary description of PT III and the
transactions between it and Pinnacle. The description does not purport to be a
complete description of such matters and is subject to the provisions of, and is
qualified in its entirety be reference to, the material agreements relating to
those matters, copies of which were filed as exhibits to this Quarterly Report
on Form 10-Q/A.

         We continue to assess the risk to our status as a REIT that might
result from us reacquiring the assets transferred to PT III. Depending upon the
conclusions reached from such assessment, we may seek to reacquire such assets
by purchase, merger or other means. It is possible that we may enter into
additional transactions with PT III or other similar entities in certain
circumstances to minimize the risk that we may no longer qualifying as a REIT.
In addition, as additional acquisition opportunities become available to us in
our existing line of business or in complimentary non-real estate based
communication site or services activities, we may determine that it is in our
best interests to acquire, operate or derive income from assets, businesses or
entities that would cause us to no longer qualify as a REIT.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K.

(a) The Exhibits listed in the "Exhibit Index" are filed as part of this report.

(b) Reports on Form 8-K. Pinnacle filed no reports on form 8-K during the three
month period ended June 30, 2000.


                                       22
<PAGE>   25
                                   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 thereunto duly authorized.

                                             Pinnacle Holdings Inc.



Date:  May 3, 2001                           By:  /s/ Steven R. Day
                                                -------------------------------
                                                 Steven R. Day,
                                                 Chief Operating Officer,
                                                 Chief Financial Officer
                                                 Vice President and Secretary

                                             Duly Authorized Officer and
                                             Principal Financial Officer.


                                       23
<PAGE>   26
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Designation                Description
-----------                -----------
<S>                        <C>
27.1                       Financial Data Schedule (1)

27.2                       Revised Financial Data Schedule
</TABLE>


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

(1)      Previously filed on August 14, 2000 with the Registrant's Quarterly
         Report on Form 10-Q.


                                       24