<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 MARCH 31, 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 May 11, 2000, Registrant had outstanding 48,340,923 shares of $.001 par value
common stock.
<PAGE>   2

<TABLE>
<CAPTION>
PART I.       FINANCIAL INFORMATION                                                                           PAGE
                                                                                                              ----
<S>                                                                                                           <C>
Item 1.    Financial Statements
           Unaudited Condensed Consolidated Balance Sheets as of December 31, 1999 and March 31, 2000             1
           Unaudited Condensed Consolidated Statements of Operations for the three months ended
             March 31, 1999 and 2000                                                                              2
           Unaudited Condensed Consolidated Statement of Changes in Stockholders' Equity
             for the three months ended March 31, 2000                                                            3
           Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended
             March 31, 1999 and 2000                                                                              4
           Notes to Unaudited Condensed Consolidated Financial Statements                                      5-10

Item 2.    Management's Discussion and Analysis of Financial Condition and
             Results of Operations                                                                            11-16

Item 3.    Quantitative and Qualitative Disclosures About Market Risk                                         16-17

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                                                     18

Item 2     Changes in Securities and Use of Proceeds                                                             18

Item 3     Not Applicable                                                                                        18

Item 4     Not Applicable                                                                                        18

Item 5     Other Information                                                                                  18-19

Item 6.    Exhibits and Reports on Form 8-K                                                                      19

SIGNATURES                                                                                                       20

EXHIBIT INDEX                                                                                                    21
</TABLE>
<PAGE>   3

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements:

                             PINNACLE HOLDINGS INC.
                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,            MARCH 31,
                                                                                     1999                  2000
                                                                               ---------------       ---------------
                                                                                                     RESTATED-NOTE 1
                                                                                                       (UNAUDITED)
<S>                                                                            <C>                   <C>
                                     Assets
Current assets:
   Cash and cash equivalents                                                    $   94,862,918        $  228,132,860
   Accounts receivable, net                                                         11,774,689            16,937,534
   Prepaid expenses and other current assets                                         5,235,972             9,544,960
                                                                                --------------        --------------
     Total current assets                                                          111,873,579           254,615,354
Fixed assets, net                                                                  930,620,414         1,097,830,583
Leasehold interests, net                                                            70,478,129            66,139,752
Deferred debt issue costs, net                                                      14,299,519            19,393,903
Other assets                                                                         3,232,248             4,273,854
                                                                                --------------        --------------
                                                                                $1,130,503,889        $1,442,253,446
                                                                                ==============        ==============

                      Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                                             $    7,297,498        $    8,989,569
   Accrued expenses                                                                 25,195,483            21,488,739
   Deferred revenue                                                                  3,910,551             6,606,401
   Current portion of long-term debt                                                 6,705,578             7,463,216
                                                                                --------------        --------------
     Total current liabilities                                                      43,109,110            44,547,925
Long-term debt                                                                     712,659,042           763,523,349
Other liabilities                                                                      510,090               579,846
                                                                                --------------        --------------
                                                                                   756,278,242           808,651,120
                                                                                --------------        --------------

Stockholders' equity:
  Preferred stock, $.001 par value, 5,000,000 shares authorized;
     0 shares issued and outstanding at December 31, 1999 and
     March 31, 2000, respectively
  Common stock, $.001 par value, 100,000,000 shares authorized;
     41,094,471 and 48,340,923 shares issued and outstanding at
     December 31, 1999 and March 31, 2000, respectively                                 41,094                48,341
  Additional paid-in capital                                                       489,090,451           771,792,664
  Foreign currency translation                                                        (418,488)             (338,939)
  Accumulated deficit                                                             (114,487,410)         (137,899,740)
                                                                                --------------        --------------
                                                                                   374,225,647           633,602,326
                                                                                --------------        --------------
                                                                                $1,130,503,889        $1,442,253,446
                                                                                ==============        ==============
</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>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                -------------------------------------
                                                                                     1999                  2000
                                                                                --------------      -----------------
                                                                                                    (RESTATED-NOTE 1)
                                                                                  (UNAUDITED)          (UNAUDITED)
<S>                                                                             <C>                 <C>
Revenues                                                                        $   12,008,208        $   39,923,411
Direct operating expenses, excluding depreciation and amortization                   2,232,651            14,345,868
                                                                                --------------        --------------
         Gross margin, excluding depreciation and amortization                       9,775,557            25,577,543
Other expenses:
          General and administrative                                                   843,464             2,093,068
          Corporate development                                                      1,711,283             6,567,815
          State franchise, excise and minimum taxes                                    200,975               366,240
          Depreciation and amortization                                              8,994,211            24,761,027
                                                                                --------------        --------------
                                                                                    11,749,933            33,788,150
                                                                                --------------        --------------
Loss from operations                                                                (1,974,376)           (8,210,607)
Interest expense                                                                     3,900,192             8,775,993
Amortization of original issue discount and debt issuance costs                      5,428,504             6,425,730
                                                                                --------------        --------------
Net loss                                                                           (11,303,072)          (23,412,330)
Payable-in-kind preferred dividends and accretion                                    2,930,338                    --
                                                                                --------------        --------------
Net loss attributable to common stockholders                                    $  (14,233,410)       $  (23,412,330)
                                                                                ==============        ==============
Basic and diluted loss attributable to common stockholders per share            $        (0.79)       $        (0.50)
                                                                                ==============        ==============
Weighted average number of common shares outstanding                                18,067,484            46,478,027
                                                                                ==============        ==============
</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 CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                              COMPREHENSIVE               COMMON STOCK                ADDITIONAL
                                                                 INCOME             -------------------------          PAID-IN
                                                                 (LOSS)              SHARES           AMOUNT           CAPITAL
                                                              -------------         ----------        -------        ------------
<S>                                                           <C>                   <C>               <C>            <C>
Balance at December 31, 1999(as restated - Note 1)                                  41,094,471        $41,094        $489,090,451

Unaudited:

Issuance of common stock, net of issuance costs                                      7,246,452          7,247         282,702,213

Foreign currency translation gain (loss)                       $     79,549

Net loss (as restated - Note 1)                                 (23,412,330)
                                                               ------------         ----------        -------        ------------

Balance at March 31, 2000 (as restated - Note 1)               $(23,332,781)        48,340,923        $48,341        $771,792,664
                                                               ============         ==========        =======        ============

<CAPTION>

                                                                                     FOREIGN
                                                                ACCUMULATED          CURRENCY          STOCKHOLDERS'
                                                                  DEFICIT           TRANSLATION           EQUITY
                                                               -------------        -----------        -------------
Balance at December 31, 1999 (as restated - Note 1)            $(114,487,410)        $(418,488)        $ 374,225,647

Unaudited:

Issuance of common stock, net of issuance costs                                                          282,709,460

Foreign currency translation gain (loss)                                                79,549                79,549

Net loss (as restated - Note 1)                                  (23,412,330)                            (23,412,330)
                                                               -------------         ---------         -------------

Balance at March 31, 2000 (as restated - Note 1)               $(137,899,740)        $(338,939)        $ 633,602,326
                                                               =============         =========         =============
</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 CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                -------------------------------------
                                                                                     1999                  2000
                                                                                -------------       -----------------
                                                                                                    (RESTATED-NOTE 1)
                                                                                 (UNAUDITED)           (UNAUDITED)
<S>                                                                             <C>                  <C>
Cash flows from operating activities:
 Net loss                                                                       $ (11,303,072)        $ (23,412,330)
    Adjustments to reconcile net loss to net cash provided
      by (used in) operating activities:
        Depreciation                                                                8,994,211            24,761,027
        Amortization of original issue discount and debt issuance costs             5,428,504             6,425,730
        Provision for doubtful accounts                                                    --               313,091
        (Increase) decrease in:
          Accounts receivable, gross                                                 (487,059)           (5,363,742)
          Prepaid expenses and other current assets                                    58,347            (4,298,351)
          Other assets                                                                562,528            (1,041,606)
        Increase (decrease) in:
          Accounts payable                                                            929,016             1,656,260
          Accrued expenses                                                          5,682,679            (3,706,744)
          Deferred revenue                                                          1,462,667             2,610,006
          Other liabilities                                                            58,475              (168,828)
                                                                                -------------         -------------
              Total adjustments                                                    22,689,368            21,186,843
                                                                                -------------         -------------
Net cash provided by (used in) operating activities                                11,386,296            (2,225,487)
                                                                                -------------         -------------
Cash flows from investing activities:
         Payments made in connection with acquisitions:
           Fixed assets                                                           (72,172,206)         (170,295,301)
           Leasehold interests                                                             --            (2,670,966)
           Net current liabilities acquired                                                --               176,573
         Capital expenditures:
           Fixed assets                                                           (13,485,203)           (7,371,552)
                                                                                -------------         -------------
Net cash used in investing activities                                             (85,657,409)         (180,161,246)
                                                                                -------------         -------------
Cash flows from financing activities:
         Borrowings under long-term debt, net                                      50,000,000           227,433,041
         Repayment of long-term debt                                             (139,142,790)         (194,923,139)
         Proceeds from issuance of common stock, net                              288,335,011           282,709,460
         Liquidation of PIK preferred stock and warrants                          (93,741,617)                   --
         Distribution of contributed capital and payment of
          accretion on various classes of common stock                            (43,704,472)                   --
                                                                                -------------         -------------
Net cash provided by financing activities                                          61,746,132           315,219,362
                                                                                -------------         -------------
Effect of exchange rate changes on cash                                                    --               437,313
                                                                                -------------         -------------
Net increase (decrease) in cash and cash equivalents                              (12,524,981)          133,269,942
Cash and cash equivalents, beginning of period                                     13,801,190            94,862,918
                                                                                -------------         -------------
Cash and cash equivalents, end of period                                        $   1,276,209         $ 228,132,860
                                                                                =============         =============
Supplemental disclosure of cash flows:
        Cash paid for interest                                                  $   4,702,341         $  10,882,461
                                                                                =============         =============

Non-Cash Transactions:
        Seller debt issued in connection with acquisitions                      $   4,559,650         $   7,295,000
        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.


                                       4
<PAGE>   7

                             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
March 31, 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 detailed summary of the effects of the restatement is set forth in
Note 7.

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 March 31, 2000 and for the three month periods
ended March 31, 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.


                                       5
<PAGE>   8
         On August 31, 1999, we consummated the Motorola Antenna Site
Acquisition pursuant to which we 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 Pinnacle
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 Antenna
Site Acquisition as of March 31, 2000 were incurred and accrued costs of
approximately $14.0 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 ($13.5 million).

         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 three months ended March 31, 2000, we completed 65
acquisitions of 668 communications sites and related assets, each of which was
individually insignificant to Pinnacle, from various sellers for an aggregate
purchase price of $176.3 million consisting of $169.0 million in cash and $7.3
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 Three Months Ended
                                                                             ------------------------------------------
                                                                              (in thousands, except per share amounts)
                                                                               March 31,                  March 31,
                                                                                  1999                      2000
                                                                             --------------           -----------------
                                                                                                      (Restated-Note 1)
                                                                               (unaudited)                (unaudited)
<S>                                                                          <C>                      <C>
Revenue                                                                         $ 40,748                  $ 41,718
Gross margin, excluding depreciation and amortization                             25,972                    26,967
Net loss attributable to common stockholders                                     (33,515)                  (25,731)
Basic and diluted loss attributable to common stockholders per share               (1.86)                    (0.56)
</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.

         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
$290 million was utilized at March 31, 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


                                       6
<PAGE>   9

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 must use reasonable best efforts to file a
registration statement on or before June 20, 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
became 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) approximately $15.7 million repaid in full and retired
loan from ABRY II; (4)


                                       7
<PAGE>   10

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 $106 million used through March 31, 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 three months ended March 31, 2000, we issued 46,452 shares
of our common stock upon exercise of various stock options granted to our
employees at the time of the Offering.

6.       COMMITMENTS

         As of and subsequent to March 31, 2000, we entered into several letters
of intent with various third parties to purchase 676 communications sites,
reflecting an aggregate commitment to pay approximately $131.4 million, all of
which are subject to consummation of a transaction pending completion of due
diligence efforts and any further negotiation which may result therefrom. In
addition, we have completed acquisitions of 178 communications sites for an
aggregate purchase price of $39.2 million subsequent to March 31, 2000.


                                       8
<PAGE>   11

7.       RESTATEMENT

         As described in Note 1, the unaudited quarterly financial information
for the three months ended March 31, 2000 has been restated.

            Unaudited Condensed Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                               As Previously Reported         As restated
                                                                                 Three Months Ended       Three Months Ended
                                                                                      March 31,                March 31,
                                                                                        2000                     2000
                                                                               ----------------------     ------------------
                                                                                     (unaudited)              (unaudited)
<S>                                                                            <C>                        <C>
Revenues                                                                            $ 39,923,411             $ 39,923,411

Direct operating expenses, excluding depreciation and amortization                    14,340,667               14,345,868
                                                                                    ------------             ------------
Gross margin, excluding depreciation and amortization                                 25,582,744               25,577,543
                                                                                    ------------             ------------
Other expenses:
    General and administrative                                                         1,906,605                2,093,068
    Corporate development                                                              3,870,986                6,567,815
    State franchise, excise and minimum taxes                                            366,240                  366,240
    Depreciation and amortization                                                     26,395,597               24,761,027
                                                                                    ------------             ------------
                                                                                      32,539,428               33,788,150
                                                                                    ------------             ------------
Loss from operations                                                                  (6,956,684)              (8,210,607)
Interest expense                                                                       8,775,993                8,775,993
Amortization of original issue discount and debt issuance costs                        6,425,730                6,425,730
                                                                                    ------------             ------------
Net loss                                                                             (22,158,407)             (23,412,330)
Payable-in-kind preferred dividends and accretion                                             --                       --
Net loss attributable to common stockholders                                        $(22,158,407)            $(23,412,330)
                                                                                    ============             ============
Basic and diluted loss attributable to common stockholders per
share                                                                               $      (0.48)            $      (0.50)
                                                                                    ============             ============
Weighted average number of common shares outstanding                                  46,478,027               46,478,027
                                                                                    ============             ============
</TABLE>


                                       9
<PAGE>   12
                     Unaudited Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                                                         As Previously
                                                                                            Reported                As restated
                                                                                            March 31,                 March 31,
                                                                                               2000                     2000
                                                                                         ---------------           ---------------
                                                                                           (unaudited)               (unaudited)
<S>                                                                                      <C>                       <C>
                                 Assets
Current assets:
    Cash and cash equivalents                                                            $   228,132,860           $   228,132,860
    Accounts receivable, net                                                                  17,239,534                16,937,534
    Prepaid expenses and other current assets                                                  9,544,960                 9,544,960
                                                                                         ---------------           ---------------
      Total current assets                                                                   254,917,354               254,615,354
Fixed assets, net                                                                          1,117,335,260             1,097,830,583
Leasehold interests, net                                                                      69,609,223                66,139,752
Deferred debt issue costs, net                                                                19,393,903                19,393,903
Other assets                                                                                   4,273,854                 4,273,854
                                                                                         ---------------           ---------------
                                                                                         $ 1,465,529,594           $ 1,442,253,446
                                                                                         ===============           ===============

                  Liabilities and Stockholders' Equity
Current liabilities:
    Accounts payable                                                                     $     8,989,569           $     8,989,569
    Accrued expenses                                                                          43,238,389                21,488,739
    Deferred revenue                                                                           6,606,401                 6,606,401
    Current portion of long-term debt                                                          7,463,216                 7,463,216
                                                                                         ---------------           ---------------
      Total current liabilities                                                               66,297,575                44,547,925
Long-term debt                                                                               763,523,349               763,523,349
Other liabilities                                                                                579,846                   579,846
                                                                                         ---------------           ---------------
                                                                                             830,400,770               808,651,120

Stockholders' equity:
      Preferred stock, $.001 par value, 5,000,000 shares authorized;
           0 shares issued and outstanding at December 31, 1999
           and March 31, 2000, respectively
      Common stock, $.001 par value, 100,000,000 shares authorized;
           41,094,471 and 48,340923 shares issued and
           outstanding at December 31, 1999 and March 31, 2000,
           respectively                                                                           48,341                    48,341
      Additional paid-in capital                                                             771,792,664               771,792,664
      Foreign currency translation                                                              (338,939)                 (338,939)
      Accumulated deficit                                                                   (136,373,242)             (137,899,740)
                                                                                         ---------------           ---------------
                                                                                             635,128,824               633,602,326
                                                                                         ---------------           ---------------
                                                                                         $ 1,465,529,594           $ 1,442,253,446
                                                                                         ===============           ===============
</TABLE>


                                       10
<PAGE>   13

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 restated 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.

         Our growth has come primarily from the acquisition of communications
sites and construction of towers and from adding new tenants to these towers.
Our business strategy focuses on aggressively pursuing communications site
acquisitions and selectively constructing towers in areas that complement our
existing base of rental communications sites and the expansion into additional
high growth wireless communications markets. Since commencing operations in May
1995, we have completed acquisitions and builds as follows:


                                       11
<PAGE>   14

<TABLE>
<CAPTION>
                                                                            PERIODS ENDED:
                                            -------------------------------------------------------------------------

                                                                   DECEMBER 31,                              MARCH 31
                                            -----------------------------------------------------------      --------
                                            1995        1996          1997          1998          1999          2000      TOTAL
                                            ----        ----          -----         ----          -----         ----      -----
<S>                                         <C>         <C>           <C>           <C>           <C>           <C>       <C>
   Number of owned sites
      Acquired .........................     29          119            134          517            858          273      1,930
   Number of managed sites
      Acquired .........................      *            *              *            *            584          395        979
   Number of leased sites
      Acquired .........................      *            *              *            *            858           --        858
   Number of towers built ..............      4            4             22           47             23            3        103
                                            ---          ---          -----          ---          -----          ---      -----
   Number of sites acquired or
      built during the period ..........     33          123            156          564          2,323          671      3,870
                                            ===          ===          =====          ===          =====          ===      =====
   Number of acquisition transac-
      tions completed ..................     13           49             72           82            130           65        411
</TABLE>

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

         Since March 31, 2000, we have closed 19 acquisitions with 178
additional communications sites and, as of May 5, 2000, have agreements or
letters of intent to acquire 676 additional communications sites. 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" revenue growth on owned
communications sites (measured by comparing the annualized run rate revenue of
our owned communications sites at the end of a period to the annualized run rate
revenue for the same owned communications sites at the end of a prior period),
is a meaningful indicator of the quality of these sites and our ability to
generate incremental revenue on such sites. 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.

         We have generated net losses since inception and at March 31, 2000, had
an accumulated deficit totaling approximately $137.9 million. Due to the nature
of our business (the leasing of cash-generating assets) and our plans to
continue to grow the business, 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 March 31, 2000, our annualized
run rate revenue was approximately $160 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,


                                       12
<PAGE>   15
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 quarterly period ended March 31, 2000, we
purchased approximately $2.4 million of additional convertible preferred stock
of PT III and approximately $9.5 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 $19.0 million. To date, such efforts have cost us approximately
$13.5 million, approximately $11.8 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 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 quarterly 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.


                                       13
<PAGE>   16
<TABLE>
<CAPTION>

                                                                 MARCH 31,       MARCH 31,
                                                                   1999            2000
                                                                 ---------    -----------------
                                                                              (RESTATED-NOTE 1)
<S>                                                              <C>          <C>
Statement of Operations Data:
     Revenue                                                      100.0%          100.0%
     Direct operating expenses, excluding
        Depreciation and amortization.....................         18.6            35.9
     Gross margin, excluding
        Depreciation and amortization.....................         81.4            64.1
Other expenses:
     General and administrative...........................          7.0             5.2
     Corporate development................................         14.3            16.5
     State franchise, excise and minimum taxes............          1.7             0.9
     Depreciation and amortization........................         74.9            62.0
Loss from operations......................................        (16.4)          (20.6)
Interest expense..........................................         32.5            22.0
Amortization of original issue discount and debt issuance          45.2            16.1
  costs
Loss before extraordinary items...........................         94.1           (58.6)
</TABLE>


    Three Months Ended March 31, 2000 compared to Three Months Ended March
31, 1999

         Revenues increased by $27.9 million, or 232.5%, to $39.9 million for
the three month period ended March 31, 2000 from $12.0 million for the three
month period ended March 31, 1999. This additional revenue is mainly
attributable to the acquisition and construction of 2,994 sites since January 1,
1999. They are as follows: 671 sites during the first quarter 2000; 2,198 sites
during the last three quarters of 1999 which includes the Motorola Antenna Site
Acquisition; and 125 sites during the first quarter of 1999. A portion of the
revenue increase is related to same-site organic growth. 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.

         Direct operating expenses, excluding depreciation and amortization,
increased by $12.1 million or 542.3% to $14.3 million for the three month period
ended March 31, 2000 from $2.2 million for the three month period ended March
31, 1999. This increase is consistent with the acquisition and construction of
the 2,994 sites discussed above. Direct operating expenses as a percentage of
revenue increased to 35.9% for the three month period ended March 31, 2000 from
18.6% for the three month period ended March 31, 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 for the three month
period ended March 31, 2000 to $2.1 million from $0.8 million for the three
month period ended March 31, 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 5.2% of revenue for the
three month period ended March 31, 2000 from 7.0% for the three month period
ended March 31, 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.

         Corporate development expenses increased by $4.9 million or 283.8% to
$6.6 million for the three month period ended March 31, 2000 from $1.7 million
for the three month period ended March 31, 1999. Corporate development expenses
increased as a percentage of revenue to 16.5% for the three month period ended
March 31, 2000 compared to 14.3% for the three month period ended March 31,
1999. The increase in expense is related to the overall growth in the business
and related activity during this same period.


                                       14
<PAGE>   17

         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 March 31, 2000 from
$0.2 for the three month period ended March 31, 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 125.0% to $8.8 million for the three month period ended March 31, 2000
from $3.9 million for the three month period ended March 31, 1999. The increase
in interest expense was attributable to increased borrowing associated with our
acquisitions and construction activity during the period since March 31, 1999,
and that the weighted average balance of debt outstanding during the three month
period ended March 31, 1999 (approximately $160 million) was much lower than
that outstanding during the three month period ended March 31, 2000
(approximately $438 million) as a result of the use of proceeds from the
Offering in February 1999 to pay down our debt outstanding under our Senior
Credit Facility.

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 $210.1 million and $68.8 million as of
March 31, 2000 and December 31, 1999, respectively. Our ratio of total debt to
stockholders' equity was 1.2 to 1.0 at March 31, 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 March 31, 2000 we had
$195.4 million available under our Senior Credit Facility, after giving effect
to approximately $34.0 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 March 31, 2000, we had outstanding, in the aggregate amount,
$35.8 million of seller notes bearing interest at rates ranging from 8.5% to
13.0% per annum.

         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.


                                       15
<PAGE>   18
         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 $106 million used through March 31, 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 must use reasonable best efforts to file a
registration statement on or before June 20, 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 three month period
ended March 31, 2000 were $180.2 million, compared to $85.7 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 $400 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 and to fund our current
probable acquisitions. 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. 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
payable to former tower owners and our variable rate debt relates to borrowings
under our Senior Credit Facility. See "--Liquidity and Capital Resources."


                                       16
<PAGE>   19
         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 $290,886,800
under our Senior Credit Facility as of March 31, 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 9.04%) .......................     --     $19,186,680     $28,230,020     $33,656,024     $40,890,696     $168,903,379
</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.



                                       17
<PAGE>   20

PART II. OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS.

         We are from time to time involved in ordinary litigation incidental to
the conduct of our business. We believe that none of our pending litigation will
have a material adverse effect on our business, financial condition or results
of operations.

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS.

              On March 22, 2000, we completed a private placement of $200
million principal amount of 5.5% Convertible Subordinated Notes due 2007 to
certain institutional purchasers pursuant to the exemption from registration
provided by section 4(2) of the Securities Act. The 5.5% Notes are convertible
into shares of Common stock at the option of the holder at a conversion price of
$78.375 per share. The net proceeds to Pinnacle from such sale were
approximately $193.5 million (after deduction of the initial purchaser's
discount and estimated offering expenses). We used the net proceeds to repay
outstanding debt under our Senior Credit Facility. Pursuant to a Registration
Rights Agreement dated March 22, 2000, we must use reasonable best efforts to
file a registration statement on or before June 20, 2000, to cover resales of
the Convertible Notes and the shares of Common Stock issuable upon conversion of
the Convertible Notes.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

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

         Not applicable.

ITEM 5.       OTHER INFORMATION.

         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 first quarter ended March
31, 2000, Pinnacle purchased approximately $2.4 million of additional
convertible preferred stock of PT III and approximately $9.5 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


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<PAGE>   21
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.

         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 a report on Form 8-K on January
4, 2000 regarding its acquisition of 201 communications sites on March 4, 1998
from Southern Communications Services, Inc. ("Southern Communications"), a
subsidiary of Southern Company. We paid $83.5 million for these communications
sites located in Georgia, Alabama, Mississippi and Florida.


                                       19
<PAGE>   22
                                   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.





                                       20
<PAGE>   23

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
  NO.                       DESCRIPTION
-----                       -----------
<S>      <C>

3.1      Amended and Restated Certificate of Incorporation of the Registrant(1)
3.2      Bylaws of the Registrant(1)
4.1      Indenture dated as of March 22, 2000 among the Registrant and The Bank
         of New York, as Trustee, including the form of 5.5% Note(3)
4.2      Form of 5.5% Note (included in Exhibit 4.1)
4.3      Registration Rights Agreement dated as of March 22, 2000 by and among
         the Registrant and each of the Purchasers referred to therein(3)
4.4      Specimen Stock Certificate(2)
10.1     Subscription Agreement between Pinnacle Towers Inc. and Pinnacle Towers
         III Inc., dated as of January 13, 2000(3)
10.2     Convertible Promissory Note of Pinnacle Towers III Inc., dated January
         13, 2000(3)
10.3     Subscription Agreement between Pinnacle Towers Inc. and Pinnacle Towers
         III Inc., dated as of January 27, 2000(3)
10.4     Convertible Promissory Note of Pinnacle Towers III Inc., dated January
         27, 2000(3)
27.1     Financial Data Schedule(3)
27.2     Revised Financial Data Schedule
</TABLE>

         (1)      Previously filed on April 1, 1998 with the Registrant's
                  Registration Statement on Form S-4 (SEC file no. 333-49147).

         (2)      Previously filed on August 11, 1998 with Amendment No. 2 to
                  the Registrant's Registration Statement on Form S-11 (SEC file
                  no. 333-59297).

         (3)      Previously filed on May 15, 2000 with the Registrant's
                  Quarterly Report on Form 10-Q.



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