SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): August 25, 2000
SpectraSite Holdings, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
0-27217 56-2027322
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(Commission File Number) (I.R.S. Employer Identification Number)
100 Regency Forest Drive
Cary, North Carolina 27511
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(Address of principal executive offices) (Zip Code)
(919) 468-0112
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(Registrant's telephone number, including area code)
Item 5. Other Events.
On August 25, 2000, SpectraSite entered into an Agreement to Sublease
with SBC Communications, Inc. pursuant to which SpectraSite will lease
approximately 3,900 communications towers from SBC and enter into a 5-year
exclusive build-to-suit agreement for an estimated 800 new towers. The
transaction is valued at approximately $1.3 billion, including $983 million in
cash and $325 million in SpectraSite common stock. The transaction wil close
in stages beginning in the fourth quarter of 2000, subject to customary
closing conditions. Copies of the Agreement to Sublease and the press release
announcing this transaction are being filed with this report as Exhibit 10.1 and
Exhibit 99.1, respectively.
On August 28, 2000, SpectraSite announced that Trimaran Fund II, L.L.C.
has agreed to purchase approximately 3.4 million shares of SpectraSite's common
stock at a price of $22.00 per share in a private placement exempt from the
registration requirements of the Securities Act of 1933. In addition, Trimaran
will receive warrants to purchase an additional 1.5 million shares of
SpectraSite common stock at a price of $28.00 per share. A copy of the press
release announcing this agreement is being filed with this report as Exhibit
99.2.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
10.1 Agreement to Sublease, dated as of August
25, 2000, by and among SBC Wireless, Inc.,
for itself and on behalf of the Sublessor
Entities, SpectraSite Holdings, Inc. and
Southern Towers, Inc.
99.1 Press Release dated August 28, 2000.
99.2 Press Release dated August 28, 2000.
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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 hereunto duly authorized.
SPECTRASITE HOLDINGS, INC.
Dated: August 31, 2000 By: /s/ David P. Tomick
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David P. Tomick
Executive Vice President and
Chief Financial Officer