Edgar Filing: SPECTRASITE HOLDINGS INC

PROSPECTUS SUPPLEMENT NO. 2
(To Prospectus dated February 9, 2001)

SPECTRASITE HOLDINGS, INC.
6 3/4% SENIOR CONVERTIBLE NOTES DUE 2010

This prospectus supplement no. 2 supplements and amends the prospectus
dated February 9, 2001, as supplemented by prospectus supplement no. 1 dated
February 20, 2001, relating to the resale of SpectraSite's 6 3/4% senior
convertible notes due 2010 and the shares of SpectraSite common stock, par value
$.001, issuable upon conversion of the notes.

The table and footnotes on pages 35 through 38 of the prospectus set
forth information with respect to the selling holders and the respective amounts
of convertible notes held and shares of common stock beneficially owned by each
selling holder that may be offered pursuant to the prospectus, as supplemented
and amended. This prospectus supplement amends the table in the prospectus by
adding DEAM Convertible Arbitrage Fund, Lancer Securities Cayman LTD, Palladin
Securities Cayman LLC and PGEP III LLC, as selling holders, by correcting the
name of Arpeggio Fund, LP which was inadvertently identified as Arpessio Fund,
LP in prospectus supplement no. 1, and by replacing the information contained in
the table for the category "Any other holder of notes or future transferee,
pledgee, donee or successor of any holder" with the corresponding information
set forth below.

The prospectus, together with this prospectus supplement no. 2 and
prospectus supplement no. 1, constitutes the prospectus required to be delivered
by Section 5(b) of the Securities Act of 1933, as amended, with respect to
offers and sales of the convertible notes and the common stock issuable upon
conversion of the convertible notes.

Prospective investors should carefully review "Risk Factors" beginning
on page 5 of the prospectus for a discussion of risks that should be considered
when investing in the notes or our common stock.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus or any accompanying prospectus
supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 7, 2001.

The following table sets forth, as of March 6, 2001, information regarding
the beneficial ownership of the notes and our common stock by the selling
holders. The information is based on information provided by or on behalf of the
selling holders through March 6, 2001.

Shares of
Common
Principal Principal Stock Shares of Shares of
Amount Amount of Beneficially Common Common Stock
of Notes Notes Owned Owned Stock Beneficially
Owned and After the Prior to Offered Owned After
Selling Securityholders Offered(1) Offering(2) Offering Hereby(3)(4) the Offering(2)
--------------------------------------- ---------- ----------- ------------ ------------ ---------------
AIG SoundShore Opportunity Holding Fund
Ltd. (5)............................. $ 5,000,000 none 231,885 231,885 none
AIG SoundShore Strategic Holding Fund
Ltd. (6)............................. 5,000,000 none 231,885 231,885 none
Allstate Insurance Company............. 625,000 none 28,986 28,986 none
Allstate Life Insurance Company........ 75,000 none 3,479 3,479 none
Alpine Associates...................... 5,600,000 none 259,711 259,711 none
Alpine Partners, L.P................... 900,000 none 41,740 41,740 none
Amaranth Securities L.L.C.............. 7,700,000 none 357,102 357,102 none
Arpeggio Fund, LP...................... 400,000 none 18,551 18,551 none
BTESC.................................. 1,500,000 none 69,566 69,566 none
BTOPO Growth vs Value.................. 3,000,000 none 139,131 139,131 none
Bank America Pension Plan.............. 4,000,000 none 185,508 185,508 none
CIBC World Markets Corporation (7)..... 18,050,000 none 10,837,102 837,102 10,000,000
Castle Convertibles Fund, Inc.......... 1,250,000 none 57,972 57,972 none
DEAM Convertible Arbitrage Fund ....... 2,000,000 none 92,754 92,754 none
Deephaven Domestic Convertible Trading
Ltd. (8)............................. 3,000,000 none 139,131 139,131 none
Deeprock & Co.......................... 2,500,000 none 115,943 115,943 none
Deutsche Banc Alex.Brown (9)........... 12,867,000 none 2,683,863 596,731 2,087,132
DIA High Yield Bond Fund (10).......... 250,000 none 11,595 11,595 none
Duckbill & Co.......................... 2,000,000 none 92,754 92,754 none
Eaton Vance High Income Portfolio
(11)................................. 2,860,000 none 132,638 132,638 none
Eaton Vance Income Fund of Boston
(12)................................. 1,540,000 none 71,421 71,421 none
Fidelity Advisor Aggressive Growth
Fund................................. 430,000 none 19,943 19,943 none
General Motors Welfare Benefit Trust
(L-T Veba)........................... 2,000,000 none 92,754 92,754 none
General Motors Welfare Benefit Trust
(ST-Veba)............................ 2,000,000 none 92,754 92,754 none
Global Bermuda Limited Partnership..... 2,180,000 none 101,102 101,102 none
Hallmark Master Trust High Yield (13).. 250,000 none 11,595 11,595 none
Investcorp - SAM Fund Ltd.............. 1,400,000 none 64,928 64,928 none
JMG Capital Partners, LP............... 3,500,000 none 162,319 162,319 none
JMG Triton Offshore Fund, Ltd.......... 3,500,000 none 162,319 162,319 none
KBC Financial Products USA............. 2,100,000 none 97,392 97,392 none
Lakeshore International Ltd............ 4,100,000 none 190,145 190,145 none
Lancer Securities Cayman LTD........... 1,000,000 none 46,377 46,377 none
Lehman Brothers Inc. (14).............. 1,000,000 none 46,377 46,377 none
Lipper Convertibles, L.P............... 11,367,000 none 527,166 527,166 none
Lipper Convertibles Series II, L.P..... 2,000,000 none 92,754 92,754 none
Lipper Offshore Convertibles, L.P...... 2,000,000 none 92,754 92,754 none
Lipper Offshore Convertibles, L.P. #2.. 1,000,000 none 46,377 46,377 none
Merced Partners Limited Partnership.... 5,000,000 none 231,885 231,885 none
Morgan Stanley & Co. Incorporated (15). 20,000,000 none 8,474,922 927,537 7,547,385
Nomura Securities International,
Inc.................................. 1,000,000 none 46,377 46,377 none
Palladin Securities Cayman LLC......... 500,000 none 23,189 23,189 none
Paloma Securities LLC.................. 8,000,000 none 375,015 371,015 4,000
Peoples Benefit Life Insurance
Company.............................. 4,000,000 none 185,508 185,508 none
Peoples Benefit Life Insurance Company
TEAMSTERS............................ 6,000,000 none 278,261 278,261 none
PGEP III LLC........................... 500,000 none 23,189 23,189 none
Retail Clerks Pension Trust............ 2,500,000 none 115,943 115,943 none
Retail Clerks Pension Trust #2......... 1,500,000 none 69,566 69,566 none
Rhapsody Fund, LP...................... 1,700,000 none 78,841 78,841 none
St. Albans Partners Ltd................ 4,000,000 none 185,508 185,508 none

(1) Assumes that the full amount of the notes held by the selling holder is
being offered for registration hereunder.

(2) Because the selling holders may, pursuant to the prospectus, offer all or
some portion of the notes and shares they presently hold or, with respect
to shares, have the right to acquire upon conversion of such notes, we
cannot predict the amount or percentage of the notes and shares that will
be held by the selling holder upon termination of any such sales. In
addition, the selling holders identified above may have sold, transferred
or otherwise disposed of all or a portion of their notes and shares since
the date on which they provided the information regarding their notes and
shares in transactions exempt from the registration requirements of the
Securities Act. See "Plan of Distribution." The selling holders may sell
all, part or none of the notes or shares listed in the table. The amounts
listed in the table assume that each selling holder sells all of its
convertible notes and/or shares of common stock underlying such notes.

(3) Assumes that the full amount of the notes held by the selling holder is
converted into shares of common stock at the conversion price and offered
hereunder by such selling holder.

(4) The conversion price and the number of shares issuable upon conversion of
the notes are subject to adjustment under certain circumstances. See
"Description of Notes--Conversion of Notes." Section 15.3 of the indenture
governing the convertible notes provides that if any fractional shares of
common stock are issuable upon conversion of the notes, Holdings may either
pay cash in lieu of such fractional shares or round up the number of shares
issuable upon conversion. The number of shares reported in the table
assumes that Holdings rounds up the number of shares issued upon
conversion. We expressly reserve the right to pay cash in lieu of
fractional shares, and any decision as to whether pay cash or round up for
fractional shares will be made at the time the notes are surrendered for
conversion.

(5) AIG Soundshore Opportunity Holding Fund Ltd. owned 115 Holdings' January
2001 puts exercisable at $10 and 115 Holdings' February 2001 puts
exercisable at $10 prior to the offering.

(6) AIG Soundshore Strategic Holding Fund Ltd. owned 115 Holdings' January 2001
puts exercisable at $10 and 115 Holdings' February 2001 puts exercisable at
$10 prior to the offering.

(7) CIBC World Markets is a subsidiary of Canadian Imperial Bank of Commerce.
Of the 10,347,827 shares reported as beneficially owned by CIBC World
Markets, 10,000,000 are held by affiliates of Canadian Imperial Bank of
Commerce. CIBC World Markets was an initial purchaser or placement agent
for our 12% senior discount notes due 2008, our 11 1/4% senior discount
notes due 2009, our 12 7/8% senior discount notes due 2010, our 10 3/4%
senior notes due 2010 and our 12 1/2% senior notes due 2010. CIBC World
Markets was also a co-manager of our public common stock offerings in
February 2000 and July 2000. In addition, CIBC World Markets is an agent

and a lender under our existing credit facility and has given us a
commitment in connection with the anticipated increase of our credit
facility of $1.2 billion. CIBC World Markets and its affiliates received
customary fees for these services. The Trimaran group purchased 4,000,000
shares of our common stock in a private placement at a purchase price of
$18.75 per share and received warrants to purchase 1,500,000 shares of
common stock at exercise prices ranging from $21.56 per share to $28.00 per
share. Certain investors in the Trimaran group are affiliates of CIBC World
Markets. Andrew R. Heyer is a Managing Director of CIBC World Markets and a
managing member of Trimaran Fund Management, L.L.C., the investment advisor
to Trimaran Fund II L.L.C. Mr. Heyer was a member of Holdings' board of
directors from April 1999 until November 2000. Our stockholders' agreement,
as amended, provides that so long as the Trimaran group and Canadian
Imperial Bank of Commerce and their respective affiliates own collectively
5% or more of Holdings' outstanding stock, Canadian Imperial Bank of
Commerce affiliates and Caravelle Investment Fund, L.L.C. collectively will
have the right to designate a representative to attend meetings of
Holdings' board of directors as an observer.

(8) Deephaven Domestic Convertible Trading Ltd. owned $2,000,000 aggregate
principal amount of Holdings' 12 1/2% senior discount notes due 2010 prior
to the offering.

(9) Deutsche Banc Alex.Brown was a co-lead underwriter of our public common
stock offering in July 2000 and a co-manager of our public common stock
offering in February 2000. Deutsche Banc was also a placement agent for our
12 7/8 % senior discount notes due 2010 and our 10 3/4% senior notes due
2010.

(10) DIA High Yield Bond Fund owned $2,750,000 aggregate principal amount of
Holdings' 11 1/4% senior discount notes due 2009 prior to the offering.

(11) Eaton Vance High Income Portfolio owned $5,360,000 aggregate principal
amount of Holdings' 12% senior discount notes due 2008, $25,500,000
aggregate principal amount of Holdings' 11 1/4% senior discount notes due
2009 and $3,870,000 aggregate principal amount of Holdings' 12 7/8% senior
discount notes due 2010 prior to the offering.

(12) Eaton Vance Income Fund of Boston owned $1,150,000 aggregate principal
amount of Holdings' 12% senior discount notes due 2008, $12,235,000
aggregate principal amount of Holdings' 11 1/4% senior discount notes due
2009 and $4,080,000 aggregate principal amount of Holdings' 12 7/8% senior
discount notes due 2010 prior to the offering.

(13) Hallmark Master Trust High Yield owned $1,550,000 of SpectraSite's 11 1/4%
senior discount notes due 2009 prior to the offering.

(14) Lehman Brothers Inc. was an initial purchaser of our 12% senior discount
notes due 2008 and a co-manager of our public common stock offerings in
February 2000 and July 2000.

(15) Morgan Stanley & Co. Incorporated was the placement agent for the
convertible notes. Morgan Stanley & Co. Incorporated was also an initial
purchaser or placement agent for our 11 1/4% senior discount notes due
2009, our 12 7/8% senior discount notes due 2010 and our 10 3/4% senior
notes due 2010 and was co-lead underwriter of our public common stock
offerings in February 2000 and July 2000.

(16) TIAA-CREF Mutual Funds F/B/O its High Yield Bond Fund owned $250,000
aggregate principal amount of Holdings' 12 1/2% senior discount notes due
2010 prior to the offering.

(17) Thomas Weisel Partners LLC was a co-manager of our public common stock
offering in July 2000.

(18) Volkswagen of America Inc.--Salaried Eaton Vance Mgt. owned $15,000 of
Holdings' 11 1/4% Senior Discount Notes due 2009 prior to the offering.

(19) We may from time to time include additional selling holders and information
about such selling holders' plans of distribution in future supplements to
the prospectus, if required. The amounts provided assume that any holders
of the notes, or any future transferees, pledgees, donees or successors of
or from any such other holders of notes, do not beneficially own any common
stock other than the common stock issuable upon conversion of the notes at
the conversion rate.