UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. __)
SPECTRASITE HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $.001
(Title of Class of Securities)
84760T100
(CUSIP Number)
March 29, 2001
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 84760T100 13G Page 2 of 9 Pages
1. NAMES OF REPORTING PERSONS SBC Tower Holdings LLC
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
74-2977611
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 14,291,997 shares
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 14,291,997 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,291,997 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):9.10% (based on
146,529,186 shares outstanding on February 28, 2001 and 10,507,590
shares (the estimated number of shares to be issued to SBC Tower
Holdings LLC after February 28, 2001)).
12. TYPE OF REPORTING PERSON: OO
CUSIP No. 84760T100 13G Page 3 of 9 Pages
1. NAMES OF REPORTING PERSONS SBC Communications Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
43-1301883
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER: 14,291,997 shares
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 14,291,997 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 14,291,997 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):9.10% (based on
146,529,186 shares outstanding on February 28, 2001 and 10,507,590
shares (the estimated number of shares to be issued to SBC Tower
Holdings LLC after February 28, 2001)).
12. TYPE OF REPORTING PERSON: HC
CUSIP No. 84760T100 13G Page 4 of 9 Pages
1. NAMES OF REPORTING PERSONS New Southwestern Bell Mobile Systems, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
75-1905705
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a)
(b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER: 0
6. SHARED VOTING POWER 14,291,997 shares
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 14,291,997 shares
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
14,291,997 shares
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):9.10% (based on
146,529,186 shares outstanding on February 28, 2001 and 10,507,590
shares (the estimated number of shares to be issued to SBC Tower
Holdings LLC after February 28, 2001)).
12. TYPE OF REPORTING PERSON: CO
CUSIP No. 84760T100 13G Page 5 of 9 Pages
ITEM 1(a) NAME OF ISSUER:
The name of the Issuer is SpectraSite Holdings, Inc. (the "Issuer").
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The address of the Issuer's principal executive offices is 100 Regency
Forest Drive, Suite 400, Cary, North Carolina 29511.
ITEM 2(a) NAME OF PERSONS FILING:
The names of the persons filing this Schedule 13G are SBC Tower Holdings
LLC a Delaware limited liability company ("Tower Holdings"), SBC
Communications Inc., a Delaware corporation ("SBC"), and New
Southwestern Bell Mobile Systems, Inc., a Delaware corporation ("Mobile
Systems") (collectively, the "Reporting Persons").
Tower Holdings is a wholly owned indirect subsidiary of SBC. Mobile
Systems serves as the Managing Member of Tower Holdings, and as such has
the authority to direct the business affairs of Tower Holdings.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of Tower Holdings, SBC and Mobile Systems is
175 E. Houston Street, San Antonio, Texas 78205.
ITEM 2(c) CITIZENSHIP:
See Item 2(a) above.
ITEM 2(d) TITLE OF CLASS OF SECURITIES:
The class of equity securities to which this Schedule 13G relates is the
common stock, $.001 par value, of the Issuer (the "Common Stock").
ITEM 2(e) CUSIP NUMBER: 84760T100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
CUSIP No. 84760T100 13G Page 6 of 9 Pages
ITEM 4. OWNERSHIP:
Aggregate number and percentage of the class of securities of the Issuer
identified in Item 1.
(a)-(b) On August 25, 2000, SBC Wireless, Inc., a Delaware corporation ("SBC
Wireless"), on behalf of itself and other affiliates of SBC which own
telecommunications towers ("Towers"), the Issuer and Southern Towers, Inc.
("STI"), a subsidiary of Issuer, entered into an Agreement to Sublease (the
"Agreement to Sublease"), pursuant to which Issuer and STI agreed to lease
approximately 3900 Towers from SBC Wireless and its affiliates.
Under the Agreement to Sublease, as consideration for the leasing of the
Towers to STI, Tower Holdings and certain other affiliates of SBC ("Minority
Owners") will receive prepaid rent in the aggregate amount of approximately $1.3
billion (assuming 3,900 Towers are leased), which is payable by approximately
$983 million in cash and approximately $325 million in Issuer Common Stock
(subject to adjustment in accordance with the Agreement to Sublease), equaling
approximately 14,291,997 shares of Issuer Common Stock. Minority Owners will
only receive cash under the Agreement to Sublease while Tower Holdings will
receive a combination of cash and stock.
Since certain minority partner consents and ground lessor consents must
be obtained before a Tower may be leased to STI, the leasing of the Towers will
close in stages with the first closing occurring on December 14, 2000 and the
last closing to occur in the first quarter of 2002. At each Closing Issuer and
STI will pay consideration in cash and stock corresponding to the Towers being
leased at that closing.
To date Tower Holdings and the Minority Owners have contracted to lease
approximately 1,072 Towers to the Issuer. As a result of the transactions
contemplated under the Agreement to Sublease, Tower Holdings currently holds
3,784,407 shares of Issuer Common Stock, representing approximately 2.58% of the
outstanding shares of the Issuer Common Stock; however, it is anticipated that
when the last of the closings on the Towers takes place during the first quarter
of 2002, Tower Holdings will have received approximately 14,291,997 shares of
Issuer Common Stock, representing approximately 9.10% of the outstanding shares
of the Issuer Common Stock.
To partially protect SBC and its affiliates from a downturn in the price
of Issuer Common Stock, the Agreement to Sublease provides that SBC or its
affiliates may be entitled, under certain limited circumstances, to an
additional payment, in the form of cash or stock (at Issuer's option), upon (i)
the three year anniversary of the Agreement to Sublease, (ii) a change of
control of Issuer or (iii) the sale of $75 million or more of Issuer Common
Stock in an underwritten registered public offering pursuant to Sections 4, 5 or
6 of the Issuer's Registration Rights Agreement, dated as of April 20, 1999 (the
"Registration Rights Agreement), as amended by Amendment No. 1 dated November
20, 2000, pursuant to which the Issuer added Tower Holdings as a party to the
Registration Rights Agreement. If any of the triggering events were to occur,
Tower Holdings may receive stock in addition to the 14,291,997 shares disclosed
in this Schedule 13G.
CUSIP No. 84760T100 13G Page 7 of 9 Pages
(c) Number of shares as to which such persons have:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 14,291,997 shares
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of:
14,291,997 shares
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
See Item 2(a) above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATIONS:
By signing below, the undersigned hereby certify that, to the best of
their respective knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
CUSIP No. 84760T100 13G Page 8 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete, and correct.
Dated: March 29, 2001 SBC TOWER HOLDINGS LLC
By: New Southwestern Bell Mobile
Systems, Inc., its Managing Member
By: /s/ James S. Kahan
James S. Kahan
President
SBC COMMUNICATIONS INC.
By:/s/ James S. Kahan
James S. Kahan
Senior Executive Vice President -
Corporate Development
NEW SOUTHWESTERN BELL MOBILE
SYSTEMS, INC.
By:/s/ James S. Kahan
James S. Kahan
President
CUSIP No. 84760T100 13G Page 9 of 9 Pages
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Schedule 13G with respect to the
common stock, $.001 par value of SpectraSite Holdings, Inc., dated March 29,
2001 is, and any further amendments thereto signed by each of the undersigned
shall be, filed on behalf of each of the undersigned pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
Dated: March 29, 2001 SBC TOWER HOLDINGS LLC
By: New Southwestern Bell Mobile
Systems, Inc., its Managing Member
By: /s/ James S. Kahan
James S. Kahan
President
SBC COMMUNICATIONS INC.
By: /s/ James S. Kahan
James S. Kahan
Senior Executive Vice President-
Corporate Development
NEW SOUTHWESTERN BELL MOBILE
SYSTEMS, INC.
By: /s/ James S. Kahan
James S. Kahan
President