CUSIP No. 84760T100 13G Page 7 of 7 Pages
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. 2)
SPECTRASITE HOLDINGS, INC.
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(Name of Issuer)
Common Stock, par value $.001
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(Title of Class of Securities)
84760T100
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(CUSIP Number)
May 15, 2002
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(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)
1. NAME OF REPORTING PERSON SBC Communications Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 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
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NUMBER OF 5. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 22,021,508
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 22,021,508
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 22,021,508
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 14.3%
(based on 154,013,917 shares outstanding on May 1, 2002,
and including 12,144,381 shares (the estimated number of shares
to be issued to SBC Tower Holdings, LLC after May 15, 2002).
12. TYPE OF REPORTING PERSON: HC
1. NAME OF REPORTING PERSON SBC Tower Holdings, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS: 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 5. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 22,021,508
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 22,021,508
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,021,508
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 14.3%
(based on 154,013,917 shares outstanding on May 1, 2002,
and including 12,144,381 shares (the estimated number of shares
to be issued to SBC Tower Holdings, LLC after May 15, 2002).
12. TYPE OF REPORTING PERSON: OO
1. NAME OF REPORTING PERSON:
New Southwestern Bell Mobile Systems, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 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 5. SOLE VOTING POWER: 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER: 22,021,508
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER: 22,021,508
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
22,021,508
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 14.3%
(based on 154,013,917 shares outstanding on May 1, 2002,
and including 12,144,381 shares (the estimated number of shares
to be issued to SBC Tower Holdings, LLC after May 15, 2002).
12. TYPE OF REPORTING PERSON: CO
Amendment No. 2 to Schedule 13G
This Amendment No. 2 to the Schedule 13G filed on March 29, 2001 (the
"Original 13G"), by SBC Communications Inc. ("SBC"), SBC Tower Holdings, LLC
("Tower Holdings"), and New Southwestern Bell Mobile Systems, Inc. ("Mobile
Systems") is being filed to report its revised interest in the Common Stock of
SpectraSite Holdings, Inc. (the "Issuer"). The following items of the Schedule
13G are hereby amended and restated to read in their entirety as follows:
ITEM 4. OWNERSHIP:
Aggregate number and percentage of the class of securities of the Issuer:
(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 3,900 Towers from SBC Wireless and its affiliates.
Under the Agreement to Sublease, as consideration for the leasing of the
Towers to STI, SBC Wireless and certain other affiliates of SBC were to receive
prepaid rent in the aggregate amount of approximately $1.3 billion (assuming
3,900 Towers were leased), which was 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. SBC Wireless subsequently assigned its
interest in the Agreement to Sublease to Tower Holdings.
On November 5, 2001, Issuer, STI and Tower Holdings agreed to modify the
Agreement to Sublease to reduce the number of Towers to approximately 3,600 and
to delay the final closings under such Agreement to Sublease to the first
quarter of 2004. Due to this modification, the aggregate prepaid rent payable
under the Agreement to Sublease is approximately $1.2 billion (assuming 3,600
Towers are leased), divided between approximately $907 million in cash and
approximately $300 million in Issuer Common Stock (subject to adjustment in
accordance with the Agreement to Sublease), equaling approximately 13,200,000
shares of Issuer Common Stock (representing approximately 8.62% of the
outstanding shares of Issuer Common Stock). Third-party equity holders of
interests in participating SBC affiliates will only receive cash under the
Agreement to Sublease while Tower Holdings will receive a combination of cash
and stock.
On May 15, 2002, Issuer, STI and Tower Holdings agreed (the "May 2002
Agreement"): (1) to permit STI's assignment to a newly formed subsidiary of
STI's leasehold interest in all of the 546 Towers located in California and
Nevada that had closed under the Agreement to Sublease, and STI's sale of such
newly formed subsidiary to Cingular Wireless LLC ("Cingular"); and (2) to modify
the Agreement to Sublease (a) to permit Cingular to acquire Tower Holdings'
rights with respect to the remaining 187 Towers located in California and
Nevada, and (b) to accelerate issuance to Tower Holdings of the Stock Portion of
the consideration on the remaining Towers to be closed and of the additional
Issuer Common Stock to which Tower Holdings is entitled under certain provisions
that provide limited protection with respect to a decline in the trading price
of the Issuer Common 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 occurs
in stages. The first closing occurred on December 14, 2000. The final closing is
now scheduled to occur in the first quarter of 2004. 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 participating SBC affiliates have leased
approximately 2,706 Towers to STI. As a result, Tower Holdings currently holds
9,877,127 shares of Issuer Common Stock, representing approximately 6.4% of the
outstanding shares of the Issuer Common Stock. Closing of the transactions
contemplated by the May 2002 Agreement is subject to certain third-party
consents. The parties, however, expect closing to occur within 60 days. Upon
such closing, Tower Holdings will acquire an additional 12,144,381 shares of
Issuer Common Stock, bringing its total holdings to 22,021,508 shares,
representing approximately 14.3% of the outstanding shares of the Issuer Common
Stock. However, STI has advised that it plans to issue prior to closing certain
notes to a third party (Welsh, Carson, Anderson & Stowe) that are convertible to
Issuer Convertible Stock. On a fully diluted basis (assuming conversion of all
such convertible notes), Tower Holdings ownership of 22,021,508 shares would
represent less than 5% of the outstanding shares of the Issuer Common Stock.
(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: 22,021,508
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 22,021,508
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.
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: May 21, 2002 SBC COMMUNICATIONS INC.
By: /s/ J.S. Kahan
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James S. Kahan
Senior Executive Vice President -
Corporate Development
SBC TOWER HOLDINGS, LLC
By: New Southwestern Bell Mobile
Systems, Inc., its Managing Member
By: /s/ J.S. Kahan
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James S. Kahan
President
NEW SOUTHWESTERN BELL MOBILE
SYSTEMS, INC.
By: /s/ J.S. Kahan
------------------------------------
James S. Kahan
President