Filed by SpectraSite, Inc.
Pursuant to Rule 425 under the Securities Act of
1933 and Deemed Filed under Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: SpectraSite, Inc.
Commission File No. 001-31769
[GRAPHIC OMITTED] [GRAPHIC OMITTED]
[LOGO - AMERICAN TOWER CORPORATION] [LOGO - SPECTRASITE]
AMERICAN TOWER AND SPECTRASITE SET DATE FOR
SPECIAL MEETINGS OF STOCKHOLDERS TO VOTE ON MERGER
BOSTON, MASSACHUSETTS AND CARY, NORTH CAROLINA - JUNE 10, 2005 - American Tower
Corporation (NYSE: AMT) and SpectraSite, Inc. (NYSE: SSI) announced today that
each company will hold a special meeting of its stockholders on August 3, 2005
to vote on the proposed merger of American Tower and SpectraSite and other
related proposals. Stockholders of record at the close of business on June 14,
2005 will be entitled to vote by proxy or in person at their respective
meetings. A joint proxy statement/prospectus will be mailed to stockholders on
or about June 23, 2005.
The American Tower special meeting will be held at 11:00 a.m., local time, on
August 3, 2005 at the offices of Palmer & Dodge LLP, located at 111 Huntington
Avenue, Boston, Massachusetts. The SpectraSite special meeting will be held at
11:00 a.m., local time, on August 3, 2005 at SpectraSite's headquarters, located
at 400 Regency Forest Drive, Cary, North Carolina.
ABOUT AMERICAN TOWER
American Tower is the leading independent owner, operator and developer of
broadcast and wireless communications sites in North America. American Tower
operates over 14,800 sites in the United States, Mexico, and Brazil, including
approximately 300 broadcast tower sites. For more information about American
Tower, please visit www.americantower.com.
ABOUT SPECTRASITE
SpectraSite, Inc., based in Cary, North Carolina, is one of the largest wireless
tower operators in the United States. At December 31, 2004, SpectraSite owned or
operated approximately 10,000 revenue producing sites, including 7,821 towers
and in-building systems primarily in the top 100 markets in the United States.
SpectraSite's customers are leading wireless communications providers, including
Cingular, Nextel, Sprint PCS, T-Mobile and Verizon Wireless. For more
information about SpectraSite, please visit www.spectrasite.com.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Statements in this press release regarding the proposed merger between American
Tower and SpectraSite, the expected timing of related transactions and the
expected timetable for completing the merger constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements are based upon the
current beliefs and expectations of American Tower's and SpectraSite's
management and are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking statements. Any
statements that are not statements of historical fact (including statements
containing the words "believes," "plans," "anticipates," "expects," estimates
and similar expressions) should also be considered to be forward looking
statements. There are a number of important factors that could cause actual
results or events to differ materially from those indicated by such forward
looking statements, including: the ability to obtain governmental approvals of
the transaction on the proposed terms and schedule; the failure of American
Tower and SpectraSite stockholders to approve the transaction; and the ability
of American Tower to successfully integrate SpectraSite's operations and
employees. Additional factors that may affect future results are contained in
American Tower's and SpectraSite's filings with the Securities and Exchange
Commission ("SEC"), including each company's Annual Report on Form 10-K for the
year ended December 31, 2004, which are available at the SEC's website
www.sec.gov. The information set forth herein speaks only as of the date hereof,
and American Tower and SpectraSite disclaim any intention or obligation to
update any forward looking statements as a result of developments occurring
after the date of this press release.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, on May 27, 2005, American Tower
filed with the SEC a preliminary Registration Statement on Form S-4 containing a
Joint Proxy Statement/Prospectus. INVESTORS AND SECURITY HOLDERS OF AMERICAN
TOWER AND SPECTRASITE ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY
STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN TOWER, SPECTRASITE, THE PROPOSED
TRANSACTION AND RELATED MATTERS. The final Joint Proxy Statement/Prospectus will
be mailed to stockholders of American Tower and SpectraSite. Investors and
security holders of American Tower and SpectraSite may obtain copies of the
Registration Statement and the Joint Proxy Statement/Prospectus, as well as
other filings with the SEC that will be incorporated by reference into such
documents, containing information about American Tower and SpectraSite, without
charge, at the SEC's website http://www.sec.gov. These documents may also be
obtained for free from American Tower by directing a request to American Tower
Corporation, Investor Relations, 116 Huntington Ave, Boston, MA 02116 or for
free from SpectraSite by directing a request to SpectraSite at SpectraSite,
Inc., 400 Regency Forest Drive, Cary, NC 27511, Attention: Secretary.
PARTICIPANTS IN SOLICITATION
American Tower, SpectraSite and their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from American Tower and SpectraSite
stockholders in respect of the proposed transaction. Information regarding
American Tower's participants is available in American Tower's Annual Report on
Form 10-K for the year ended
December 31, 2004, and the proxy statement, dated April 27, 2005, for its 2005
annual meeting of stockholders, which are filed with the SEC. Information
regarding SpectraSite's participants is available in SpectraSite's Annual Report
on Form 10-K for the year ended December 31, 2004 and the proxy statement, dated
March 31, 2005, for its 2005 annual meeting of stockholders, which are filed
with the SEC. Additional information regarding the interests of such
participants is included in the Registration Statement containing the Joint
Proxy Statement/Prospectus filed with the SEC.
CONTACTS: American Tower Corporation SpectraSite, Inc.
Brad Singer Investor Relations Department
Chief Financial Officer (919) 465-6803
(617) 375-7500 investorrelations@spectrasite.com