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
FREQUENTLY ASKED QUESTIONS
PLEASE NOTE THAT WE HAVE RECEIVED NUMEROUS INTEGRATION QUESTIONS CONCERNING
ISSUES THAT WE ARE UNABLE TO ANSWER AT THIS TIME. MANY OF THEM WILL BE DECIDED
UPON DURING THE MERGER INTEGRATION PROCESS OVER THE COMING MONTHS. ANSWERS TO
THESE QUESTIONS WILL BE FORTHCOMING AT THE APPROPRIATE TIME AS THE INTEGRATION
TEAMS CARRY OUT THEIR WORK. ANY OFFICIAL DECISIONS THAT ARE MADE WILL BE
COMMUNICATED JOINTLY BY DALE CAREY (SPECTRASITE), AND STEVEN MOSKOWITZ (AMERICAN
TOWER), AFTER THE INTEGRATION TEAM HAS APPROVED THEM.
JUNE 20, 2005
1. Can the disclosure of American Tower current benefits plans, HR policies,
etc. be available to SpectraSite employees for basic overview? Can Intranet
access to these resources be granted to SpectraSite employees at this time?
Until the closing of the merger, SpectraSite and American Tower must
operate as separate entities and the current benefit programs offered by
American Tower are subject to change as part of normal business practices.
As part of the integration process, the human resources teams are analyzing
the differences in the benefit programs and will make recommendations to
the Steering Committee regarding benefits for the combined company
following the closing. As you know, the Merger Agreement provides that
SpectraSite employees retained following the closing of the merger will
have the same or comparable benefits as they currently have for one year
following the closing.
2. With respect to recent hiring activity, are we primarily filling positions
that have been vacated, or are new positions being created? Are the new
hires aware of the pending merger?
It is "business as usual" and positions that have been vacated or budgeted
will continue to be filled on an as needed basis. In addition, every new
hire is being made aware of the pending merger as part of the hiring
process.
3. With respect to the SpectraSite Severance Policy, where it states "[i]f an
employee is asked to accept a position that requires him or her to accept a
pay cut of 15% or more they can decline and receive severance," is such pay
cut in terms of base pay or total pay (including bonus)?
Base pay only. The Severance Policy states that a reasonable request for
transfer includes lateral transfers and demotions where the employee's
"base rate of pay" (excluding bonus) is impacted less than 15%.
4. If you are told that your position will not be eliminated in the first 90
days following closing but will be eliminated sometime after that, can you
voluntarily leave the company after that 90 days but before you are
officially "severed" and receive severance pay?
No. If you voluntarily terminate your employment prior to the official
termination date of your position, you would not be eligible for severance
benefits. Please refer to the FAQ dated May 26, 2005, question no.
2 under "Severance."
5. Is there a requirement, or will an effort be made, for the new company to
give XX days notice to the employee before severing him or her?
The goal would be to provide as much advance notice as possible to
employees who will not have a continuing position with the new company.
This advance notice may vary based upon the specific department or
position.
6. Why does Field Support Services have a hiring freeze, but other departments
do not?
There is no official hiring freeze for Field Support Services. At this
time, there are some positions open in the West that SpectraSite management
has decided to provide coverage for using existing resources and
contractors. However, if the workload becomes such that this coverage plan
is no longer effective, an alternative arrangement, which may include
hiring additional resources, could be made.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Statements in this FAQ 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 http://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 FAQ.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, on June 15, 2005, American Tower
filed with the SEC its Registration Statement on Form S-4 containing a Joint
Proxy Statement/Prospectus, which was declared effective on June 16, 2005.
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. Complimentary copies of these documents may also be obtained
from American Tower by directing a request to American Tower Corporation,
Investor Relations, 116 Huntington Ave, Boston, MA 02116 or 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.