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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ____)*
SBA Communications Corporation
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
78388J 10 6
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(CUSIP Number)
Jeffrey A. Stoops, Esq.
SBA Communications Corporation
One Town Center Road, Third Floor
Boca Raton, Florida 33486
(561) 995-7670
with a copy to:
Kirk A. Davenport, Esq.
Latham & Watkins
885 Third Avenue
New York, New York 10022
(212) 906-1200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 21, 1999
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__________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box .
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule l3d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
LATHAM & WATKINS
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 78388J 10 6 PAGE 2 OF 5 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bernstein Family Limited Partnership II
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Bernstein Family Limited Partnership II is a limited partnership organized
under laws of the State of Delaware
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SOLE VOTING POWER
7
NUMBER OF
80,828,419
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
8,153,419
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,153,419
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
80.2%
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TYPE OF REPORTING PERSON*
14
PN
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2
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Item 1. Security and Issuer
This statement relates to the Bernstein Family Limited Partnership II's
beneficial ownership of 8,075,000 shares of Class B Common Stock and 78,419
shares of Class A Common Stock. SBA Communications Corporation's (the "Issuer")
principal executive offices are One Town Center Road, Third Floor, Boca Raton,
Florida 33486.
Item 2. Identity and Background
(a) This statement is filed by Bernstein Family Limited Partnership II (the
"Reporting Person"). Bernstein Family Limited Partnership II is a limited
partnership organized under the laws of the State of Delaware. The sole general
partner of Bernstein Family Limited Partnership II is Bernstein Investment
Company II, Inc., a Delaware corporation. Steven E. Bernstein is the sole
shareholder, director and officer of Bernstein Investment Company II, Inc.
(b) Bernstein Family Limited Partnership II was formed to hold Steven E.
Bernstein's interest in the Issuer. The principal business address of Bernstein
Family Limited Partnership II is 900 Market Street, Suite 200, Wilmington,
Delaware 19801.
(c) The sole general partner of Bernstein Family Limited Partnership II is
Bernstein Investment Company II, Inc., a Delaware corporation. Bernstein
Investment Company II, Inc. was incorporated to be the general partner of
Bernstein Family Limited Partnership II. The principal business address of
Bernstein Investment Company II, Inc. is 900 Market Street, Suite 200,
Wilmington, Delaware 19801. Steven E. Bernstein is President and Chief Executive
Officer of the Issuer. Steven E. Bernstein is a citizen of the United States.
(d) None.
(e) None.
Item 3. Source and Amount of Funds or Other Consideration.
In March 1997, Steven E. Bernstein, (the sole shareholder, director and
officer of Bernstein Investment Company II, Inc., which is the sole general
partner of Bernstein Family Limited Partnership II), at that time the sole
shareholder of SBA, Inc. and SBA Leasing, Inc., as well as the Chief Executive
Officer of the Issuer, contributed all of the outstanding stock of SBA, Inc. and
SBA Leasing, Inc. to the Issuer in exchange for 8,075,000 shares of the Issuer's
Class B Common Stock. In 1998 Steven E. Bernstein received a bonus to his annual
compensation in the amount of 51,609 shares of Class A Common Stock. In 1997 he
received a bonus to his annual compensation in the amount of 26,810 shares of
Class A Common Stock. During the Initial Public Offering of SBA Communications
Corporation in June 1999, Steven E. Bernstein (as sole general partner of
Bernstein Family Limited Partnership I) bought 222,222 shares of Class A Common
Stock directly from SBA. The Class B Common Stock is convertible into shares of
Class A Common Stock upon the occurrence of certain events. Each share of Class
B Common Stock is entitled to ten votes, and each share of Class A Common Stock
is entitled to one vote.
Item 4. Purpose of Transaction.
SBA Communications Corporation was formed in December 1996 to be the
holding company for all of the Issuer's various subsidiaries. In March 1997,
Steven E. Bernstein, the sole shareholder, director and officer of Bernstein
Investment Company II, Inc., the sole general partner of the Bernstein Family
Limited Partnership II, at that time the sole stockholder of SBA, Inc. and
Leasing, contributed all of the outstanding shares of capital stock of such
companies to SBA Communications Corporation in exchange for 8,075,000 shares of
Class B Common Stock. As a result of these transactions, SBA, Inc. and SBA
Leasing, Inc. became wholly-owned subsidiaries of the Issuer.
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Item 5. Interest in Securities of the Issuer.
(a) Bernstein Family Limited Partnership II beneficially owns 8,075,000
shares of Class B Common Stock and 78,419 shares of Class A Common Stock, which
represents approximately 80.2% of the voting power of Class A Common Stock.
(b) Bernstein Family Limited Partnership I and II have direct power, and
Steven E. Bernstein has indirect power (as sole general partner of both
Bernstein Family Limited Partnerships), to vote or to direct the vote of
81,050,641 shares of Class A Common Stock through 8,075,000 shares of Class B
Common Stock and 300,641 shares of Class A Common Stock. Each share of Class B
Common Stock is entitled to ten votes, and each share of Class A Common Stock is
entitled to one vote.
(c) The Reporting Person has not acquired or disposed of any shares of
Class A Common Stock of the Company during the past sixty days, other than the
transactions reported herein.
(d) Steven E. Bernstein has an indirect right and Bernstein Family Limited
Partnership I has a direct right to receive or the power to direct the receipt
of dividends from or the proceeds of sale of 222,222 shares of Class A Common
Stock covered by this Statement. Bernstein Family Limited Partnership II has a
direct right, and Steven E. Bernstein Family has an indirect right, to receive
or the power to direct the receipt of dividends from, or the proceeds of sale
of, 8,075,000 shares of Class B Common Stock and 78,419 shares of Class A Common
Stock covered by this Statement.
Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect
to Securities of the Issuer.
On March 14, 1997, Mr. Bernstein, the sole shareholder, director and
officer of Bernstein Investment Company II, Inc., the sole general partner of
Bernstein Family Limited Partnership II, granted Jeffrey A. Stoops, the Issuer's
Chief Financial Officer and General Counsel, an option to purchase 1,369,863
shares of his Class B Common Stock at an exercise price of $2.19 per share. The
options vest in equal one-third increments over three years, with the first
456,621 shares having become vested on December 31, 1997. Upon exercise by Mr.
Stoops, the shares become Class A Common Stock.
Item 7. Material to be Filed as Exhibits.
* Exhibit 1. Fourth Amended and Restated Articles of Incorporation,
dated as of June 7, 1999, of SBA Communications Corporation
* Exhibit 2. Stock Option Agreement - Revised dated March 14, 1997 by
and between Steven E. Bernstein and Jeffrey A. Stoops
_________________
* Incorporated by reference to the exhibits in the Registration Statement
on Form S-1 previously filed by the Issuer (Registration No. 333-
76547).
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Signature
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
6/30/99
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Date
Bernstein Family Limited Partnership II
/s/ Steven Bernstein
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By: Steven E. Bernstein
sole shareholder of Bernstein Investment
Company II, Inc., its General Partner
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