SBA COMMUNICATIONS CORP
8-K, 1999-10-15
CONSTRUCTION - SPECIAL TRADE CONTRACTORS
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K


                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934.



                   Date of Report           October 14, 1999


                        SBA COMMUNICATIONS CORPORATION
                        ------------------------------
            (Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>

<S>             <C>                                                   <C>                        <C>
                Florida                                               333-50219                  65-0716501
- ----------------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)  Commission File Number  (I.R.S. Employer Identification No.)



One Town Center Road, Boca Raton, Florida                                               33486
- ----------------------------------------------------------------------------------------------------------------------------
(Address of principal executive offices)                                              (Zip code)


                                                   (561) 995-7670
- ----------------------------------------------------------------------------------------------------------------------------
                            (Registrant's telephone number, including area code)
</TABLE>
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Item 5            Other Events

                  SBA Communications Corporation ("SBA") announced today the
                  commencement of a consent solicitation from the holders of its
                  $269,000,000 in aggregate principal amount at maturity of 12%
                  Senior Discount Notes due 2008 (the "Notes"). The record date
                  has been set as the close of business on October 7, 1999.

                  SBA is soliciting consents to amend a portion of Section 4.09
                  of the indenture, pertaining to the incurrence of
                  indebtedness. The amendment would permit the Company to
                  borrow, subject to certain availability tests, up to the
                  greater of $300 million or $150,000 per wireless
                  communications tower meeting certain requirements. The Company
                  is offering a cash consent payment of 1.25% of the accreted
                  value of the Notes to all holders of record who consent to the
                  proposed amendment on or prior to October 21, 1999.

                  The consent solicitation is conditioned upon, among other
                  things, the receipt of consents from holders of at least
                  two-thirds of all outstanding Notes. The consent solicitation
                  expires at 5:00pm, New York time, on October 21, 1999, unless
                  extended.

                  Lehman Brothers, Inc. is serving as Solicitation Agent in
                  connection with the consent solicitation.

                  D.F. King & Co., Inc. is serving as Information Agent.

Item 7            Financial Statements and Exhibits

                  (c)      Exhibits

                  99.1     Press release dated October 8, 1999
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




October 14, 1999                                     /s/  Jeffrey A. Stoops
                                                     ----------------------
                                                     Jeffrey A. Stoops
                                                     Chief Financial Officer

<PAGE>

                               [OBJECT OMITTED]

                                     NEWS
                                                   For additional information:
                                                   Jeffrey A. Stoops
                                                   Chief Financial Officer
                                                   (561) 995-7670

                             FOR IMMEDIATE RELEASE

         SBA COMMUNICATIONS CORPORATION ANNOUNCES CONSENT SOLICITATION
                  FOR ITS 12% SENIOR DISCOUNT NOTES DUE 2008

BOCA RATON, FLORIDA, October 8, 1999 (NASDAQ: SBAC) - SBA Communications
Corporation ("SBA") announced today the commencement of a consent solicitation
from the holders of its $269,000,000 in aggregate principal amount at maturity
of 12% Senior Discount Notes due 2008 (the "Notes"). The record date has been
set as the close of business on October 7, 1999.

SBA is soliciting consents to amend a portion of Section 4.09 of the indenture,
pertaining to the incurrence of indebtedness. The amendment would permit the
Company to borrow, subject to certain availability tests, up to the greater of
$300 million or $150,000 per wireless communications tower meeting certain
requirements. The Company is offering a cash consent payment of 1.25% of the
accreted value of the Notes to all holders of record who consent to the proposed
amendment on or prior to October 21, 1999.

The consent solicitation is conditioned upon, among other things, the receipt of
consents from holders of at least two-thirds of all outstanding Notes. The
consent solicitation expires at 5:00 P.M., New York time, on October 21, 1999,
unless extended.

Lehman Brothers Inc. is serving as Solicitation Agent in connection with the
consent solicitation. Questions regarding the terms of the consent solicitation
may be directed to the Solicitation Agent at Toll Free: 800-438-3242.

D. F. King & Co., Inc. is serving as Information Agent. Questions regarding the
delivery procedures for the consents and requests for additional copies of the
consent solicitation statement or related documents may be directed to the
Information Agent at Toll Free: 800-628-8528.

SBA is a leading independent owner and operator of wireless communications
infrastructure in the United States. SBA's primary focus is the construction of
new towers and acquisition of existing towers for its own account. Since it was
founded in 1989, SBA has participated in the development of over 13,000 antenna
sites in the United States. As of June 30, 1999, SBA owned 770 towers and was
involved in projects for over 650 new tower builds throughout the nation.


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