Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated May 19, 2000) Registration No. 333-35412
Prospectus Supplement
Dated June 5, 2000
This prospectus relates to the resale by the holders of our:
- $450,000,000 principal amount of 5.0% convertible notes due 2010, and
- the shares of Class A common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus dated May 19, 2000. The terms of
the notes are set forth in the prospectus.
The information in the table appearing under the heading "Selling
Securityholders" on page 33 in the prospectus is hereby amended by adding the
information below with respect to selling securityholders not previously listed
in the prospectus or in any amendments or supplements thereto, and by
superceding the information with respect to selling securityholders previously
listed in the prospectus or in any amendments or supplements thereto that are
listed below:
<TABLE>
<CAPTION>
Principal Amount of Amount of Percentage of
Amount at Shares of Class A Shares of Class A
Maturity of 5.0% Common Stock Class A Common
Notes Issuable Upon Common Stock
Beneficially Conversion of Stock Outstanding
Owned That May the 5.0% Notes That Beneficially of May 31,
Selling Securityholders be Sold May be Sold Owned** 2000***
------------------------- --------------- ------------------- ------------ --------------
<S> <C> <C> <C> <C>
Associated Electric & Gas Insurance Services Limited $900,000 17,475 -- *
Bankers Trust Company Trustee for Chrysler Corp. EMP #1
Pension Plan DTD 4/1/89 $8,242,000 160,038 -- *
BBT Fund, L.P. $7,500,000 145,631 -- *
Credit Suisse First Boston Corporation (1) $36,060,000 700,194 -- *
Champion International Corporation $608,000 11,805 -- *
CIBC World Markets $685,000 13,300 -- *
Fidelity Financial Trust:
Fidelity Convertible Securities Fund $12,000,000 233,009 -- *
Franklin and Marshall College $568,000 11,029 -- *
Granville Capital Corporation $19,000,000 368,932 -- *
Jeffries & Company $300,000 5,825 -- *
J.M. Hull Associates, L.P. $250,000 4,854 -- *
Hull Overseas, Ltd. $250,000 4,854 -- *
Mainstay Convertible Fund $0 0 -- *
Mainstay Global High Yield $0 0 -- *
Morgan Stanley & Co. (1) $1,500,000 29,126 -- *
Northern Income Equity Fund $1,000,000 19,417 -- *
Penn Treaty Network America Insurance Company $682,000 13,242 -- *
Pilgrim Convertible Fund $4,137,000 80,330 -- *
State Street Bank Custodian for GE Pension Trust $4,083,000 79,281 -- *
Wake Forest University $855,000 16,601 -- *
=========== ========== ==== ======
TOTAL $98,620,000 $1,914,943 -- 1.23%
<FN>
* Less than 1%.
** In addition to the shares issuable upon conversion of the notes.
*** Includes shares issuable upon conversion of the notes and additional shares
beneficially owned as of May 31, 2000.
(1) Entity shown in the table, or an affiliate of the entity, was one of the
initial purchasers of these notes and/or other notes of the Company that were
sold in a private placement. The initial purchasers acquired such notes at a
discount. In addition, some of these entities or their affiliates have
participated in other offerings of securities by the Company and/or have
performed other banking services for which they have received fees.
</FN>
</TABLE>
