Prospectus Supplement No. 12 Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated May 19, 2000) Registration No. 333-35412
Prospectus Supplement
Dated January 12, 2001
This prospectus relates to the resale by the holders of our:
o $450,000,000 principal amount of 5.0% convertible notes due 2010,
and
o 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>
Number of Shares Percentage of
Principal Amount of Class A Common Number of Class A
at Maturity of 5.0% Stock Issuable Shares of Class Common Stock
Notes Beneficially Upon Conversion of A Common Stock Outstanding as
Owned That May the 5.0% Notes That Benefically of January
Selling Securityholders be Sold May be Sold Owned** 11, 2001***
----------------------- ------------------- ------------------- --------------- --------------
<S> <C> <C> <C> <C>
Alpha U.S. Sub Fund VIII, LLC $200,000 3,883 -- *
AXP Utilities Income Fund, Inc. $0 0 -- *
Chrysler Corporation Master Retirement Trust $8,785,000 170,582 -- *
Credit Suisse First Boston Corporation (1) $0 0 -- *
Deephaven Domestic Convertible Trading Ltd. $2,750,000 53,398 -- *
Delta Airlines Master Trust $3,895,000 75,631 -- *
Goldman Sachs & Co. (1) $0 0 -- *
McMahan Securities Co. L.P. $0 0 -- *
Minnesota Power, Inc. $0 0 -- *
Motion Picture Industry Health Plan - Active Member Fund $1,050,000 20,388 -- *
Motion Picture Industry Health Plan - Retiree Member Fund $525,000 10,194 -- *
OCM Convertible Trust $4,070,000 79,029 -- *
Partner Reinsurance Company, Ltd. $2,105,000 40,873 -- *
Sage Capital $1,730,000 33,592 -- *
State Employees' Retirement Fund of the State of Delaware $4,605,000 89,417 -- *
State of Connecticut Combined Investment Funds $11,120,000 215,922 -- *
TCW Group, Inc. $0 0 -- *
Vanguard Convertible Securities Fund, Inc. $10,350,000 200,970 -- *
=========== ======= ==== ====
TOTAL $51,185,000 993,879 -- *
<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 January 11, 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>
