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 (Date of earliest event reported): March 6, 2000
SpectraSite Holdings, Inc.
------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware
--------------------
(State or other jurisdiction of incorporation or organization)
0-27217 56-2027322
------------- -------------------
(Commission File Number) (I.R.S. Employer Identification Number)
8000 Regency Parkway
Cary, North Carolina 27511
------------------------------------ -------------
(Address of principal executive offices) (Zip Code)
(919) 468-0112
-----------------------
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events.
On March 6, 2000, SpectraSite announced execution of a letter of intent
to acquire 11 broadcast towers from Pegasus Broadcast Television, Inc. The press
release announcing this transaction is being filed with this report as Exhibit
99.1.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
99.1 Press Release dated March 6, 2000.
<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 hereunto duly authorized.
SPECTRASITE HOLDINGS, INC.
Dated: March 8, 2000 By: /s/ Stephen H. Clark
----------------------------
Stephen H. Clark
Chief Executive Officer
Exhibit 99.1
SpectraSite Agrees to Acquire 11 Broadcast Towers from Pegasus Broadcast and
Agrees to Build Five New Digital Towers
CARY, N.C., March 6, 2000 -- SpectraSite Broadcast Group, a division of
SpectraSite Holdings, Inc. (Nasdaq: SITE) today announced the signing of a
binding letter of intent with Pegasus Broadcast Television, Inc. (Nasdaq: PGTV)
to acquire 11 existing broadcast towers and build up to five new digital
television towers in the next 12 months.
The towers are located in Florida, Georgia, Maine, Pennsylvania and Tennessee
and include broadcast and numerous wireless tenants. The purchase price will be
a multiple of cash flow and payable primarily in shares of unregistered
SpectraSite common stock.
"This acquisition will validate the strategy we outlined when we formed the
Broadcast Group back in January," said Dave Tomick, Chief Financial Officer,
SpectraSite. "The combined experience of the SpectraSite Broadcast Group allows
broadcasters to outsource all aspects of broadcast transmission infrastructure
services and effectively complete DTV implementation requirements."
"In order to concentrate on its core television business, Pegasus has long held
a strong desire both to ensure availability of superior Analog and Digital
broadcast antenna locations and yet to also get out of broadcast tower
construction and management," said Nicholas Pagon, President, Pegasus Broadcast.
"SpectraSite Broadcast Group offered both the financial strength and the
integrated service offerings sufficient to make us comfortable."
This is the first acquisition to be completed by the newly assembled SpectraSite
Broadcast Group, which is comprised of broadcast transmission infrastructure
companies, Stainless Inc., Doty-Moore, Vertical Properties (VPI), International
Towers, Inc. (ITI) and S&W Communications, Inc.
"Pegasus had a long standing relationship with Stainless, a SpectraSite
Broadcast Group company, which enabled us to facilitate the completion of this
deal," said Doug Standley, President of SpectraSite Broadcast Group.
This transaction is subject to negotiation of definitive documents and other
customary conditions, and although we cannot assure when or if this transaction
will be consummated, we expect to complete this transaction within 30 days.
About Pegasus
Pegasus Communications Corporation (www.pgtv.com) is one of the fastest growing
media companies in the United States. We are the largest independent provider of
DBS services to rural parts of the United States on the DIRECTV platform,
serving approximately 1.1 million DBS subscribers in 41 states. Pegasus is also
a broadcaster operating and/or programming ten TV stations serving 2 million TV
households in smaller markets affiliated with FOX, UPN and the WB.
About SpectraSite Communications, Inc.
SpectraSite Communications, Inc. (www.spectrasite.com), based in Cary, North
Carolina, is one of the leading providers of outsourced antennae site and
network services to the wireless communications and broadcast industries in the
United States and Canada. SpectraSite's business includes the ownership and
leasing of antennae sites on towers, managing rooftops and in-building
telecommunications access on commercial real estate, network planning and
deployment, and construction of towers and related wireless facilities.
SpectraSite owns or manages more than 15,000 sites, including 2,765 owned
towers, in 98 of the top 100 markets in the United States. SpectraSite's
customers are leading wireless communications providers and broadcasters,
including Nextel, Sprint PCS, AT&T Wireless, VoiceStream Communications, Tritel
Communications, Teligent, Winstar, Cox Broadcasting, Clear Channel
Communications and Paxson Communications.
This press release contains "forward-looking statements" concerning future
expectations, plans or strategies that involve a number of risks and
uncertainties. The Company wishes to caution readers that certain factors may
have affected the Company's actual results and could cause results for
subsequent periods to differ materially from those expressed in any forward-
looking statement made by or on behalf of the Company. Such factors include, but
are not limited to (i) substantial capital requirements and leverage principally
as a consequence of its ongoing acquisitions and construction activities, (ii)
dependence on demand for wireless communications, (iii) the success of the
Company's tower construction program and (iv) the successful operational
integration of the Company's business acquisitions. The Company undertakes no
obligation to update forward-looking statements to reflect subsequently
occurring events or circumstances.
