SPECTRASITE HOLDINGS INC
8-K, 2000-06-21
COMMUNICATIONS SERVICES, NEC
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                       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): June 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)


                            100 Regency Forest Drive
                                    Suite 400
                           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 June 6, 2000,  SpectraSite's  consent  solicitation  with respect to
changes to the Indenture  governing its $225,238,000  aggregate principal amount
at maturity 12% Senior Discount Notes due 2008 (the "12% Notes") expired at 5:00
p.m.,  New York City time. At the time of expiration,  SpectraSite  had received
consents from all holders of the 12% Notes.  SpectraSite and United States Trust
Company of New York, as trustee,  have executed a supplemental  indenture giving
effect to the  amendments  proposed in the consent  solicitation,  and a copy of
that  supplemental  indenture is being filed with this report as Exhibit 4.1. In
connection with this consent solicitation, SpectraSite paid an aggregate consent
payment of approximately $3.5 million  (representing 2.25% of the accreted value
of  the  12%  Notes  as of  May  9,  2000,  the  record  date  for  the  consent
solicitation) to holders of the 12% Notes as of the record date.

         On  June  13,  2000,   SpectraSite's  registered  exchange  offer  (the
"Exchange  Offer") of (i) $200,000,000  aggregate  original  principal amount of
SpectraSite's  Series B 10 3/4%  senior  notes  due 2010 (the  "Exchange  Senior
Notes") for $200,000,000 aggregate original principal amount of SpectraSite's 10
3/4%  senior  notes due 2010 (the "Old  Senior  Notes"),  and (ii)  $559,800,000
aggregate  original  principal amount at maturity of  SpectraSite's  Series B 12
7/8%  senior  discount  notes  due 2010 (the "  Exchange  Discount  Notes"  and,
together with the Exchange Senior Notes, the "Exchange  Notes") for $559,800,000
aggregate  original principal amount at maturity of SpectraSite's 12 7/8% senior
discount  notes due 2010 (the "Old  Discount  Notes" and,  together with the Old
Senior Notes,  the "Old Notes") expired at 5:00 p.m., New York City time. All of
the Old Notes have been tendered in the Exchange  Offer,  and the Exchange Notes
have been executed by SpectraSite and authenticated by the trustee.

Item 7.           Financial Statements and Exhibits.

                  (a)      Financial statements of businesses acquired.

                           None.

                  (b)      Pro forma financial information.

                           None.

                  (c)      Exhibits.

                           4.1       Second Supplemental Indenture, dated as of
                                     June 6, 2000, between SpectraSite Holdings,
                                     Inc. and United States Trust Company of New
                                     York, as trustee

                                        1

<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: June 21, 2000                By:    /s/ David P. Tomick
                                                    ---------------------------
                                                    David P. Tomick
                                                    Executive Vice President and
                                                    Chief Financial Officer



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