SPECTRASITE HOLDINGS INC
8-K, 2000-08-31
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): August 25, 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
                           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 August 25, 2000,  SpectraSite  entered into an Agreement to Sublease
with  SBC  Communications,   Inc.  pursuant  to  which  SpectraSite  will  lease
approximately  3,900  communications  towers  from SBC and  enter  into a 5-year
exclusive   build-to-suit  agreement  for  an  estimated  800  new  towers.  The
transaction is valued at approximately  $1.3 billion,  including $983 million in
cash and $325 million in SpectraSite  common stock.  The transaction  wil  close
in stages  beginning  in the  fourth  quarter  of 2000, subject to customary
closing conditions. Copies of the Agreement to Sublease and the press release
announcing this transaction are being filed with this report as Exhibit 10.1 and
Exhibit 99.1, respectively.

         On August 28, 2000, SpectraSite announced that Trimaran Fund II, L.L.C.
has agreed to purchase  approximately 3.4 million shares of SpectraSite's common
stock at a price of  $22.00  per share in a private  placement  exempt  from the
registration  requirements of the Securities Act of 1933. In addition,  Trimaran
will  receive   warrants  to  purchase  an  additional  1.5  million  shares  of
SpectraSite  common  stock at a price of $28.00 per  share.  A copy of the press
release  announcing  this  agreement  is being filed with this report as Exhibit
99.2.

Item 7.           Financial Statements and Exhibits.

                  (a)      Financial statements of business acquired.

                           None.

                  (b)      Pro forma financial information.

                           None.

                  (c)      Exhibits.

                           10.1     Agreement to Sublease, dated as of August
                                    25, 2000, by and among SBC Wireless, Inc.,
                                    for itself and on behalf of the Sublessor
                                    Entities, SpectraSite Holdings, Inc. and
                                    Southern Towers, Inc.

                           99.1     Press Release dated August 28, 2000.

                           99.2     Press Release dated August 28, 2000.

                                      -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: August 31, 2000                      By:  /s/ David P. Tomick
                                              ----------------------------------
                                              David P. Tomick
                                              Executive Vice President and
                                              Chief Financial Officer








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