<PAGE> 1
EXHIBIT 99.1
PURSUANT TO THE PROSPECTUS DATED , 2001, THE EXCHANGE OFFER WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2001, UNLESS EXTENDED
(THE EXPIRATION DATE).
SPECTRASITE HOLDINGS, INC.
LETTER OF TRANSMITTAL
12 1/2% SENIOR NOTES DUE 2010
TO: UNITED STATES TRUST COMPANY OF NEW YORK, THE EXCHANGE AGENT
<TABLE>
<S> <C>
By Registered or Certified Mail: By Overnight Courier and by Hand Delivery
United States Trust Company of New York after 4:30 p.m. on Expiration Date:
P.O. Box 112 United States Trust Company of New York
Bowling Green Station 30 Broad Street, 14th Floor
New York, New York 10276-0112 New York, New York 10004-2304
Attn: Corporate Trust Services Attn: Corporate Trust Window
By Hand Delivery to 4:30 p.m.: By Facsimile:
United States Trust Company of New York (212) 422-0183 or (646) 458-8104
30 Broad Street, B-Level
Corporate Trust Window Confirm by telephone:
New York, New York 10004-2304 (800) 548-6565
</TABLE>
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF THIS INSTRUMENT VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the prospectus, dated ,
2001, of SpectraSite Holdings, Inc. (the "Issuer") and this related letter of
transmittal, which together describe the Issuer's offer to exchange $1,000
principal amount of its Series B 12 1/2% senior notes due 2010, which have been
registered under the Securities Act of 1933, as amended, for each $1,000
principal amount of its outstanding 12 1/2% senior notes due 2010, of which
$200,000,000 principal amount is outstanding. The term expiration date means
5:00 p.m., New York City time, on , 2001, unless the Issuer, in its
sole discretion, extends the exchange offer, in which case the term shall mean
the latest date and time to which the Issuer extends the exchange offer. The
term holder with respect to the exchange offer means any person: (i) in whose
name outstanding notes are registered on the books of the Issuer or any other
person who has obtained a properly completed bond power from the registered
holder; or (ii) whose outstanding notes are held of record by The Depository
Trust Company ("DTC") and who desires to deliver those outstanding notes by
book-entry transfer at DTC.
<PAGE> 2
This letter of transmittal is to be used by holders if: (i) certificates
representing outstanding notes are to be physically delivered to the exchange
agent herewith by holders; (ii) tender of outstanding notes is to be made by
book-entry transfer to the exchange agent's account at DTC pursuant to the
procedures set forth in the prospectus under "The Exchange Offer -- Procedures
for Tendering" by any financial institution that is a participant in DTC and
whose name appears on a security position listing as the owner of outstanding
notes (such participants, acting on behalf of holders, are referred to herein as
"Acting Holders"); or (iii) tender of outstanding notes is to be made according
to the guaranteed delivery procedures described in the prospectus under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction
2 below. Delivery of documents to DTC does not constitute delivery to the
exchange agent.
The undersigned has completed, executed and delivered this letter of
transmittal to indicate the action the undersigned desires to take with respect
to the exchange offer. Holders who wish to tender their outstanding notes must
complete this letter of transmittal in its entirety.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
--------------------------------------------
DTC Book-Entry Account No.:
-----------------------------------------------
Transaction Code No.:
-----------------------------------------------------
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY DELIVERED TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING (SEE INSTRUCTION 2):
Name of Registered or Acting Holder(s):
-----------------------------------
Window Ticket No. (if any):
-----------------------------------------------
Date of Execution of Notice of Guaranteed Delivery:
-----------------------
Name of Eligible Institution
that Guaranteed Delivery:
-------------------------------------------------
If Delivered by Book-Entry Transfer,
DTC Book-Entry Account No.:
-----------------------------------------------
Transaction Code Number:
--------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
PLEASE NOTE: THE ISSUER HAS AGREED THAT, FOR A PERIOD OF 180 DAYS AFTER THE
EXPIRATION DATE, OR UNTIL ALL BROKER-DEALERS WHO EXCHANGE OUTSTANDING NOTES
WHICH WERE ACQUIRED AS A RESULT OF MARKET MAKING ACTIVITIES FOR REGISTERED
NOTES HAVE SOLD ALL REGISTERED NOTES HELD BY THEM, THE ISSUER WILL MAKE
COPIES OF THE PROSPECTUS AVAILABLE TO ANY PARTICIPATING BROKER-DEALER FOR
USE IN CONNECTION WITH RESALES OF THE REGISTERED NOTES (PROVIDED THAT SUCH
BROKER-DEALER REQUESTS COPIES OF THE PROSPECTUS).
Name:
---------------------------------------------------------------------
Address:
------------------------------------------------------------------
Attention:
----------------------------------------------------------------
2
<PAGE> 3
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX BELOW
List below the outstanding notes to which this letter of transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount or principal amount at maturity, as applicable, of outstanding
notes should be listed on a separate signed schedule affixed hereto.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
BOX 1
DESCRIPTION OF 12 1/2% SENIOR NOTES DUE 2010
(OUTSTANDING NOTES)
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AGGREGATE PRINCIPAL AMOUNT
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT TENDERED
(PLEASE FILL IN, IF BLANK) NUMBER(S)** REPRESENTED BY (MUST BE IN
CERTIFICATE(S) INTEGRAL MULTIPLES
OF $1,000)*
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
TOTAL
------------------------------------------------------------------------------------------------------------------------
* Need not be completed by holders who wish to tender with respect to all outstanding notes listed. See Instruction 4.
If the space provided above is inadequate, list the certificate numbers and principal amount or principal amount at
maturity, as applicable, on a separate signed schedule and affix the list to this letter of transmittal.
** Need not be completed by holders tendering by book-entry transfer.
------------------------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE> 4
SPECIAL REGISTRATION INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for outstanding notes, or registered
notes issued in exchange for outstanding notes accepted for exchange, are to be
issued in a name other than the name appearing in Box 1 above.
Issue Certificate(s) to:
Name:
-------------------------------------------------------------------
(PLEASE PRINT)
Address:
----------------------------------------------------------------
----------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)
To be completed ONLY if certificates for outstanding notes not tendered, or
registered notes issued in exchange for outstanding notes accepted for exchange,
are to be sent to an address other than the address appearing in Box 1 above, or
if Box 2 is filled in, to an address other than the address appearing in Box 2.
Deliver Certificate(s) to:
Name:
-------------------------------------------------------------------
(PLEASE PRINT)
Address:
----------------------------------------------------------------
----------------------------------------------------------------
(INCLUDE ZIP CODE)
------------------------------------------------------------------------
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
BOX 4
BROKER-DEALER STATUS
[ ] Check this box if the beneficial owner of the outstanding notes is a
participating broker-dealer and such participating broker-dealer acquired
the outstanding notes for its own account as a result of market-making
activities or other trading activities.
4
<PAGE> 5
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the exchange offer, the undersigned
hereby tenders to SpectraSite Holdings, Inc. (the "Issuer") the principal amount
of outstanding notes indicated above.
Subject to and effective upon the acceptance for exchange of the principal
amount of outstanding notes tendered in accordance with this letter of
transmittal, the undersigned sells, assigns and transfers to, or upon the order
of, the Issuer all right, title and interest in and to the outstanding notes
tendered hereby. The undersigned hereby irrevocably constitutes and appoints the
exchange agent its agent and attorney-in-fact (with full knowledge that the
exchange agent also acts as the agent of the Issuer) with respect to the
tendered outstanding notes with the full power of substitution to (i) present
such outstanding notes and all evidences of transfer and authenticity to, or
transfer ownership of, such outstanding notes on the account books maintained by
DTC to, or upon, the order of, the Issuer, (ii) deliver certificates for such
outstanding notes to the Issuer and deliver all accompanying evidences of
transfer and authenticity to, or upon the order of, the Issuer and (iii) present
such outstanding notes for transfer on the books of the Issuer and receive all
benefits and otherwise exercise all rights of beneficial ownership of such
outstanding notes, all in accordance with the terms of the exchange offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the outstanding
notes tendered hereby and that the Issuer will acquire good, valid and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claims, when the same are
acquired by the Issuer. The undersigned hereby further represents that (i) the
registered notes are to be acquired by the holder or the person receiving such
registered notes, whether or not such person is the holder, in the ordinary
course of business, (ii) the holder or any such other person is not engaging and
does not intend to engage in the distribution of the registered notes, (iii) the
holder or any such other person has no arrangement or understanding with any
person to participate in the distribution of the registered notes, and (iv)
neither the holder nor any such other person is an "affiliate" of the Issuer
within the meaning of Rule 405 under the Securities Act. As indicated above,
each participating broker-dealer that receives a registered note for its own
account in exchange for outstanding notes must acknowledge that it (i) acquired
the outstanding notes for its own account as a result of market-making
activities or other trading activities, (ii) has not entered into any
arrangement or understanding with the Issuer or any "affiliate" of the Issuer
(within the meaning of Rule 405 under the Securities Act) to distribute the
registered notes to be received in the exchange offer and (iii) will deliver a
prospectus in connection with any resale of such registered notes; however, by
so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. If applicable, the undersigned shall use its reasonable best efforts to
notify the Issuer when it is no longer subject to such prospectus delivery
requirements. Unless otherwise notified in accordance with the instructions set
forth herein in Box 4 under "Broker-Dealer Status," the Issuer will assume that
the undersigned is not a participating broker-dealer. If the undersigned is not
a broker-dealer, the undersigned represents that it is not engaged in and does
not intend to engage in, a distribution of registered notes.
For purposes of the exchange offer, the Issuer shall be deemed to have
accepted validly tendered outstanding notes when, as and if the Issuer has given
oral or written notice thereof to the exchange agent.
If any outstanding notes tendered herewith are not accepted for exchange
pursuant to the exchange offer for any reason, certificates for any such
unaccepted outstanding notes will be returned (except as noted below with
respect to tenders through DTC), without expense, to the undersigned at the
address shown below or to a different address as may be indicated herein in Box
3 under "Special Delivery Instructions" as promptly as practicable after the
expiration date.
5
<PAGE> 6
All authority conferred or agreed to be conferred by this letter of
transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this letter of
transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned understands that tenders of outstanding notes pursuant to
the procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Issuer upon the terms and
subject to the conditions of the exchange offer, subject only to withdrawal of
such tenders on the terms set forth in the prospectus under the caption "The
Exchange Offer -- Withdrawal of Tenders."
Unless otherwise indicated in Box 2 under "Special Registration
Instructions," please issue the certificates representing the registered notes
issued in exchange for the outstanding notes accepted for exchange and any
certificates for outstanding notes not tendered or not exchanged, in the name(s)
of the registered holder of the outstanding notes appearing in Box 1 above (or
in such event in the case of outstanding notes tendered by DTC, by credit to the
account of DTC). Similarly, unless otherwise indicated in Box 3 under "Special
Delivery Instructions," please send the certificates, if any, representing the
registered notes issued in exchange for the outstanding notes accepted for
exchange and any certificates for outstanding notes not tendered or not
exchanged (and accompanying documents, as appropriate) to the undersigned at the
address shown below in the undersigned's signature(s), unless tender is being
made through DTC. In the event that the box entitled "Special Registration
Instructions" and the box entitled "Special Delivery Instructions" both are
completed, please issue the certificates representing the registered notes
issued in exchange for the outstanding notes accepted for exchange in the
name(s) of, and return any certificates for outstanding notes not tendered or
not exchanged to, the person(s) so indicated. The undersigned understands that
the Issuer has no obligation pursuant to the "Special Registration Instructions"
and "Special Delivery Instructions" to transfer any outstanding notes from the
name of the registered holder(s) thereof if the Issuer does not accept for
exchange any of the outstanding notes so tendered.
Holders who wish to tender their outstanding notes and (i) whose
outstanding notes are not immediately available or (ii) who cannot deliver the
outstanding notes, this letter of transmittal or any other documents required
hereby to the exchange agent prior to the expiration date, may tender their
outstanding notes according to the guaranteed delivery procedures set forth in
the prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures." See Instruction 2.
6
<PAGE> 7
The lines below must be signed by the registered holder(s) exactly as their
name(s) appear(s) on the outstanding notes or, if tendered by a participant in
DTC, exactly as such participant's name appears on a security position listing
as the owner of outstanding notes, or by person(s) authorized to become
registered holder(s) by a properly completed bond power from the registered
holder(s), a copy of which must be transmitted with this letter of transmittal.
If outstanding notes to which this letter of transmittal relate are held of
record by two or more joint holders, then all such holders must sign this letter
of transmittal.
PLEASE SIGN HERE WHETHER OR NOT OUTSTANDING
NOTES ARE BEING PHYSICALLY TENDERED HEREBY
<TABLE>
<S> <C>
x
------------------------------------------------------------ -------------------
DATE
x
------------------------------------------------------------ -------------------
SIGNATURE(S) OF REGISTERED HOLDER(S) DATE
OR AUTHORIZED SIGNATORY
</TABLE>
Area Code and Telephone Number:
-------------------------------------------------
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, then such person must (i) set forth his or her full
title below and (ii) submit evidence satisfactory to the Issuer of such person's
authority so to act. See Instruction 5.
Name(s):
------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity:
-----------------------------------------------------------------------
Address:
------------------------------------------------------------------------
(INCLUDE ZIP CODE)
MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
Signature(s) Guaranteed by an Eligible Institution:
--------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
--------------------------------------------------------------------------------
(TITLE)
--------------------------------------------------------------------------------
(NAME OF FIRM)
--------------------------------------------------------------------------------
(ADDRESS, INCLUDE ZIP CODE)
--------------------------------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
Dated: , 2001
7
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates for Outstanding
Notes or Book-Entry Confirmations. Certificates representing the tendered
outstanding notes (or a confirmation of book-entry transfer of such outstanding
notes into the exchange agent's account with DTC), as well as a properly
completed and duly executed copy of this letter of transmittal (or facsimile
thereof) (or, in the case of a book-entry transfer, an agent's message), a
Substitute Form W-9 (or facsimile thereof) and any other documents required by
this letter of transmittal must be received by the exchange agent at its address
set forth herein prior to the expiration date. The method of delivery of
certificates for outstanding notes and all other required documents is at the
election and sole risk of the tendering holder and delivery will be deemed made
only when actually received by the exchange agent. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
As an alternative to delivery by mail, the holder may wish to use an overnight
or hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. Neither the Issuer nor the exchange agent is under an
obligation to notify any tendering holder of the Issuer's acceptance of tendered
outstanding notes prior to the completion of the exchange offer.
2. Guaranteed Delivery Procedures. Holders who wish to tender their
outstanding notes but whose outstanding notes are not immediately available and
who cannot deliver their certificates for outstanding notes (or comply with the
procedures for book-entry transfer prior to the expiration date), the letter of
transmittal and any other documents required by the letter of transmittal to the
exchange agent prior to the expiration date must tender their outstanding notes
according to the guaranteed delivery procedures set forth below. Pursuant to
such procedures:
(i) such tender must be made by or through a firm which is a
member of a registered national securities exchange or of the National
Association of Securities Dealers, Inc., or a commercial bank or trust
company having an office or correspondent in the United States (an
"Eligible Institution");
(ii) prior to the expiration date, the exchange agent must have
received from the holder and the Eligible Institution a properly
completed and duly executed notice of guaranteed delivery (by
facsimile transmission, mail, or hand delivery) setting forth the name
and address of the holder, the certificate number or numbers of the
tendered outstanding notes, the principal amount of tendered
outstanding notes and stating that the tender is being made thereby
and guaranteeing that, within five New York Stock Exchange trading
days after the expiration date, the letter of transmittal (or
facsimile thereof) (or, in the case of a book-entry transfer, an
agent's message), together with the tendered outstanding notes (or a
confirmation of book-entry transfer of such outstanding notes into the
exchange agent's account with DTC) and any other required documents
will be deposited by the Eligible Institution with the exchange agent;
and
(iii) the certificates representing the tendered outstanding
notes in proper form for transfer (or a confirmation of book-entry
transfer of such outstanding notes into the exchange agent's account
with DTC), together with the letter of transmittal (or facsimile
thereof), properly completed and duly executed, with any required
signature guarantees (or, in the case of a book-entry transfer, an
agent's message) and all other documents required by the letter of
transmittal must be received by the exchange agent within five New
York Stock Exchange trading days after the expiration date.
Failure to complete the guaranteed delivery procedures outlined above will
not, of itself, affect the validity or effect a revocation of any letter of
transmittal form properly completed and executed by a holder who attempted to
use the guaranteed delivery procedure.
3. Tender by Holder. Only a holder or acting holder of outstanding notes
may tender such outstanding notes in the exchange offer. Any beneficial owner of
outstanding notes who is not the registered holder and who wishes to tender
should arrange with such holder to execute and deliver this letter of
transmittal on such owner's behalf or must, prior to completing and executing
this letter of transmittal and delivering such
8
<PAGE> 9
outstanding notes, either make appropriate arrangements to register ownership of
the outstanding notes in such owner's name or obtain a properly completed bond
power from the registered holder.
4. Partial Tenders. Tenders of outstanding notes will be accepted only in
integral multiples of $1,000 principal amount. If less than the entire principal
amount of outstanding notes is tendered, the tendering holder should fill in the
principal amount tendered in the column labeled "Principal Amount Tendered" of
the box entitled "Description of Outstanding Notes" (Box 1) above. The entire
principal amount of outstanding notes delivered to the exchange agent will be
deemed to have been tendered unless otherwise indicated. If the entire principal
amount of outstanding notes is not tendered, outstanding notes for the principal
amount of outstanding notes not tendered and registered notes exchanged for any
outstanding notes tendered will be sent to the holder at his or her registered
address, unless a different address is provided in the appropriate box on this
letter of transmittal or unless tender is made through DTC, as soon as
practicable following the expiration date.
5. Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Medallion Guarantee of Signature. If this letter of transmittal is signed by
the registered holder(s) of the outstanding notes tendered herewith, the
signatures must correspond with the name(s) as written on the face of the
tendered outstanding notes without alteration, enlargement, or any change
whatsoever.
If any of the tendered outstanding notes are owned of record by two or more
joint owners, all such owners must sign this letter of transmittal. If any
tendered outstanding notes are held in different names on several outstanding
notes, it will be necessary to complete, sign, and submit as many separate
copies of the letter of transmittal documents as there are names in which
tendered outstanding notes are held.
If this letter of transmittal is signed by the registered holder, and
registered notes are to be issued and any untendered or unaccepted principal
amount at maturity of outstanding notes are to be reissued or returned to the
registered holder, then the registered holder need not and should not endorse
any tendered outstanding notes nor provide a separate bond power. In any other
case, the registered holder must either properly endorse the outstanding notes
tendered or transmit a properly completed separate bond power with this letter
of transmittal (executed exactly as the name(s) of the registered holder(s)
appear(s) on such outstanding notes), with the signature(s) on the endorsement
or bond power guaranteed by an Eligible Institution unless such certificates or
bond powers are signed by an Eligible Institution.
If this letter of transmittal or any outstanding notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and evidence satisfactory
to the Issuer of their authority to so act must be submitted with this letter of
transmittal.
No medallion signature guarantee is required if (i) this letter of
transmittal is signed by the registered holder(s) of the outstanding notes
tendered herewith and the issuance of registered notes (and any outstanding
notes not tendered or not accepted) are to be issued directly to such registered
Holder(s) and neither the "Special Registration Instructions" (Box 2) nor the
"Special Delivery Instructions" (Box 3) has been completed. In all other cases,
all signatures on this letter of transmittal must be guaranteed by an Eligible
Institution.
6. Special Registration and Delivery Instructions. Tendering holders
should indicate, in the applicable box, the name and address in which the
registered notes and/or substitute outstanding notes for principal amounts at
maturity not tendered or not accepted for exchange are to be sent, if different
from the name and address or account of the person signing this letter of
transmittal. In the case of issuance in a different name,
9
<PAGE> 10
the employer identification number or social security number of the person named
must also be indicated and the indicated and the tendering holders should
complete the applicable box.
If no such instructions are given, the registered notes (and any
outstanding notes not tendered or not accepted) will be issued in the name of
and sent to the registered holder of the outstanding notes.
7. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the sale and transfer of outstanding notes to the Issuer or its
order pursuant to the exchange offer. If, however, a transfer tax is imposed for
any reason other than the transfer and sale of outstanding notes to the Issuer
or its order pursuant to the exchange offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or on any other person)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption from such taxes is not submitted with this letter of
transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the outstanding notes listed in this letter
of transmittal.
8. Tax Identification Number. Under the federal income tax laws, payments
that may be made by the Issuer on account of registered notes issued pursuant to
the exchange offer may be subject to backup withholding at the rate of 31%. In
order to avoid such backup withholding, each tendering holder should complete
and sign the Substitute Form W-9 included in this letter of transmittal and
either (a) provide the correct taxpayer identification number ("TIN") and
certify, under penalties of perjury, that the TIN provided is correct and that
(i) the holder has not been notified by the Internal Revenue Service that the
holder is subject to backup withholding as a result of failure to report all
interest or dividends or (ii) the Internal Revenue Service has notified the
holder that the holder is no longer subject to backup withholding; or (b)
provide an adequate basis for exemption. If the tendering holder has not been
issued a TIN and has applied for one, or intends to apply for one in the near
future, such holder should write "Applied For" in the space provided for the TIN
in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and
sign the Certificate of Payee Awaiting Taxpayer Identification Number. If
"Applied For" is written in Part I, the Issuer (or the exchange agent with
respect to the registered notes or a broker or custodian) may still withhold 31%
of the amount of any payments made on account of the registered notes until the
holder furnishes the Issuer or the exchange agent with respect to the registered
notes, broker or custodian with its TIN. In general, if a holder is an
individual, the taxpayer identification number is the Social Security number of
such individual. If the exchange agent or the Issuer are not provided with the
correct TIN, the holder may be subject to a penalty imposed by the Internal
Revenue Service. Certain holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, such holder must submit a statement (generally, Internal
Revenue Service Form W-8), signed under penalties of perjury, attesting to that
individual's exempt status. Such statements can be obtained from the exchange
agent.
Failure to complete the Substitute Form W-9 will not, by itself, cause
outstanding notes to be deemed invalidly tendered, but may require the Issuer or
the exchange agent with respect to the registered notes, broker or custodian to
withhold 31% of the amount of any payments made on account of the registered
notes. Backup withholding is not an additional federal income tax. Rather, the
federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained from the Internal Revenue Service.
9. Validity of Tenders. All questions as to the validity, form,
eligibility (including time of receipt), and acceptance of tendered outstanding
notes will be determined by the Issuer, in its sole discretion, which
determination will be final and binding. The Issuer reserves the right to reject
any and all outstanding notes not validly tendered or any outstanding notes, the
Issuer's acceptance of which would, in the opinion of the Issuer or its counsel,
be unlawful. The Issuer also reserves the right to waive any conditions of the
exchange offer or defects or irregularities in tenders of notes as to any
ineligibility of any holder who seeks to tender outstanding notes in the
exchange offer. The interpretation of the terms and conditions of the exchange
offer (including this letter of transmittal and the instructions hereto) by the
Issuer shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of outstanding notes must be
10
<PAGE> 11
cured within such time as the Issuer shall determine. The Issuer will use
reasonable efforts to give notification of defects or irregularities with
respect to tenders of outstanding notes, but shall not incur any liability for
failure to give such notification.
10. Waiver of Conditions. The Issuer reserves the absolute right to amend,
waive, or modify specified conditions in the exchange offer in the case of any
tendered outstanding notes.
11. No Conditional Tender. No alternative, conditional, irregular, or
contingent tender of outstanding notes will be accepted.
12. Mutilated, Lost, Stolen, or Destroyed Outstanding Notes. Any tendering
holder whose outstanding notes have been mutilated, lost, stolen, or destroyed
should contact the exchange agent at the address indicated above for further
instructions.
13. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the prospectus may be
directed to the exchange agent at the address set forth on the first page of
this letter of transmittal. Holders may also contact their broker, dealer,
commercial bank, trust company, or other nominee for assistance concerning the
exchange offer.
14. Acceptance of Tendered Outstanding Notes and Issuance of Registered
Notes; Return of Outstanding Notes. Subject to the terms and conditions of the
exchange offer, the Issuer will accept for exchange all validly tendered
outstanding notes as soon as practicable after the expiration date and will
issue registered notes therefor as soon as practicable thereafter. For purposes
of the exchange offer, the Issuer shall be deemed to have accepted tendered
outstanding notes when, as and if the Issuer has given written and oral notice
thereof to the exchange agent. If any tendered outstanding notes are not
exchanged pursuant to the exchange offer for any reason, such unexchanged
outstanding notes will be returned, without expense, to the undersigned at the
address shown above or at a different address as may be indicated under "Special
Delivery Instructions."
15. Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
(DO NOT WRITE IN SPACE BELOW)
<TABLE>
<CAPTION>
CERTIFICATE OUTSTANDING NOTES OUTSTANDING NOTES
SURRENDERED TENDERED ACCEPTED
<S> <C> <C>
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
</TABLE>
Delivery Prepared By: ________ Checked By: ________ Date: ________
11
<PAGE> 12
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: SPECTRASITE HOLDINGS, INC.
------------------------------------------------------------------------------------------------------------------------------
<S> <C>
Name (if joint names, list first and circle the name of the person or entity whose number you
enter in Part 1 below. See instructions if your name has changed.)
----------------------------------------------------------------------------------------------
Address
----------------------------------------------------------------------------------------------
SUBSTITUTE City, State and ZIP Code
FORM W-9
----------------------------------------------------------------------------------------------
DEPARTMENT OF THE TREASURY PART 1 -- PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUM- Social Security
BER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND Number or TIN
INTERNAL REVENUE SERVICE DATING BELOW
----------------------------------------------------------------------------------------------
PART 2 -- Check the box if you are NOT subject to backup withholding under the
provisions of section 3408(a)(1)(C) of the Internal Revenue Code because (1) you have
not been notified that you are subject to backup withholding as a result of failure
to report all interest or dividends or (2) the Internal Revenue Service has notified
you that you are no longer subject to backup withholding. [ ]
------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY PART 3 --
THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT Awaiting TIN [ ]
AND COMPLETE.
Signature: Date:
---------------------- -----------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF
SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a Taxpayer Identification Number to the appropriate
Internal Revenue Service Center or Social Security Administrative Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a Taxpayer Identification Number by the time of the
exchange, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
<TABLE>
<S> <C>
Signature: Date:
----------------------------------------- -------------------------------------
</TABLE>
12
