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): May 3, 2005
SPECTRASITE, INC.
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
001-31769 56-2027322
--------------------------------------------------------------------------------
(Commission File Number) (I.R.S. Employer Identification Number)
400 Regency Forest Drive, Cary, North Carolina 27511
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(919) 468-0112
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
|X| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 3, 2005, SpectraSite, Inc., a Delaware corporation (the
"Company") entered into an Agreement and Plan of Merger ("Merger Agreement")
with American Tower Corporation ("ATC) providing for, among other things, the
merger of SpectraSite with a wholly owned subsidiary of ATC (the "Merger").
Under the terms of the Merger Agreement, each share of the Company's common
stock will be converted into the right to receive 3.575 shares of the ATC's
Class A common stock. Based on the closing price of ATC's Class A common stock
on May 3, 2005, this exchange ratio equals $61.53 per share. The Company's
stockholders will receive approximately 181.0 million shares in the transaction.
The transaction is expected to be tax free for U.S. federal income tax purposes
for stockholders of both companies.
Consummation of the Merger is subject to certain conditions, including
approval by the Company's stockholders, approval by ATC's stockholders, receipt
of regulatory approvals and other customary closing conditions. The transaction
is expected to close in the second half of 2005.
The Company issued a press release announcing the Merger on May 4,
2005. A copy of that press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
The foregoing description of the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to the Merger
Agreement, which the Company expects to file with the SEC on or around May 5,
2005.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable
(b) Pro forma financial information.
Not applicable
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
99.1 Press Release, dated May 4, 2005
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, INC.
Date: May 4, 2005 By: /s/ Mark A. Slaven
---------------------------
Name: Mark A. Slaven
Title: Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release dated May 4, 2005