Filed by SpectraSite, Inc.
Pursuant to Rule 425 under the Securities Act of
1933 and Deemed Filed under Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: SpectraSite, Inc.
Commission File No. 001-31769
FREQUENTLY ASKED QUESTIONS
PLEASE NOTE THAT WE HAVE RECEIVED NUMEROUS INTEGRATION QUESTIONS CONCERNING
ISSUES THAT WE ARE UNABLE TO ANSWER AT THIS TIME. MANY OF THEM WILL BE DECIDED
UPON DURING THE MERGER INTEGRATION PROCESS OVER THE COMING MONTHS. ANSWERS TO
THESE QUESTIONS WILL BE FORTHCOMING AT THE APPROPRIATE TIME AS THE INTEGRATION
TEAMS CARRY OUT THEIR WORK. ANY OFFICIAL DECISIONS THAT ARE MADE WILL BE
COMMUNICATED JOINTLY BY DALE CAREY (SPECTRASITE), AND STEVEN MOSKOWITZ (AMERICAN
TOWER), AFTER THE INTEGRATION TEAM HAS APPROVED THEM.
JUNE 13, 2005.
1. AFTER THE MERGER, WILL PAYCHECKS CONTINUE TO BE BI-WEEKLY, OR WILL IT CHANGE
TO MONTHLY?
We are currently anticipating paychecks to continue bi-weekly.
2. DO THE EMPLOYEES AT AMERICAN TOWER ALSO HAVE TO SIGN AN ETHICS POLICY?
American Tower also has a Code of Conduct which can be found on their website.
Employees of American Tower have comparable requirements with respect to ethics
compliance.
3. IF YOU ARE ASKED TO STAY PAST THE CLOSE AND 90-DAY PERIOD, IT WAS STATED THAT
FOR THE NEXT 12 MONTHS BENEFITS WOULD BE COMPARABLE TO WHAT WE HAD PREVIOUSLY
WILL TUITION REIMBURSEMENT STILL BE A PART OF THE BENEFITS PACKAGE FOR THOSE 12
MONTHS?
The merger agreement requires that benefits provided after the closing be
substantially similar in the aggregate to those provided presently. This means
that although the entire package of benefits received after the merger must be
comparable to the present package, American Tower is not required to continue
any particular benefit, such as tuition reimbursement. The integration teams
will be reviewing the tuition reimbursement program and information will be
provided in the future.
4. WILL AMERICAN TOWER CONTINUE THE SPECTRASITE TRADITION OF CELEBRATING
DIVERSITY THROUGH COMPANY-WIDE RECOGNITION OF EVENTS SUCH AS GAY AND LESBIAN
PRIDE MONTH, BLACK HISTORY MONTH, HISPANIC HERITAGE MONTH, ETC.?
The integration team will be reviewing the diversity program and making a
recommendation as to which programs are appropriate to continue after the
closing of the merger.
5. ASSUMING WE ARE TO BE HIRED BY AMERICAN TOWER, WILL OUR TIME WITH SSI COUNT
AS TIME SERVED AT AMERICAN TOWER?
Years of service with SpectraSite will count for vesting and participation
purposes under the post merger benefit plans and programs.
6. WHY KEEP THE AMERICAN TOWER NAME FOR THE COMBINED COMPANY? WHY NOT REBRAND
THE FIRM? I'D LIKE TO SUGGEST "AMERISITE."
There are no plans to change the American Tower name at this time.
7. WILL WE STILL BE DOING THE 360 REVIEWS FOR OUR MANGERS/DIRECTORS? IT MAY BE
HELPFUL FOR THE INTEGRATION TEAM IN DECIDING WHO TO KEEP.
We have completed our 360 review process and there are no plans to conduct
additional 360 reviews prior to the closing of the merger.
8. SPECTRASITE IS GENEROUS WITH ITS SALARY AND QUARTERLY BONUSES, AND SOME
SUPPORT STAFF RECEIVE BONUSES AS WELL. DOES AMERICAN TOWER HAVE A BONUS PLAN
SIMILAR TO THE ONE THAT SPECTRASITE HAS IN PLACE? DOES AMERICAN TOWER PROVIDE
BONUSES TO SUPPORT STAFF? TO THE ADMINISTRATIVE SUPPORT STAFF? IS THIS AN ITEM
THAT CAN BE NEGOTIATED DURING THE TRANSITION (BY THE MANAGEMENT OR THE EMPLOYEE
WHO IS ASKED TO STAY)?
Recommendations for future compensation programs will be provided by the
integration team for American Tower's review and implementation.
9. IF WE ARE COMMITTED TO EXTENDED SERVICE PLANS FOR WORKED RELATED
TELECOMMUNICATIONS DEVICES SUCH AS CELL PHONES, PAGERS, DATA CARDS, OR
BLACKBERRIES AND WE ARE TERMINATED PRIOR TO THE END OF THESE SERVICE PLANS, WILL
SPECTRASITE REIMBURSE US FOR THE REMAINING SERVICE COMMITMENTS GIVEN THAT WE
WILL NO LONGER REQUIRE THESE DEVICES?
This issue will be addressed and resolved by the integration team, and more
information will be provided as it becomes available.
10. IF WE ARE ON MATERNITY OR MEDICAL LEAVE AT THE TIME OF CLOSE, WILL YOU
INFORM US OF OUR STATUS THROUGH THE MAIL?
Employees who are on a medical leave of absence and impacted by the merger will
be notified both in writing and via telephone as to their status.
11. WHAT EVENTS WOULD HAVE TO OCCUR FOR THIS MERGER NOT TO OCCUR?
There are many uncertainties that exist as well as conditions that are required
to be met before the merger will close. Many of these uncertainties and closing
conditions are outside the control of SpectraSite and American Tower including,
among many others, (i) the completion of the merger is subject to certain
SpectraSite and American Tower
stockholder approval requirements, (ii) certain filings related to the proposed
merger are subject to review by the United States Securities and Exchange
Commission, and (iii) antitrust uncertainties exist as referenced in the
response to the previous question.
12. AFTER THE BANKRUPTCY, I HAD SHARES OF STOCK THAT WERE CONVERTED TO WARRANTS,
WHICH I HAVE NOT EXERCISED. IS THERE A DEADLINE PRIOR TO CLOSING TO EXERCISE
THESE WARRANTS? HOW WILL THE WARRANTS BE HANDLED IN THE MERGER?
No, there is no deadline prior to the closing of the merger in which a holder
must exercise warrants. The merger does not change the expiration date set forth
in the warrant agreement. As of the effective time of the merger, the
outstanding warrants to purchase shares of SpectraSite common stock will remain
outstanding after the effective time of the merger and be exercisable in
accordance with the terms of the SpectraSite warrants. As a result of the
merger, each SpectraSite warrant (i) will be exercisable for that number of
shares of American Tower Class A common stock equal to the aggregate shares of
SpectraSite common stock subject to such SpectraSite warrant multiplied by
3.575, and (ii) will be exercisable at an exercise price equal to the current
exercise price of such SpectraSite warrant divided by 3.575. You will receive
more information about the handling of your warrants after the merger is
completed.
CAUTIONARY LANGUAGE CONCERNING FORWARD-LOOKING STATEMENTS
Statements in this FAQ regarding the proposed merger between American Tower and
SpectraSite, the expected timing of related transactions and the expected
timetable for completing the merger constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are based upon the current beliefs and expectations of American
Tower's and SpectraSite's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements. Any statements that are not statements of historical
fact (including statements containing the words "believes," "plans,"
"anticipates," "expects," estimates and similar expressions) should also be
considered to be forward looking statements. There are a number of important
factors that could cause actual results or events to differ materially from
those indicated by such forward looking statements, including: the ability to
obtain governmental approvals of the transaction on the proposed terms and
schedule; the failure of American Tower and SpectraSite stockholders to approve
the transaction; and the ability of American Tower to successfully integrate
SpectraSite's operations and employees. Additional factors that may affect
future results are contained in American Tower's and SpectraSite's filings with
the Securities and Exchange Commission ("SEC"), including each company's Annual
Report on Form 10-K for the year ended December 31, 2004, which are available at
the SEC's website www.sec.gov. The information set forth herein speaks only as
of the date hereof, and American Tower and SpectraSite disclaim any intention or
obligation to update any forward looking statements as a result of developments
occurring after the date of this FAQ.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction, on May 27, 2005, American Tower
filed with the SEC a preliminary Registration Statement on Form S-4 containing a
Joint Proxy Statement/Prospectus. INVESTORS AND SECURITY HOLDERS OF AMERICAN
TOWER AND SPECTRASITE ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE JOINT PROXY
STATEMENT/PROSPECTUS THAT IS PART OF THE REGISTRATION STATEMENT, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN TOWER, SPECTRASITE, THE PROPOSED
TRANSACTION AND RELATED MATTERS. The final Joint Proxy Statement/Prospectus will
be mailed to stockholders of American Tower and SpectraSite. Investors and
security holders of American Tower and SpectraSite may obtain copies of the
Registration Statement and the Joint Proxy Statement/Prospectus, as well as
other filings with the SEC that will be incorporated by reference into such
documents, containing information about American Tower and SpectraSite, without
charge, at the SEC's website http://www.sec.gov. These documents may also be
obtained for free from American Tower by directing a request to American Tower
Corporation, Investor Relations, 116 Huntington Ave, Boston, MA 02116 or for
free from SpectraSite by directing a request to SpectraSite at SpectraSite,
Inc., 400 Regency Forest Drive, Cary, NC 27511, Attention: Secretary.
PARTICIPANTS IN SOLICITATION
American Tower, SpectraSite and their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from American Tower and SpectraSite
stockholders in respect of the proposed transaction. Information regarding
American Tower's participants is available in American Tower's Annual Report on
Form 10-K for the year ended December 31, 2004, and the proxy statement, dated
April 27, 2005, for its 2005 annual meeting of stockholders, which are filed
with the SEC. Information regarding SpectraSite's participants is available in
SpectraSite's Annual Report on Form 10-K for the year ended December 31, 2004
and the proxy statement, dated March 31, 2005, for its 2005 annual meeting of
stockholders, which are filed with the SEC. Additional information regarding the
interests of such participants is included in the Registration Statement
containing the Joint Proxy Statement/Prospectus filed with the SEC.