Edgar Filing: SPECTRASITE HOLDINGS INC

Filed pursuant to Rule 424(b)(3)
SEC File No. 333-53522

PROSPECTUS SUPPLEMENT NO. 9
(To Prospectus dated February 9, 2001)

SPECTRASITE HOLDINGS, INC.
6 3/4% SENIOR CONVERTIBLE NOTES DUE 2010

This prospectus supplement no. 9 supplements and amends the prospectus
dated February 9, 2001, as supplemented by prospectus supplement no. 1 dated
February 20, 2001, prospectus supplement no. 2 dated March 7, 2001, prospectus
supplement no. 3 dated March 15, 2001, prospectus supplement no. 4 dated March
26, 2001, prospectus supplement no. 5 dated April 6, 2001, prospectus supplement
no. 6 dated April 20, 2001, prospectus supplement no. 7 dated June 6, 2001 and
prospectus supplement no. 8 dated February 1, 2002, relating to the resale of
SpectraSite's 6 3/4% senior convertible notes due 2010 and the shares of
SpectraSite common stock, par value $.001 per share, issuable upon conversion of
the notes.

The table and footnotes on pages 35 through 38 of the prospectus set
forth information with respect to the selling holders and the respective amounts
of convertible notes held and shares of common stock beneficially owned by each
selling holder that may be offered pursuant to the prospectus, as supplemented
and amended. This prospectus supplement amends the table in the prospectus, as
supplemented and amended, by (i) adding Fidelity Advisor Series II: Fidelity
Advisor High Yield Fund, Fidelity Advisor US World High Income Fund, Fidelity
Commonwealth Trust: Fidelity Mid-Cap Stock Fund, Fidelity Financial Trust:
Fidelity Convertible Securities Fund, Fidelity Management Trust Company and KBC
Cayman, (ii) removing AIG SoundShore Opportunity Holding Fund Ltd., AIG
SoundShore Strategic Holding Fund Ltd., CIBC World Markets International
Arbitrage, Deutsche Banc Alex. Brown, Eaton Vance High Income Portfolio, Eaton
Vance Income Fund of Boston, First Union International Capital Markets, Global
Bermuda Limited Partnership, KBC Financial Products USA, Lakeshore International
Ltd., Merced Partners Limited Partnership, Nomura Securities International,
Inc., Peoples Benefit Life Insurance Company, Quattro Fund, LLC, St. Albans
Partners Ltd, TQA Master Fund, LTD, TQA Master Plus Fund, LTD and UBS O'Connor
LLC F/B/O UBS Global Equity Arbitrage Master Ltd., (iii) changing the name of
Lipper Convertibles, L.P. (Series B) to Lipper Convertibles, L.P. (Class B) and
(iv) replacing the information contained in the table for Alta Partners
Holdings, LDC, Hallmark Master Trust High Yield, JMG Capital Partners, LP, JMG
Triton Offshore Fund, Ltd, J.P. Morgan Securities Inc., Morgan Stanley & Co.
Incorporated, Teachers Insurance and Annuity Association and for the category
"Any other holder of notes or future transferee, pledgee, donee or successor of
any holder" with the corresponding information set forth below.

The prospectus, together with this prospectus supplement no. 9,
prospectus supplement no. 8, prospectus supplement no. 7, prospectus supplement
no. 6, prospectus supplement no. 5, prospectus supplement no. 4, prospectus
supplement no. 3, prospectus supplement no. 2 and prospectus supplement no. 1,
constitutes the prospectus required to be delivered by Section 5(b) of the
Securities Act of 1933, as amended, with respect to offers and sales of the
convertible notes and the common stock issuable upon conversion of the
convertible notes.

PROSPECTIVE INVESTORS SHOULD CAREFULLY REVIEW "RISK FACTORS" BEGINNING
ON PAGE 5 OF THE PROSPECTUS FOR A DISCUSSION OF RISKS THAT SHOULD BE CONSIDERED
WHEN INVESTING IN THE NOTES OR OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus or any accompanying prospectus
supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 14, 2002.

SHARES OF
COMMON
PRINCIPAL PRINCIPAL STOCK SHARES OF SHARES OF
AMOUNT AMOUNT OF BENEFICIALLY COMMON COMMON STOCK
OF NOTES NOTES OWNED OWNED STOCK BENEFICIALLY
OWNED AND AFTER THE PRIOR TO OFFERED OWNED AFTER
SELLING SECURITYHOLDERS OFFERED OFFERING OFFERING HEREBY THE OFFERING
--------------------------------- ---------- --------- ------------ ---------- --------------

Alta Partners Holdings, LDC..... 13,515,000 none 626,783 626,783 none
Fidelity Advisor Series II:
Fidelity Advisor High Yield
Fund.......................... 2,690,000 none 124,754 124,754 none
Fidelity Advisor US World High
Income Fund................... 50,000 none 2,319 2,319 none
Fidelity Commonwealth Trust:
Fidelity Mid-Cap Stock Fund... 21,340,000 none 989,682 989,682 none
Fidelity Financial Trust:
Fidelity Convertible
Securities Fund............... 2,000,000 none 92,754 92,754 none
Fidelity Management Trust
Company ...................... 310,000 none 14,377 14,377 none
Hallmark Master Trust High
Yield(1)...................... 2,500,000 none 115,943 115,943 none
JMG Capital Partners, LP........ 2,000,000 none 92,754 92,754 none
JMG Triton Offshore Fund, Ltd... 2,000,000 none 92,754 92,754 none
J.P. Morgan Securities Inc. .... 20,800,000 none 964,638 964,638 none
KBC Cayman...................... 1,500,000 none 69,566 69,566 none
Morgan Stanley & Co.
Incorporated(2)............... 2,500,000 none 115,943 115,943 none
Teachers Insurance and Annuity
Association................... 12,000,000 none 556,522 556,522 none

Any other holder of notes or
future transferee, pledgee,
donee or successor of any
holder(3)..................... 75,207,000 none 3,487,862 3,487,862 none

(1) Hallmark Master Trust High Yield owned $1,550,000 of Holdings'
11 1/4% senior discount notes due 2009.

(2) Morgan Stanley & Co. Incorporated was the placement agent for the
convertible notes. Morgan Stanley & Co. Incorporated was also an
initial purchaser or placement agent for our 11 1/4% senior discount
notes due 2009, our 12 7/8% senior discount notes due 2010 and our
10 3/4% senior notes due 2010 and was co-lead underwriter of our public
common stock offerings in February 2000 and July 2000.

(3) We may from time to time include additional selling holders and
information about such selling holders' plans of distribution in future
supplements to the prospectus, if required. The amounts provided assume
that any holders of the notes, or any future transferees, pledgees,
donees or successors of or from any such other holders of notes, do not
beneficially own any common stock other than the common stock issuable
upon conversion of the notes at the conversion rate.

The following table sets forth, as of February 14, 2002, information
regarding the beneficial ownership of the notes and our common stock by the
selling holders. The information is based on information provided by or on
behalf of the selling holders through February 13, 2002 and by the indenture
trustee for the convertible notes.

SHARES OF
COMMON
PRINCIPAL PRINCIPAL STOCK SHARES OF SHARES OF
AMOUNT AMOUNT OF BENEFICIALLY COMMON COMMON STOCK
OF NOTES NOTES OWNED OWNED STOCK BENEFICIALLY
OWNED AND AFTER THE PRIOR TO OFFERED OWNED AFTER
SELLING SECURITYHOLDERS OFFERED(1) OFFERING(2) OFFERING HEREBY(3)(4) THE OFFERING(2)
-------------------------------- ---------- ------------ ------------ ------------ ----------------

Alpine Associates............... 5,600,000 none 259,711 259,711 none
Alpine Partners, L.P. .......... 900,000 none 41,740 41,740 none
Alta Partners Holdings, LDC..... 13,515,000 none 626,783 626,783 none
Bank America Pension Plan....... 2,000,000 none 92,754 92,754 none
Deephaven Domestic Convertible
Trading Ltd. (5).............. 3,000,000 none 139,131 139,131 none
Deeprock & Co. ................. 2,500,000 none 115,943 115,943 none
DIA High Yield Bond Fund (6).... 250,000 none 11,595 11,595 none
Fidelity Advisor Series II:
Fidelity Advisor High Yield
Fund.......................... 2,690,000 none 124,754 124,754 none
Fidelity Advisor US World High
Income Fund................... 50,000 none 2,319 2,319 none
Fidelity Commonwealth Trust:
Fidelity Mid-Cap Stock Fund... 21,340,000 none 989,682 989,682 none
Fidelity Financial Trust:
Fidelity Convertible
Securities Fund............... 2,000,000 none 92,754 92,754 none
Fidelity Management Trust
Company....................... 310,000 none 14,377 14,377 none
Hallmark Master Trust High
Yield (7)..................... 2,500,000 none 115,943 115,943 none
JMG Capital Partners, LP ....... 2,000,000 none 92,754 92,754 none
JMG Triton Offshore Fund, Ltd... 2,000,000 none 92,754 92,754 none
J.P. Morgan Securities Inc. .... 20,800,000 none 964,683 964,683 none
KBC Cayman...................... 1,500,000 none 69,566 69,566 none
Lipper Convertibles, L.P. ...... 11,367,000 none 527,166 527,166 none
Lipper Convertibles, L.P.
(Class B)..................... 581,000 none 26,945 26,945 none
Lipper Convertibles Series
II, L.P. ..................... 2,000,000 none 92,754 92,754 none
Lipper Offshore
Convertibles, L.P. ........... 2,000,000 none 92,754 92,754 none
Lipper Offshore
Convertibles, L.P. #2......... 1,000,000 none 46,377 46,377 none
Morgan Stanley & Co.
Incorporated (8).............. 2,500,000 none 115,943 115,943 none
Peoples Benefit Life Insurance
Company TEAMSTERS............. 6,000,000 none 556,522 556,522 none
Retail Clerks Pension Trust..... 2,500,000 none 115,943 115,943 none
Retail Clerks Pension Trust #2.. 1,500,000 none 69,566 69,566 none
Roger Wedekindt................. 40,000 none 1,856 1,856 none
TIAA-CREF Mutual Funds
F/B/O its High Yield
Bond Fund (9)................. 250,000 none 11,595 11,595 none
Teachers Insurance and Annuity
Association................... 12,000,000 none 556,522 556,522 none
Volkswagen of America Inc.--
Salaried Eaton Vance
Mgt. (10)..................... 100,000 none 4,638 4,638 none

Any other holder of notes or
future transferee, pledgee,
donee or successor of any
holder (11)................... 75,207,000 none 3,487,862 3,487,862 none

----------

(1) Assumes that the full amount of the notes held by the selling holder is
being offered for registration hereunder.

(2) Because the selling holders may, pursuant to the prospectus, offer all or
some portion of the notes and shares they presently hold or, with respect
to shares, have the right to acquire upon conversion of such notes, we
cannot predict the amount or percentage of the notes and shares that will
be held by the selling holder upon termination of any such sales. In
addition, the selling holders identified above may have sold, transferred
or otherwise disposed of all or a portion of their notes and shares since
the date on which they provided the information regarding their notes and
shares in transactions exempt from the registration requirements of the
Securities Act. See "Plan of Distribution." The selling holders may sell
all, part or none of the notes or shares listed in the table. The amounts
listed in the table assume that each selling holder sells all of its
convertible notes and/or shares of common stock underlying such notes.

(3) Assumes that the full amount of the notes held by the selling holder is
converted into shares of common stock at the conversion price and offered
hereunder by such selling holder.

(4) The conversion price and the number of shares issuable upon conversion of
the notes are subject to adjustment under certain circumstances. See
"Description of Notes--Conversion of Notes." Section 15.3 of the indenture
governing the convertible notes provides that if any fractional shares of
common stock are issuable upon conversion of the notes, Holdings may either
pay cash in lieu of such fractional shares or round up the number of shares
issuable upon conversion. The number of shares reported in the table
assumes that Holdings rounds up the number of shares issued upon
conversion. We expressly reserve the right to pay cash in lieu of
fractional shares, and any decision as to whether pay cash or round up for
fractional shares will be made at the time the notes are surrendered for
conversion.

(5) Deephaven Domestic Convertible Trading Ltd. owned $2,000,000 aggregate
principal amount of Holdings' 12 1/2% senior discount notes due 2010.

(6) DIA High Yield Bond Fund owned $2,750,000 aggregate principal amount of
Holdings' 11 1/4% senior discount notes due 2009.

(7) Hallmark Master Trust High Yield owned $1,550,000 of Holdings' 11 1/4%
senior discount notes due 2009.

(8) Morgan Stanley & Co. Incorporated was the placement agent for the
convertible notes. Morgan Stanley & Co. Incorporated was also an initial
purchaser or placement agent for our 11 1/4% senior discount notes due
2009, our 12 7/8% senior discount notes due 2010 and our 10 3/4% senior
notes due 2010 and was co-lead underwriter of our public common stock
offerings in February 2000 and July 2000.

(9) TIAA-CREF Mutual Funds F/B/O its High Yield Bond Fund owned $250,000
aggregate principal amount of Holdings' 12 1/2% senior discount notes due
2010.

(10) Volkswagen of America Inc.--Salaried Eaton Vance Mgt. owned $15,000 of
Holdings' 11 1/4% senior discount notes due 2009.

(11) We may from time to time include additional selling holders and information
about such selling holders' plans of distribution in future supplements to
the prospectus, if required. The amounts provided assume that any holders
of the notes, or any future transferees, pledgees, donees or successors of
or from any such other holders of notes, do not beneficially own any common
stock other than the common stock issuable upon conversion of the notes at
the conversion rate.