Prospectus Supplement No. 10 Filed Pursuant to Rule 424(b)(3)
(To Prospectus Dated November 2, 1999) Registration No. 333-89345
Prospectus Supplement
Dated June 15, 2000
This prospectus relates to the resale by the holders of our:
- $300,000,000 principal amount of 6.25% convertible notes due 2009,
- $425,500,000 principal amount of 2.25% convertible notes due 2009, and
- the shares of Class A common stock issuable upon conversion of the notes.
This prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus dated November 2, 1999, including
any amendments or supplements thereto. The terms of the notes are set forth in
the prospectus.
The information in the table appearing under the heading "Selling
Securityholders" on page 42 in the prospectus is hereby amended by adding the
information below with respect to selling securityholders not previously listed
in the prospectus or in any amendments or supplements thereto, and by
superceding the information with respect to selling securityholders previously
listed in the prospectus or in any amendments or supplements thereto that are
listed below:
Number of
Shares of Class
Principal A Common Percentage of
Amount at Stock Issuable Number of Class A
Maturity of Upon Shares of Common
6.25% Notes Conversion of Class A Stock
Beneficially the 6.25% Notes Common Stock Oustanding
Owned That That May be Beneficially as of June 12,
Selling Securityholders May be Sold Sold Owned** 2000***
------------------------- ------------ --------------- ------------ ---------------
ABN AMRO Incorporated $1,000,000 40,983 -- *
Allstate Insurance Company $0 0 -- *
Alpine Associates $1,800,000 73,770 -- *
Alpine Partners, L.P. $200,000 8,196 -- *
Bear, Stearns & Co. Inc. (1) $3,500,000 143,442 -- *
LLT Limited $100,000 4,098 -- *
White River Securities LLC (1) $3,500,000 143,442 -- *
============ ========== ========== ==========
TOTAL $10,100,000 413,931 -- *
Number of
Shares of Class
A Common
Principal Amount Stock Issuable Number of Percentage of
at Maturity of Upon Shares of Class Class A
2.25% Notes Conversion of A Common Common Stock
Beneficially the 2.25% Notes Stock Oustanding as
Owned That May That May be Beneficially of June 12,
Selling Securityholders be Sold Sold Owned** 2000***
------------------------- ---------------- --------------- --------------- --------------
Bear, Sterns & Co. Inc. (1) $4,250,000 177,083 -- *
CIBC World Markets $5,220,000 217,500 -- *
Highbridge International LLC $7,000,000 291,666 -- *
LLT Limited $100,000 4,166 -- *
Olympus Securities LTD $33,000,000 1,375,000 -- *
White River Securities LLC $4,250,000 177,083 -- *
============ ========== ======== ========
TOTAL $53,820,000 2,242,498 -- 1.43%
* Less than 1%.
** In addition to the shares issuable upon conversion of the notes.
*** Includes shares issuable upon conversion of the notes and additional shares
beneficially owned as of June 12, 2000.
(1) Entity shown in the table, or an affiliate of the entity, was one of the
initial purchasers of these notes and/or other notes of the Company that were
sold in a private placement. The initial purchasers acquired such notes at a
discount. In addition, some of these entities or their affiliates have
participated in other offerings of securities by the Company and/or have
performed other banking services for which they have received fees.
