Edgar Filing: WORLEY RICHARD B

Amemdment No. 1 to Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)

SBA Communications Corporation

(Name of Issuer)

Class A Common Stock, $.01 Par Value Per Share

(Title of Class of Securities)

78388J106

(CUSIP Number)

Ronald R. Reese

100 Front Street, Suite 1430

W. Conshohocken, Pennsylvania 19428

(610) 828-9833

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 19, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 78388J106

Page 2 of 8 Pages


1.	Names of Reporting Persons: Richard B. Worley S.S. OR I.R.S. Identification Nos. of above persons (entities only): Not Applicable

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨

3.	SEC Use Only

4.	Source of Funds (See Instructions) PF

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

831,401 (1)

8. Shared Voting Power

2,660,999 (1)

9. Sole Dispositive Power

831,401 (1)

10. Shared Dispositive Power

2,660,999 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 3,492,400 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 7.7% (1)(2)

14e.	Type of Reporting Person (See Instructions) IN

(1)

For purposes of Section 13(d), Richard B. Worley may be deemed to beneficially own an aggregate of 3,492,400 shares of Class A Common Stock, consisting of (a) 831,401 shares of Class A Common Stock held by Mr. Worley directly, and (b) 2,660,999 shares of Class A Common Stock held by Permit Capital Telecom, L.P. where (i) Mr. Worley is the sole stockholder of Permit Capital GP, Inc., (ii) Permit Capital GP, Inc. is the general partner of Permit Capital GP, L.P., and (iii) Permit Capital GP, L.P. is the general partner of Permit Capital Telecom, L.P. Mr. Worley disclaims beneficial ownership of any shares of Class A Common Stock held by Permit Capital Telecom, L.P.

(2)

Based on 45,562,784 shares of Class A Common Stock reported as outstanding as of November 8, 2002 on the issuer’s
Form 10-Q for the quarter ended September 30, 2002.

SCHEDULE 13D

CUSIP No. 78388J106

Page 3 of 8 Pages


1.	Names of Reporting Persons: Permit Capital Telecom, L.P. S.S. OR I.R.S. Identification Nos. of above persons (entities only): 11-3661291

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨

3.	SEC Use Only

4.	Source of Funds (See Instructions) WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

2,660,999 (1)

9. Sole Dispositive Power

10. Shared Dispositive Power

2,660,999 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,999 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 5.8% (1)(2)

14e.	Type of Reporting Person (See Instructions) PN

(1)

For purposes of Section 13(d), both Permit Capital GP, Inc. and Permit Capital GP, L.P. may be deemed to beneficially own an aggregate of 2,660,999 shares of Class A Common Stock held by Permit Capital Telecom, L.P. where (i) Permit Capital GP, Inc. is the general partner of Permit Capital GP, L.P., and (ii) Permit Capital GP, L.P. is the general partner of Permit Capital Telecom, L.P. Each of Permit Capital GP, Inc. and Permit Capital GP, L.P. disclaim beneficial ownership of any shares of Class A Common Stock held by Permit Capital Telecom, L.P.

(2)

Based on 45,562,784 shares of Class A Common Stock reported as outstanding as of November 8, 2002 on the issuer’s
Form 10-Q for the quarter ended September 30, 2002.

SCHEDULE 13D

CUSIP No. 78388J106

Page 4 of 8 Pages


1.	Names of Reporting Persons: Permit Capital GP, L.P. S.S. OR I.R.S. Identification Nos. of above persons (entities only): 043713293

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨

3.	SEC Use Only

4.	Source of Funds (See Instructions) WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

2,660,999 (1)

9. Sole Dispositive Power

10. Shared Dispositive Power

2,660,999 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,999 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 5.8% (1)(2)

14e.	Type of Reporting Person (See Instructions) PN

(1)

(2)

Based on 45,562,784 shares of Class A Common Stock reported as outstanding as of November 8, 2002 on the issuer’s
Form 10-Q for the quarter ended September 30, 2002.

SCHEDULE 13D

CUSIP No. 78388J106

Page 5 of 8 Pages


1.	Names of Reporting Persons: Permit Capital GP, Inc. S.S. OR I.R.S. Identification Nos. of above persons (entities only): 043713287

2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨

3.	SEC Use Only

4.	Source of Funds (See Instructions) WC

5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization Pennsylvania

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

8. Shared Voting Power

2,660,999 (1)

9. Sole Dispositive Power

10. Shared Dispositive Power

2,660,999 (1)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,999 (1)

12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨

13.	Percent of Class Represented by Amount in Row (11) 5.8%(1)(2)

14e.	Type of Reporting Person (See Instructions) CO

(1)

(2)

Based on 45,562,784 shares of Class A Common Stock reported as outstanding as of November 8, 2002 on the issuer’s
Form 10-Q for the quarter ended September 30, 2002.

SCHEDULE 13D

CUSIP No. 78388J106

Page 6 of 8 Pages

This Amendment No. 1 amends and supplements the statement on Schedule 13D filed on February 18, 2003 (the “Original Schedule 13D”) by Richard B. Worley, Permit Capital Telecom, L.P., Permit Capital GP, L.P. and Permit Capital GP, Inc. This amendment is filed pursuant to the Joint Filing Agreement as executed by the reporting persons listed above (Exhibit 7(a) to the Original 13D is hereby incorporated by this reference.) Items 1, 2, 3, 5(c), 5(d), 5(e), 6 and 7 remain unchanged. Items 4, 5(a) and 5(b) are amended as follows:

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 is hereby amended and supplemented by replacing the text of Item 4 on the Original 13D with the following:

(a)

The Shares were purchased in a series of transactions from January 8, 2003 to February 19, 2003 for investment purposes. Although no specific plans are currently in place, Telecom and/or Mr. Worley may, in the future, determine to dispose of some portion or all of their respective Shares or acquire additional Shares.

ITEM 5(a).

AGGREGATE NUMBER AND PERCENTAGE OF COMMON STOCK

Item 5(a) is hereby amended and supplemented by replacing the text of Item 5(a) on the Original 13D with the following:

For purposes of Section 13(d), Richard B. Worley may be deemed to beneficially own an aggregate of 3,492,400 Shares, consisting of (a) 831,401 Shares held by Mr. Worley directly, and (b) 2,660,999 Shares held by Telecom where (i) Mr. Worley is the sole stockholder of PCGP, (ii) PCGP is the general partner of PCGPLP, and (iii) PCGPLP is the general partner of Telecom. The aggregate of 3,492,400 Shares represents 7.7% of the 45,562,784 Shares reported as outstanding as of November 8, 2002 on the issuer’s Form 10-Q for the quarter ended September 30, 2002. Mr. Worley disclaims beneficial ownership of any Shares held by Telecom.

Telecom holds 2,660,999 Shares directly, which represents 5.8% of the 45,562,784 Shares reported as outstanding as of November 8, 2002 on the issuer’s Form 10-Q for the quarter ended September 30, 2002.

For purposes of Section 13(d), both PCGP and PCGPLP may be deemed to beneficially own an aggregate of 2,660,999 Shares held by Telecom where (i) PCGP is the general partner of PCGPLP, and (ii) PCGPLP is the general partner of Telecom. The aggregate of 2,660,999 Shares represents 5.8% of the 45,562,784 Shares reported as outstanding as of November 8, 2002 on the issuer’s Form 10-Q for the quarter ended September 30, 2002. Each of PCGP and PCGPLP disclaim beneficial ownership of any Shares held by Telecom.

SCHEDULE 13D

CUSIP No. 78388J106

Page 7 of 8 Pages

ITEM 5(b).

NUMBER OF SHARES AS TO WHICH PERSON HAS VOTING AND DISPOSITIVE POWER

Item 5(b) is hereby amended and supplemented by replacing the text of Item 5(b) on the Original 13D with the following:

As described in Item 5(a) above, Mr. Worley may be deemed to beneficially own an aggregate of 3,492,400 Shares for purposes of Section 13(d). By virtue of his direct ownership, Mr. Worley has sole voting and dispositive power over 831,401 of the Shares. By virtue of his relationship with the other reporting persons, Mr. Worley may be deemed to have shared voting and dispositive power over the 2,660,999 Shares held by Telecom.

As described in Item 5(a) above, Telecom holds 2,660,999 Shares directly. Also as described above, for purposes of Section 13(d), both PCGP and PCGPLP may be deemed to beneficially own the 2,660,999 Shares held by Telecom. By virtue of the relationship of Telecom, PCGP and PCGPLP, each may be deemed to have shared voting and dispositive power over the 2,660,999 Shares held by Telecom.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: February 21, 2003

Richard B. Worley

Permit Capital Telecom, L.P.

By: Permit Capital GP, L.P., its General Partner

By: Permit Capital GP, Inc., its General Partner

By: */s/ Ronald Reese

Ronald Reese

Vice President

Permit Capital GP, L.P.

By: Permit Capital GP, Inc., its General Partner

By: *

Ronald Reese

Vice President

Permit Capital GP, Inc.

By: *

Ronald Reese

Vice President

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

This Amendment No. 1 signed and filed on behalf of the reporting persons by Permit Capital Telecom, L.P. pursuant to the Joint Filing Agreement a copy of which was filed previously as Exhibit 7(a) to the reporting persons’ 13D filed on February 18, 2003.