AMERICAN TOWER SYSTEMS CORP, S-1/A, 1998-05-08

AMERICAN TOWER SYSTEMS CORP
S-1/A, 1998-05-08
COMMUNICATIONS SERVICES, NEC

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 8, 1998

REGISTRATION NO. 333-50111
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 1

TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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AMERICAN TOWER SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
</TABLE>
DELAWARE 4899 65-0598206
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)

116 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02116
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

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STEVEN B. DODGE
AMERICAN TOWER SYSTEMS CORPORATION
116 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02116
(617) 375-7500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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COPY TO:

NORMAN A. BIKALES, ESQ.
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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PROSPECTUS

[LOGO OF AMERICAN TOWER]

This Prospectus is being furnished to the holders of the 7% Convertible
Exchangeable Preferred Stock, $1,000 liquidation preference (the "Convertible
Preferred"), of American Radio Systems Corporation ("ARS" or "American
Radio"), as evidenced by Depository Shares, each representing ownership of
one-twentieth of a share of Convertible Preferred (the "Depository Shares").
On May ., 1998, a subsidiary of CBS Corporation ("CBS Corporation") was merged
(the "CBS Merger") with and into ARS and ARS became a subsidiary of CBS. In
connection with the CBS Merger, shares of common stock of American Tower
Systems Corporation ("ATS"), which had been a majority-owned subsidiary of
ARS, were distributed to the securityholders of ARS and ATS became a separate,
publicly-held corporation with its Class A Common Stock (the "Class A Common
Stock") listed on the New York Stock Exchange (the "NYSE") under the symbol
"AMT". Prior to such listing, the Class A Common Stock traded on a "when-
issued" basis in the over-the-counter market. The last quoted sale price per
share on May . 1998, the date of the closing of the CBS Merger, was $..

Upon consummation of the CBS Merger, each outstanding share of ARS common
stock (the "ARS Common Stock") was converted into the right to receive (i)
$44.00 in cash and (ii) one share of the common stock of ATS (the "Common
Stock") of the same class as the class of ARS Common Stock surrendered in the
CBS Merger. Prior to the CBS Merger, each share of Convertible Preferred was
convertible into shares of ARS Class A Common Stock at a conversion price of
$42.50 per share of ARS Class A Common Stock, which equals a conversion rate
of 1.1765 shares of ARS Class A Common Stock per Depository Share.
Accordingly, each Depository Share is convertible into $51.766 in cash and
1.1765 shares of Class A Common Stock of ATS. While any Convertible Preferred
will continue to be entitled to receive dividends on the Convertible
Preferred, no interest will accrue on the cash entitled to be received upon
conversion and no dividends on the Class A Common Stock of ATS, to the extent
any are payable to holders on a record date between the date hereof and such
conversion, will be payable to such holders as a result of conversion. Shares
of Class A Common Stock of ATS received upon conversion of the Convertible
Preferred have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), and may be freely transferred by holders who are not
"affiliates" (within the meaning of the Securities Act) of ATS.

As a consequence of the CBS Merger, the ARS Class A Common Stock is no
longer trading on the NYSE, and ARS has deregistered the ARS Class A Common
Stock under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and will no longer file public reports under the Exchange Act.

ALL INFORMATION SET FORTH IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE
REQUIRES, ASSUMES CONSUMMATION OF THE CBS MERGER.

IN REVIEWING THIS PROSPECTUS, HOLDERS OF CONVERTIBLE PREFERRED SHOULD
CAREFULLY CONSIDER THE MATTERS DESCRIBED UNDER THE SECTION ENTITLED "RISK
FACTORS" ON PAGE 12.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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Prospectus dated May ., 1998
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American Tower Systems's principal executive offices are located at 116
Huntington Avenue, Boston, Massachusetts 02116, (617) 375-7500.

ATS will change its name to American Tower Corporation upon consummation of
the ATC Merger. See "Business--Recent Transactions--ATC Merger."

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No person is authorized to give any information or to make any
representation not contained in this Prospectus in connection with ATS or the
Class A Common Stock, and, if given or made, such information or
representation should not be relied upon as having been authorized. This
Prospectus does not constitute an offer to sell, or a solicitation of an offer
to purchase, any securities in any jurisdiction where the offer is not
permitted. Neither the delivery of this Prospectus nor any delivery of Class A
Common Stock, shall, under any circumstances, create any implication that
there has been no change in the information contained herein or in the affairs
of ATS since the date hereof.

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AVAILABLE INFORMATION

American Tower Systems has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-1 (the "Registration
Statement") under the Securities Act with respect to the Class A Common Stock
to be offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement and the exhibits and schedules
thereto. For further information with respect to American Tower Systems and
the securities offered hereby, reference is made to the Registration Statement
and the exhibits and schedules filed therewith. Statements contained in this
Prospectus as to the contents of any contract or any other document to which
reference is made are not necessarily complete, and in each instance reference
is made to the copy of such contract or other document filed as an exhibit to
the Registration Statement, each such statement being qualified in all
respects by such reference. The Registration Statement can be inspected
without charge and copied at the prescribed rates at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, at the Commission's Regional Offices at Seven World
Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission
maintains a Web site; the address of such site is http://www.sec.gov.

ATS is subject to the informational requirements of the Exchange Act and in
accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
filed by ATS can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary
Plaza, Washington, D.C. 20549, and at the Commission's Regional Offices at
Citicorp Center, 500 West Madison, Suite 1400, Chicago, Illinois 60661 and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549,
at prescribed rates. The Company's Class A Common Stock is listed on the New
York Stock Exchange, and such reports, proxy statements and certain other
information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 1005.

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The information with respect to ATS gives effect to all acquisitions which
have been consummated since January 1, 1997 or which are subject to a binding
agreement (the "Recent Transactions"), except as otherwise explained. The
Unaudited Pro Forma Condensed Consolidated Financial Statements of American
Tower Systems (and certain other pro forma financial information) give effect
only to the more significant acquisitions. All percentages of total voting
power set forth in this Prospectus are based on shares outstanding as of April
6, 1998, and do not give effect to subsequent conversions, if any, of Class B
Common Stock or Class C Common Stock into Class A Common Stock, or conversions
of Class B Common Stock or Class C Common Stock of ARS into Class A Common
Stock of ARS.

For information with respect to American Radio, see its Form 10-K for the
years ended December 31, 1997 included as Appendix A to this Prospectus (the
"ARS 10-K").

As used in this Prospectus, (a) the "Company", "American Tower Systems" and
"ATS" mean American Tower Systems Corporation, (b) "ATC" means American Tower
Corporation, (c) "ATC Merger" means the merger of ATC into ATS, (d) "American
Radio" or "ARS" means American Radio Systems Corporation, (e) "CBS" means CBS
Corporation, (f) "CBS Merger" means the merger of a subsidiary of CBS into
ARS, (g) "ATSI" means American Tower Systems (Delaware), Inc., a wholly-owned
subsidiary of ATS and one of the two operating subsidiaries of ATS, (h)
"ATSLP" means American Tower Systems, L.P., an indirect wholly-owned
subsidiary of ATS, which conducts all of the business of ATS other than that
conducted by ATSI, (i) "Operating Subsidiary" means each of ATSI and ATSLP and
(j) "ATS Pro Forma Transactions" include, among other things, seven major
acquisitions but does not include all Recent Transactions (see Note (2) under
"Selected Financial Data"). References to ATS include ATS and its consolidated
subsidiaries, including ATSI and ATSLP, unless the context otherwise requires.

Some of the statements contained in this Prospectus under "Prospectus
Summary", "Risk Factors", "Management's Discussion and Analysis of Financial
Condition and Results of Operations", "Industry Overview" and "Business" are
forward-looking. They include statements concerning (a) growth strategy, (b)
liquidity and capital expenditures, (c) construction and acquisition
activities, (d) debt levels and ability to obtain financing and service debt,
(e) competitive conditions in the communications site as well as in the
wireless carrier industries, (f) regulatory matters affecting the
communications site industry, (g) projected growth of the wireless
communications industry, and (h) general economic conditions. Actual results
may differ materially from those suggested by the forward-looking statements
for various reasons, including those discussed under "Risk Factors".

TABLE OF CONTENTS

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PAGE
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<S> <C>
Available Information.................................................... i
Prospectus Summary....................................................... 3
Risk Factors............................................................. 12
Market Prices and Dividend Policy........................................ 19
Capitalization........................................................... 20
Unaudited Pro Forma Condensed Consolidated Financial Statements of Ameri-
can Tower Systems....................................................... 21
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 28
Industry Overview........................................................ 36
Business................................................................. 39
Management............................................................... 52
Principal Stockholders................................................... 58
Conversion of Convertible Preferred ..................................... 61
Relationship between ATS and ARS......................................... 62
Certain Federal Income Tax Considerations................................ 67
Indebtedness of American Tower Systems................................... 68
Description of Capital Stock............................................. 70
Shares Eligible for Future Sale.......................................... 75
Validity of the Shares................................................... 76
Experts.................................................................. 76
Index to Financial Statements............................................ F-1
Financial Statements..................................................... F-3
Appendix A--American Radio 1997 Form 10-K................................ A-1
</TABLE>

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this Prospectus.
It is not complete and may not contain all of the information to be considered
before investing in the Class A Common Stock. Investors should read the entire
Prospectus carefully, including the "Risk Factors" section and the pro forma
financial information and the financial statements and the notes to those
statements. The information with respect to ATS gives effect to all
acquisitions which have been consummated since January 1, 1997 or which are
subject to a binding agreement, except as otherwise explained. All information
in this Prospectus, except as otherwise explained, gives effect to the
consummation of the CBS Merger.

AMERICAN TOWER SYSTEMS

GENERAL

American Tower Systems is a leading independent owner and operator of
communications towers in the United States. As a consequence of its current
industry position and experience, ATS believes it is favorably positioned to
capitalize on the growth opportunities inherent in a rapidly expanding and
highly fragmented communications site industry. Since its organization in 1995,
ATS has grown, predominantly through acquisitions, to a company operating more
than 1,750 towers in 44 states and the District of Columbia. Although it
intends to pursue strategic acquisitions, ATS plans to focus on tower
construction and to build or commence construction of approximately 550 towers
in 1998, at an estimated aggregate cost of approximately $110.0 million. For
the year ended December 31, 1997, giving effect to the ATS Pro Forma
Transactions, ATS had net revenues and EBITDA of $94.9 million and $40.2
million, respectively.

ATS's primary business is the leasing of antennae sites on multi-tenant
towers for a diverse range of wireless communications industries, including
personal communications services ("PCS"), cellular, enhanced specialized mobile
radio ("ESMR"), specialized mobile radio, paging and fixed microwave, as well
as radio and television broadcasters. ATS also offers its customers a broad
range of network development services, including network design, site
acquisition, zoning and other regulatory approvals, tower construction and
antennae installation. ATS intends to expand these services and to capitalize
on its relationships with its wireless customers through major projects to
construct towers for them that ATS will own and operate. ATS is also engaged in
the video, voice and data transmission business, which it currently conducts in
the New York City to Washington, D.C. corridor and in Texas.

ATS is geographically diversified with significant networks of communications
towers throughout the United States. Its largest networks are in California,
Florida and Texas, and it owns and operates or is constructing tower networks
in numerous cities, including Albuquerque, Atlanta, Austin, Baltimore, Boston,
Dallas, Jacksonville, Kansas City, Los Angeles, Miami-Ft. Lauderdale,
Minneapolis, Nashville, New York, Philadelphia, Sacramento, San Antonio, San
Diego, San Francisco, Tucson, Washington, D.C. and West Palm Beach.

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marketing techniques; (ii) to expand its tower construction activities,
principally through build to suit projects; and (iii) to pursue strategic
acquisitions, designed principally to facilitate entry into new geographic
markets and to complement the construction program.

ATS's growth strategy is designed to capitalize on the rapid growth taking
place in the wireless communications industry. ATS believes that the increase
in demand for wireless communications is attributable to a number of factors,
including the increasing mobility of the U.S. population and the growing
awareness of the benefits of mobile communications, technological advances in
communications equipment, decreasing costs of wireless services, favorable
changes in telecommunications regulations, and business and consumer
preferences for higher quality voice and data transmission. This demand has
prompted the issuance of new wireless network licenses, including those for
certain new higher frequency technologies (such as PCS and ESMR) that have a
reduced cell range and thus require a more dense network of towers. Because of
the anticipated increase in the demand for these new technologies, as well as
the expansion of other wireless services (including cellular and paging), ATS
expects that construction of new wireless networks will increase substantially
over the next several years.

In addition to such favorable growth and outsourcing trends, management
believes that ATS will benefit from several communications site industry
characteristics, including: (i) a recurring and growing revenue stream; (ii)
low tenant "churn"; (iii) a diversified customer base, principally of national
companies; (iv) favorable tower cash flow margins; (v) low on-going capital
maintenance requirements; (vi) local government and environmental initiatives
which promote increased antennae co-location; and (vii) consolidation
opportunities in a highly fragmented industry.

GROWTH STRATEGY

ATS's objective is to enhance its position as a leading U.S. provider of
communications site and network development services to the wireless
communications and broadcasting industries. ATS's growth strategy consists of
the following principal elements:

Internal Growth through Sales, Service and Capacity Utilization. Management
believes that a substantial opportunity for profitable growth exists by
maximizing the utilization of existing and future towers. Because the costs
of operating a site are largely fixed, increasing tower utilization
significantly improves tower operating margins. ATS intends to use targeted
sales and marketing techniques to increase utilization on both existing and
newly constructed towers and to maximize investment returns on acquired
towers with underutilized capacity.

Growth by Construction. Management intends to focus on new tower
development for the foreseeable future. ATS believes that attractive
investment returns can be achieved by constructing new tower networks in
and around markets in which it already has a presence, along major
highways, and in targeted new markets, particularly markets that have not
been significantly built out by carriers or other communications site
companies. By working with one or more "anchor" tenants, ATS will seek to
develop an overall master plan for a particular network. This strategy
serves to minimize, to some extent, the risks associated with the

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investment. Strategic acquisitions will also be pursued to fill out or, in
certain cases, initiate a tower network. Management also intends to pursue
new tower construction to service the demand for digital television and for
tower space for radio antennae displaced by digital television
requirements. Over time, management believes that more than half of its
towers will result from new construction, with the vast majority of these
designed to serve the wireless communications industry.

The ability to obtain, and commit to, large new construction projects
will require significant financial resources. Management believes that its
cost of capital, relative to the cost of capital of its competitors, will
be an important factor in determining the success of its growth by
construction strategy. Based on its previous capital market transactions,
management believes that it has a good reputation in the financial
community that will help it raise capital on the favorable terms necessary
to finance its growth. However, there can be no assurance that funds will
be available to ATS on such terms.

During 1997, ATS (including ATC and other acquired companies) built or
had under construction approximately 240 towers, including those
constructed for and owned by third parties. During 1998, ATS (including ATC
and other acquired companies) plans to build or commence construction of a
minimum of 550 towers (most of which are on a build to suit basis) at an
estimated aggregate cost of approximately $110.0 million. Included in such
plans is a contract that ATS is actively negotiating with a wireless
service company to provide more than 200 towers (of which more than 160
would be new construction) for an estimated cost of approximately $32.0
million. In addition, ATS is seeking other build to suit projects, although
there can be no assurance that any definitive agreements will result.

Growth by Acquisition. ATS has achieved a leading industry position
primarily through acquisitions, and intends to continue to pursue strategic
acquisitions of communications sites in new and existing markets, including
possibly non-U.S. markets. ATS also intends to pursue, on a selective
basis, the acquisition of site acquisition companies and providers of
video, voice and data transmission services. ATS may also pursue
acquisitions related to the communications site industry, including
companies engaged in the tower fabrication business.

HISTORY OF ATS

In early 1995, Steven B. Dodge, Chairman of the Board, President and Chief
Executive Officer of American Radio, and other members of management,
recognized the opportunity in the communications site industry as a consequence
of ARS's ownership and operation of broadcast towers. ATS was formed in July
1995 to capitalize on this opportunity. ATS's 1996 acquisition program was
modest, entailing the acquisition of approximately 15 communications sites and
businesses managing approximately 250 sites for others, for an aggregate
purchase price of approximately $21.0 million. Since January 1, 1997, ATS has
acquired more than 550 communications sites and its site acquisition and voice,
video and data transmission businesses.

RECENT TRANSACTIONS

ATC Merger. On December 12, 1997, ATS entered into a merger agreement with
ATC, pursuant to which ATC will merge into ATS (the "ATC Merger"). Consummation
of the ATC Merger is expected to occur in the Spring of this year. ATC is a
leading independent owner and operator of wireless communications towers with
approximately 900 towers (including pending acquisitions of approximately 60
towers) in 32 states, of which approximately 125 towers are managed for a third
party owner. ATC owns and operates towers in 45 of the top 100 metropolitan
statistical areas in the United States and has clusters of towers in cities
such as Albuquerque, Atlanta, Baltimore, Dallas, Houston, Jacksonville, Kansas
City, Minneapolis, Nashville and San Antonio. ATC's customers include Bell
South Mobility, CSX Transportation, GTE Mobilnet, Houston Cellular, Nextel,
PageMart, PageNet, SBC Communications, Shell Offshore, Sprint PCS and various
federal and local government agencies. For the year ended December 31, 1997,
ATC had net revenues and EBITDA of $20.0 million and $12.7 million,
respectively. ATS will issue approximately 30.0 million shares of Class A
Common Stock (including

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shares issuable upon exercise of options) pursuant to the ATC Merger. Such 30.0
million shares will represent approximately 35% of ATS's pro forma number of
shares of outstanding Common Stock (giving effect to the exercise of all
options now outstanding, but not the issuance of shares pursuant to the
acquisitions described in the following paragraph). See "Business--Recent
Transactions--ATC Merger".

Pending Acquisitions. ATS is a party to several other pending transactions
involving the acquisition of: (i) the assets relating to a teleport serving the
Washington, D.C. area for approximately $30.5 million in cash, (ii) a
broadcasting tower in the Boston area for 720,000 shares of Class A Common
Stock, (iii) the 58 towers of an existing joint venture in which ATS owns a 70%
interest ("ATS/PCS, LLC"), for a number of shares of Class A Common Stock which
is being negotiated, and (iv) a company which is in the process of constructing
approximately 40 towers in the Tampa, Florida area for a purchase price
(payable, at the option of the seller, to the extent of not less than 50.1% in
shares of Class A Common Stock valued at the time of closing and the balance in
cash) equal to the excess of (a) ten (10) times the annualized operating cash
flow of those towers at the time of closing (estimated for the Spring of 1999)
over (b) the seller's aggregate indebtedness for money borrowed at such time.
See "Business--Recent Transactions--Pending Acquisitions".

CBS Merger. In December 1997, American Radio entered into an amended and
restated merger agreement (the "CBS Merger Agreement") pursuant to which a
subsidiary of CBS was merged into American Radio on May . , 1998. As a
consequence of the consummation of the CBS Merger, all of the shares of ATS
owned by ARS were or will be distributed to ARS common stockholders and holders
of options to acquire ARS Common Stock or upon conversion of shares of
Convertible Preferred. As a consequence of the CBS Merger, ATS ceased to be a
subsidiary of, or to be otherwise affiliated with American Radio and is
currently operating as an independent publicly traded company. Pursuant to the
provisions of the CBS Merger Agreement, ATS entered into an agreement (the
"ARS-ATS Separation Agreement") with CBS and ARS providing for, among other
things, the orderly separation of ARS and ATS, the allocation of certain tax
liabilities to ATS, certain closing date adjustments relating to ARS, the lease
to ARS by ATS of space on certain towers previously owned by ARS and
transferred to ATS, and certain indemnification obligations (including with
respect to securities laws matters) of ATS.

ATS's principal obligation is to reimburse CBS on a "gross-up" (after tax)
basis for the tax liabilities in excess of $20.0 million to be incurred by ARS
attributable to the distribution of the Common Stock to the ARS security
holders and certain related transactions. In light of the significant increase
in the trading levels of the Class A Common Stock, ATS and CBS agreed that ARS
will treat the distribution on its tax return on a more conservative basis than
originally contemplated in order to avoid the possibility of significant
interest and penalties for which ATS would be responsible. Assuming the "fair
market value" of ARS's stock interest in ATS was equal to $23.00 per share, the
last reported sale price of such stock in the "when-issued" market on April 30,
1998, the total estimated tax reimbursement ATS would be required to make would
be between approximately $315.0 and $345.0 million, depending on applicable
state tax rates. Such estimate gives effect to deductions of approximately
$93.0 million, based on such closing price, available to ARS as a consequence
of stock option cancellations contemplated by the CBS Merger. The tax
reimbursement would change by between approximately $20.5 and $22.5 million,
again depending on applicable state tax rates, for each $1.00 change in the
"fair market value" of the Common Stock under the tax reporting position to be
followed. The estimates described above are based on a number of assumptions
and interpretations of various applicable income tax rules and are subject to
change.

ARS has agreed that it will pursue, for the benefit and at the cost of ATS, a
refund claim, attributable to the foregoing "gross-up" provision, estimated at
approximately $90.0 million, based on the assumed "fair market value" set forth
above. Any such refund claim will, in fact, be based on the actual amount of
tax paid. In light of existing tax law, there can, of course, be no assurance
that any such refund claim will be successful. For information with respect to
possible challenges by the Internal Revenue Service (or other taxing
authorities) to ATS's positions with respect to such tax liability, see "Risk
Factors--Relationship Between ATS and ARS--Certain Contingent Liabilities" and
"Relationship Between ATS and ARS".

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ARS and CBS have, subject to certain limitations, agreed that in computing
the amount of taxable gain that is recognized by ARS in connection with the
distribution of the Common Stock, ARS shall, if so requested by ATS, report the
amount so realized based on the "fair market value" of such stock as determined
based on an appraisal prepared by a mutually agreed upon appraiser. Any such
appraisal is not, of course, binding on the Internal Revenue Service or other
taxing authorities.

In connection with an inter-corporate taxable transfer of assets entered into
in January 1998 by ATS in contemplation of the separation of ATS and ARS, a
portion of the tax with respect to which ATS is obligated to indemnify CBS was
incurred. Such transfer resulted in an increase in the tax bases of ATS's
assets of approximately $330.0 million. ATS will have potential depreciation
and amortization deductions over the next 15 years of $22.0 million per year
and recorded a deferred tax asset of approximately $125.0 million to reflect
this.

The ARS-ATS Separation Agreement provides for closing date balance sheet
adjustments based upon the working capital (current assets less defined
liabilities) and specified debt levels of ARS. ATS will benefit from or bear
the cost of such adjustments. ATS's preliminary estimate of such adjustments is
that it will not be required to make a payment of more than $20.0 million and
that, in addition, it will be required to reimburse CBS for the tax
consequences of any such payment which would result in additional liability to
ATS of approximately $13.0 million (assuming a $20.0 million adjustment
payment) under the tax reporting method to be followed and as to which a refund
claim will be filed. Since the amounts of working capital and debt are
dependent upon the uncertainty, among other things, of recent operating results
and cash capital expenditures, as well as CBS Merger expenses, ATS is unable to
state definitively what payments, if any, will be owed by ATS to CBS. See
"Relationship Between ATS and ARS--Closing Date Adjustments".

In May 1998, ATS received a commitment from a major investment banking firm
with respect to a preferred stock financing (the "Interim Financing") which
provides for the issuance and sale by ATS of up to $400.0 million of preferred
stock (the "Interim Preferred Stock"). ATS plans to draw on such commitment and
sell Interim Preferred Stock to finance its obligation to CBS with respect to
tax reimbursement. See "Description of Capital Stock--Senior Preferred Stock."
Consummation of the Interim Financing is subject to the negotiation and
execution of a definitive preferred stock purchase agreement (the "Interim
Financing Agreement") and satisfaction of the closing conditions to be set
forth therein. ATS intends to redeem the Interim Preferred Stock out of the
proceeds of a public offering of Class A Common Stock to be registered under
the Securities Act if, as ATS expects, the tax reimbursement is due prior to
the consummation of such public offering. In the unlikely event the Interim
Preferred Stock is not issued, such public offering proceeds would be used
directly to reimburse CBS for such tax liability. Any remaining proceeds are
intended to be used to fund any closing date balance sheet adjustments (or
repay bank borrowings incurred for such purpose) and to pay the expenses of the
Interim Financing. Any public offering would have a dilutive effect on ATS's
then existing stockholders, particularly since the proceeds will be used to
satisfy a liability and not to finance the acquisition of a revenue producing
property. Further, any public offering would be subject to market conditions
and other factors. There can be no assurance that any such financing would be
available on terms favorable to ATS.

MANAGEMENT

The senior management of American Tower Systems consists of the following
senior executive officers: Steven B. Dodge, Chairman of the Board of Directors,
President and Chief Executive Officer; Douglas Wiest, Chief Operating Officer;
Joseph L. Winn, Treasurer, Chief Financial Officer; James S. Eisenstein,
Executive Vice President--Corporate Development; J. Michael Gearon, Jr.,
Executive Vice President of ATS, president of Gearon Communications, the site
acquisition and development division of ATS, and a director; and Alan L. Box,
Executive Vice President responsible for the video, voice and data transmission
business of ATS and a director. ATS is managed through a central headquarters
in Boston, but relies on four regional offices (located in Atlanta, Boston,
Houston and the San Francisco Bay area) for marketing, operations and site
management.

7
<PAGE>

RISK FACTORS

For a discussion of certain risks investors should consider before investing
in the Class A Common Stock, see "Risk Factors".

DIVIDEND POLICY

ATS does not intend to pay cash dividends on Common Stock. Moreover, ATS's
existing credit facility ("the Loan Agreement") restricts, and the proposed new
loan agreements will prohibit, the payment of cash dividends.

8
<PAGE>

SELECTED FINANCIAL DATA

The following Selected Financial Data of American Tower Systems has been
derived from the consolidated financial statements of American Tower Systems
included elsewhere in this Prospectus. The Selected Financial Data should be
read in conjunction with American Tower Systems's audited financial statements
and the notes thereto and with "Management's Discussion and Analysis of
Financial Condition and Results of Operations". The pro forma financial data
with respect to the year ended December 31, 1997 included below reflects
certain adjustments, as explained elsewhere in this Prospectus, and therefore
any comparison of such pro forma financial data with the Selected Financial
Data appearing below for periods prior to 1997 is inappropriate. Such pro forma
financial data for the year ended December 31, 1997 gives effect to the ATS
Pro Forma Transactions and the CBS Merger, as described in the Notes to
Unaudited Pro Forma Condensed Consolidated Statements of Operations of American
Tower Systems. The ATS Pro Forma Transactions do not include all Recent
Transactions or pending construction. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

The historical financial data presented below reflects periods during which
ATS did not operate as an independent company. Therefore, such data may not
reflect the results of operations or the financial condition which would have
resulted if ATS had operated as a separate, independent company during such
periods, and is not necessarily indicative of ATS's future results of
operations or financial condition.

"Tower Cash Flow" means operating income (loss) before depreciation and
amortization and corporate general and administrative expenses. "EBITDA" means
operating income (loss) before depreciation and amortization. "After-tax cash
flow" means income (loss) before extraordinary items, plus depreciation and
amortization, less preferred stock dividends. All of such terms include
deferred revenue attributable to certain leases. See Consolidated Statements of
Cash Flow of American Tower Systems and Notes to Consolidated Financial
Statements of American Tower Systems. ATS does not consider Tower Cash Flow,
EBITDA and after-tax cash flow as, nor should they be considered in isolation
from, or as a substitute for, alternative measures of operating results or cash
flow from operating activities (as determined in accordance with generally
accepted accounting principles) or as a measure of ATS's profitability or
liquidity. Although these measures of performance are not calculated in
accordance with generally accepted accounting principles, ATS has included them
because many of them are widely used in the communications site industry as a
measure of a company's operating performance. More specifically, ATS believes
they can assist in comparing company performance on a consistent basis without
regard to depreciation and amortization, which can vary significantly depending
on accounting methods (particularly where acquisitions are involved) or non-
operating factors such as historical cost bases. Tower Cash Flow also excludes
the effect of corporate general and administrative expenses, which generally do
not relate directly to communications site performance.

9
<PAGE>

SELECTED FINANCIAL DATA(1)

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1997
-----------------------
JULY 17, 1995 YEAR ENDED
THROUGH DECEMBER 31,
DECEMBER 31, 1995 1996 HISTORICAL PRO FORMA(2)
----------------- ------------ ---------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net operating revenues.. $ 163 $2,897 $ 17,508 $ 94,922
Operating expenses:
Operating expenses
excluding
depreciation,
amortization and
corporate general and
administrative........ 60 1,362 8,713 50,182
Depreciation and amor-
tization.............. 57 990 6,326 54,865
Corporate general and
administrative........ 230 830 1,536 4,536
----- ------ -------- --------
Total operating ex-
penses................ 347 3,182 16,575 109,583
----- ------ -------- --------
Operating income
(loss)................. (184) (285) 933 (14,661)
Interest expense, net... -- (36) 2,789 64,732
Other expense (income).. -- -- 15 15
Minority interest in net
earnings of subsidiar-
ies(3)................. -- 185 178 178
----- ------ -------- --------
Loss before income tax-
es..................... (184) (434) (2,049) (79,586)
Benefit (provision) for
income taxes........... 74 (46) 473 5,935
----- ------ -------- --------
Loss before extraordi-
nary item ............. $(110) $ (480) $ (1,576) $(73,651)
===== ====== ======== ========
Basic and diluted loss
per common share before
extraordinary item(4).. $ (0.03) $ (0.95)
======== ========
Basic and diluted pro
forma common shares
outstanding............ 48,692 77,484
======== ========
OTHER OPERATING DATA:
Tower cash flow......... $ 103 $1,535 $ 8,795 $ 44,740
EBITDA.................. (127) 705 7,259 40,204
EBITDA margin........... (N/A) 24.3% 41.5% 42.4%
After-tax cash flow..... (53) 510 4,750 (18,786)
Cash provided by (used
for) operating activi-
ties................... (51) 2,229 9,913 --
Cash used for investing
activities............. -- -- (216,783) --
Cash provided by financ-
ing activities......... 63 132 209,092 --
</TABLE>

<TABLE>
<CAPTION>
1995 1996 1997 1998(5)
---- ---- ---- -------
<S> <C> <C> <C> <C>
TOWER DATA(5):
Towers operated at beginning of period................... -- 3 269 671
Towers acquired(6)...................................... 3 265 321 1,050
Towers constructed...................................... -- 1 81 63
--- --- --- -----
Towers operated at end of period......................... 3 269 671 1,784
=== === === =====
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1997
-----------------------
HISTORICAL PRO FORMA(2)
---------- ------------
(IN THOUSANDS)
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents............................. $ 4,595 $ 5,591
Working capital deficiency, excluding current portion
of long-term debt and interim preferred stock........ 2,209 5,469
Interim preferred stock, due within one year.......... -- 356,000
Property and equipment, net........................... 117,618 260,096
Total assets.......................................... 255,356 887,004
Long-term debt, including current portion............. 90,177 184,211
Total stockholders' equity............................ 153,207 329,053
</TABLE>

10
<PAGE>

- --------
(1) ATSI was organized on July 17, 1995 and American Radio contributed all of
the issued and outstanding capital stock of ATSI to ATS on September 24,
1996. Year-to-year comparisons are significantly affected by the timing of
acquisitions of communications sites and related businesses and
construction of towers, both of which have been numerous during the period.
The principal acquisitions made in 1996 and 1997 are described in
"Business--Recent Transactions" and the Consolidated Financial Statements
of American Tower Systems.

(2) The unaudited pro forma Statement of Operations Data and Other Operating
Data for the year ended December 31, 1997 give effect to the ATS Pro Forma
Transactions and the CBS Merger, as if each of the foregoing had occurred
on January 1, 1997. The unaudited pro forma Balance Sheet Data as of
December 31, 1997 gives effect to those ATS Pro Forma Transactions not then
consummated (all of them except the Meridian, Diablo and MicroNet
Transactions) and the CBS Merger, as if each of the foregoing had occurred
on December 31, 1997. The term "ATS Pro Forma Transactions" means the
Meridian Transaction, the Diablo Transaction, the MicroNet Transaction, the
Tucson Transaction, the Gearon Transaction, the OPM Transaction, the ATC
Merger, consummation of transactions contemplated by the Stock Purchase
Agreement, and the transfer of towers (the "Transfer of Towers") from ARS
to ATS. It does not include all of the Recent Transactions or pending
construction. See "Business--Recent Transactions" and "Unaudited Pro Forma
Condensed Consolidated Financial Statements of American Tower Systems".

(3) Represents the elimination of the 49.9% member's earnings of ATS Needham,
LLC, in which ATSLP holds a 50.1% interest and the elimination of the 30%
member's loss of ATS/PCS, LLC (formerly Communications Systems Development
LLC), in which ATSLP holds a 70% interest.
(4) Pro forma basic and diluted loss per share has been computed using (a) in
the case of historical information, the number of shares outstanding
following the CBS Merger and (b) in the case of pro forma information, the
number of shares expected to be outstanding following the CBS Merger and
the transactions discussed in Note 2 above and the Notes to the Unaudited
Pro Forma Condensed Consolidated Statement of Operations.

(5) Includes information with respect to ATS only and is for the year shown,
except 1998, which is as of April 1 and assumes consummation of all Recent
Transactions then pending (including those of ATC), but does not include
towers then under construction by ATS.
(6) Includes towers managed for others (including rooftops), the management
contracts for which were acquired, as follows; 1996--251 (217); 1997--86
(35); and 1998--155 (27).

11
<PAGE>

RISK FACTORS

Investors should consider carefully the following factors, in addition to
the other information contained in this Prospectus, before purchasing the
securities offered hereby.

RELATIONSHIP BETWEEN ATS AND ARS--CERTAIN CONTINGENT LIABILITIES

The ARS-ATS Separation Agreement requires ATS to reimburse CBS on a "gross-
up" (after tax) basis for the tax liabilities to be incurred by ARS
attributable to the distribution of the Common Stock to the ARS security
holders and certain related transactions to the extent that the aggregate
amount of taxes required to be paid by ARS exceeds $20.0 million. The amount
of that tax liability is dependent on the "fair market value" of the Class A
Common Stock at the time of the consummation of the CBS Merger. In light of
the significant increase in the trading levels of the ATS Class A Common
Stock, ATS and CBS agreed that ARS will treat the distribution on its tax
return on a more conservative basis than originally contemplated in order to
avoid the possibility of significant interest and penalties for which ATS
would be responsible. Assuming the "fair market value" of ARS's stock interest
in ATS was equal to $23.00 per share, the last reported sale price of such
stock in the when-issued market on April 30, 1998, the total estimated tax
reimbursement ATS would be required to make would be between approximately
$315.0 and $345.0 million, depending on applicable state tax rates. Such
estimate gives effect to deductions of approximately $93.0, based on such
closing price, available to ARS as a consequence of stock option cancellations
contemplated by the CBS Merger. The tax reimbursement would change by between
approximately $20.5 and $22.5 million, again depending on applicable state tax
rates, for each $1.00 change in the "fair market value" of the Common Stock
under the tax reporting position to be followed. The estimates described above
are based on a number of assumptions and interpretations of various applicable
income tax rules and are subject to change.

ARS has agreed that it will pursue, for the benefit and at the cost of ATS,
a refund claim, attributable to the "gross-up" provision, estimated at
approximately $90.0 million based on the assumed "fair market value" set forth
above. Any such refund claim will, in fact, be based on the actual amount of
taxes paid. In light of existing tax law, there can, of course, be no
assurance that any such refund claim will be successful. See "Relationship
Between ATS and ARS--Sharing of Tax and Other Consequences".

Prospective investors should be aware that the Internal Revenue Service (or
other taxing authorities) could challenge the factual or legal basis on which
the estimates set forth above are based. For example, the Internal Revenue
Service (or other taxing authorities) could assert that the "fair market
value" of the Common Stock distributed by ARS was greater than the trading
price, basing such challenge on an assertion that the trading levels of the
Common Stock following the consummation of the CBS Merger were higher, or that
the distribution represented a "control" block and therefore commanded a
"premium" or that the "enterprise" value of ATS exceeded the aggregate market
value. ATS will be responsible for the cost of defending any such challenge
and any additional tax (including any interest and penalties) payable as a
consequence of any such challenge sustained by a court.

The ARS-ATS Separation Agreement also provides for closing date balance
sheet adjustments based upon the working capital (current assets less defined
liabilities) and specified debt levels of ARS. ATS will benefit from or bear
the cost of such adjustments. ATS's preliminary estimate of such adjustments
is that it will not be required to make a payment of more than $20.0 million
and that, in addition, it will be required to reimburse CBS for the tax
consequences of any such payment which would result in additional liability of
ATS of approximately $13.0 million (assuming a $20.0 million adjustment
payment) under the tax reporting method to be followed and as to which a
refund claim will be pursued. Since the amounts of working capital and debt
are dependent upon the uncertainty, among other things, of recent operating
results and cash capital expenditures as well as CBS Merger expenses, ATS is
unable to state definitively what payments, if any, will be owed by ATS. See
"Relationship Between ATS and ARS--Closing Date Adjustments" and the ARS 10-K
attached hereto as Appendix A.

12
<PAGE>

For information with respect to ATS's financing plans relating to the tax
reimbursement and closing date balance sheet adjustments obligations, see "--
Substantial Capital Requirements and Leverage" below.

The ARS-ATS Separation Agreement also provides for the leasing by ATS to ARS
of space (at below market rentals negotiated with CBS in September 1997) on 16
towers previously owned by ARS and transferred or to be transferred by ARS to
ATS. See "Relationship Between ATS and ARS--Lease Arrangements".

SUBSTANTIAL CAPITAL REQUIREMENTS AND LEVERAGE

ATS's acquisition and construction activities have created and will continue
to create substantial ongoing capital requirements. During 1997, ATS made
capital investments aggregating approximately $184.1 million for acquisitions
and approximately $20.6 million for capital expenditures and tower
construction, including site upgrades. ATS currently has under construction or
plans to construct during 1998 approximately 550 towers at an estimated
aggregate cost of approximately $110.0 million, including a contract presently
being negotiated with a wireless service company to provide more than 200
towers (of which more than 160 will be newly constructed) in 1998, for an
estimated cost of approximately $32.0 million. In addition, ATS is actively
seeking other major build to suit projects. Historically, ATS has financed its
capital expenditures through a combination of bank borrowings, equity
investments by ARS, and cash flow from operations. As of December 31, 1997, on
a pro forma basis giving effect to all then or currently pending Recent
Transactions and the Stock Purchase Agreement (but not planned construction),
ATS would have had aggregate borrowings of approximately $363.6 million and
obligations under the ARS-ATS Separation Agreement with respect to tax
reimbursement and closing date balance sheet adjustment as described elsewhere
in this Prospectus. See "--Relationship between ATS and ARS--Certain
Contingent Liabilities" above.

ATS expects that it will continue to be required to borrow funds to finance
construction and, to a lesser extent, acquisitions and that it will operate
with substantial leverage. If ATS's revenues and cash flow do not meet current
expectations, or if its borrowing base is reduced as a result of operating
performance, ATS may have limited ability to access necessary capital. If such
cash flow is not sufficient to meet its debt service requirements, ATS could
be required to sell equity or debt securities, refinance its obligations or
dispose of certain of its operating assets in order to make scheduled
payments. There can be no assurance that ATS would be able to effect any such
transactions on favorable terms.

ATS is in the process of negotiating amended loan agreements (the "New
Credit Facilities") with its senior lenders, pursuant to which the existing
maximum borrowing of the Operating Subsidiaries would be increased from $400.0
million to $900.0 million, subject to compliance with certain financial
ratios, and ATS (the parent holding company) would be able to borrow an
additional $150.0 million. ATS's existing and proposed loan agreements include
certain financial and operational covenants and other restrictions which must
be satisfied. Included among such provisions are limitations on additional
indebtedness, capital expenditures, uses of borrowed funds, permitted
investments, and cash distributions. Such agreements also require the
maintenance of certain financial ratios. The obligations of the borrowers
under the existing and proposed loan agreements are and will be
collateralized, among other things, by a first priority security interest in
substantially all of the operating assets and property of the consolidated
group. There can be no assurance that the New Credit Facilities will be
executed on terms satisfactory to ATS.

Assuming the execution of the New Credit Facilities on the basis described
in the preceding paragraph, management believes that ATS will have the funds
necessary to finance current construction plans and to consummate pending
acquisitions. Should additional substantial acquisition or construction
opportunities become available, however, ATS might require additional
financing during 1998. Any such financing could take the form of an increase
in the maximum borrowing levels under the proposed loan agreements (which
would be dependent on the ability to meet certain leverage ratios), the
issuance of debt or senior equity securities (which could have the effect of
increasing consolidated leverage ratios) or Class A Common Stock, convertible
securities or warrants (which would have a dilutive effect on the
proportionate ownership of ATS of its then existing common stockholders).
There can be no assurance that any such debt or equity financing would be
available on favorable terms.

13
<PAGE>

ATS's existing and proposed loan agreements will not be sufficient to
finance ATS's obligations to reimburse ARS for the tax liabilities pursuant to
the provisions of the ARS-ATS Separation Agreement. ATS intends to finance its
obligations initially through the proceeds of the sale of the Interim
Preferred Stock. There can, of course, be no assurance that ATS will be able
to satisfy all of the conditions to closing set forth in the commitment for
the Interim Financing. ATS presently intends to redeem the Interim Preferred
Stock out of the proceeds of a public offering of Class A Common Stock to be
registered under the Securities Act if, as ATS expects, the tax reimbursement
is due prior to the consummation of such public offering. In the unlikely
event the Interim Preferred Stock is not issued, such public offering proceeds
would be used directly to reimburse CBS for such tax liability. Any remaining
proceeds are intended to be used to fund any closing date balance sheet
adjustments (or repay bank borrowings incurred for such purposes) and to pay
the expenses of the Interim Financing. Any public offering would have a
dilutive effect on ATS's then existing stockholders, particularly since the
proceeds will be used to satisfy a liability and not to finance the
acquisition of a revenue producing property. Further, any public offering
would be subject to market conditions and other factors. There can be no
assurance that any such financing would be available on terms favorable to
ATS. See "Prospectus Summary--American Tower Systems--Recent Transactions--CBS
Merger."

DEPENDENCE ON DEMAND FOR WIRELESS COMMUNICATIONS AND IMPLEMENTATION OF DIGITAL
TELEVISION

The demand for rental space on ATS's towers is dependent on a number of
factors beyond ATS's control. Such factors include the demand for wireless
services by consumers, the financial condition and access to capital of
wireless service providers, wireless service providers' preference for owning
or leasing their communications sites, government licensing of broadcast
rights, changes in Federal Communication Commission ("FCC") regulations,
zoning and environmental regulations, and general economic conditions. A
slowdown in the growth of wireless communications in the United States would
depress network expansion activities and reduce the demand for ATS's antennae
sites. In addition, the demand for ATS's antennae sites could be adversely
affected by factors such as a downturn in a particular wireless segment, or of
the number of carriers, nationally or locally, in a particular segment. Such a
downturn could result from technological or other competition or other factors
beyond the control of ATS. In addition, wireless service providers often enter
into "roaming" and "resale" arrangements that permit providers to serve
customers in areas where they do not have facilities. Specifically, in most
cases, these arrangements are intended to permit a provider's customers to
obtain service in areas outside the provider's license area or, in the case of
resale arrangements, to permit a provider that has no licenses to enter the
wireless marketplace. Current FCC rules, which are subject to sunset
requirements that vary from service to service and market to market, also give
licensed wireless service providers the right to enter into roaming and resale
arrangements with other providers licensed to serve overlapping service areas.
Such roaming and resale arrangements could be viewed by some wireless service
providers as superior alternatives to constructing their own facilities or
leasing antennae space on communications sites owned by ATS. If such
arrangements were to become common, there could be a material adverse effect
on ATS's prospects, financial condition and results of operations. See
"Industry Overview".

The demand for rental space on ATS's towers is also dependent on the demand
for tower sites by television and radio broadcasters. Many of the same factors
described above are also applicable to television and radio broadcasters. ATS
could also be affected adversely should the development of digital television
be delayed or impaired, or if demand were to decrease because of industry
delays in implementing the changes.

CONSTRUCTION OF NEW TOWERS

The success of ATS's growth strategy is highly dependent on its ability to
complete new tower construction. Such construction can be prevented, delayed
and/or made more costly by factors beyond the control of ATS. Among such
factors are zoning and local permitting requirements, FCC and Federal Aviation
Administration ("FAA") regulations, environmental group opposition,
availability of erection equipment and skilled construction personnel, and
adverse weather conditions. In addition, as the pace of tower construction has
increased in recent years, manpower and equipment needed to erect towers have
been in increasing demand. Such factors could increase costs and delay time
schedules associated with new tower construction, either of which

14
<PAGE>

could have a material adverse effect on ATS's prospects, financial condition
and results of operations. The anticipated increase in construction activity,
both for ATS and the communications site industry generally, is likely to
exacerbate significantly these factors. The construction of towers for the
broadcasting industry could be particularly affected by a potential shortage
of construction capability should a large number of towers be required to be
built in a relatively short period of time to accommodate the initiation of
digital television service. See "Business--Regulatory Matters".

In addition, the scope of ATS's 1998 and subsequent construction program is
substantially greater than the combined past construction programs of ATS and
the various companies that it has acquired, including Gearon and ATC. While
ATS's construction program will be conducted and managed at a regional level,
there can be no assurance that ATS has sufficient personnel resources to
ensure the timely and efficient implementation of its construction program in
a cost effective manner and the subsequent management of the substantially
increased number of towers.

ATS competes for new tower construction sites with wireless service
providers, site developers and other independent communications sites
operating companies. ATS believes that competition for tower construction
sites will increase and that additional competitors will enter the
communications sites market, certain of which may have greater financial
resources than ATS.

In addition to competing for new tower construction sites, ATS faces strong
competition for build to suit opportunities, principally from other
independent communications sites operators and site developers, certain of
which have more extensive experience and offer a broader range of services
(principally in constructing themselves rather than managing the construction
of others) than ATS can presently offer.

Build to suit activities involve certain additional risks. Although such
projects involve at least one "anchor" tenant, there can be no assurance that
a sufficient number of additional tenants will be secured for all or most of
the towers to be constructed pursuant to such projects (particularly the
larger ones such as the 200-tower project for which ATS is negotiating an
agreement, as described elsewhere in this Prospectus), to ensure that such
projects will be profitable. Moreover, ATS may find that one of the reasons
that carriers are willing to permit ATS to build towers for them is that
certain or many of such towers may be on sites where it is either expensive or
difficult to build or that such sites are unlikely to attract a sufficient
number of other tenants to ensure profitability or adequate investment
returns. In addition, as noted above, ATS's experience to date has been
limited to projects of considerably smaller scope than the projects which it
is negotiating and others on which it will be bidding.

Accordingly, there can be no assurance that ATS's construction program,
including one or more of its build to suit projects, might not have a material
adverse effect on ATS's prospects, financial condition and results of
operations.

ACQUISITION STRATEGY

ATS has pursued, and intends to continue to pursue on a selective basis, its
acquisition strategy. The risks inherent in such a strategy include increasing
leverage and debt service requirements, combining disparate company cultures
and facilities, and operating towers in many geographically diverse markets.
Certain of these risks may be increased to the extent that ATS's acquisitions
(such as the ATC Merger) are larger and/or involve communications sites in
diverse geographic areas. In addition, management will be responsible for a
substantially larger pool of assets than it has previously managed in the
communications site industry. Accordingly, there can be no assurance that one
or more of ATS's past or future acquisitions may not have a material adverse
effect on its prospects, financial condition and results of operations.

ATS competes with certain wireless service providers, site developers and
other independent tower owners and operators, as well as financial
institutions, for acquisitions of towers and sites. Certain of those
competitors have greater financial and other resources than ATS. The success
of ATS's growth strategy continues to be

15
<PAGE>

dependent, although to a lesser extent than in the past, on its ability to
identify and complete acquisitions. Increased competition, which ATS
anticipates will occur, may result in fewer opportunities as well as higher
prices. No assurance can be given that ATS will be able to identify, finance
and complete acquisitions on acceptable terms.

DEPENDENCE ON KEY PERSONNEL

The implementation of ATS's growth strategy is dependent, to a significant
degree, on the efforts of ATS's Chief Executive Officer and its other
executive officers. ATS has not entered into employment agreements with any of
its executive officers, other than with J. Michael Gearon, Jr., the former
principal stockholder and chief executive officer of Gearon & Co., Inc. and
Douglas Wiest, the recently recruited Chief Operating Officer. Many of the
executive and other officers have been granted options to purchase shares of
Common Stock that are subject to vesting provisions generally over a five-year
period. However, there can be no assurance that ATS will be able to retain
such officers, the loss of whom could have a material adverse effect upon it,
or that it will be able to prevent them from competing in the event of their
departure. ATS does not maintain key man life insurance of any significance on
the lives of any of such officers.

ENVIRONMENTAL MATTERS

Under various federal, state and local environmental laws, an owner or
lessee of real estate may become liable for the costs of investigation,
removal or remediation of soil and groundwater contaminated by certain
hazardous substances or wastes. Certain of such laws impose cleanup
responsibility and liability without regard to whether the owner or operator
of the real estate knew of or was responsible for the contamination. Such
liability may continue whether or not operations at the property have been
discontinued or the property has been transferred. The owner or operator of
contaminated real estate also may be subject to common law claims by third
parties based on damages and costs resulting from off-site migration of the
contamination. ATS may be potentially liable for environmental costs such as
those discussed above.

CONTROL BY THE PRINCIPAL STOCKHOLDERS; RESTRICTIONS ON CHANGE OF CONTROL

On April 6, 1998, giving pro forma effect to the ATC Merger and the CBS
Merger, Messrs. Dodge and Stoner, together with their affiliates (the
"Principal Stockholders"), owned approximately 50.8% (62.1% in the event that
the ATC Merger does not occur) of the combined voting power of the Common
Stock. See "Principal Stockholders". Accordingly, the Principal Stockholders
may, in effect, be able to control the vote on all matters submitted to a vote
of the holders of the Common Stock, except with respect to (i) the election of
two independent directors, and (ii) those matters that the ATS charter or
applicable law requires a 66 2/3% vote or a class vote. Control by the
Principal Stockholders may have the effect of discouraging certain types of
transactions involving an actual or potential change of control of ATS. See
"Description of Capital Stock--Common Stock".

The Loan Agreement provides that an "Event of Default" will occur upon
certain changes in the ownership interests and executive positions in ATS of
Mr. Dodge. Those provisions are proposed to be amended in the New Credit
Facilities to relate the "Event of Default" to certain other changes of
control of ATS that are not directly related to such ownership and executive
positions of Mr. Dodge. In addition, the Communications Act of 1934, as
amended (the "Communications Act"), and the rules of the FCC require the prior
consent of the FCC for any change in control of ATS. Finally, certain
provisions of the Delaware law may have the effect of discouraging a third
party from making an acquisition proposal for ATS and may thereby inhibit a
change of control. See "Description of Capital Stock--Delaware Business
Combination Provisions".

RISK ASSOCIATED WITH NEW TECHNOLOGIES

The emergence of new technologies could reduce the need for tower-based
transmission and reception and, thereby, have a negative impact on ATS's
operations. For example, the FCC has granted license applications for several
low-earth orbiting satellite systems that are intended to provide mobile voice
and/or data services.

16
<PAGE>

Although such systems are highly capital-intensive and are not yet
commercially tested, mobile satellite systems could compete with land-based
wireless communications systems, thereby reducing the demand for the
infrastructure services provided by ATS. Additionally, the growth in delivery
of video services by direct broadcast satellites and the development and
implementation of signal combining technologies (which permit one antenna to
service two different frequencies of transmissions and, thereby, two
customers) and satellite-delivery systems may reduce the need for tower-based
broadcast transmission. The occurrence of any of these factors could have a
material adverse effect on ATS's prospects, financial condition and results of
operations.

CERTAIN PERCEIVED HEALTH RISKS

ATS and the lessees of antennae sites on its towers are subject to
government regulations relating to radio frequency ("RF") emissions. In recent
years, there have been several substantial studies by the scientific community
investigating the potential connection between RF emissions and possible
negative health effects, including cancer. The results of these studies have,
to date, been inconclusive. ATS has not been subject to any claims relating to
RF emissions, although it is possible that such claims may arise in the
future. Since ATS does not maintain any significant insurance with respect to
such matters, such claims, if substantiated, could have a material adverse
effect on its prospects, financial condition and results of operations.

CONVERSION OF CONVERTIBLE PREFERRED--UNFUNDED OBLIGATION OF ARS

ATS issued to ARS, in November 1997, a sufficient number of Class A Common
Stock to be delivered upon the exercise of conversion rights by the holders of
the Convertible Preferred. ARS has no obligation to escrow shares of Class A
Common Stock or cash for the purpose of satisfying its obligations in
connection with conversions. Accordingly, such shares and cash of ARS are
available, along with its other assets, to satisfy the claims of all of its
creditors and for disposition generally by ARS. In any event, ATS has no
obligation to issue Class A Common Stock or deliver cash in connection with
the exercise of conversion rights by the holders of the Convertible Preferred.

LACK OF DIVIDENDS; RESTRICTIONS ON PAYMENTS OF DIVIDENDS AND REPURCHASE OF
COMMON STOCK

ATS intends to retain any available earnings for the growth of its business
and does not anticipate paying any cash dividends on the Common Stock in the
foreseeable future. In addition, the Loan Agreement restricts (and the New
Credit Facility of ATS will prohibit) the payment of cash dividends or other
distributions and the repurchase, redemption or other acquisition of its
equity securities (other than the use of the net proceeds of the proposed
public offering of Class A Common Stock to redeem the Interim Preferred
Stock).

POSSIBLE VOLATILITY OF STOCK PRICE

Factors such as market conditions in the wireless communications industry
may have a significant impact on the market price of the Class A Common Stock.
Further, the stock market has experienced volatility that affects the market
prices of companies in ways often unrelated to the operating performance of
such companies. These market fluctuations may adversely affect the market
price of the Class A Common Stock. There can be no
assurance as to the price at which the Class A Common Stock will trade or as
to the liquidity or volatility of any such trading market. Market prices might
also be affected by shares available for future sale held by certain
stockholders who hold freely saleable shares. See "Shares Eligible for Future
Sale".

17
<PAGE>

MARKET PRICES AND DIVIDEND POLICY

Immediately following the CBS Merger, the Class A Common Stock began trading
on the NYSE. Prior to that date, beginning on February 27, 1998, the Class A
Common Stock commenced trading on a "when-issued" basis on the inter-dealer
bulletin board of the over-the-counter market. During the period from February
27, 1998 through May ., 1998 the range of the high and low per share bid
prices in such market was $26 1/8 and $15 1/2. On May ., 1998 the last quoted
sale price per share was $..

ATS has not paid a dividend on any class of its capital stock and
anticipates that it will retain future earnings, if any, to fund the
development and growth of its business. It does not anticipate paying cash
dividends on shares of Common Stock in the foreseeable future. In addition,
each Operating Subsidiary is and will be restricted under its loan
arrangements from paying cash dividends on the stock (distributions to its
partners, in the case of ATSLP) and repurchasing, redeeming or otherwise
acquiring any shares of Common Stock (or partnership interests). Since ATS has
no significant assets other than its ownership of each Operating Subsidiary,
its ability to pay cash dividends in the foreseeable future is restricted. The
New Credit Facility will prohibit the payment of cash dividends by ATS. See
"Description of Capital Stock--Dividend Restrictions" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources".

18
<PAGE>

CAPITALIZATION

Prior to the consummation of the CBS Merger, American Tower Systems was
operated as part of American Radio. The following table sets forth the
capitalization of American Tower Systems as of December 31, 1997, and as
adjusted to give effect to the ATS Pro Forma Transactions and the CBS Merger,
as if all of the foregoing had been consummated on December 31, 1997. See
Notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet.
Management believes that the assumptions used provide a reasonable basis on
which to present such pro forma capitalization. The capitalization table below
should be read in conjunction with the historical financial statements of ATS,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Unaudited Pro Forma Condensed Consolidated Financial
Statements of American Tower Systems". The capitalization table below is
provided for informational purposes only and (i) is not necessarily indicative
of ATS's capitalization or financial condition had the transactions and events
referred to above been consummated on the date assumed, (ii) may not reflect
the capitalization or financial condition which would have resulted had ATS
been operated as a separate, independent company, and (iii) is not necessarily
indicative of ATS's future capitalization or financial condition.

<TABLE>
<CAPTION>
DECEMBER 31, 1997
--------------------
HISTORICAL PRO FORMA
---------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
Cash and cash equivalents............................. $ 4,595 $ 5,591
======== ========
Interim preferred stock, due within one year(1)(4).... $ -- $356,000
======== ========
Long term debt, including current portion(2)(3)
Borrowings under the Loan Agreement.................. $ 88,500 $182,534
Other long-term debt................................. 1,677 1,677
-------- --------
Total long-term debt................................. 90,177 184,211
-------- --------
Stockholders' equity(2)(4)
Common Stock(5)
Class A Common Stock................................. 297 650
Class B Common Stock................................. 47 91
Class C Common Stock................................. 13 33
Additional paid-in capital............................ 155,710 331,139
Accumulated deficit................................... (2,860) (2,860)
-------- --------
Total stockholders' equity........................... 153,207 329,053
-------- --------
Total capitalization................................. $243,384 $513,264
======== ========
</TABLE>
- -------

(1) The ARS-ATS Separation Agreement requires ATS, among other things (a) to
bear the tax consequences of the distribution by ARS to its
securityholders of the Common Stock owned by it to the extent that the
aggregate amount of taxes required to be paid by ARS exceeds $20.0
million, and (b) to bear the burden (or receive the benefit) of any
closing date balance sheet adjustments based upon the working capital and
specified debt levels of ARS. ATS has received a commitment for the
Interim Financing providing for the issuance and sale by ATS of up to
$400.0 million of Interim Preferred Stock in order to finance ATS's
obligation to CBS with respect to tax reimbursement. There can, of course,
be no assurance that ATS will be able to satisfy all of the conditions to
closing set forth in such commitment. ATS presently intends to redeem the
Interim Preferred Stock, if issued, out of the proceeds of a public
offering of Class A Common Stock to be registered under the Securities
Act. Any public offering would be subject to market conditions and other
factors. In the event such tax reimbursement is not required prior to the
consummation of such public offering, ATS intends to use the proceeds
thereof directly to reimburse CBS for such tax liability. For the purposes
of the pro forma information included in this capitalization table, it has
been assumed that $356.0 million aggregate liquidation preference of the
Interim Preferred Stock has been issued. ATS intends to finance the
closing date balance sheet adjustments, if any, and the related tax
reimbursements through bank borrowings (which ATS intends to repay out of
the proceeds of such public offering); pro forma effect has been given to
aggregate bank borrowings of approximately $33.0 million in this
capitalization table. See "Risk Factors--Relationship Between ATS and
ARS--Certain Contingent Liabilities", "Relationship Between ATS and ARS--
Sharing of Tax and Other Consequences" and "--Closing Date Adjustments"
and the ARS 10-K attached hereto as Appendix A.

19
<PAGE>

(2) For additional information, see "Unaudited Pro Forma Condensed
Consolidated Financial Statements of American Tower Systems" and
"Management's Discussion and Analysis of Financial Condition and Results
of Operations--Liquidity and Capital Resources".

(3) See Notes to Consolidated Financial Statements and "Indebtedness of
American Tower Systems" for additional information regarding the
components and terms of ATS's long-term debt. Approximately $179.3 million
of additional long-term borrowings are expected to be required (on a net
basis) to finance (a) the Recent Transactions not included in the ATS Pro
Forma Transactions and (b) the balance (approximately $84.0 million) of
the maximum purchase price of the OPM Transaction, assuming required cash
flow levels are achieved.

(4) Consists of (a) Preferred Stock, par value $.01 per share, authorized,
20,000,000 shares and 356,000 shares of Interim Preferred Stock issued and
outstanding (pro forma) (see Note (1) above); (b) Class A Common Stock,
par value $.01 per share, authorized 200,000,000 shares, 300,000,000
shares (pro forma); shares issued and outstanding: 29,667,883
(historical), and 65,048,287 (pro forma). (c) Class B Common Stock, par
value $.01 per share, 50,000,000 authorized shares; shares issued and
outstanding: 4,670,626 (historical) and 9,140,363 (pro forma); and (d)
Class C Common Stock, par value $.01 per share, 10,000,000 authorized
shares; shares issued and outstanding: 1,295,518 (historical) and
3,295,518 (pro forma).

(5) The number of outstanding shares does not include, except as otherwise
indicated: (a) shares of Class A Common Stock issuable upon conversion of
Class B Common Stock or Class C Common Stock, (b) shares issuable upon
exercise of options currently outstanding to purchase an aggregate of
4,311,300 shares of Common Stock, (c) an aggregate of 3,927,145 shares of
Common Stock to be issued pursuant to the exercise of options issued in
exchange for options formerly outstanding as follows: (i) options to
purchase 682,000 shares of Common Stock of ATSI, were exchanged for
options to purchase approximately 931,330 shares of Common Stock,
(ii) options to purchase 599,400 shares of ARS Common Stock, were
exchanged (based on the relative market prices of the ARS Common Stock and
Common Stock, immediately prior to the consummation of the CBS Merger, of
$67.00 per share and $23.00 per share, respectively) for options to
purchase 1,746,078 shares of Common Stock, and (iii) options to purchase
6,500 shares of ATC Common Stock, were exchanged for options to purchase
1,249,737 shares of Common Stock, or (d) shares issuable pursuant to
certain pending acquisitions. See the Notes to Consolidated Financial
Statements and "Business--Recent Transactions--Pending Acquisitions".

20
<PAGE>

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OF AMERICAN TOWER SYSTEMS

The following unaudited pro forma condensed consolidated financial
statements of American Tower Systems consist of an unaudited pro forma
condensed consolidated balance sheet as of December 31, 1997 and an unaudited
pro forma condensed consolidated statement of operations for the year ended
December 31, 1997 adjusted for the ATS Pro Forma Transactions and the CBS
Merger, as if such transactions had been consummated on January 1, 1997. With
respect to acquisitions, the pro forma statements give effect only to the ATS
Pro Forma Transactions based on their significance in relation to all of ATS's
acquisitions and, therefore, do not include all Recent Transactions. The
unaudited pro forma condensed consolidated balance sheet and the unaudited pro
forma condensed consolidated statements of operations should be read in
conjunction with American Tower Systems's consolidated financial statements
and notes thereto, as well as the financial statements and notes thereto of
certain businesses that have been or may be acquired, which are included
elsewhere in this Prospectus. The unaudited pro forma condensed consolidated
balance sheet and the unaudited pro forma condensed consolidated statement of
operations are not necessarily indicative of the financial condition or the
results of operations that would have been reported had such events actually
occurred on the date specified, nor are they indicative of the results of
operations that would have resulted had ATS been operated as a separate,
independent company during such periods, and are not necessarily indicative of
ATS's future financial conditions or results of operations.

In reviewing the unaudited pro forma condensed consolidated financial
statements set forth below, in addition to the assumptions and other matters
noted in the above paragraph and in the notes to the unaudited pro forma
condensed consolidated financial statements, it should be noted that estimated
incremental costs that will be incurred because ATS will be an independent
company have been reflected in the pro forma adjustments. However, there can
be no assurance that actual incremental costs for such independent operation
will not exceed such estimated amounts.

21
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

DECEMBER 31, 1997

<TABLE>
<CAPTION>
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
(IN THOUSANDS)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents..................... $ 4,595 $ 996 $ 5,591
Accounts receivable, net...................... 3,239 1,021 4,260
Other current assets.......................... 853 719 1,572
Notes receivable.............................. 10,700 10,700
Property and equipment, net................... 117,618 142,478 260,096
Intangible assets, net........................ 116,616 474,687 591,303
Deferred income taxes......................... -- 11,747 11,747
Investment in affiliate....................... 310 310
Deposits and other assets..................... 1,425 1,425
-------- -------- --------
Total........................................ $255,356 $631,648 $887,004
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities, excluding current portion
of long-term debt and interim preferred
stock........................................ $ 10,896 $ 5,996 $ 16,892
Interim preferred stock, due within one year.. -- 356,000 356,000
Deferred income taxes......................... 418 (418) --
Other long-term liabilities................... 32 190 222
Long-term debt, including current portion..... 90,177 94,034 184,211
Minority interest in subsidiaries............. 626 626
Stockholders' equity.......................... 153,207 175,846 329,053
-------- -------- --------
Total........................................ $255,356 $631,648 $887,004
======== ======== ========
</TABLE>

See Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet of
American Tower Systems.

22
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

The unaudited pro forma condensed consolidated balance sheet as of December
31, 1997 gives effect to the consummation of the ATC Merger, the Gearon
Transaction, the OPM Transaction, the Tucson Transaction, the Transfer of
Towers from ARS to ATS, and the transactions contemplated by the Stock
Purchase Agreement (collectively, with the Diablo Transaction, the Meridian
Transaction and the MicroNet Transaction, the "ATS Pro Forma Transactions"),
the CBS Merger, and payments required under the ARS-ATS Separation Agreement,
including the issuance of the Interim Preferred Stock, as if each of the
foregoing had occurred on December 31, 1997. See "Business--Recent
Transactions" for a description of each of the transactions included in the
ATS Pro Forma Transactions.

The following table sets forth the pro forma balance sheet adjustments as of
December 31, 1997. (In thousands).

<TABLE>
<CAPTION>
TRANSFER STOCK
TUCSON GEARON OPM ATC OF PURCHASE CBS
TRANSACTION TRANSACTION TRANSACTION MERGER(I) TOWERS AGREEMENT MERGER(II) TOTAL
----------- ----------- ----------- --------- -------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equiva-
lents.................. $ 996 $ 996
Accounts receivable,
net.................... 1,021 1,021
Other current assets.... 719 719
Property and equipment,
net.................... $ 4,700 $ 5,000 $16,200 112,412 $4,166 142,478
Intangible assets, net.. 7,300 75,000 5,106 376,281 $ 11,000 474,687
Deferred income taxes... 11,747 11,747
------- ------- ------- -------- ------ -------- --------- --------
Total.................. $12,000 $80,000 $21,306 $491,429 $4,166 $ -- $ 22,747 $631,648
======= ======= ======= ======== ====== ======== ========= ========
LIABILITIES AND STOCK-
HOLDERS' EQUITY
Current liabilities,
excluding current
portion of long-term
debt and Interim
Preferred Stock........ $ 5,996 $ 5,996
Interim preferred stock,
due within one year.... $ 356,000 356,000
Deferred income taxes... 112,835 (113,253) (418)
Other long-term liabili-
ties................... 190 190
Long-term debt, includ-
ing current portion.... $12,000 $32,000 $21,306 75,128 $(79,400) 33,000 94,034
Stockholders' equity.... 48,000 297,280 $4,166 79,400 (253,000) 175,846
------- ------- ------- -------- ------ -------- --------- --------
Total.................. $12,000 $80,000 $21,306 $491,429 $4,166 $ -- $ 22,747 $631,648
======= ======= ======= ======== ====== ======== ========= ========
</TABLE>
- --------

(i) In connection with the ATC Merger, a deferred tax liability of $125.0
million will be established for the differences in bases for book and tax
purposes resulting from the transaction. The working capital deficiency of
ATC at December 31, 1997 ($3.4 million) has also been recorded as a pro
forma adjustment.

(ii) The ARS-ATS Separation Agreement requires ATS to reimburse CBS on a
"gross-up" (after tax) basis for the tax liabilities to be incurred by
ARS attributable to the distribution of the Common Stock to the ARS
security holders and certain related transactions to the extent that the
aggregate amount of taxes required to be paid by ARS exceeds $20.0
million. The amount of that tax liability is dependent on the "fair
market value" of the Class A Common Stock at the time of the consummation
of the CBS Merger. Assuming the "fair market value" of ARS's stock
interest in ATS was equal to $23.00 per share, the last reported sale
price of such stock in the "when-issued" market on April 30, 1998, the
total estimated tax reimbursement ATS would be required to make would be
between approximately $315.0 and $345.0 million, depending on applicable
state tax rates. Such estimate gives effect to deductions of
approximately $93.0 million, based on such closing price, available to
ARS as a consequence of stock option cancellations contemplated by the
CBS merger. The tax reimbursement would change by between approximately
$20.5 and $22.5 million, again depending on applicable state tax rates,
for each $1.00 change in the "fair market value" of the Common Stock
under the tax reporting position to be followed. The estimates described
above are based on a number of assumptions and interpretations of various
applicable income tax rules and are subject to change. For information
with respect to possible challenges by the Internal Revenue Service (or
other taxing authorities) to ATS's positions with respect to such tax
liability, see "Risk Factors--Relationship Between ATS and ARS--Certain
Contingent Liabilities". See also "Relationship Between ATS and ARS--
Sharing of Tax and Other Consequences".

ATS has entered into a commitment for the Interim Financing providing for
the issue and sale by ATS of up to $400.0 million of Interim Preferred Stock
in order to finance ATS's obligation to CBS with respect to the tax
reimbursement. There can, of course, be no assurance that ATS will be able
to satisfy all of the conditions of closing set forth in such commitment.
ATS presently intends to redeem the Interim Preferred Stock and to fund any
closing date balance sheet adjustment payment (as described in the following
paragraph) out of the proceeds of a public offering of Class A Common Stock
to be registered under the Securities Act. Any public offering would be
subject to market conditions and other factors. In the unlikely event such
tax reimbursement is not required prior to the consummation

23
<PAGE>

of such public offering, ATS intends to use the proceeds thereof directly to
reimburse CBS for such tax liability. For the purposes of the pro forma
balance sheet, it has been assumed that $356.0 million of the Interim
Preferred Stock has been issued, including expected expenses of
approximately $11.0 million.

The ARS-ATS Separation Agreement also provides for closing date balance
sheet adjustments based upon the working capital (current assets less
defined liabilities) and specified debt levels of ARS. ATS will benefit from
or bear the cost of such adjustments. ATS's preliminary estimate of such
adjustments is that it will not be required to make a payment of more than
$20.0 million and that, in addition, it will be required to reimburse CBS
for the tax consequences of such payment which would result in additional
liability of ATS of approximately $13.0 million (assuming a $20.0 million
adjustment payment) under the tax reporting position to be followed. Since
the amounts of working capital and debt are dependent upon the uncertainty,
among other things, of recent operating results and cash capital
expenditures as well as CBS Merger expenses, ATS is unable to state
definitively what payments, if any, will be owed by ATS. See "Relationship
Between ATS and ARS--Closing Date Adjustments" and the ARS 10-K attached
hereto as Appendix A.

In connection with an inter-corporate taxable transfer of assets entered
into in January 1998 by ATS in contemplation of the separation of ATS and ARS,
a portion of the tax with respect to which ATS is obligated to indemnify CBS
was incurred. Such transfer resulted in an increase in the tax bases of ATS's
assets of approximately $330.0 million. ATS will have potential depreciation
and amortization deductions over the next 15 years of $22.0 million per year
and recorded a deferred tax asset of approximately $125.0 million to reflect
this.

All of the ATS Pro Forma Transactions (other than the Transfer of Towers)
have been or will be accounted for under the purchase method of accounting.
The Transfer of Towers from ARS to ATS will be recorded at the historical
depreciated net book value of such towers on the books of ARS on the date of
transfer.

The following table describes the financing of the transactions described
above.

<TABLE>
<CAPTION>
PURCHASE BORROWINGS BY COMMON STOCK
PRICE ATS ISSUED BY ATS
-------- ------------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Tucson Transaction................... $ 12,000 $12,000
Gearon Transaction................... 80,000(i) 32,000 $ 48,000(i)
OPM Transaction...................... 21,306 21,306
ATC Merger........................... 488,693(ii) 75,128 287,532(ii)
</TABLE>
- --------
(i) Purchase price included approximately 5.3 million shares valued at $9.00
per share.

(ii) Purchase price includes approximately 28.7 million shares valued at
$10.00 per share, the estimated fair value when the ATC Merger Agreement
was signed.

On January 22, 1998, ATS issued Common Stock pursuant to the Stock Purchase
Agreement for an aggregate of $80.0 million, $79.4 million net of expenses (of
which approximately $49.4 million was paid in the form of secured notes due
upon consummation of the CBS Merger and the balance in cash). Such notes were
paid upon consummation of the CBS Merger.

ATS issued or expects to issue a total of 42,086,511 shares of Common Stock
to effect all of the transactions described above. The following shares have
been or will be issued: the Gearon Transaction (5,333,333), the ATC Merger
(28,753,178) and the Stock Purchase Agreement (8,000,000).

While the ATS Pro Forma Transactions do not constitute all of the Recent
Transactions, management believes that the impact of the Recent Transactions
that are not included in the pro forma financial information on revenues,
expenses and income from continuing operations, when compared to those that
are so included, is not likely to be material. The ATS Pro Forma Transactions,
exclusive of the ATC Merger, represented approximately 80% of the more than
550 sites acquired since January 1, 1997 and 85% of the aggregate purchase
price thereof. In addition, the ATC Merger (which is included in the ATS Pro
Forma Transactions) will represent the acquisition of more than 900
communications sites (including ATC's pending acquisitions involving
approximately 60 sites) for approximately 30.0 million shares of Class A
Common Stock and the repayment of approximately $125.0 million of debt. For
information with respect to other pending acquisitions, which are, in the
aggregate, of materially less significance than the ATC Merger, see
"Business--Recent Transactions--Pending Acquisitions".

24
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
HISTORICAL ADJUSTMENTS(A) PRO FORMA(A)
---------- -------------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Net revenues........................... $17,508 $ 77,414 $ 94,922
Operating expenses..................... 8,713 41,469 50,182
Depreciation and amortization.......... 6,326 48,539 54,865
Corporate general and administrative
expenses.............................. 1,536 3,000 4,536
------- -------- --------
Operating income (loss)................ 933 (15,594) (14,661)
Other expense:
Interest expense, net................ 2,789 61,943 64,732
Other expense........................ 15 15
Minority interest in net earnings of
subsidiaries........................ 178 178
------- -------- --------
Total other expense................ 2,982 61,943 64,925
------- -------- --------
Loss before income taxes............... (2,049) (77,537) (79,586)
Income tax benefit..................... 473 5,462(b) 5,935
------- -------- --------
Loss before extraordinary item......... $(1,576) $(72,075) $(73,651)
======= ======== ========
Pro forma basic and diluted loss per
common share before extraordinary
item.................................. $ (0.95)
========
Pro forma common shares
outstanding(c)........................ 77,484
========
</TABLE>

See Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations
of American Tower Systems.

25
<PAGE>

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS

The unaudited pro forma condensed consolidated statement of operations for
the year ended December 31, 1997 gives effect to the ATS Pro Forma
Transactions and the CBS Merger as if each of the foregoing had occurred on
January 1, 1997.

(a) To record the results of operations for the ATS Pro Forma Transactions
and the CBS Merger. The results of operations have been adjusted to: (i)
reverse historical interest expense of $6.5 million; (ii) record interest
expense of $7.9 million for the year ended December 31, 1997, as a result of
approximately $61.0 million of additional net debt to be incurred in
connection with the ATS Pro Forma Transactions, after giving effect to the
proceeds from the issuance of Common Stock pursuant to the Stock Purchase
Agreement for an aggregate purchase price of $80.0 million, $79.4 million net
of expenses (of which approximately $49.4 million was paid in the form of
secured notes (which were paid upon consummation of the CBS Merger) and the
balance in cash); and (iii) record additional interest expense related to
dividends on the Interim Preferred Stock at an effective annual rate of 11.35%
and the amortization of the estimated costs to be incurred in connection with
issuance of the Interim Preferred Stock; (iv) record interest expense related
to additional long-term borrowings to be incurred to pay an estimated closing
date balance sheet adjustment, including related tax reimbursement, of
approximately $33.0 million. In light of the fact that the Interim Preferred
Stock is required to be redeemed in one year, ATS has elected to reflect the
dividend as an interest expense. Each 1/4% change in the interest rate
applicable to the change in floating rate debt would increase or decrease, as
appropriate, the net adjustment to interest expense by approximately $0.2
million. The estimated tax liability, which will be initially financed through
the issuance of the Interim Preferred Stock, is dependent on the "fair market
value" of the Class A Common Stock at the time of the consummation of the CBS
Merger. ATS's estimates of that tax liability is based on the assumption that
the "fair market value" of the Common Stock distributed by ARS was $23.00 per
share, the last reported sale price of such stock in the when issued market on
April 30, 1998. Such tax liability has a direct effect on the amount of
Interim Preferred Stock to be issued and would change by between approximately
$20.5 and $22.5 million, depending on the applicable state tax rate, for each
$1.00 per share change in the "fair market value" of the Class A Common Stock.
For information with respect to possible challenges by the Internal Revenue
Service (or other taxing authorities) to ATS's positions with respect to such
tax liability, see "Risk Factors--Relationship Between ATS and ARS--Certain
Contingent Liabilities". See also "Relationship Between ATS and ARS--Sharing
of Tax and Other Consequences". The estimated adjustment shown in clause (iv)
is to give effect to certain adjustment provisions in the ARS-ATS Separation
Agreement that relate to closing date balance sheet adjustments based upon the
working capital (current assets less defined liabilities) and specified debt
levels of ARS. ATS will benefit from or bear the cost of such adjustments.
Since the amounts of working capital and debt are dependent upon the
uncertainty, among other things, of recent operating results and cash capital
expenditures as well as CBS Merger expenses, ATS is unable to state
definitively what payments, if any, will be owed by ATS to ARS. See
"Relationship Between ATS and ARS--Closing Date Adjustments" and the ARS 10-K
attached hereto as Appendix A.

The results of operations have also been adjusted to reverse historical
depreciation and amortization expense of $9.1 million for the year ended
December 31, 1997 and record depreciation and amortization expense of
$48.6 million for the year ended December 31, 1997 based on estimated
allocations of purchase prices. Depreciation expense for property, plant and
equipment acquired has been determined based on an average life of 15 years.
Costs of acquired intangible assets for the transactions are amortized over 15
years. The preliminary estimates of the fair value of property, plant and
equipment and intangible assets may change upon final appraisal. The
depreciation adjustment also includes the effects of the assumed transfer by
ARS to ATS of 16 towers with a historical net book value of $4.2 million,
representing an additional equity investment in ATS by ARS.

A portion of corporate general and administrative expenses of the prior
owners have not been carried forward into the pro forma condensed financial
statements as these costs represent duplicative facilities and

26
<PAGE>

(a) continued

compensation to owners and/or executives not retained by ATS. Because ATS
already maintains its own separate corporate headquarters which provides
services substantially similar to those represented by these costs, they are
not expected to recur following acquisition. After giving effect to an
estimated $3.0 million of incremental costs, ATS believes that it has existing
management capacity sufficient to provide such services without incurring
additional incremental costs.

The following table sets forth the historical results of operations for the
ATS Pro Forma Transactions and the CBS Merger for the year ended December 31,
1997. (In thousands).

<TABLE>
<CAPTION>
MERIDIAN DIABLO MICRONET TUCSON GEARON OPM
TRANSACTION TRANSACTION TRANSACTION TRANSACTION TRANSACTION TRANSACTION
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net revenues............ $ 2,385 $6,957 $15,103 $ 1,460 $ 29,930 $ 863
Operating expenses...... 1,730 4,876 8,695 453 19,688 1,146
Depreciation and
amortization........... 211 393 2,626 166 186 428
Corporate general and
administrative......... 500 488
------- ------ ------- -------- -------- --------
Operating income
(loss)................. 444 1,188 3,782 841 10,056 (1,199)
Other (income) expense:
Interest expense, net.. 80 110 198 636
Other expense (in-
come)................. (133) (34) (12) (95) (16)
------- ------ ------- -------- -------- --------
Income (loss) from oper-
ations before income
taxes.................. $ 364 $1,211 $ 3,816 $ 655 $ 10,151 $ (1,819)
======= ====== ======= ======== ======== ========
<CAPTION>
STOCK
TRANSFER OF PURCHASE PRO FORMA
ATC MERGER TOWERS AGREEMENT CBS MERGER ADJUSTMENTS TOTAL
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Net revenues............ $20,006 $ 710 $ 77,414
Operating expenses...... 4,138 743 41,469
Depreciation and
amortization........... 4,903 215 $ 39,411 48,539
Corporate general and
administrative......... 3,183 (1,171) 3,000
------- ------ -------- --------
Operating income
(loss)................. 7,782 (248) (38,240) (15,594)
Other (income) expense:
Interest expense (in-
come), net............ 5,439 $(6,352) $ 54,046 7,786 61,943
Other expense (in-
come)................. 514 (224)
------- ------ ------- -------- -------- --------
Income (loss) from oper-
ations before income
taxes.................. $ 1,829 $ (248) $ 6,352 $(54,046) $(45,802) $(77,537)
======= ====== ======= ======== ======== ========
</TABLE>

(b) To record the tax effect of the pro forma adjustments and impact on
ATS's estimated effective tax rate. The actual effective tax rate may be
different once the final allocation of purchase price is determined.

(c) Includes shares issued or expected to be issued pursuant to the Gearon
Transaction, the ATC Merger and the Stock Purchase Agreement.

27
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

This discussion contains "forward-looking statements" including statements
concerning projections, plans, objectives, future events or performance and
underlying assumptions and other statements which are other than statements of
historical fact. ATS wishes to caution readers that certain important factors
may have affected and could in the future affect ATS's actual results and
could cause ATS's actual results for subsequent periods to differ materially
from those expressed in any forward-looking statement made by or on behalf of
ATS. These important factors include among others, the risk factors set forth
herein under "Risk Factors". The discussion should be read in conjunction with
the American Tower Systems Consolidated Financial Statements and the notes
thereto contained elsewhere in this Prospectus. As ATS was a wholly-owned
subsidiary of American Radio during the periods presented, the consolidated
financial statements may not reflect the results of operations or financial
position of ATS had it been an independent, public company during the periods.
Because of ATS's relatively brief operating history and the large number of
recent acquisitions, the following discussion, which relates solely to ATS on
a historical basis and does not include acquired companies, while presented to
satisfy certain disclosure requirements of the Commission, will not
necessarily reveal any significant developing or continuing trends. See
"Business--Growth Strategy".

ATS was formed in July 1995 to capitalize on the opportunity in the
communications site industry. ATS is a leading independent owner and operator
of wireless communications towers in the United States. On a pro forma basis,
ATS currently owns and operates more than 1,750 towers in 44 states and the
District of Columbia. ATS's rapid growth is a result primarily of numerous
strategic acquisitions during 1996 and 1997. During 1996, ATS acquired
approximately 15 communications sites and site management businesses involving
approximately 250 sites for an aggregate purchase price of approximately $21.0
million. During 1997, its acquisition and construction activity accelerated
and ATS acquired or constructed approximately 400 sites (and related site
management businesses) and its initial site acquisition and voice, video and
data transmission businesses. Since January 1, 1998, ATS has acquired
approximately 150 communication sites, a major site acquisition business and a
third teleport. The ATC Merger involves the acquisition of approximately 900
communications sites (including pending acquisitions of approximately 60
sites) in exchange for the issuance of approximately 30.0 million shares of
Class A Common Stock and the repayment of approximately $125.0 million of
debt. ATS has acquisitions pending for approximately 40 additional towers.

RESULTS OF OPERATIONS

Management expects that acquisitions consummated to date and the major
acquisition now pending (the ATC Merger) will have a material impact on future
revenues, expenses and income from continuing operations. As indicated in the
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
year ended December 31, 1997 there is a dramatic difference between the
historical results and the pro forma results for each of the foregoing items.
The notes to the Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1997 indicate the effect of certain
of the acquisitions, and their impact on revenues, expenses and income from
continuing operations. In that connection, the increase in operating expenses
and, to a greater extent, depreciation and amortization, each as a percentage
of net revenues in the pro forma information compared to the historical
information, should be noted. While the ATS Pro Forma Transactions do not
constitute all of the Recent Transactions, management believes that the impact
of the Recent Transactions that are not included in the pro forma financial
information on revenues, expenses and income from continuing operations, when
compared to those that are so included, is not likely to be material. The ATS
Pro Forma Transactions, exclusive of the ATC Merger, represent approximately
80% of the more than 550 communications sites acquired since January 1, 1997
and ATS's site acquisition and video, voice and data transmission businesses
and 85% of the aggregate purchase price thereof. In addition, the ATC Merger
(which is included in the ATS Pro Forma Transactions) will represent the
acquisition of more than 900 communications sites for approximately 30.0
million shares of Class A Common Stock and the repayment of approximately
$125.0 million of debt. For information with respect to other pending
acquisitions, which are not included in the

<PAGE>

ATS Pro Forma Transactions and are, in the aggregate, of materially less
significance than the ATC Merger, See "Business--Recent Transactions--Pending
Acquisitions". Finally, the impact of the construction program of ATS is not
reflected to any significant extent in the pro forma information because most
of that activity is of more recent origin and is expected to accelerate
substantially in 1998. Management believes that potential investors should be
aware of the dramatic changes in the nature and scope of ATS's business in
reviewing the ensuing discussion of comparative historical results.

YEAR ENDED DECEMBER 31, 1997 AND 1996 (DOLLARS IN THOUSANDS)

As of December 31, 1997, ATS operated approximately 670 communications sites
principally in the Northeast and Mid-Atlantic regions, Florida and California.
As of December 31, 1996, ATS operated approximately 270 communications sites,
principally in the Northeast and Mid-Atlantic regions and Florida. See the
Notes to the Consolidated Financial Statements for a description of the
acquisitions consummated in 1997 and 1996. These transactions have
significantly affected operations for the year ended December 31, 1997 as
compared to the year ended December 31, 1996.

<TABLE>
<CAPTION>
AMOUNT OF PERCENTAGE
INCREASE INCREASE
1996 1997 (DECREASE) (DECREASE)
------ ------- ---------- ----------
<S> <C> <C> <C> <C>
Tower revenues..................................... $2,817 $13,025 $10,208 362.4%
Site acquisition service revenues.................. -- 2,123 2,123
Video, voice and data transmission revenues........ -- 2,084 2,084
Other.............................................. 80 276 196 245.0%
------ ------- -------
Total operating revenues........................... 2,897 17,508 14,611 504.3%
------ ------- -------
Tower expenses..................................... 1,362 6,080 4,718 346.4%
Site acquisition service expenses.................. -- 1,360 1,360
Video, voice and data transmission expenses........ -- 1,273 1,273
------ ------- -------
Operating expenses excluding depreciation and amor-
tization
and corporate general and administrative expenses.. 1,362 8,713 7,351 539.7%
------ ------- -------
Depreciation and amortization...................... 990 6,326 5,336 539.0%
Corporate general and administrative expenses...... 830 1,536 706 85.1%
Interest expense (income), net..................... (36) 2,804 2,840 N/A
Minority interest in net earnings of subsidiaries.. 185 178 (7) (3.8%)
Income tax benefit (provision)..................... (46) 473 519 N/A
Extraordinary loss................................. -- 694 694
------ ------- -------
Net loss........................................... $ (480) $(2,270) $ 1,790 372.9%
====== ======= =======
Tower cash flow.................................... $1,535 $ 8,795 $ 7,260 473.0%
====== ======= =======
EBITDA............................................. $ 705 $ 7,259 $ 6,554 930.0%
====== ======= =======
</TABLE>

As noted above, ATS consummated numerous acquisitions in 1997 and 1996 many
of which were of a material size. Except as explained below, substantially all
of the increases indicated in the above table were attributable to the impact
of these communications sites and related business acquisitions, principally
those that occurred in 1997. The increase in depreciation and amortization was
primarily attributable to the increase in depreciable and amortizable assets
resulting from the 1996 and 1997 acquisitions, and, to a substantially lesser
extent, completed construction projects. The increase in corporate general and
administrative expense was primarily attributable to the higher personnel
costs associated with supporting ATS's greater number of tower properties and
growth strategy. The increase in interest expense related to higher borrowing
levels which were used to finance 1997 and, to a substantially lesser extent,
the 1996 acquisitions. The minority interest in net earnings of subsidiary
represents the elimination of the minority stockholder's earnings of
consolidated subsidiaries. The increase is related to increased overall
earnings of ATS Needham, LLC, in which ATS holds a 50.1% interest. The
effective tax rate for the year December 31, 1997 was approximately 23%. The
effective rate in 1997 is due to the effect of non-deductible items,
principally amortization of goodwill, on certain stock acquisitions. In 1996,
ATS recorded a tax provision of approximately $46,000 despite a loss before
taxes of

<PAGE>

approximately $434,000; this primarily resulted from non-deductible items,
principally amortization of goodwill for which no tax benefit was recorded.
The extraordinary loss in 1997, of approximately $0.7 million net of tax,
represents the write-off of deferred financing fees associated with ATS's loan
agreement.

YEAR ENDED DECEMBER 31, 1996 AND PERIOD ENDED DECEMBER 31, 1995 (DOLLARS IN
THOUSANDS)

As of December 31, 1996, ATS operated approximately 270 communications sites
principally in the Northeast and Mid-Atlantic regions and Florida. As of
December 31, 1995, ATS operated three wireless communications site in Florida.
See Notes to Consolidated Financial Statements for a description of the
acquisitions consummated in 1996. These transactions have significantly
affected operations for the year ended December 31, 1996 as compared to the
period from July 17, 1995 (date of incorporation) to December 31, 1995.

<TABLE>
<CAPTION>
AMOUNT OF PERCENTAGE
INCREASE INCREASE
1995 1996 (DECREASE) (DECREASE)
----- ------ ---------- ----------
<S> <C> <C> <C> <C>
Total operating revenues.................. $ 163 $2,897 $2,734 1,677.3%
Operating expenses excluding depreciation
and amortization and corporate general
and administrative expenses.............. 60 1,362 1,302 2,170.0%
Depreciation and amortization............. 57 990 933 1,636.8%
Corporate general and administrative ex-
penses................................... 230 830 600 260.9%
Interest expense (income), net............ -- (36) (36)
Minority interest in net earnings of sub-
sidiary.................................. -- 185 185
Income tax benefit (provision)............ 74 (46) (120) N/A
----- ------ ------
Net loss.................................. $(110) $ (480) $ 370 336.4%
===== ====== ======
Tower cash flow........................... $ 103 $1,535 $1,432 1,390.3%
===== ====== ======
EBITDA.................................... $(127) $ 705 $ 832 N/A
===== ====== ======
</TABLE>

As noted above, ATS consummated several acquisitions in 1996, two of which
were of a material size. Except as explained below, substantially all of the
increases indicated in the above table were attributable to the impact of
these communications sites and related business acquisitions that occurred in
1996. The increase in depreciation and amortization was primarily attributable
to the increase in depreciable and amortizable assets resulting from the 1996
acquisitions. The increase in corporate general and administrative expense was
primarily attributable to the higher personnel costs associated with
supporting ATS's greater number of tower properties. The increase in interest
income was attributable to higher investable cash balances. The minority
interest in net earnings of subsidiary represents the elimination of the
minority stockholder's earnings of consolidated subsidiaries. ATS purchased
its 50.1% interest in ATS Needham, LLC, in July 1996. In 1996, ATS recorded a
tax provision of approximately $46,000 despite a loss before taxes of
approximately $434,000; this primarily resulted from non-deductible items,
principally amortization of goodwill for which no tax benefit was recorded.
The effective tax rate in 1995 was consistent with the statutory rate.

LIQUIDITY AND CAPITAL RESOURCES

ATS's liquidity needs arise from its acquisition-related activities, debt
service, working capital, and capital expenditures. Historically, ATS has met
its operational liquidity needs with internally generated funds and has
financed the acquisition of tower related properties, including related
working capital needs, with a combination of contributions from American Radio
and bank borrowings. For the year ended December 31, 1997, cash flows from
operating activities was $9.9 million, as compared to $2.2 million in 1996.
The change is primarily attributable to working capital investments related to
communications site acquisitions and growth.

Cash flows used for investing activities were $216.8 million for the year
ended December 31, 1997. ARS funded substantially all of the ATS investing
activities during 1996.

30
<PAGE>

Cash provided by financing activities was $209.1 million for the year ended
December 31, 1997 as compared to $0.1 million in 1996. The increase in 1997 is
due to the impact of borrowings under the Loan Agreement, offset somewhat by
contributions from American Radio.

CBS Merger: As a consequence of the consummation of the CBS Merger, all of
the shares of ATS owned by ARS were or will be distributed to ARS common
stockholders and holders of options to acquire ARS Common Stock or upon
conversion of shares of Convertible Preferred. As a consequence of the CBS
Merger, ATS ceased to be a subsidiary of, or otherwise affiliated with
American Radio and is currently operating as an independent publicly traded
company. Pursuant to the provisions of the CBS Merger Agreement, ATS entered
into the ARS-ATS Separation Agreement with CBS and ARS providing for, among
other things, the orderly separation of ARS and ATS, the allocation of certain
tax liabilities to ATS, certain closing date adjustments relating to ARS, the
lease to ARS by ATS of space on certain towers previously owned by ARS and
transferred to ATS, and certain indemnification obligations (including with
respect to securities laws matters) of ATS.

ATS's principal obligation is to reimburse CBS on a "gross-up" (after tax)
basis for the tax liabilities to be incurred by ARS attributable to the
distribution of the Common Stock to the ARS security holders and certain
related transactions. In light of the significant increase in the trading
levels of the ATS Class A Common Stock, ATS and CBS agreed that ARS will treat
the distribution on its tax return on a more conservative basis than
originally contemplated in order to avoid the possibility of significant
interest and penalties for which ATS would be responsible. Assuming the "fair
market value" of ARS's stock interest in ATS was equal to $23 per share, the
last reported sale price of such stock in the when-issued market on April 30,
1998, the total estimated tax reimbursement ATS would be required to make
would be between approximately $315.0 and $345.0 million, depending on
applicable state tax rates. Such estimate gives effect to deductions of
approximately $93.0 million, based on such closing price, available to ARS as
a consequence of stock option cancellations contemplated by the CBS Merger.
The tax reimbursement would change by between approximately $20.5 and $22.5
million, again depending on applicable state tax rates, for each $1.00 change
in the "fair market value" of the Common Stock under the tax reporting
position to be followed. The estimates described above are based on a number
of assumptions and interpretations of various applicable income tax rules and
are subject to change.

ARS has agreed that it will pursue, for the benefit and at the cost of ATS,
a refund claim, attributable to the "gross-up" provision, estimated at
approximately $90.0 million based on the assumed "fair market value" set forth
above. Any such claim will, in fact, be based on the actual amount of taxes
paid. In light of existing tax law, there can, of course, be no assurance that
any such refund claim will be successful. For information with respect to
possible challenges by the Internal Revenue Service (or other taxing
authorities) to ATS's positions with respect to such tax liability, see "Risk
Factors--Relationship Between ATS and ARS--Certain Contingent Liabilities" and
"Relationship Between ATS and ARS".

ARS and CBS have agreed that, in computing the amount of taxable gain that
is recognized by ARS in connection with the distribution of the Common Stock,
ARS shall, subject to certain limitations, if so requested by ATS, report the
amount so realized based on the "fair market value" of such stock as
determined based on an appraisal prepared by a mutually agreed upon appraiser.
Any such appraisal is not, of course, binding on the Internal Revenue Service
or other taxing authorities.

In connection with an inter-corporate taxable transfer of assets entered
into in January 1998 by ATS in contemplation of the separation of ATS and ARS,
a portion of the tax with respect to which ATS is obligated to indemnify CBS
was incurred. Such transfer resulted in an increase in the tax bases of ATS's
assets of approximately $330.0 million. ATS will have potential depreciation
and amortization deductions over the next 15 years of $22.0 million per year
and recorded a deferred tax asset of approximately $125.0 million to reflect
this.

31
<PAGE>

or bear the cost of such adjustments. ATS's preliminary estimate of such
adjustments is that it will not be required to make a payment of more than
$20.0 million and that, in addition, it will be required to reimburse CBS for
the tax consequences of such payment which would result in additional
liability of ATS of approximately $13.0 million (assuming a $20.0 million
adjustment payment) under the tax reporting method to be followed. An
aggregate adjustment of $33.0 million has been provided for in the pro forma
information. Since the amounts of working capital and debt are dependent upon
the uncertainty, among other things, of recent operating results and cash
capital expenditures as well as CBS Merger expenses, ATS is unable to state
definitively what payments, if any, will be owed by ATS. See "Relationship
Between ATS and ARS--Closing Date Adjustments" and the ARS 10-K attached
hereto as Appendix A.

The ARS-ATS Separation Agreement provides that ARS will contribute towers
with a net book value of approximately $4.2 million to ATS; 14 of the 16
towers to be so contributed were transferred in January 1998.

ATS has received a commitment for the Interim Financing providing for the
issue and sale by ATS of up to $400.0 million of Interim Preferred Stock in
order to finance ATS's obligation to CBS with respect to tax reimbursement.
ATS intends to redeem the Interim Preferred Stock, if issued, out of the
proceeds of a public offering of Class A Common Stock to be registered under
the Securities Act. Any public offering would be subject to market conditions
and other factors. In the unlikely event such tax reimbursement is not
required prior to the consummation of such public offering, ATS intends to use
the proceeds thereof directly to reimburse CBS for such tax liability. There
can, of course, be no assurance that ATS will be able to satisfy all of the
conditions of closing set forth in such commitment. ATS intends to finance the
closing date balance sheet adjustments, if any, and the related tax
reimbursements out of such public offering or, if required earlier, through
bank borrowings which would be repaid out of such public offering proceeds.
Any such Class A Common Stock financing would have a dilutive effect on ATS's
then existing stockholders, particularly since the proceeds will be used to
satisfy a liability and not to finance the acquisition of a revenue producing
property. There can be no assurance that any such financing would be available
on terms favorable to ATS.

Stock Purchase Agreement: In January 1998, ATS issued 8,000,000 shares of
Common Stock at a purchase price of $10.00 per share, for an aggregate
purchase price of $80.0 million, of which an aggregate of 4,487,500 shares of
Class B Common Stock and 450,000 shares of Class A Common Stock were issued in
exchange for an aggregate of $49.4 million of notes secured by ARS Common
Stock having a market value of not less than 175% of the principal amount and
accrued and unpaid interest on such notes. The notes were paid out of the
proceeds of the CBS Merger. These transactions will increase ATS's ability to
fund acquisitions and meet its liquidity and capital resource needs. See "--
Recent Transactions--Stock Purchase Agreement".

Loan Agreement: In October 1997, ATS entered into the Loan Agreement, which
provides ATS with a $250.0 million loan commitment based on ATS maintaining
certain operational ratios and an additional $150.0 million loan at the
discretion of ATS, which is available through June 2005. Following the closing
of the Loan Agreement and repayment of amounts outstanding under the previous
agreement, ATS incurred an extraordinary loss in the fourth quarter of 1997 of
approximately $1.2 million which was recorded net of the applicable income tax
benefit of $0.7 million, representing the write-off of deferred financing fees
associated with the previous facility. The terms of the Loan Agreement are
discussed in the Notes to the Consolidated Financial Statements. As of
December 31, 1997, ATS had approximately $90.2 million of total long-term
debt, of which approximately $88.5 million represented borrowings outstanding
under the Loan Agreement. As of such date, assuming consummation of all then
or currently pending acquisitions, the Stock Purchase Agreement and the CBS
Merger, the aggregate amount of long-term debt would have been approximately
$330.5 million. In January 1998, the Loan Agreement was amended to reflect the
transfer of substantially all of the assets and business of ATSI (immediately
prior to consummation of the Gearon Transaction) to ATSLP, as a consequence of
which ATSI and ATSLP are co-borrowers and jointly and severally liable under
the Loan Agreement and various subsidiaries of ATS and ATSI have guaranteed
all of the obligations of ATSI and ATSLP under the Loan Agreement. As of April
30, 1998, approximately $172.5 million of borrowings were outstanding under
the Loan Agreement.

32
<PAGE>

ATS and the Operating Subsidiaries have received commitments for, and are in
the process of negotiating definitive agreements with respect to the New
Credit Facilities. The New Credit Facilities with ATS would provide for $150.0
million term loan maturing at the earlier of (i) eight and one-half years or
(ii) December 31, 2006, amortizing quarterly in an amount equal to 2.5% of the
principal amount outstanding at June 30, 2001 at the end of each quarter
between such date and June 30, 2006, both inclusive, and the balance in two
equal installments on September 30 and December 31, 2006. The ATS New Credit
Facility would be fully drawn at closing and would provide for interest rates
determined, at the option of ATS, of either the LIBOR Rate (as to be defined)
plus 3.50% or the Base Rate (as to be defined) plus 2.5%. The New Credit
Facilities with the Operating Subsidiaries provide for $900.0 million credit
facilities maturing at the earlier of (a) eight years or (b) June 30, 2006
consisting of the following: (i) a $250.0 million multiple-draw term loan,
(ii) a $400.0 million reducing revolving credit facility and (iii) a $250.0
million 354-day revolving credit facility that converts to a term loan
facility thereafter. The interest rate provisions are similar to those in the
Loan Agreement, except that the range over the Base Rate is between 0.00% and
1.250% and the range over the LIBOR Rate is between 0.750% and 2.250%.
Borrowings under the Operating Subsidiaries' New Credit Facilities are
conditioned upon compliance with certain financial ratios and are required to
be repaid, commencing June 30, 2001, in increasing quarterly amounts designed
to amortize the loans at maturity. The loans to ATS and the Operating
Subsidiaries will be cross-guaranteed and cross-collateralized by
substantially all of the assets of the consolidated group. The Operating
Subsidiaries will be required to pay quarterly commitment fees equal to 0.375%
or 0.250% per annum, depending on their consolidated financial leverage, on
the aggregate unused portion of the aggregate commitment (other than, until
taken down, the 354-day facility on which it is 0.125% until so taken down).
Other proposed provisions of the Operating Subsidiaries' New Credit Facilities
are comparable to the Loan Agreement, although the financial and other
covenants are somewhat more favorable to the Operating Subsidiaries in certain
respects, including an increase of the Total Debt (of the Operating
Subsidiaries) to Annualized Operating Cash Flow ratio from 6.0:1 to 6.5:1 and
the inclusion of a Total Debt (of ATS and the Operating Subsidiaries) to
Annualized Operating Cash Flow ratio of 8.0:1. The New Credit Facility of ATS
will prohibit the payment of cash dividends and the redemption, purchase or
other acquisition of equity securities, except to the extent of the net
proceeds of the proposed public offering used to redeem the Interim Preferred
Stock. There can, of course, be no assurance that the New Credit Facilities
will be executed on terms satisfactory to ATS. In connection with the
refinancing, ATS expects to recognize an extraordinary loss of approximately
$1.4 million, net of a tax benefit of $0.9 million, during the second quarter
of 1998. See "Indebtedness of American Tower Systems".

During 1997, ATS built or had under construction approximately 80 towers and
had additional capital expenditures of approximately $20.6 million. During
1998, ATS (including ATC and other acquired companies) plans to build or
commence construction of approximately 550 towers (most of which are on a
build to suit basis) at an estimated aggregate cost of approximately $110.0
million, including a contract presently being negotiated with a wireless
service company to provide more than 200 towers (of which more than 160 will
be newly constructed) for an estimated cost of approximately $32.0 million,
although there can be no assurance that such negotiations will result in a
definitive agreement.

A substantial portion of ATS's cash flow from operations is required for
debt service. Accordingly, ATS's leverage could make it vulnerable to a
downturn in the operating performance of its towers or in economic conditions.
ATS believes that its cash flows from operations will be sufficient to meet
its debt service requirements for interest and scheduled payments of principal
under the proposed loan agreements. If such cash flow were not sufficient to
meet such debt service requirements, ATS might be required to sell equity
securities, refinance its obligations or dispose of communications sites or
other businesses in order to make such scheduled payments. There can be no
assurance that ATS would be able to effect any of such transactions on
favorable terms.

ATS historically has had sufficient cash from its operations to meet its
working capital needs, including normal capital expenditures, but excluding
financing of acquisitions and construction, and believes that it has
sufficient financial resources available to it, including borrowings under the
New Credit Facilities, to finance operations for the foreseeable future.

33
<PAGE>

ATS intends to finance its obligations under pending acquisitions out of
borrowings under the Loan Agreement. ATS estimates such obligations aggregate
approximately $363.6 million, including the repayment of approximately $125.0
million of debt in connection with the ATC Merger.

If additional substantial acquisition or construction opportunities become
available, ATS may require additional financing during 1998. Any such
financing could take the form of an increase in the maximum borrowing levels
under the proposed loan agreements (which would be dependent on the ability to
meet certain leverage ratios), the issue of debt or senior equity securities
(which could have the effect of increasing its consolidated leverage ratios)
or equity securities (which, in the case of Common Stock or securities
convertible into or exercisable for Common Stock, would have a dilutive effect
on the proportionate ownership of ATS of its then existing common
stockholders). There can be no assurance that any such financing would be
available on favorable terms.

Management expects that the consummated acquisitions, the consummation of
the ATC Merger, and current and future construction activities will have a
material impact on liquidity. As indicated in the Unaudited Pro Forma
Condensed Consolidated Balance Sheet for the year ended December 31, 1997, and
the foregoing discussion there is a substantial difference in the historical
liquidity and pro forma liquidity of ATS. Management believes that the
acquisition activities once integrated will have a favorable impact on
liquidity and will offset the initial effects of the funding requirements.
Management also believes that the construction activities may initially have
an adverse effect on the future liquidity of ATS as newly constructed towers
will initially decrease overall liquidity, although as such sites become more
fully operational and achieve higher utilization, they should generate cash
flow and, in the longer term, increase liquidity.

See "Business--Recent Transactions" and the Notes to the Consolidated
Financial Statements with respect to acquisition and construction commitments.

YEAR 2000

ATS is aware of the issues associated with the Year 2000 as it relates to
information systems. The Year 2000 is not expected to have a material impact
on ATS's current information systems because its software is either already
Year 2000 compliant or required changes are not expected to be material. Based
on the nature of ATS's business, ATS anticipates it is not likely to
experience material business interruption due to the impact of Year 2000
compliance on its customers and vendors. As a result, ATS does not anticipate
that incremental expenditures to address Year 2000 compliance will be material
to ATS's liquidity, financial position or results of operations over the next
few years.

INFLATION

The impact of inflation on ATS's operations has not been significant to
date. However, there can be no assurance that a high rate of inflation in the
future will not have material adverse effect on ATS's operating results.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB released FAS No. 130 "Reporting Comprehensive Income"
(FAS 130), and FAS No. 131 "Disclosures about Segments of Enterprise and
Related Information" (FAS 131). These pronouncements will be effective in
1998. FAS 130 establishes standards for reporting comprehensive income items
and will require ATS to provide a separate statement of comprehensive income;
reported financial statement amounts will not be affected by this adoption.
FAS 131 established standards for reporting information about the operating
segments in its annual report and interim reports. ATS will adopt this
standard for its full year 1998 financial information.

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In February 1998, the FASB released FAS No. 132, "Employer's Disclosures
about Pensions and Other Postretirement Benefits" (FAS 132), which ATS will be
required to adopt in 1998. FAS 132 will require additional disclosure
concerning changes in ATS's pension obligations and assets and eliminates
certain other disclosures no longer considered useful. Adoption of this
standard will have no effect on reported consolidated results of operations or
financial position.

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INDUSTRY OVERVIEW

Communications site owners and operators have benefited in recent years from
a substantial increase in demand for wireless communications services. The
Cellular Telecommunications Industry Association estimates that the number of
subscribers to wireless telephone services was approximately five million in
1990. According to The Strategis Group, a telecommunications marketing
research firm, the number of subscribers to cellular and PCS is over 50
million today and is projected to increase to over 100 million by the year
2001. This demand has prompted the issuance of new wireless network licenses
and construction of new wireless networks. ATS believes that the increase in
demand for wireless communications is attributable to a number of factors,
including the increasing mobility of the U.S. population and the growing
awareness of the benefits of mobile communications, technological advances in
communications equipment, decreasing costs of wireless services, favorable
changes in telecommunications regulations, and business and consumer
preferences for higher quality voice and data transmission. Consequently, more
towers will be required to accommodate the anticipated increase in the demand
for higher frequency technologies (such as PCS and ESMR) which have a reduced
cell range and thus require a denser network of towers. The Personal
Communications Industry Association estimates that over 100,000 additional
antennae sites will have to be built to accommodate the needs of cellular and
PCS over the next ten years.

ATS believes that as the wireless communications industry has grown it has
become more competitive. As a consequence, many carriers may seek to preserve
capital and speed access to their markets by focusing on activities that
contribute directly to subscriber growth, by outsourcing infrastructure
requirements such as owning, constructing and maintaining towers or by co-
locating transmission facilities. Previously, carriers typically sourced many
of such services in-house, while local non-integrated service contractors
focused on specific segments such as radio frequency engineering, site
acquisition and tower construction. To meet these carrier needs, independent
operators have expanded into a number of associated network and communications
site services, such as the selection and acquisition of communications sites
(including the resolution of zoning and permitting issues), the design of
wireless and broadcast sites and networks, and the construction or supervision
of construction of towers. Also, in order to accelerate network deployment or
expansion and to generate efficiencies, carriers are increasingly co-locating
transmission infrastructure with that of other network operators. The need for
co-location has also been driven by regulatory restrictions and the growing
interest of local municipalities in slowing the proliferation of towers in
their communities by requiring that towers accommodate multiple tenants.

While the wireless communications industry is experiencing rapid growth, the
television broadcasting industry, with strong encouragement from both Congress
and the FCC, is actively planning its strategy for the transition from analog
to digital technology. This change will be required by a construction
timetable imposed on television broadcast licensees by the FCC. The FCC
construction timetable, although subject to revision, currently requires a
number of television stations to commence digital service as soon as May 1,
1999, and some stations have promised to begin such service earlier. ATS
believes that this transition will require a substantial investment in
enhanced broadcast infrastructure, including the construction or reengineering
of broadcast towers. While ATS expects much of the associated capital
requirements will be borne by the broadcasters, management believes that a
significant opportunity exists to invest profitably in the creation of tower
capacity designed to accommodate digital antennas for television broadcasters.
Management believes that, as with the deployment of towers for the wireless
carriers, speed to market and limited capital resources will cause certain
broadcasters to outsource the construction or reengineering of their towers in
order to accommodate digital technology.

A communications tower's location, height and the loaded capacity at certain
wind speeds determine its desirability to wireless carriers and the number of
antennae that the tower can support. An antenna's height on a tower and such
tower's location determine the line-of-sight of such antenna with the horizon
and, consequently, the distance a signal can be transmitted. Some users, such
as paging companies and specialized mobile radio ("SMR") providers in rural
areas, need higher elevations for broader coverage. Other carriers such as
PCS, ESMR and cellular companies in metropolitan areas usually do not need to
place their equipment at the highest tower point to maximize transmission
distance and quality.

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A tower can be either self-supporting or supported by guy wires. There are
two types of self-supporting towers: the lattice and the monopole. A lattice
tower is usually tapered from the bottom up and can have three or four legs. A
monopole is a tubular structure that is typically used as a single purpose
tower or in places where there are space constraints or a need to address
aesthetic concerns. Self-supporting towers typically range in height from 50-
200 feet for monopoles and up to 1,000 feet for lattices, while guyed towers
can reach 2,000 feet or more. A typical communications site consists of a
compound enclosing the tower or towers and an equipment shelter (which houses
a variety of transmitting, receiving and switching equipment).

Rooftop or other building top sites are more common in urban downtown areas
where tall buildings are generally available and multiple communications sites
are required due to high traffic density. One advantage of a rooftop site is
that zoning regulations typically permit installation of antennae. In cases of
such population density, neither height nor extended radius of coverage is as
important. Moreover, the installation of a free-standing tower structure in
urban areas will often prove to be impossible due to zoning restrictions, land
cost and land availability.

The cost of construction of a tower varies both by site location (which will
determine, among other things, the required height of the tower) and type of
tower. Non-broadcast towers (whether on a rooftop or the ground) generally
cost between approximately $150,000 and $200,000, while broadcasting towers
(which generally are built to bear a greater load) generally cost between
approximately $300,000 and $1.0 million if on an elevated location and between
approximately $1.0 million and $3.5 million if on flat terrain. While the
number of tenants which a tower can accommodate will vary depending on the
nature of the services provided by such tenants and the height of the tower,
non-broadcast towers of 200-300 feet that are designed to maximize capacity
generally are capable of housing between five and ten tenants using an
aggregate of between 25 and 50 antennae and broadcasting towers generally are
capable of housing between ten and forty tenants using an aggregate of between
50 and 100 antennae. Annual rental payments vary considerably depending upon
(i) the type of service being provided; (ii) the size of the transmission line
and the number and weight of the antennae on the tower; (iii) the existing
capacity of the tower; (iv) the antenna's placement on, and the location and
height of, the tower; and (v) the competitive environment.

Lease terms vary depending upon the industry user, with television and radio
broadcasters tending to prefer longer term leases (15 to 20 years) than
wireless communications service providers (five to ten years). In either case,
most of such leases contain provisions for multiple renewals at the option of
the tenant. Governmental agencies, because of budgetary restrictions,
generally have one-year leases that tend to renew automatically. Leases tend
to be renewed because of the complications associated with moving antennae. In
the case of a television or radio broadcaster, such a move might necessitate
FCC approval and could entail major dislocations and the uncertainty
associated with building antennae in new coverage areas. In the case of
cellular, PCS and other wireless users, moving one antenna might necessitate
moving several others because of the interlocking grid-like nature of such
systems. In addition, the increasing difficulty of obtaining local zoning
approvals, the environmental activism of community groups, and the
restrictions imposed upon owners and operators by the FAA and upon tenants by
the FCC, tend to reduce the number of alternatives available to a tower user.
Leases generally provide for annual automatic price increases (escalator
provisions) based on specified estimated cost measures or on increases in the
consumer price index. Owners and operators generally also receive fees for
installing customers' equipment and antennae on the communications site.

Wireless communications towers are owned by a wide range of companies,
including wireless communications providers, regional Bell operating
companies, long distance companies, television and radio broadcasting
companies, independent tower operators, utilities and railroads. Despite the
increasing demand for communications sites, the industry remains highly
fragmented, with few independent operators owning a large number of towers.
ATS estimates that no one independent tower owner and operator (one which owns
and operates communications sites principally for other entities) owns more
than 2% of the towers in the United States. The pace of consolidation has
begun to accelerate, however, as the larger independent operators continue to
acquire small local or regional operators and purchase communications sites
and related assets from wireless

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communications carriers. Management believes that a major factor contributing
to such consolidation is the emergence of many major companies seeking to
provide increasingly sophisticated wireless services on a national basis.
This, in turn, creates a need for substantial companies capable of developing
and constructing networks of communications sites and maintaining and
servicing the sophisticated support facilities associated with ongoing
operations. ATS believes that the national and other large wireless service
providers will prefer to deal with a company that can meet the majority of
such providers' needs within a particular market or region, rather than, as in
the past, a large number of individual tower owners, construction companies
and other service providers. See "Risk Factors".

Unlike the fragmented nature of the communications site business, customers
in all segments of the wireless communications industry and the broadcast
industry tend to be large, well capitalized national companies.

As a consequence of the foregoing factors, as well as the lack of
seasonality of the industry, the communications site industry is characterized
by a predictable and recurring stream of income.

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BUSINESS

GENERAL

American Tower Systems is a leading independent owner and operator of
wireless communications towers in the United States. Since its organization in
1995, ATS has grown, predominantly through acquisitions, to a company
operating more than 1,750 towers in 44 states and the District of Columbia.
Although it intends to pursue strategic acquisitions, ATS plans to focus on
tower construction and to build or commence construction of approximately 550
towers in 1998, at an estimated aggregate cost of approximately $110.0
million. For the year ended December 31, 1997, giving effect to the ATS Pro
Forma Transactions, ATS had net revenues and EBITDA of $94.9 million and $40.2
million, respectively.

ATS's primary business is the leasing of antennae sites on multi-tenant
towers for a diverse range of wireless communications industries, including
PCS, cellular, ESMR, SMR, paging and fixed microwave, as well as radio and
television broadcasters. ATS also offers its customers a broad range of
network development services, including network design, site acquisition,
zoning and other regulatory approvals, tower construction and antennae
installation. ATS intends to expand these services and to capitalize on its
relationships with its wireless customers through major projects to construct
towers for them that ATS will own and operate. ATS is also engaged in the
video, voice and data transmission business, which it currently conducts in
the New York City to Washington, D.C. corridor and Texas.

ATS is geographically diversified with significant networks of
communications towers throughout the United States. Its largest networks are
in California, Florida and Texas, and it owns and operates or is constructing
tower networks in numerous cities, including Albuquerque, Atlanta, Austin,
Baltimore, Boston, Dallas, Jacksonville, Kansas City, Los Angeles, Miami-Ft.
Lauderdale, Minneapolis, Nashville, New York, Philadelphia, Sacramento, San
Antonio, San Diego, San Francisco, Tucson, Washington, D.C. and West Palm
Beach.

ATS has a diversified base of approximately 2,500 customers, no one of which
accounted for more than 10% of its 1997 pro forma net revenues from site
leasing activities and the five largest of which account for less than 30% of
such net revenues. ATS's wide range of customers include most of the major
wireless providers in that industry, including Airtouch, Alltell, AT&T
Wireless Services, Bell Atlantic Mobile, BellSouth, GTE Mobilnet, Houston
Cellular, Metrocall, Mobile Comm, Nextel, Omnipoint, PacBell, PageNet,
PowerTel, PrimeCo PCS, SkyTel, Southwestern Bell, Sprint PCS and Western
Wireless. In addition, most of the major companies in the radio and television
broadcasting industry are ATS's customers, including ABC, CBS, Chancellor
Media, Clear Channel, CNN, Fox, Jacor and NBC. ATS's site acquisition services
are provided to most of such wireless service providers, and ATS has
constructed or is constructing towers on a build to suit basis for companies
such as Nextel, Omnipoint and Southwestern Bell and is negotiating a contract
with another wireless company to provide up to an aggregate of 200 towers (of
which more than 160 would be newly constructed). The principal users of ATS's
video, voice and data transmission services are television broadcasters and
other video suppliers such as CBS, CNN, Fox and HBO.

Management estimates that its site leasing activities, which it believes
generate the highest profit margin of its businesses, account for
approximately 56% of its ongoing pro forma net revenues; site acquisition
activities (including construction for others) account for 24%; and the video,
voice and data transmission business accounts for 20%. However, in light of
management's intention to focus on construction activities, which will
increase the number of antennae sites available for leasing, ATS believes that
leasing activities are likely to grow at a more rapid rate than other aspects
of its business.

ATS derives its revenue from various industry segments. The percentage of
ATS's 1997 pro forma net revenues derived from the various industry segments
(including from its site acquisition activities) is estimated to be
approximately as follows: ESMR/SMR--15%; paging--13%; PCS--23%; cellular--9%;
radio and television broadcasting--7%; microwave--3%; governmental and
others--3% and private industrial users--1%. The remaining approximately 26%
of such revenues is derived from its video, voice and data transmission
customers which are primarily the major broadcast television networks, CNN and
HBO. Management believes

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that the foregoing percentages are not necessarily indicative of future
contributions likely to be made by the various aspects of its business or of
the several different types of wireless providers, particularly in light of
the anticipated growth of PCS, cellular and ESMR compared to other wireless
providers and management's intended focus on build to suit and other tower
construction activities.

ATS's growth strategy is designed to enhance its position as a leading U.S.
provider of communications sites and network development services to the
wireless communications and broadcasting industries. The principal elements of
this strategy are: (i) to maximize utilization of antennae sites through
targeted sales and marketing techniques; (ii) to expand its tower construction
activities, principally through build to suit projects; and (iii) to pursue
strategic acquisitions, designed principally to facilitate entry into new
geographic markets and to complement the construction program.

ATS believes that as the wireless communications industry has grown it has
become more competitive. As a consequence, many carriers may seek to preserve
capital and speed access to their markets by focusing on activities that
contribute directly to subscriber growth and by outsourcing infrastructure
requirements such as owning, constructing and maintaining towers. ATS also
believes that many carriers are, for similar reasons, increasingly co-locating
transmission facilities with those of others, a trend likely to be accelerated
because of regulatory restrictions and the growing tendency of local
municipalities to require that towers accommodate multiple tenants. Management
also believes that national and other large wireless service providers will
prefer to deal with a company, such as ATS, that can meet the majority of such
providers' needs within a particular market or region, rather than, as in the
past, with a large number of individual tower owners, construction companies
and other service providers. See "Risk Factors".

Management believes that, in addition to such favorable growth and
outsourcing trends, the communications site industry and ATS will benefit from
several favorable characteristics, including the following: (i) a recurring
and growing revenue stream based to a significant extent on long-term leases;
(ii) low tenant "churn" due to the costs and disruption associated with
reconfiguring a wireless network or broadcasting location; (iii) a customer
base which is diversified by industry, among customers within each industry
and geographical area, and which consists principally of large, financially
responsible national companies; (iv) favorable absolute and incremental tower
cash flow margins due to low variable operating costs; (v) low on-going
maintenance capital requirements; (vi) local government and environmental
initiatives to reduce the numbers of towers thereby requiring carriers to co-
locate antennae; and (vii) opportunity to consolidate in a highly fragmented
industry, thereby creating the potential for enhanced levels of customer
service and operating efficiency.

GROWTH STRATEGY

ATS's objective is to enhance its position as a leading U.S. provider of
communications sites and network development services to the wireless
communications and broadcasting industries. ATS's growth strategy consists of
the following principal elements:

Internal Growth through Sales, Service and Capacity
Utilization. Management believes that a substantial opportunity for
profitable growth exists by maximizing the utilization of existing and
future towers. Because the costs of operating a site are largely fixed,
increasing tower utilization significantly improves site operating margins.
Moreover, when a specific tower reaches full antennae attachment capacity,
ATS is often able to construct an additional tower at the same location,
thereby further leveraging its investment in land, related equipment and
certain operating costs, such as taxes, utilities and telephone service.

ATS intends to use targeted sales and marketing techniques to increase
utilization of both existing and newly constructed towers and to maximize
investment returns on acquired towers with underutilized capacity.
Management believes that the key to the success of this strategy lies in
its ability to develop and consistently deliver a high level of customer
service, and to be widely recognized as a company that makes realistic
commitments and then delivers on them. Since speed to market and reliable
network performance are critical components to the success of wireless
service providers, ATS's ability to assist its customers in

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meeting these criteria will ultimately define its marketing success and
capacity utilization. ATS targets wireless providers that are expanding or
improving their existing network infrastructure as well as those deploying
new technologies.

Growth by Construction. ATS believes that attractive investment returns
can be achieved by constructing new tower networks in and around markets in
which it already has a presence, along major highways, and in targeted new
markets, particularly markets that have not been significantly built out by
carriers or other communications site companies. By working with one or
more "anchor" tenants, ATS will seek to develop an overall master plan for
a particular network by locating new sites in areas identified by its
customers as optimal for their network expansion requirements. ATS
generally secures commitments for leasing prior to commencing construction,
thereby minimizing, to some extent, the risks associated with the
investment. See "Risk Factors--Construction of New Towers". In certain
cases, ATS may identify and secure all zoning and other regulatory permits
for a site in anticipation of customer demand, with actual construction
being delayed until an anchor tenant is secured on reasonable terms.
Strategic acquisitions will also be pursued as a means of filling out or,
in certain cases, initiating, a tower network.

Because of the relatively attractive initial returns which can be
achieved from new tower construction, and because ATS can design and build
towers to specifications that assure ample future capacity and minimize the
need for future capital expenditures, management intends to place a strong
emphasis on new tower development for the foreseeable future. Management
also intends to pursue new tower construction to service the demand for
digital television and for tower space for radio antennae displaced by
digital television requirements. Over time, management believes that more
than half of its towers will result from new construction, with the vast
majority of these designed to serve the wireless communications industry.

During 1997, ATS (including ATC and other acquired companies) built or
had under construction approximately 240 towers, including those
constructed for and owned by third parties. During 1998, ATS (including ATC
and other acquired companies) plans to construct or have under construction
approximately 550 towers (most of which are on a build to suit basis) at an
estimated aggregate cost of approximately $110.0 million, including a
contract that ATS is actively negotiating with a wireless service company
to provide more than 200 towers (of which more than 160 would be newly
constructed) for an estimated cost of approximately $32.0 million. In
addition, ATS is seeking other build to suit projects, although there can
be no assurance that any definitive agreements will result.

The ability to obtain, and commit to, large new construction projects
will require significant financial resources. Management believes that its
cost of capital, relative to the cost of capital of its competitors, will
be an important factor in determining the success of its growth by
construction strategy. Based on its previous capital market transactions,
management believes that it has a good reputation in the financial
community, including among banks, investment banking firms, institutional
investors and public investors, and that such reputation will help it
attract capital on the favorable terms necessary to finance its growth.
However, there can be no assurance that funds will be available to ATS on
such terms.

Growth by Acquisition. ATS intends to continue to target strategic
acquisitions in markets or regions where it already owns towers as well as
new markets, possibly including non-U.S. markets. ATS has achieved a
leading industry position primarily through acquisitions. ATS will attempt
to increase revenues and operating margins at acquired communications sites
through expanded sales and marketing efforts, improved customer service,
the elimination of redundant overhead and, in certain instances, increasing
tower capacity. Acquisitions are evaluated using numerous criteria,
including potential demand, tower location, tower height, existing capacity
utilization, local competition, and local government restrictions on new
tower development. ATS also intends to pursue, on a selective basis, the
acquisition of site acquisition companies and providers of video, voice and
data transmission services. ATS may also pursue acquisitions related to the
communications site industry, including companies engaged in the tower
fabrication business.

While to date the majority of ATS's growth has resulted from acquisition
activities, management expects to shift ATS's emphasis more towards build
to suit and new tower construction, where it believes

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investment returns are more attractive. It will, however, continue to
evaluate numerous acquisition prospects, and expects to consummate selected
acquisitions when the economics or fit are sufficiently attractive.

PRODUCTS AND SERVICES

. LEASING OF ANTENNAE SITES. ATS's primary business is the leasing of
antennae sites on multi-tenanted communications towers to companies in all
segments of the wireless communications and broadcasting industries. Giving
effect to pending acquisitions, ATS will have more than 1,750 towers in 44
states and the District of Columbia, approximately 490 of which are managed
for others, including approximately 280 rooftop antennae. ATS currently
operates approximately 800 towers (of which approximately 365 are managed for
others) and ATC currently operates approximately 850 towers (of which
approximately 125 are managed for a third party).

ATS rents tower space and provides related services for a diverse range of
wireless communications industries, including PCS, cellular, ESMR, SMR,
paging, fixed microwave, as well as radio and television broadcasters. ATS is
geographically diversified with significant tower networks throughout the
United States with its largest networks in California, Florida and Texas, and
owns and operates communications sites or is constructing tower networks in
cities such as Albuquerque, Atlanta, Austin, Baltimore, Boston, Dallas,
Houston, Jacksonville, Kansas City, Los Angeles, Miami-Ft. Lauderdale,
Minneapolis, Nashville, New York, Philadelphia, Sacramento, San Antonio, San
Diego, San Francisco, Tucson, Washington, D.C. and West Palm Beach.

ATS's leases, like most of those in the industry, generally vary depending
upon the industry user, with television and radio broadcasters preferring long
term leases (generally from 15 to 20 years), and wireless communications
providers favoring somewhat shorter lease terms (generally from five to ten
years), with multiple renewals at the option of the tenant. However, ATC's
leases tend to be of shorter duration, generally two years, and permit earlier
termination if ATC attempts to impose price increases relating to escalation
provisions. Leases tend to be renewed due to the costs and disruption
associated with reconfiguring a network or broadcast location.

Most of ATS's leases have escalator provisions (annual automatic increases
based on specified estimated cost measures or on increases in the consumer
price index) that permit ATS to keep pace with inflation. While these
provisions are not by themselves intended to be a primary source of growth,
they provide a stable and predictable growth component that is then enhanced
by increased tower utilization.

The number of antennae which ATS's towers can accommodate varies depending
on the type of tower (broadcast or non-broadcast), the height of the tower,
and the nature of the services provided by such antennae, although
broadcasting towers generally are capable of holding more and larger antennae
and serving more tenants than non-broadcasting towers. Annual rental payments
vary considerably depending upon (i) the type of service being provided; (ii)
the size of the transmission line and the number and weight of the antennae on
the tower; (iii) the existing capacity of the tower; (iv) the antenna's
placement on, and the location and height of, the tower; and (v) the
competitive environment. Management believes that it is not possible to state
with any degree of precision the vacancy or unused capacity of a "typical"
tower, group of related towers or all of its towers for a variety of reasons,
including, among others, the variations that occur depending on the types of
antennae placed on the tower, the types of service being provided by the tower
users, the type and location of the tower or towers, the ability to build
other towers so as to configure a network of related towers, whether any of
the users have imposed restrictions on competitive users, and whether there
are any environmental, zoning or other restrictions on the number or type of
users.

Build to Suit Business. Historically, cellular and other wireless service
providers have constructed a majority of their towers for their own use, while
usually outsourcing certain services such as site acquisition and construction
management. More recently, however, service providers have expressed a growing
interest in having independent companies own the towers on which they will
secure space under long-term leases. Management believes this trend is the
result of a need among such providers to preserve capital and to speed access
to their markets by focusing on activities that contribute to subscriber
growth and by outsourcing infrastructure requirements, such as owning,
constructing and maintaining towers, or by co-locating their transmission

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infrastructure. ATS has positioned itself as an attractive choice for this
build to suit opportunity. It has done so by acquiring and developing
reputable site acquisition companies with established client relationships in
both site acquisition and construction management, and by securing the
financial resources necessary to participate in the build to suit arena on a
substantial scale. Management believes companies that are able to demonstrate
the ability to successfully locate, acquire and permit sites and finance and
construct towers in a timely manner will be used by a significant number of
wireless service providers on an expanded basis. ATS is currently engaged in
build to suit efforts for a range of clients including Nextel, Omnipoint,
Prime and Southwestern Bell and is actively negotiating with another wireless
service company to provide more than 200 towers of which more than 160 would
be newly constructed towers.

In most cases, well engineered and well located towers built to serve the
specifications of an initial anchor tenant in the wireless communications
sector will attract three or more additional wireless tenants over time,
thereby increasing revenue and enhancing margins. ATS has had only limited
experience, to date, with build to suit projects and those that it has
completed and that are operational have been on a much smaller scale than
those that it is negotiating or will seek in the future. Management believes
that ATS's favorable results (occupancy and financial) achieved on completed
projects are not representative of the results likely to be achieved from the
larger projects ATS is currently contemplating and, therefore, has not
included information with respect to the typical vacancy rates or financial
results that can be expected to be generated by such build to suit projects.
See "Risk Factors--Construction of New Towers" for a description of certain
risks involved in tower construction, particularly those involving large build
to suit projects.

Communications Site Management Business. ATS is a leading manager of
communications sites, principally rooftop sites but also ground towers, for
other owners. A principal aspect of this business is the development of new
sources of revenue for building owners by effectively managing all aspects of
rooftop telecommunications, including two-way radio systems, microwave, fiber
optics, wireless cable, paging and rooftop infrastructure construction
services. ATS manages approximately 490 sites (of which approximately 280 are
rooftops) in 35 states. Management contracts are generally for a period of
five years and contain automatic five-year renewal periods unless terminated
by either party on notice prior to such renewal term or upon an uncured
default. Pursuant to these contracts, ATS is responsible for marketing
antennae sites on the tower, reviewing existing and negotiating future license
agreements with tenant users, managing and enforcing those agreements,
supervising installation of equipment by tenants to ensure, among other
things, non-interference with other users, supervising repairs and maintenance
to the towers, as well as site billing, collections and contract
administration. In addition, ATS handles all calls as well as questions
regarding the site so that the building management team or owner is relieved
of this responsibility. For such services, ATS is entitled to a percentage of
lease payments, which is higher for new tenants than for existing tenants.
Upon any termination of a contract, unless because of its default, ATS is
entitled to its percentage with respect to then existing tenants so long as
they remain tenants.

. SITE ACQUISITION BUSINESS. ATS's site acquisition division has developed
more than 8,000 sites in 48 states and currently has field offices in 13 major
cities including Atlanta, Chicago, Charlotte, Cleveland, Jacksonville, New
Orleans and Seattle. The site selection and acquisition process begins with
the network design. Highway corridors, population centers and topographical
features are identified within the carrier's existing or proposed network, and
drive tests are performed to monitor all PCS, cellular and ESMR frequencies to
locate the systems then operating in that geographic area and identify where
any holes in coverage may exist. Based on this data, the carrier and ATS
develop a "search ring", generally of one-mile radius, within which the site
acquisition department identifies land available either for purchase or lease.
ATS personnel select the most suitable sites, based on demographics, traffic
patterns and signal characteristics. The site is then submitted to the local
zoning/planning board for approval. If the site is approved, in certain
instances ATS will supervise construction of the towers and other improvements
on the communications site. ATS's site acquisition services are provided on a
fixed fee or time and materials basis. Existing users of ATS's site
acquisition business include Airtouch, Alltel, AT&T Wireless Services,
Ameritech, Bell Atlantic Mobile, BellSouth, GTE Mobilnet, MobileComm, PageNet,
Power Tel, SkyTel, Southwestern Bell, Sprint PCS and Western Wireless.While
ATS

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will continue to provide site acquisition services to those customers desiring
them, it also intends to actively market its build to suit construction and
leasing services as an extension of these services. ATS has constructed or is
constructing towers on a build to suit basis for companies such as Nextel,
Omnipoint and Southwestern Bell and is negotiating a contract with another
wireless company to provide up to 200 towers (of which approximately 160 would
be newly constructed).

. VOICE, VIDEO AND DATA TRANSMISSION BUSINESS. ATS's voice, video and data
transmission business is operated in the New York City to Washington, D.C.
corridor and in Texas. A teleport is the technical link for all video, voice
and data transmission to and from ground based, terrestrial sources and
satellites. A typical teleport facility consists of 20-40 satellite dishes
(antennae), a 24-hour, 365-day operations center, microwave and fiber optics
links, and generators and other support facilities. ATS owns a teleport
outside of New York City and has an agreement to acquire a teleport outside of
Washington, D.C., and distributes video, voice and data over the New York to
Washington D.C. corridor through a fiber and microwave network, including 13
towers. The New York teleport system is located on a 70-acre owned site which
is zoned for 29 microwave dishes of which 22 are existing, thereby providing
significant expansion capacity. The Washington teleport system is located in
northern Virginia, inside of the Washington Beltway, on ten acres and houses
40 antennae with the capacity for an additional ten antennae. The network
includes both fiber and microwave channels, is used by all of the major
television broadcast networks, and accesses all domestic and major
international satellites in the operating region. The system is able to
distribute voice, video and data through satellite or terrestrial
distribution. The Texas system consists of a teleport outside of Dallas that
enables it to distribute video, voice and data from Dallas to Corpus Christi
through a fiber and microwave network including 35 towers. This system
includes 15 microwave dishes and covers the most populated area of Texas,
servicing Austin, Corpus Christi, Dallas, Houston and San Antonio. The system
connects to all major sports and convention venues, video companies and
broadcast networks in those cities. The principal users of ATS's video, voice
and data transmission services are television broadcasters and other video
suppliers such as CBS, CNN, Fox and HBO.

CUSTOMERS

ATS's customers aggregate approximately 2,500 and include many of the major
companies in the wireless communications industry. While none of ATS's
customers accounted for as much as 10% of its 1997 pro forma net revenues from
site leasing activities, most of the customers named below accounted for more
than 1% of such revenues and each is considered by ATS to be an important
customer:

(i) Cellular and PCS: Airtouch, Alltell, AT&T Wireless, Bell Atlantic
Mobile, BellSouth, GTE Mobilnet, Houston Cellular, Mobile Comm, Omnipoint,
PacBell, Prime Co, PCS, Southwestern Bell Mobile Systems (operating as
Cellular One), and Sprint PCS;

(ii) Paging: Arch, Metrocall, PageMart PageNet and Pittencrief;

(iii) ESMR: Nextel

(iv) Television and Radio Broadcasting: ABC, CBS, Chancellor Media, Clear
Channel, CNN, Fox, Jacor Communications and NBC.

ATS's site acquisition activities, which afford ATS the opportunity to
furnish additional services such as the construction and leasing of
communications sites, are provided to most of the cellular, PCS and ESMR
customers listed above. ATS has constructed or is constructing towers on a
build to suit basis for companies such as Nextel, Omnipoint and Southwestern
Bell and is negotiating an agreement to provide 200 towers for another
wireless provider.

The principal users of ATS's video, voice and data transmission services are
television broadcasters and other video suppliers such as CBS, CNN, Fox and
HBO. Revenues are derived from two sources of approximately equal
significance: (i) contracted, long-term services of a regular, recurring
nature and (ii) nonrecurring services relating to special news or events.
Monthly transmissions average approximately 3,500 at ATS's teleports.

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MANAGEMENT ORGANIZATION

ATS is headquartered in Boston and is organized on a regional basis with
each region being headed by a vice president who reports to the Chief
Operating Officer. Its current regional operations are based in Boston,
Atlanta, Houston and the San Francisco Bay area, although additional regional
centers may develop over time. Management believes that its regional
operations centers, which are in varying stages of development, should
ultimately be capable of responding effectively to the opportunities and
customer needs of their respective defined geographic areas and that these
operations centers should have skilled engineers, construction management and
marketing personnel. Management also believes that over time enhanced customer
service and greater operating efficiencies can be achieved by centralizing
certain operating functions, including accounting and lease administration.
Such centralization, when achieved, will enable key information about each
site, tower lease and customer to become part of a centralized database, with
communications links to regional operations centers.

In conjunction with its acquisition of various companies, management
believes it has obtained the services of key personnel with skills in areas
such as engineering, site acquisition, construction management, tower
operations, marketing, lease administration, and finance. As ATS seeks to
expand its size and improve on the quality and consistency of service
delivery, it believes it needs to complete the staffing of its existing
regions and may, in the longer term, need to supplement its current workforce
in certain critical areas, develop new regional centers and intensify its
dedication to customer service. Accordingly, management is actively recruiting
key personnel to complete the staffing of its regional operations centers and
to strengthen and deepen its corporate group. ATS focuses its efforts on
recruiting people from the industry sectors it serves and in some instances
recruiting skilled engineers, marketing and other personnel from outside the
communications site, wireless communications and broadcasting industries.

HISTORY

In early 1995, Steven B. Dodge, Chairman of the Board, President and Chief
Executive Officer of American Radio, and other members of American Radio's
management, recognized the opportunity in the communications site industry as
a consequence of ARS's ownership and operation of broadcast towers. ATS was
formed in July 1995 to capitalize on this opportunity. During 1996, ATS's
acquisition program was modest, entailing the acquisition of companies owning
an aggregate of 15 communications sites and managing approximately 250 sites
for others, for an aggregate purchase price of approximately $21.0 million.
During that year, however, ATS entered into several more significant
acquisition agreements that were consummated in 1997.

RECENT TRANSACTIONS

Of the following Recent Transactions, only the Meridian Transaction, the
Diablo Transaction, the MicroNet Transaction, the Tucson Transaction, the
Gearon Transaction, the OPM Transaction, the ATC Merger and the Transfer of
Towers from ARS to ATS are included in the ATS Pro Forma Transactions.

Consummated Acquisitions. Since January 1, 1997, ATS has consummated more
than 15 acquisitions (including those agreed to in 1996) involving more than
550 sites (including sites on which towers are to be constructed) and its site
acquisition and voice, video and data transmission businesses.

In May 1997, ATS consummated, among others, three acquisitions as follows:
(i) the purchase of two related companies engaged in the site acquisition
business for unaffiliated third parties in various locations in the United
States for approximately $13.0 million; (ii) the purchase of a tower site
management business, in Georgia, North Carolina and South Carolina for
approximately $5.4 million of 21 tower sites, and (iii) the purchase of a 70%
interest in a business that will initially own and operate communications
towers that are to be constructed on 58 sites in northern California; the
remaining 30% of the joint venture (ATS/PCS), is owned by an unaffiliated
party. ATS paid the other party approximately $0.8 million in cash for its 70%
interest and is obligated to provide equity financing for the construction of
those towers (estimated at approximately $5.3 million) as well as any others
that the joint venture may construct. See "--Pending Acquisitions".

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In July 1997, ATS consummated four unrelated acquisitions, including the
purchase for approximately $33.5 million for 56 sites and a tower site
management business in southern California (the "Meridian Transaction").

In October 1997, ATS consummated two unrelated acquisitions as follows: (i)
110 sites and a site management business primarily in northern California for
approximately $45.0 million (the "Diablo Transaction"); and (ii) 128 owned or
leased tower sites, principally in the Mid-Atlantic region, with the remainder
in California and Texas, and the video, voice and data transmission business
for approximately $70.25 million (the "MicroNet Transaction").

In January 1998, ATS consummated the acquisition of OPM-USA-INC. ("OPM"), a
company which owned approximately 90 towers at the time of acquisition (the
"OPM Transaction"). In addition, OPM is in the process of developing an
additional approximately 160 towers that are expected to be constructed during
the next 12 to 18 months. The purchase price, which is variable and based on
the number of towers completed and the forward cash flow of the completed OPM
towers, could aggregate up to $105.0 million, of which approximately $21.3
million was paid at the closing. ATS has also agreed to provide the financing
to OPM to enable it to construct the 160 towers in an aggregate amount not to
exceed $37.0 million (less advances as of consummation aggregating
approximately $5.7 million).

In January 1998, ATS consummated the Gearon Transaction pursuant to which
ATSI merged with a company engaged primarily in the site acquisition business
for unaffiliated third parties that also owned or had under construction 40
tower sites. The merger price of approximately $80.0 million was paid by
delivery of 5,333,333 shares of Class A Common Stock, the payment of
approximately $32.0 million in cash and assumed liabilities.

In January 1998, as part of the CBS Merger, ARS transferred to ATS 14 of the
16 communications sites currently used by American Radio and various third
parties and ARS and ATS entered into leases or subleases of space on the
towers transferred. The remaining two communications sites will be transferred
and leases entered into following the acquisition by ARS of the sites from
third parties. See "Relationship Between ATS and ARS--Lease Arrangements".

In January 1998, ATS consummated the purchase of a communications site with
six towers in Tucson, Arizona (the "Tucson Transaction") for approximately
$12.0 million.

In February 1998, ATS acquired 11 communications tower sites in northern
California for approximately $11.8 million.

Pending Acquisitions. In January 1998, ATS entered into an agreement to
purchase the assets relating to a teleport serving the Washington, D.C. area
for a purchase price of approximately $30.5 million. The facility is located
in northern Virginia, inside of the Washington Beltway, on ten acres.
Consummation of the transaction, which is subject to certain conditions,
including receipt of FCC approvals and the expiration or earlier termination
of the HSR Act waiting period, is expected to occur in the spring of 1998.

In April 1998, ATS entered into an agreement to acquire a broadcasting tower
in the Boston area for 720,000 shares of Class A Common Stock. Subject to the
satisfaction of certain conditions, including the expiration or earlier
termination of the HSR Act waiting period, the acquisition is expected to be
consummated in the second quarter of 1998.

ATS is negotiating certain changes in the ATS/PCS, LLC arrangements,
including the acquisition by ATS of the 58 communications sites in northern
California presently owned by ATS/PCS, LLC in exchange for shares of Class A
Common Stock, arrangements with respect to the development of communications
sites in other locations, a priority return of ATS's construction advances, an
increase in the percentage interest of the other member in ATS/PCS, LLC, and a
management fee to ATS.

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ATS is also negotiating an agreement to acquire a company which is in the
process of constructing approximately 40 towers in the Tampa, Florida area, of
which seven are presently operational. The purchase price will be equal to an
excess of (i) ten times the "Current Run Rate Cash Flow" at the time of
closing, over (ii) the principal amount of the secured note referred to below.
The purchase price will be payable in shares of Class A Common Stock (valued
at market prices shortly prior to closing) and, at the election of the seller,
cash in an amount not to exceed 49% of the purchase price. "Current Run Rate
Cash Flow" means twelve (12) times the excess of net revenues over direct
operating expenses for month preceding closing. ATS is obligated to advance
construction funds to the seller in an aggregate amount not to exceed $12.0
million in the form of a secured note (guaranteed by the stockholders on a
nonrecourse basis and secured by the stock of the seller), of which
approximately $2.1 million has been advanced to date. The secured note would
be payable in the event a definitive acquisition agreement is not executed or
if the acquisition were not consummated. Subject to the negotiation and
execution of a definitive agreement and to the satisfaction of certain
conditions, including, depending on the circumstances, the expiration or
earlier termination of the HSR Act waiting period, the acquisition is expected
to be consummated in the Spring of 1999.

ATC Merger. On December 12, 1997, ATS entered into the ATC Merger Agreement
pursuant to which ATC will merge with and into ATS which will be the surviving
corporation. Pursuant to the ATC Merger, ATS will issue an aggregate of
approximately 30.0 million shares of Class A Common Stock (including shares
issuable upon exercise of options to acquire ATC Common Stock which, to the
extent they are outstanding as of the effectiveness of the ATC Merger, will
become options to acquire Class A Common Stock). The 30.0 million shares of
Class A Common Stock will represent 35% of the aggregate number of shares of
Common Stock which would be outstanding on a pro forma basis, assuming
consummation of the ATC Merger and the exercise of all ATS and ATC stock
options currently proposed to be outstanding immediately prior to the ATC
Merger, but before giving effect to the acquisitions described under "--
Pending Acquisitions" above.

Consummation of the ATC Merger, which has been approved by ARS, as the then
sole stockholder of ATS, and by the ATC stockholders, is conditioned on, among
other things, the expiration or earlier termination of the HSR Act waiting
period. On January 28, 1998, the Justice Department issued a Second Request
with respect to the ATC Merger. ATS and ATC are engaged in discussions with
the Justice Department to address its concerns with respect to the effect of
this merger on the local tower markets. Subject to such HSR Act waiting period
expiration or earlier termination, the ATC Merger is expected to occur in the
Spring of this year.

It is a condition of ATC's obligation to consummate the ATC Merger that
Messrs. Dodge and Stoner shall have entered into a voting agreement with ATC
and certain of the ATC common stockholders, pursuant to which Messrs. Dodge
and Stoner will have agreed to vote in favor of the election of each of
Messrs. Lummis and Mays (or any other nominee of Mr. Lummis and Clear Channel
reasonably acceptable to the ATS Board of Directors) so long as Mr. Lummis and
Clear Channel (or their respective affiliates), as the case may be, hold at
least 50% of the shares of Class A Common Stock to be received by him or it,
as the case may be, in the ATC Merger.

Chase Capital, which is an affiliate of Chase Equity Associates, a
stockholder of ARS and ATS, and Mr. Chavkin, a director of ARS and ATS, owned
approximately 18.1% of the ATC Common Stock as of March 1, 1998 and has a
representative on the ATC Board of Directors. See "Principal Stockholders."
Summit Capital of Houston ("Summit Capital") is entitled upon closing of the
ATC Merger to receive from ATC a $2.25 million broker's fee. Fred Lummis,
President and Chief Executive Officer of ATC, is an affiliate of Summit
Capital.

The provisions of the ATC Merger Agreement are comparable to those customary
in similar transactions, including without limitation (a) detailed,
substantially identical representations and warranties of ATS and ATC; (b)
covenants as to the interim conduct of the business of ATS and ATC; (c)
agreements of ATS to (i) indemnify the officers and directors of ATC and to
maintain officer and director insurance for their benefit, (ii) maintain
employment benefits for a period of one year for officers and employees of
ATC, both on terms and conditions comparable to those presently in effect, and
(iii) continue the employment of ATC employees at existing salary levels for a
period of one year; (d) closing conditions, including (i) the receipt of
opinions of counsel that the ATC Merger qualifies as a tax-free
"reorganization" for federal income tax purposes, (ii) the election of Messrs.

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Lummis and Mays as directors of ATS; and (iii) the amendment of the ATS
Restated Certificate as described under "Description of Capital Stock--Common
Stock--ATC Merger Amendments"; and (e) the nonsurvival of the representations
and warranties of both parties. The ATC Merger Agreement provides, among other
conditions of consummation, that there shall not have been any event which
shall have had a Material Adverse Effect (as defined in the ATC Merger
Agreement) on ATS or ATC.

ATC is a leading independent owner and operator of wireless communications
towers. ATC operates approximately 850 towers in 32 states, including
approximately 125 towers managed for a third party owner and has agreed to
acquire approximately 60 additional towers in 1998 at an aggregate estimated
cost of approximately $28.0 million.

ATC rents tower space and provides related services to wireless
communications service providers, as well as operators of private networks and
government agencies, for a diverse range of applications including paging,
cellular, PCS, fixed microwave, SMR and ESMR. ATC owns and operates towers in
45 of the largest 100 metropolitan statistical areas in the United States and
has clusters of towers in cities such as Albuquerque, Atlanta, Baltimore,
Dallas, Houston, Jacksonville, Kansas City, Nashville, San Antonio and San
Diego. ATC has a diversified base of approximately 865 customers, no one of
which accounted for more than 10% of its revenues for the year ended December
31, 1997. ATS's wide range of customers include most of the major wireless
service providers such as Bell South Mobility, GTE Mobilnet, Houston Cellular,
Nextel, PageMart, PageNet, Pittencrief Communications, SBC Communications,
Sprint PCS, and various federal and government agencies. For the year ended
December 31, 1997, ATC had net revenues and EBITDA of $20.0 million and $12.7
million, respectively.

ATC was organized in October 1994 by an investor group led by Summit Capital
Inc. and Chase Capital to acquire Bowen-Smith Corp. ("Bowen-Smith"). Bowen-
Smith had been in the tower rental business since 1966, initially serving the
communications tower requirements of two-way radio and microwave transmission
users. At the time of the acquisition (the "Bowen-Smith Acquisition"), Bowen-
Smith owned 184 towers on 175 sites located primarily in Texas, Louisiana and
Oklahoma. Within the first year after the Bowen-Smith Acquisition, ATC
acquired or constructed more than 75 towers. In December 1995, ATC acquired
103 towers from CSX Realty Development Corporation, and in October 1996, ATC
acquired 154 towers from Prime Communication Sites Holding, L.L.C. In June
1997, ATC completed a private placement of common stock with Clear Channel
representing approximately 30.03% of ATC (before giving effect to stock
options) and resulting in net proceeds to ATC of $23.0 million. During 1997,
ATC acquired or agreed to acquire approximately 200 towers and constructed or
had under construction at year end approximately 65 towers.

Other Transactions. ATS is negotiating and intends to pursue the acquisition
of other communications sites and management and related businesses on a
selective basis, although there are no definitive binding agreements with
respect to any material transaction except as referred to above.

Stock Purchase Agreement. In January 1998, ATS consummated the transactions
contemplated by the Stock Purchase Agreement, dated as of January 8, 1998,
with certain officers and directors of ARS and ATS (or their affiliates or
members of their family or family trusts), pursuant to which those persons
purchased shares of Common Stock at $10.00 per share, as follows: Mr. Dodge:
4,000,000 (Class B); Mr. Box: 450,000 (Class A); Mr. Buckley: 300,000 (Class
A); each of Messrs. Eisenstein and Steven J. Moskowitz: 25,000 (Class A); Mr.
Kellar: 400,000 (Class A); Mr. Stoner, his wife and certain family trusts:
649,950 (Class B); other Stoner family and trust purchasers: 150,050 (Class
A); and Chase Equity Associates: 2,000,000 (Class C). Messrs. Buckley and
Kellar are directors of ARS, and Mr. Chavkin, a director of ARS and ATS, is an
affiliate of Chase Equity Associates. Mr. Moskowitz was recently recruited to
serve as a Vice President of ATS and the General Manager of the Northeast
Region.

Payment of the purchase price was in the form of cash in the case of Chase
Equity Associates, all members of Mr. Stoner's family and the family trusts
(but not Mr. Stoner and his wife) and Messrs. Buckley, Eisenstein, Kellar and
Moskowitz, and, in the case of Messrs. Dodge, Box and Stoner (and his wife),
in the form of a note

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which was due and repaid in full by such persons upon consummation of the CBS
Merger. The notes bore interest at the six-month London Interbank Offered
Rate, from time to time, plus 1.5% per annum, and were secured by shares of
ARS Common Stock having a fair market value of not less than 175% of the
principal amount of and accrued and unpaid interest on the note. The notes
were prepayable at any time at the option of the obligor and were due and
payable, at the option of ATS, in the event of certain defaults set forth
therein.

The ARS Board appointed a special committee (the "Special Committee")
consisting of three directors (who were not directors of ATS and who were not
a party to the Stock Purchase Agreement) to determine the fairness to ARS from
a financial point of view of the terms and conditions of the Stock Purchase
Agreement. None of the members of the Special Committee was a party to the
Stock Purchase Agreement. No limitations were imposed on the activities of the
Special Committee by the ARS Board. The Special Committee retained Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") to act as its
exclusive financial advisor in connection with the transactions contemplated
by the Stock Purchase Agreement. No limitations were placed on the activities
of Merrill Lynch. Merrill Lynch delivered its written opinion, dated January
8, 1998, to the Special Committee that, as of such date and based upon and
subject to the matters set forth therein, the purchase price of $10.00 per
share to be received by ATS pursuant to the Stock Purchase Agreement was fair
from a financial point of view to ARS. Based upon such opinion, and its own
evaluation of the terms and conditions of the Stock Purchase Agreement, the
Special Committee approved the Stock Purchase Agreement as fair to and in the
best interests of ARS.

Pursuant to an Engagement Letter, dated November 20, 1997, ARS agreed to pay
Merrill Lynch a fee of $500,000 in consideration for its services. ARS has
also agreed to reimburse Merrill Lynch for its expenses, including reasonable
fees and expenses of its counsel, and to indemnify Merrill Lynch for
liabilities and expenses arising out of its engagement and the transactions in
connection therewith, including liabilities under the federal securities laws.
ATS is obligated under the ARS-ATS Separation Agreement to reimburse ARS for
all such fees and expenses which ARS has incurred to Merrill Lynch and to
assume such indemnification obligation.

Amended Credit Facilities. In order to facilitate future growth and, in
particular, to finance its construction program, ATS is in the process of
negotiating the New Credit Facilities with its senior lenders, pursuant to
which the existing maximum borrowing of the Operating Subsidiaries would be
increased from $400.0 million to $900.0 million, subject to compliance with
certain financial ratios, and ATS (the parent company) would be able to borrow
an additional $150.0 million. There can be no assurance that such negotiations
will result in the execution of definitive loan agreements on terms
satisfactory to ATS. See "Indebtedness of American Tower Systems".

SALES AND MARKETING

ATS's sales and marketing personnel target wireless carriers expanding their
network capabilities as well as carriers entering new markets. ATS attempts to
minimize hurdles to purchasing decisions by offering master license agreements
which correspond to the internal requirements of wireless operators. ATS also
offers standardized system pricing in areas in which it operates tower
networks enabling potential customers to obtain pricing information for an
entire service area rather than on a tower-by-tower basis. ATS believes
customer satisfaction is the key to successful marketing and that referrals
from its current customers are and will continue to be a primary source of new
customers.

REGULATORY MATTERS

Federal Regulations. Both the FCC and the FAA regulate towers used for
wireless communications and radio and television antennae. Such regulations
control the siting, lighting, marking and maintenance of towers and may,
depending on the characteristics of the tower, require registration of tower
facilities and issuance of determinations of no hazard. Wireless
communications devices operating on towers are separately regulated and
independently licensed by the FCC based upon the regulation of the particular
frequency used. In addition, the FCC also separately licenses and regulates
television and radio stations broadcasting from towers. Depending on the
height and location, proposals to construct new antenna structures or to
modify existing antenna structures

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are reviewed by the FAA to ensure that the structure will not present a hazard
to aircraft, and such review is a prerequisite to FCC authorization of
communication devices placed on the tower. Tower owners also may bear the
responsibility for notifying the FAA of any tower lighting failures. ATS
generally indemnifies its customers against any failure to comply with
applicable standards. Failure to comply with applicable requirements may lead
to civil penalties.

The introduction and development of digital television also may affect ATS
and some of its largest customers. In addition, the need to install additional
antennae required to deliver DTV service may necessitate the relocation of
many currently co-located FM antennae. The need to secure state and local
regulatory approvals for the construction and reconstruction of this
substantial number of antennae and the structures on which they are mounted
presents a potentially significant regulatory obstacle to the communications
site industry. As a result, the FCC has solicited comments on whether, and in
what circumstances, the FCC should preempt state and local zoning and land use
laws and ordinances regulating the placement and construction of
communications sites. There can be no assurance as to whether or when any such
federal preemptive regulations may be promulgated or, if adopted, what form
they might take, whether they would be more or less restrictive than existing
state and local regulations, or whether the constitutionality of such
regulation, if challenged on constitutional grounds, would be upheld.

Local Regulations. Local regulations include city and other local
ordinances, zoning restrictions and restrictive covenants imposed by local
authorities. These regulations vary greatly, but typically require tower
owners to obtain approval from local officials or community standards
organizations prior to tower construction. Local regulations can delay or
prevent new tower construction or site upgrade projects, thereby limiting
ATS's ability to respond to customer demand. In addition, such regulations
increase costs associated with new tower construction. There can be no
assurance that existing regulatory policies will not adversely affect the
timing or cost of new tower construction or that additional regulations will
not be adopted which increase such delays or result in additional costs to
ATS. Such factors could have a material adverse effect on ATS's financial
condition or results of operations.

ENVIRONMENTAL MATTERS

Under various federal, state and local environmental laws, ordinances and
regulations, an owner of real estate or a lessee conducting operations thereon
may become liable for the costs of investigation, removal or remediation of
soil and groundwater contaminated by certain hazardous substances or wastes.
Certain of such laws impose cleanup responsibility and liability without
regard to whether the owner or operator of the real estate or operations
thereon knew of or was responsible for the contamination, and whether or not
operations at the property have been discontinued or title to the property has
been transferred. The owner or operator of contaminated real estate also may
be subject to common law claims by third parties based on damages and costs
resulting from off-site migration of the contamination. In connection with its
former and current ownership or operation of its properties, ATS may be
potentially liable for environmental costs such as those discussed above.

ATS believes it is in compliance in all material respects with all
applicable material environmental laws. ATS has not received any written
notice from any governmental authority or third party asserting, and is not
otherwise aware of, any material environmental non-compliance, liability or
claim relating to hazardous substances or wastes or material environmental
laws. However, no assurance can be given (i) that there are no undetected
environmental conditions for which ATS might be liable in the future or (ii)
that future regulatory action, as well as compliance with future environmental
laws, will not require ATS to incur costs that could have a material adverse
effect on ATS's financial condition and results of operations.

COMPETITION

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and traditional local independent tower operators. Wireless service providers
that own and operate their own tower networks generally are substantially
larger and have greater financial resources than ATS. ATS believes that tower
location and capacity, price, quality of service and density within a
geographic market historically have been and will continue to be the most
significant competitive factors affecting owners, operators and managers of
communications sites.

ATS competes for acquisition and new tower construction sites with wireless
service providers, site developers and other independent tower operating
companies, as well as financial institutions. ATS believes that competition
for acquisitions and tower construction sites will increase and that
additional competitors will enter the tower market, certain of which may have
greater financial resources than ATS.

ATS also faces strong competition for build to suit opportunities,
principally from other independent communications sites operators and site
developers, certain of which have more extensive experience and offer a
broader range of services (principally in constructing for themselves rather
than managing the construction of others) than ATS can presently offer.

PROPERTIES

ATS's interests in its communications sites are comprised of a variety of
fee interests, leasehold interests created by long-term lease agreements,
private easements, and easements, licenses or rights-of-way granted by
government entities. In rural areas, a communications site typically consists
of a three to five acre tract which supports towers, equipment shelters and
guy wires to stabilize the structure. Less than 2,500 square feet are required
for a self-supporting tower structure of the kind typically used in
metropolitan areas. Land leases generally have twenty (20) to twenty-five (25)
year terms, with three five-year renewals, or are for five-year terms with
automatic renewals unless ATS otherwise specifies. Some land leases provide
"trade-out" arrangements whereby ATS allows the landlord to use tower space in
lieu of paying all or part of the land rent. ATS has more than 1,000 land
leases. Pursuant to the Loan Agreement, the senior lenders have liens on
substantially all of the fee interests, leasehold interests and other assets
of the Operating Subsidiary which owns, directly or, in certain cases, through
subsidiaries all of the assets of the consolidated group.

LEGAL PROCEEDINGS

ATS is occasionally involved in legal proceedings that arise in the ordinary
course of business. While the outcome of these proceedings cannot be predicted
with certainty, management does not expect any pending matters to have a
material adverse effect on ATS's financial condition or results of operations.

EMPLOYEES

As of April 1, 1998, ATS employed approximately 370 full time individuals
and considers its employee relations to be satisfactory. Such number does not
include employees of companies included in Recent Transactions that had not
then been consummated (such as ATC) or members of the corporate administrative
staff of ARS that may now be employed by ATS. ATS estimates that on a pro
forma basis, giving effect to consummation of all of the Recent Transactions,
it will have approximately 450 full time employees.

51
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information concerning the executive
officers and directors of American Tower Systems:

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Steven B. Dodge(1)...... 52 Chairman of the Board, President and Chief Executive Officer
Alan L. Box............. 46 Executive Vice President and Director
Douglas Wiest........... 44 Chief Operating Officer
Arnold L.
Chavkin(1)(2)(3)....... 46 Director
James S. Eisenstein..... 39 Executive Vice President--Corporate Development
J. Michael Gearon, Jr... 32 Executive Vice President and Director
Fred R. Lummis*......... 44 Director
Randall Mays*........... 32 Director
Thomas H. Ston-
er(1)(2)(3)............ 63 Director
Joseph L. Winn.......... 46 Treasurer, Chief Financial Officer and Director
</TABLE>
- --------
* Director nominee, conditioned on the ATC Merger being consummated.
(1) Member of the Executive Committee; Mr. Stoner is the Chairman of the
Executive Committee.
(2) Member of the Audit Committee; Mr. Chavkin is the Chairman of the Audit
Committee.
(3) Member of the Compensation Committee; Mr. Stoner is the Chairman of the
Compensation Committee.

The ATS Board will be expanded to include two independent directors.
Although management has had discussions with certain persons concerning their
willingness to serve as independent directors, no decisions or commitments
have been made with respect to filling those positions. The two independent
directors will be elected annually, commencing in 1999, by the holders of
Class A Common Stock, voting as a separate class. All directors hold office
until the annual meeting of the stockholders of ATS next following their
election or until their successors are elected and qualified. Each executive
officer is appointed annually and serves at the discretion of the ATS Board.

As a condition to the consummation of the ATC Merger, two nominees of ATC,
Fred R. Lummis, Chairman of the Board, President and Chief Executive Officer
of ATC, and Randall Mays, the Chief Financial Officer and Executive Vice
President of Clear Channel, one of the principal stockholders of ATC, will be
elected as directors of ATS, and Mr. Winn will resign as a director of ATS.
See "Business--Recent Transactions--ATC Merger" for information with respect
to voting agreement relating to the election of nominees of Mr. Lummis and
Clear Channel.

Steven B. Dodge is the Chairman, President and Chief Executive Officer of
American Tower Systems. Mr. Dodge was also the Chairman of the Board,
President and Chief Executive Officer of ARS, a position he occupied since its
founding on November 1, 1993 until consummation of the CBS Merger. Dodge was
the founder in 1988 of Atlantic Radio, L.P. ("Atlantic") which was one of the
predecessor entities of American Radio. Prior to forming Atlantic, Mr. Dodge
served as Chairman and Chief Executive Officer of American Cablesystems
Corporation ("American Cablesystems"), a cable television company he founded
in 1978 and operated as a privately-held company until 1986 when it completed
a public offering in which its stock was priced at $14.50 per share. American
Cablesystems was merged into Continental Cablevision, Inc. in 1988 in a
transaction valued at more than $750.0 million, or $46.50 per share. The
initial public offering of ARS Class A Common Stock occurred in June 1995 at a
price of $16.50 per share. Upon consummation of the CBS Merger, each share of
ARS Class A Common Stock was exchanged into $44.00 and one share of Class A
Common Stock. Mr. Dodge also serves as a director of American Media, Inc. and
the National Association of Broadcasters (the "NAB").

52
<PAGE>

Alan L. Box is an Executive Vice President and a director of American Tower
Systems. Mr. Box served as Chief Operating Officer of ATS from June 1997 to
March 1998 at which time he assumed his present role as the Executive Vice
President responsible for the video, voice and data transmission business of
ATS. Mr. Box was an Executive Vice President and a director of ARS from April,
1997 when EZ Communications, Inc. ("EZ") merged into ARS (the "EZ Merger")
until the consummation of the CBS Merger. Prior to the EZ Merger, Mr. Box was
employed by EZ, starting in 1974 as the General Manager of EZ's Washington,
D.C. area radio station. He became Executive Vice President and General
Manager and a director of EZ in 1979, President of EZ in 1985 and Chief
Executive Officer of EZ in 1995. He serves as a director of George Mason Bank.

Arnold L. Chavkin is the Chairman of the Audit Committee of the Board of
American Tower Systems. Mr. Chavkin had been the Chairman of the Audit
Committee of the Board of American Radio since its founding until consummation
of the CBS Merger. Mr. Chavkin is a general partner of Chase Capital Partners
("CCP"), previously known as Chemical Venture Partners ("CVP"), which is a
general partner of Chase Equity Associates ("CEA"), a stockholder of ARS and
ATC, and previously a principal stockholder of Multi Market Communications,
Inc., one of the predecessors of American Radio. Mr. Chavkin has been a
General Partner of CCP and CVP since January 1992 and has served as the
President of Chemical Investments, Inc. since March 1991. Chase Capital, which
is an affiliate of Chase Equity Associates, owns approximately 18.1% of ATC;
Chase, which is also an affiliate of Chase Capital is a lender under the Loan
Agreement with a 6.75% participation. Mr. Chavkin is also a director of R&B
Falcon Drilling Company, Bell Sports Corporation, and Wireless One, Inc. Prior
to joining Chemical Investments, Inc., Mr. Chavkin was a specialist in
investment and merchant banking at Chemical Bank for six years. For the
information with respect to the interests of an affiliate of Mr. Chavkin, CCP
and CEA in ATC, see "--Recent Transactions--ATC Merger" above.

James S. Eisenstein is the Executive Vice President--Corporate Development
of American Tower Systems. Mr. Eisenstein has overall responsibility for
seeking out acquisition and development opportunities for ATS. Mr. Eisenstein
helped form ATS in the summer of 1995. From 1990 to 1995, he was Chief
Operating Officer for Amaturo Group Ltd., a broadcast company operating eleven
radio stations and four broadcasting towers, several of which were purchased
by American Radio. He has extensive experience in structuring acquisitions and
the operation and management of broadcasting and tower businesses.

J. Michael Gearon, Jr. was the principal stockholder and Chief Executive
Officer of Gearon & Co., Inc., a position he has held since September 1991. As
a condition to consummation of the Gearon Transaction, Mr. Gearon was elected
a director of ATS and President of Gearon Communications, the division of ATS
which operates its site acquisition business. See "--Recent Transactions".

Fred R. Lummis has served as Chairman, Chief Executive Officer and President
of ATC since its organization in October 1994. Mr. Lummis has been the
President of Summit Capital, a private investment firm, since 1990. Mr. Lummis
served as Senior Vice President of Duncan, Cook & Co., a private investment
firm from 1986 to 1990 and as Vice President of Texas Commerce Bank Inc. from
1978 to 1986. Mr. Lummis currently serves on the board of several private
companies and is a trustee of the Baylor College of Medicine.

Randall Mays has served as Chief Financial Officer and Executive Vice
President of Clear Channel since February 1997, prior to which he had served
as a Vice President and Treasurer since joining Clear Channel in 1993. Prior
to joining Clear Channel, he was an associate at Goldman Sachs & Co.

Thomas H. Stoner is the Chairman of the Executive Committee and the
Compensation Committee of the Board of American Tower Systems. Mr. Stoner had
been the Chairman of the Executive Committee and the Compensation Committee of
the Board of American Radio since its founding until consummation of the CBS
Merger. Mr. Stoner founded Stoner Broadcasting Systems, Inc. ("Stoner") in
1965. Stoner, which was one of the predecessors of American Radio, operated
radio stations for over 25 years in large, medium and small markets. Mr.
Stoner is a director of Gaylord Container Corporation and a trustee of the
Chesapeake Bay Foundation.

53
<PAGE>

Douglas Wiest is the Chief Operating Officer of ATS. Mr. Wiest joined ATS in
February 1998, initially as the Chief Operating Officer of Gearon
Communications, and assumed his current position in March 1998. Prior to
joining ATS, Mr. Wiest was Regional Vice President of Engineering and
Operations for Nextel's southern region. Prior to joining Nextel in 1993, Mr.
Wiest was employed by McCaw Communications where he was engaged in network
systems development for approximately three years and by Pacific Telesis where
he was engaged in strategic planning for approximately eight years.

Joseph L. Winn is the Chief Financial Officer, Treasurer and a director of
American Tower Systems. Mr. Winn was also Treasurer, Chief Financial Officer
and a director of ARS since its founding until consummation of the CBS Merger.
In addition to serving as Chief Financial Officer of American Radio, Mr. Winn
was Co-Chief Operating Officer responsible for Boston operations until May
1994. Mr. Winn served as Chief Financial Officer and a director of the general
partner of Atlantic after its organization. He also served as Executive Vice
President of the general partner of Atlantic from its organization until June
1992, and as its President from June 1992 until the organization of ARS. Prior
to joining Atlantic, Mr. Winn served as Senior Vice President and Corporate
Controller of American Cablesystems after joining that company in 1983.

EXECUTIVE COMPENSATION

All of the executive officers of American Tower Systems listed below (other
than Mr. Eisenstein) had been employees of and paid by ARS (or, in the case of
Mr. Box, by EZ prior to the EZ Merger) since the organization of ATS in 1995.
During that period the highest paid executive officers, other than Mr. Dodge,
who are employees of ATS, were Messrs. Box, Winn and Eisenstein. The
compensation of each of those individuals (other than Mr. Eisenstein) was
principally for acting as an executive officer of American Radio (or, in the
case of Mr. Box, EZ prior to the EZ Merger) and, accordingly, information
provided with respect to their executive compensation represents compensation
paid by ARS (with the exception of Mr. Eisenstein).

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- ------------------------------
NAME AND OTHER ANNUAL SHARES UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY(3) BONUS COMPENSATION OPTIONS(4) COMPENSATION
------------------ ---- --------- -------- ------------ ----------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven B. Dodge(1)(2)... 1995 $252,625 -- -- -- --
Chairman of the Board, 1996 $297,250 $ 50,000 -- 40,000 $4,910(5)
President and Chief 1997 $502,338 -- -- 100,000 1,716(5)
Executive Officer
Joseph L. Winn(1)(2).... 1995 $227,859 -- -- 65,000 --
Treasurer and Chief 1996 $257,250 42,500 -- 20,000 11,456(6)
Financial Officer 1997 $352,329 40,000 -- 35,000 12,876(6)
Alan L. Box(1)(2)....... 1997 $264,400(7) -- -- 100,000 1,216(8)
Chief Operating Officer
James S. Eisenstein(2).. 1995 $ 62,109 -- -- 40,000 5,260(9)
Executive Vice 1996 $169,250 19,000 -- 200,000(10) 8,669(9)
President--Corporate 1997 $212,367 -- -- 20,000(10) 12,656(9)
Development
</TABLE>
- --------
(1) Represents both annual and long-term compensation paid by ARS.

(2) The Compensation Committee of ATS has approved annual base salaries for
1998 for Mr. Dodge, and each of its other five executive officers, at the
following rates: Mr. Dodge: $250,000; Mr. Box: $50,000; Mr. Eisenstein
$200,000; Mr. Gearon: $200,000; Mr. Wiest $225,000; and Mr. Winn:
$225,000. Such salaries commenced (in the case of Messrs. Dodge, Winn and
Eisenstein) with the consummation of the CBS Merger, prior to which such
individuals (other than Mr. Eisenstein) were paid by ARS at their then
present compensation rates.

(3) Includes American Radio's matching 401(k) plan contributions.

(4) Represents options to purchase shares of ARS Common Stock granted
pursuant to the ARS stock option plan, except as noted in the case of Mr.
Eisenstein. "--Stock Option Information" below.

54
<PAGE>

(5) Includes group term life insurance and parking expenses paid by ARS.

(6) Includes group term life insurance, automobile lease and parking expenses
paid by ARS.

(7) Includes $87,500 paid by ATS commencing October 1, 1997.

(8) Includes group term life insurance paid by ARS.

(9) Includes group term life insurance and automobile expenses paid by ATS.

(10) Represents options to purchase shares of common stock of ATSI granted
pursuant to the ATSI Plan. See "--Stock Option Information" below.

DIRECTOR COMPENSATION

The ATS Board will be expanded to include two independent directors. Such
independent directors will be granted options to purchase 25,000 shares of
common stock, which will be exercisable in 20% cumulative annual increments
commencing one year from the date of grant and will expire at the end of ten
years. The outside directors will also receive fees of $3,000 for each Board
of Directors meeting attended and $1,000 for each committee meeting attended
held apart from a board meeting and will be reimbursed for expenses.

STOCK OPTION INFORMATION

Effective November 5, 1997, ATS instituted the 1997 Stock Option Plan, as
amended and restated (the "Plan"), which is administered by the Compensation
Committee of the ATS Board. The Plan was designed to encourage directors,
consultants and key employees of American Tower Systems and its subsidiaries
to continue their association with ATS by providing opportunities for such
persons to participate in the ownership of American Tower Systems and in its
future growth through the granting of stock options, which may be options
designed to qualify as incentive stock options ("ISOs") within the meaning of
Section 422 of the Code, or options not intended to qualify for any special
tax treatment under the Code ("NQOs"). The Plan provides that ATS may not
grant options to purchase more than 5,000,000 shares per year per participant.

The duration of the ISOs and NQOs granted under the Plan may be specified by
the Compensation Committee pursuant to each respective option agreement, but
in no event shall any such option be exercisable after the expiration of ten
(10) years after the date of grant. In the case of any employee who owns (or
is considered under Section 424(d) of the Code as owning) stock possessing
more than ten percent of the total combined voting power of all classes of
stock of ATS, no ISO shall be exercisable after the expiration of five
(5) years from the date such option is granted. The option pool under the Plan
consists of an aggregate of 15,000,000 shares of Common Stock, which may
consist of shares of Class A Common Stock, shares of Class B Common Stock or
some combination thereof. It is a condition to consummation of the ATC Merger
that the Plan be amended to provide all future grants of options under the
Plan must be to purchase shares of Class A Common Stock.

In July 1996, ATSI adopted its 1996 Stock Option Plan (the "ATSI Plan") and,
pursuant thereto, options were granted to various officers of ATSI (the "ATSI
Options"). In connection with the CBS Merger, those options to purchase the
common stock of ATSI will be converted into options to acquire shares of Class
A Common Stock (the "ATS Options"). In addition, each option to purchase
shares of ARS Common Stock (the "ARS Options") held by persons who will be
directors or employees of ATS may be exchanged for ATS Options. The ARS
Options will be exchanged in a manner that will preserve the spread in such
ARS Options between the option exercise price and the fair market value of ARS
Common Stock and the ratio of the spread to the exercise price prior to such
conversion and, to the extent applicable, otherwise in conformity with the
rules under Section 424(a) of the Code and the regulations promulgated
thereunder.

During the year ended December 31, 1997, the only options granted pursuant
to the ATSI Plan to the individuals referred to in "--Executive Compensation"
above were to Mr. Eisenstein.

55
<PAGE>

OPTION GRANTS IN FISCAL YEAR 1997
INDIVIDUAL GRANTS
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION
FOR OPTION
TERMS(B)
--------------------
NUMBER OF
SHARES OF
UNDERLYING EXERCISE
OPTIONS PRICE EXPIRATION
NAME GRANTED(A) PER SHARE DATE 5% 10%
---- ---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
James S. Eisenstein.... 27,732 $5.41 1/2/07 $ 94,353 $ 239,109
</TABLE>
- --------
(a) Gives effect to the exchange of ATSI Options to purchase 20,000 shares at
$7.50 per share for ATS Options.

(b) The potential realizable value at assumed annual rates of stock price
appreciation for the option term of 5% and 10% would be $94,353 and
$239,109, respectively. A 5% and 10% per year appreciation in stock price
from $5.41 per share yields appreciation of $3.40 per share and $8.62 per
share, respectively. The actual value, if any, Mr. Eisenstein may realize
will depend on the excess of the stock price over the exercise price on
the date the option is exercised, so that there is no assurance the value
realized by an executive will be at or near the amounts reflected in this
table.

The only unexercised options granted pursuant to the ATSI Plan to the
individuals referred to in the "--Executive Compensation" above were to Mr.
Eisenstein.

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT DECEMBER 31, 1997 OPTIONS AT DECEMBER 31, 1997(B)
---------------------------- ---------------------------------
NAME EXERCISABLE(A) UNEXERCISABLE EXERCISABLE(A) UNEXERCISABLE
---- -------------- ------------- ---------------- ----------------
<S> <C> <C> <C> <C>
James S. Eisenstein..... 116,472 188,576 $ 734,278 $ 1,165,061
</TABLE>
- --------
(a) In 1996 Mr. Eisenstein was granted options pursuant to the ATSI Plan for
an aggregate of 200,000 shares at $5.00 per share. Such options became
exercisable to the extent of 80,000 shares on July 1, 1997 and become
exercisable in 20% cumulative annual increments commencing on July 1,
1998, and expire September 9, 2006. Giving effect to the exchange of ATSI
Options for ATS Options, Mr. Eisenstein has an option to purchase 277,316
shares of Class A Common Stock at $3.61 per share, of which 110,926 shares
are presently purchasable. An additional ten-year option to purchase
20,000 shares of common stock of ATSI at $7.50 per share was granted to
Mr. Eisenstein on January 2, 1997. Giving effect to the exchange of ATSI
Options for ATS Options, this option converted into an option to purchase
27,732 of shares of Class A Common Stock at $5.41 per share, of which
5,546 shares are presently purchasable.

(b) The value of unexercised in-the-money options of Mr. Eisenstein at
December 31, 1997, based on an assumed price of $10.00 per share was
approximately $1,899,339.

In January 1998, the ATS Compensation Committee granted options to purchase
shares of Common Stock to the executive officers of ATS in the amounts shown
(which will be increased by subsequent grants, contingent upon consummation of
the ATC Merger, as shown in parenthesis). All existing options have an
exercise price of $10.00, the price at which shares of Common Stock were sold
pursuant to the Stock Purchase Agreement, are to purchase Class A Common Stock
(Class B Common Stock in the case of Mr. Dodge's option to purchase 1,700,000
shares) and become exercisable in 20% cumulative annual increments commencing
one year from the grant dates): Mr. Dodge--1,700,000 shares (an additional
1,300,000 shares); Mr. Box--120,000 shares (an additional 80,000 shares); Mr.
Eisenstein--28,000 shares (an additional 22,000 shares); and Mr. Winn--275,000
shares (an additional 210,000 shares). Pursuant to options granted as a
condition to consummation of the Gearon Transaction, Messrs. Gearon and Wiest
received options to purchase 234,451 shares and 240,001 shares, respectively,
of Class A Common Stock at $13.00 per share, which also become exercisable in
20% cumulative annual increments.

56
<PAGE>

All employees of ARS who became employees of ATS (which includes, among
others, Messrs. Box, Dodge, Eisenstein and Winn) who held options to purchase
ARS Common Stock (including Mr. Box: 100,000 shares; Mr. Dodge: 290,000
shares; Mr. Eisenstein: 40,000 shares; and Mr. Winn: 280,000 shares) were
given the opportunity to convert their ARS Options into ATS Options. Such
conversion was effectuated upon consummation of the CBS Merger in a manner
designed to preserve the spread in such ARS Options between the option
exercise price and the fair market value of ARS Common Stock and the ratio of
the spread to the exercise price prior to such conversion and, to the extent
applicable, otherwise in conformity with the rules under Section 424(a) of the
Code and the regulations promulgated thereunder. Messrs. Box, Dodge,
Eisenstein and Winn exercised their respective rights to exchange ARS Options
for ATS Options such that such individuals hold ATS Options as follows (based
on a $67.00 and $23.00 per share value for the ARS Common Stock and Common
Stock, respectively): Mr. Box: 291,034 shares of Class A Common Stock at
$13.32 per share; Mr. Dodge: an aggregate of 844,783 shares of Class B Common
Stock at prices ranging between $3.40 and $10.67 per share; Mr. Eisenstein:
116,522 shares of Class B Common Stock at $8.15 per share; and Mr. Winn: an
aggregate of 379,657 shares of Class B Common Stock and 23,508 shares of Class
A Common Stock at prices ranging between $2.19 and $9.70 per share.

In addition to options outstanding or to be outstanding under the Plan, ATS
has issued options to purchase an aggregate of approximately 1,750,000 shares
pursuant to the exchange of ARS options and agreed to issue approximately
1,250,000 shares pursuant to the exchange of ATC options.

CERTAIN TRANSACTIONS

Chase is a lender with a 6.75% participation under the Loan Agreement and
will have a 5.2% participation under ATS's New Credit Facilities. Chase is an
affiliate of CVP, the general partner of CEA; Mr. Chavkin, a director of ATS
and ARS, is a general partner of CVP. At December 31, 1997, the aggregate
principal amount outstanding under the Loan Agreement was approximately $88.5
million. Chase's share of interest and fees paid by ATS pursuant to the
provisions of the Loan Agreement was $.3 million in 1997. For information with
respect to the interests of Chase Capital, an affiliate of Mr. Chavkin in ATC
and the ATC Merger, see "Business--Recent Transactions--ATC Merger".

For information with respect to the sale of shares of Common Stock to Mr.
Dodge and certain other officers and directors (and their affiliates, family
members and family trusts) of ARS and ATS, see "Business--Recent
Transactions--Stock Purchase Agreement".

For information with respect to the continuing relationship between ATS and
ARS, see "Relationship Between ATS and ARS--Sharing of Tax and Other
Consequences" and "--Lease Arrangements".

Management believes that the above transactions, to the extent they were
with affiliated parties, were on terms, and ATS intends to continue its policy
that all future transactions between it and its officers, directors, principal
stockholders and affiliates will be on terms, not less favorable to ATS than
those which could be obtained from unaffiliated parties.

57
<PAGE>

PRINCIPAL STOCKHOLDERS

The following information sets forth certain information known to ATS as of
April 6, 1998, with respect to the shares of Common Stock that are
beneficially owned, on a pro forma basis giving effect to the consummation of
the CBS Merger, based on the ARS Common Stock (and, in certain cases, Common
Stock) beneficially owned as of such date by (i) each person known by American
Radio to own more than 5% of the outstanding ARS Common Stock, (ii) each
director of American Tower Systems, (iii) each executive officer of American
Tower Systems, and (iv) all directors and executive officers of American Tower
Systems as a group. The table also sets forth information of a comparable
nature giving effect, in addition to the foregoing, to the ATC Merger. The
number of shares beneficially owned by each director or executive officer is
determined according to the rules of the Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose.
Under such rules, beneficial ownership includes any shares as to which the
individual or entity has sole or shared voting power or investment power and
also any shares which the individual or entity has the right to acquire within
sixty days of April 6, 1998 through the exercise of an option, conversion
feature or similar right. Except as noted below, each holder has sole voting
and investment power with respect to all shares of Common Stock listed as
owned by such person or entity. The information assumes that none of the
Convertible Preferred was converted prior to the consummation of the CBS
Merger. The information also assumes that those persons who have elected to
roll over their ARS options into ATS option as permitted by the Merger
Agreement have done so based on relative valuations of $60.00 per share of ARS
common stock and $16.00 per share of ATS common stock. The number of ATS
options that such persons will receive as a result of such roll overs, as
presented in the table, would decrease by approximately 22.3% based on
relative valuations of $67.00 per share of ARS common stock and $23.00 per
share of ATS common stock, which was the last quoted price of the ATS capital
stock on the Nasdaq "when issued" market on April 30, 1998.

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY OWNED
--------------------------------------------------------------------------
PRIOR TO THE ATC MERGER(1) AFTER THE ATC MERGER
-------------------------------------------------- -----------------------
PERCENT PERCENT PERCENT OF PERCENT OF PERCENT OF PERCENT OF
OF OF COMMON TOTAL VOTING COMMON TOTAL VOTING
NUMBER CLASS A CLASS B STOCK POWER STOCK POWER
---------- ------- ------- ---------- ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE
OFFICERS
Steven B. Dodge(1)...... 6,634,446 * 68.35 13.49 49.61 8.49 40.66
Thomas H. Stoner(2)..... 1,588,009 -- 17.48 3.26 12.49 2.04 10.17
Alan L. Box(3).......... 923,428 2.54 -- 1.89 * 1.19 *
James S. Eisenstein(4).. 201,472 * * * * * *
J. Michael Gearon,
Jr.(5)................. 4,240,002 11.68 -- 8.71 3.34 5.46 2.72
Douglas Wiest(6)........ 44,444 * -- * * * *
Joseph L. Winn(7)....... 606,299 * 6.23 1.23 4.53 * 3.71
Arnold L. Chavkin
(CEA)(8)............... 3,326,179 * -- 6.83 * 12.71 4.21
All executive officers
and directors as a
group (8 persons)(9)... 17,564,279 15.04 86.61 35.17 67.65 30.54 59.81
DIRECTOR NOMINEES
Fred R. Lummis(10)...... -- -- -- -- -- + +
Randall Mays (Clear
Channel)(11)........... -- -- -- -- -- + +
FIVE PERCENT STOCKHOLD-
ERS
Baron Capital Group,
Inc.(12)............... 6,603,150 18.18 -- 13.56 5.19 8.50 4.23
Wellington Management
Company LLP(13)........ 1,929,676 5.31 -- 3.96 1.52 2.48 1.24
Massachusetts Financial
Services
Company(14)............ 3,157,679 8.70 -- 6.49 2.48 4.06 2.02
Lehman Brothers Holding
Inc.(15)............... 2,050,000 5.65 -- 4.21 1.61 2.64 1.31
Arthur C. Kellar(16).... 2,473,257 6.81 -- 5.08 1.95 3.18 1.58
American Radio and
CBS(17)................ 3,235,294 8.91 -- 6.64 2.55 4.16 2.07
</TABLE>
- --------
* Less than 1%.

58
<PAGE>

+ For information regarding the pro forma beneficial ownership of Messrs.
Lummis and Mays, see Notes 10 and 11.
(1) Mr. Dodge is Chairman of the Board, President and Chief Executive Officer
of American Tower Systems. His address is 116 Huntington Avenue, Boston,
Massachusetts 02116. Does not include an aggregate of 615,000 shares of
Class B Common Stock purchasable under ATS Options received in exchange
for ARS Options upon consummation of the CBS Merger; includes an
aggregate of 472,500 shares of Class B Common Stock as to which such
options will be exercisable. Includes an additional 75,950 shares of
Class A Common Stock owned by Mr. Dodge, an aggregate of 25,050 shares of
Class A Common Stock and 20,832 shares of Class B Common Stock owned by
three trusts for the benefit of Mr. Dodge's children and 3,000 shares of
Class A Common Stock owned by Mr. Dodge's wife. Mr. Dodge disclaims
beneficial ownership in all shares owned by such trusts and his wife.
Does not include an aggregate of 1,700,000 shares of Class B Common Stock
purchasable under options granted on January 8, 1998 to Mr. Dodge under
the Plan and 170 shares of Class A Common Stock held by Thomas S. Dodge,
an adult child of Mr. Dodge, with respect to which Mr. Dodge disclaims
beneficial ownership.
(2) Mr. Stoner is Chairman of the Executive Committee of the ATS Board. His
address is 116 Huntington Avenue, Boston, Massachusetts 02116. Does not
include 15,000 shares of Class A Common Stock purchasable under an ATS
Option received in exchange for an ARS Option upon consummation of the
CBS Merger, includes 3,750 shares of Class A Common Stock as to which
such option will be exercisable. Includes 46,311 shares of Class B Common
Stock owned by his wife, 46,998 shares of Class B Common Stock owned by a
charitable foundation, of which Mr. Stoner serves as an officer and an
aggregate of 414,448 shares of Class B Common Stock owned by trusts of
which he and/or certain other persons are trustees. Mr. Stoner disclaims
beneficial ownership of 232,128 shares of Class B Common Stock and 58,500
shares of Class A Common Stock owned by the charitable foundation and
such trusts. Does not include 101,625 shares of Class A Common Stock and
61,454 shares of Class B Common Stock owned by Mr. Stoner's adult
children.
(3) Mr. Box is a director and an Executive Vice President of American Tower
Systems. His address is 116 Huntington Avenue, Boston, Massachusetts
02116. Includes 2,070 shares of Class A Common Stock owned by two trusts
for the benefit of Mr. Box's children and 75,000 shares of Class A Common
Stock purchasable under ATS Options received in exchange for ARS Options
upon consummation of the CBS Merger. Does not include an aggregate of
300,000 shares of Class A Common Stock purchasable under such exchanged
ATS Options or an aggregate of 120,000 shares of Class A Common Stock
purchasable under options granted on January 8, 1998 to Mr. Box under the
Plan.
(4) Mr. Eisenstein is Executive Vice President-Corporate Development of
American Tower Systems. His address is 116 Huntington Avenue, Boston,
Massachusetts 02116. Does not include an aggregate of 90,000 shares of
Class B Common Stock purchasable under ATS Options received in exchange
for ARS Options upon consummation of the CBS Merger; includes an
aggregate of 60,000 shares of Class B Common Stock as to which such
options will be exercisable. Does not include an aggregate of 188,576
shares of ATSI Options which became options to purchase Class A Common
Stock upon consummation of the CBS Merger; includes an aggregate of
116,472 shares of Class A Common Stock as to which such options will be
exercisable. Does not include an aggregate of 28,000 shares of Class A
Common Stock purchasable under options granted on January 8, 1998 to Mr.
Eisenstein under the Plan.
(5) Mr. Gearon is an Executive Vice President and director of American Tower
Systems. His address is 116 Huntington Avenue, Boston, Massachusetts
02116. Includes 4,240,002 shares of Class A Common Stock currently owned
by Mr. Gearon and 471,111 shares of Class A Common Stock held by a trust
for the benefit of Mr. Gearon's children of which J. Michael Gearon, Sr.
is the trustee. Mr. Gearon disclaims beneficial ownership in all shares
owned by such trust. Does not include 234,451 shares of Class A Common
Stock purchasable under an option granted on January 22, 1998 to Mr.
Gearon under the Plan.
(6) Mr. Wiest is the Chief Operating Officer of American Tower Systems. His
address is 116 Huntington Avenue, Boston, Massachusetts 02116. Includes
44,444 shares of Class A Common Stock owned by Mr. Wiest. Does not
includes 240,001 shares of Class A Common Stock purchasable under an
option granted on January 22, 1998 to Mr. Wiest under the Plan.

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(7) Mr. Winn is a director, Treasurer and Chief Financial Officer of American
Tower Systems. Pursuant to the ATC Merger Agreement, Mr. Winn has agreed
to resign as a director upon the election of the ATC director nominees.
His address is 116 Huntington Avenue, Boston, Massachusetts 02116.
Includes 2,000 shares of Class A Common Stock and 7,948 shares of Class B
Common Stock owned individually by Mr. Winn and 100 shares of Class A
Common Stock held for the benefit of his children. Does not include an
aggregate of 223,290 shares of Class B Common Stock and 24,210 shares of
Class A Common Stock purchasable under ATS Options received in exchange
for ARS Options upon consummation of the CBS Merger; includes an
aggregate of 515,198 shares of Class B Common Stock and 6,053 shares of
Class A Common Stock as to which such options will be exercisable. Does
not include an aggregate of 275,000 shares of Class A Common Stock
purchasable under options granted on January 8, 1998 to Mr. Winn under
the Plan.
(8) Mr. Chavkin is a director of American Tower Systems. His address is 116
Huntington Avenue, Boston, Massachusetts 02116. Mr. Chavkin, as a general
partner of CCP, which is the general partner of CEA may be deemed to own
beneficially shares held by CEA and Chase Capital, an affiliate of Mr.
Chavkin. Includes an additional 26,911 shares of Class A Common Stock and
3,295,518 shares of Class C Common Stock owned by CEA. Giving effect to
the ATC Merger, Chase Capital would own 5,238,305 shares of Class A
Common Stock and Archery Partners, an affiliate of Chase Capital, would
own 1,309,819 shares of Class A Common Stock. Mr. Chavkin disclaims such
beneficial ownership of such shares. The address of CCP and CEA is 380
Madison Avenue, 12th Floor, New York, New York 10017. Does not include
15,000 shares of Class A Common Stock purchasable under an ATS Option to
be received in exchange for an ARS Option; includes 3,750 shares of Class
A Common Stock as to which such option will be exercisable.
(9) Includes all shares stated to be owned in the preceding notes and, in the
case of the pro forma ATC Merger information, that is set forth in notes
(10) and (11).
(10) Mr. Lummis is the Chairman, Chief Executive Officer and President of ATC.
His address is 3411 Richmond Avenue, Suite 400, Houston, Texas, 77046.
Mr. Lummis beneficially owns 7,155 shares of ATC Common Stock. Giving
effect to the ATC Merger, Mr. Lummis would own 1,825,014 shares of Class
A Common Stock representing 2.79%, 2.35% and 1.17% of the pro forma Class
A Common Stock, Common Stock and Voting Power, respectively. Includes
14,554 shares of Class A Common Stock that will be owned by Mr. Lummis,
an aggregate of 258,082 shares of Class A Common Stock owned by trusts of
which he is trustee, 970,236 shares of Class A Common Stock owned by
Summit, an affiliate of Mr. Lummis by reason of Mr. Lummis's 50%
ownership of the common stock of Summit, and 582,142 shares of Class A
Common Stock purchasable under an option originally granted by ATC which
will become an option to purchase Class A Common Stock pursuant to the
ATC Merger.
(11) Mr. Mays is Chief Financial Officer and an Executive Vice President of
Clear Channel. His address is P.O. Box 659512, San Antonio, TX 78265-
9512. Clear Channel owns 46,814 shares of ATC Common Stock. Giving effect
to the ATC Merger, Clear Channel would own 9,084,127 shares of Class A
Common Stock representing 13.90%, 11.69% and 5.82% of the pro forma Class
A Common Stock, Common Stock and Voting Power, respectively. Mr. Mays
disclaims beneficial ownership of Clear Channel's ownership of ATC and
ATS.
(12) The address of Baron Capital Group, Inc. ("Baron") is 767 Fifth Avenue,
New York, New York 10153. Based on Baron's Amendment No. 4 to Schedule
13D dated March 27, 1998, Mr. Baron, the president of Baron, has sole
voting power over 180,000 shares of Class A Common Stock, shared voting
power over 1,910,350 shares of Class A Common Stock, sole dispositive
power over 180,000 shares of Class A Common Stock and shared dispositive
power over 1,910,350 shares of Class A Common Stock. Mr. Baron disclaims
beneficial ownership of 5,879,770 shares of Class A Common Stock.
(13) The address of Wellington Management Company LLP ("Wellington") is 75
State Street, Boston, Massachusetts 02109. Based on its Schedule 13G
(Amendment No. 2) dated August 8, 1997, Wellington has shared voting
power over 985,313 shares of Class A Common Stock and shared dispositive
power over 1,929,676 shares of Class A Common Stock.
(14) The address of Massachusetts Financial Services Company ("MFS") is 500
Boylston Street, Boston, Massachusetts 02116-3741. Based on its Schedule
13G (Amendment No. 2) dated February 12, 1998, MFS

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will have sole voting power over 3,132,749 shares of Class A Common Stock
and sole dispositive power over 3,157,679 shares of Class A Common Stock.
(15) The address of Lehman Brothers Holding Inc. ("Lehman") is 3 World
Financial Center, 24th Floor, New York, New York 10285. Upon consummation
of the CBS Merger, based on its Schedule 13G dated February 25, 1998,
Lehman will have shared voting power over 2,050,000 shares of Class A
Common Stock and shared dispositive power over 2,050,000 shares of Class
A Common Stock.
(16) Mr. Kellar is a director of American Radio. His address is 116 Huntington
Avenue, Boston, Massachusetts 02116.

(17) The address of American Radio and CBS is 51 West 52nd Street, New York,
NY 10023. All of such shares are held for transfer upon conversion of the
Convertible Preferred.

CONVERSION OF CONVERTIBLE PREFERRED

Holders of the Convertible Preferred have the right to convert each share of
Convertible Preferred into the kind and amount of the securities, cash or
other property they would have received upon consummation of the CBS Merger
had they converted the Convertible Preferred immediately prior to such merger.
Upon consummation of the CBS Merger, each outstanding share of ARS Common
Stock was converted into the right to receive (i) $44.00 in cash and (ii) one
share of Common Stock of ATS of the same class as the class of ARS Common
Stock surrendered in the CBS Merger.

Each share of Convertible Preferred was, immediately prior to the
consummation of the CBS Merger, convertible into shares of ARS Class A Common
Stock at a conversion price of $42.50 per share of ARS Class A Common Stock,
which equals a conversion rate of 1.1765 shares of ARS Class A Common Stock
per Depository Share. Accordingly, each Depository Share is convertible into
$51.766 and 1.1765 shares of Class A Common Stock. Cash will be paid in lieu
of fractional shares of Class A Common Stock of ATS; the amount of such cash
to equal the fair market value of such fractional shares at the time of
conversion as determined by the ARS Board of Directors. While holders of
Convertible Preferred will continue to be entitled to receive dividends on the
Convertible Preferred, no interest will accrue on the cash entitled to be
received upon conversion and no dividends on the Class A Common Stock of ATS,
to the extent any are payable to holders on a record date between the date
hereof and such conversion, will be payable to such holders as a result of
conversion.

This Prospectus is furnished in connection with the decision by the holders
of Convertible Preferred whether to exercise such conversion rights and
receive cash and become common stockholders of ATS or remain holders of
Convertible Preferred, subject to the right of ARS to redeem or exchange such
Convertible Preferred. For information about ARS, see the ARS Form 10-K
attached as Appendix A hereto. As a consequence of the CBS Merger, the ARS
Class A Common Stock will no longer trade on the NYSE and ARS has deregistered
under the Exchange Act and will no longer file public reports under the
Exchange Act. Although CBS will not assume or become liable for any obligation
with respect to the Convertible Preferred, CBS is subject to the information
requirements of the Exchange Act.

ATS issued to ARS in November 1997 a sufficient number of Class A Common
Stock to be delivered upon the exercise of conversion rights of the holders of
the Convertible Preferred. ARS has no obligation to escrow shares of Class A
Common Stock or cash for the purpose of satisfying its obligations in
connection with conversions of Convertible Preferred. ATS has no obligation to
issue Class A Common Stock or deliver cash pursuant to conversions of
Convertible Preferred.

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RELATIONSHIP BETWEEN ATS AND ARS

ATS, ARS and CBS have entered into the ARS-ATS Separation Agreement to
provide, among other things, for (i) the sharing of various liabilities and
obligations, including without limitation those relating to the taxes payable
by ARS as a consequence of the consummation of the CBS Merger, (ii) certain
adjustments based on ARS's working capital and indebtedness as of the
Effective Time of the CBS Merger, and (iii) the leasing of space to ARS on
certain of ATS's towers. The following is a summary description of the rights
and obligations of the parties under the ARS-ATS Separation Agreement, a copy
of which has been filed as an exhibit to the Registration Statement. The
summary is qualified in its entirety by reference to the full and complete
text of the ARS-ATS Separation Agreement. Certain terms used in this Section
without definition are defined in the ARS-ATS Separation Agreement or
incorporated therein by reference to the CBS Merger Agreement.

SHARING OF TAX AND OTHER CONSEQUENCES

With respect to the terms and conditions of the CBS Merger, including the
sharing of the tax consequences thereof, the ARS-ATS Separation Agreement
provides as follows:

(a) American Tower Systems is obligated to indemnify CBS and American
Radio and its Subsidiaries (other than the Tower Subsidiaries, collectively
the "ATS Group") harmless from and against any liabilities (other than
certain tax liabilities) to which American Radio or any of its Subsidiaries
(other than the ATS Group) may be or become subject that relate to or arise
from the assets, business, operations, debts or liabilities of the ATS
Group, including without limitation (i) the assets to be transferred to
American Tower Systems except certain leases listed in the CBS Merger
Agreement including, without limitation, (x) the assets (or debts or
liabilities associated therewith) to be transferred to American Tower
Systems pursuant to the provisions of Article 11 of the ARS-ATS Separation
Agreement and (y) any wireless communication infrastructure assets
previously owned or controlled by American Radio or any Tower Subsidiary
which have been disposed of by American Radio or any such Tower Subsidiary
prior to the Effective Time; (ii) liabilities (A) in connection with the
distribution of the Tower Stock Consideration as part of the CBS Merger,
(B) relating to or arising from any agreement, arrangement or understanding
(other than the Tower Documentation) entered into by American Radio, ATS or
any member of the American Tower Group (x) for the benefit of any member of
the American Tower Group, (y) in contemplation of the CBS Merger, or (z)
with respect to the sale, assignment, transfer or other disposition of
shares of Common Stock, (C) relating to or arising from any untrue
statement or alleged untrue statements of a material fact contained in this
Prospectus, any proxy statement used in connection with any ARS stockholder
meeting with respect to approval of the Tower Merger, the Registration
Statement or in any document filed or required to be filed, or any document
delivered to any securityholder of American Radio, in connection with the
CBS Merger, or in any document filed or required to be filed by American or
any member of the American Tower Group in connection with the preceding
clause (B) or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except with respect to information provided by or relating
solely to American Radio (excluding ATS Mergercorp and the American Tower
Group) which is contained in or expressly consistent with the Filed
American SEC Documents or the American Form 10-Q for the nine months ended
September 30, 1997 filed by American Radio with the Commission under the
Exchange Act, or (D) in connection with any action or omission of any Tower
Employee for the benefit of, including without limitation in furtherance of
the business of, any member of the American Tower Group or in connection
with or incident to such employee's duties and responsibilities as a Tower
Employee, (iii) any economic impact related to or arising from the failure
to obtain any government authorizations, private authorizations or other
third party consents, or to make any governmental filings, necessary to
consummate the CBS Merger, and (iv) the rental and related expenses for the
relevant portion of the leased premises located at 116 Huntington Avenue,
Boston Massachusetts in the event of the failure to obtain the landlord's
consent to the assignment of the obligations relating to, or sublease of,
such relevant portion of such premises.

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(b) American Radio is obligated to indemnify the ATS Group and hold it
harmless from and against any liabilities (other than certain tax
liabilities) to which the ATS Group may be or become subject that relate to
or arise from the assets, business, operations, debts or liabilities of
American Radio or its Subsidiaries (other than the ATS Group) whether
arising prior to, concurrent with or after the CBS Merger.

(c) The allocation of Tax liabilities and deconsolidation of American
Radio and the ATS Group is to be made in accordance with the principles set
forth in the ARS-ATS Separation Agreement, including without limitation
that ATS is obligated to indemnify (and make whole on an after-tax basis)
CBS for all Taxes imposed by any Taxing Authority on any member of the
American Tax Group or on CBS as a result of or in connection with sale or
transfer of assets to the American Tower Group pursuant to Section 11.2 of
the ARS-ATS Separation Agreement (or between members of the American Tax
Group prior to the final transfer to a member of the American Tower Group
or between members of the American Tower Group), the CBS Merger, the Tower
Separation, any other disposition of stock of ATS contemplated or permitted
by the CBS Merger Agreement, or the merger of ATS with any other Person, as
the case may be, including without limitation any Taxes on any gain to any
member of the American Tax Group arising under Section 311 of the Code, any
Taxes on any deferred gain to any member of the American Tax Group
triggered as a result of or upon any such event, any gain attributable to
any excess loss account triggered upon any such event, any Taxes arising as
a result of the election or other transactions contemplated by Section
4.2(j) of the ARS-ATS Separation Agreement, income or gain arising as a
result of transactions described in Section 6.8(a) of the CBS Merger
Agreement (payments to holders of ARS Options of the CBS Merger
consideration), as a result of transactions on or about January 20-21, 1998
involving American Tower Systems, L.P. or interests therein, as a result of
the timing of the payment of Taxes (including, without limitation, any
estimated Taxes) under the ARS-ATS Separation Agreement, and gain on the
conversion of ARS Convertible Preferred Stock into Common Stock, and any
transfer Taxes arising from any such event, all to the extent that the
additional liability for such Taxes payable by the American Tax Group as a
consequence of such events (on a "but for" basis) exceeds $20,000,000. ATS
is entitled to pursue in the name of ARS, but for its own account and at
its own cost and expense, a refund claim with respect to the issue of
whether the tax indemnity required under the ARS-ATS Separation Agreement
gives rise to an adjustment to the tax basis of ARS's interest in American
Tower (the so-called "gross-up" provision). The ARS-ATS Separation
Agreement also provides that, subject to certain limitations, in computing
the amount of taxable gain that is recognized by ARS in connection with the
distribution of the Common Stock, ARS shall, if so requested by ATS, report
the amount so realized based on the "fair market value" of such stock as
determined by an appraisal prepared by a mutually agreed upon appraiser.

(d) The ARS-ATS Separation Agreement provides that a member of the ATS
Group shall assume to the extent permitted by the landlord, the obligations
under the lease of 116 Huntington Avenue, Boston, Massachusetts, with
respect to the relevant portion of such leased premises.

(e) American Radio is obligated to transfer, or cause its Subsidiaries to
transfer, to ATS the communications towers agreed upon by CBS and American
Radio prior to the execution of the CBS Merger Agreement (the "Transferred
Towers"), and ATS is obligated to assume all of American Radio's and such
Subsidiaries' obligations with respect to the Transferred Towers to the
extent set forth in the ARS-ATS Separation Agreement.

(f) Upon the consummation of the CBS Merger, certain employees of
American Radio (the "ATS Employees") were offered full-time employment by
ATS or one of its Subsidiaries. Members of the ATS Group, for a period of
eighteen (18) months following the consummation of the CBS Merger, have
agreed not to actively solicit or seek to hire any employees of American
Radio or its Subsidiaries not engaged in the business of the ATS Group as
of the date of the original CBS Merger agreement, other than the ATS
Employees, it being understood and agreed that such agreement shall not be
deemed to prevent members of the ATS Group from placing general
advertisements in publications or on the Internet or soliciting any such
employee who (i) initiates employment discussions with a member of the ATS
Group or (ii) is not employed by American Radio or CBS or any of their
respective Subsidiaries on the date such a member first solicits such
employee.

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The ARS-ATS Separation Agreement contains detailed provisions with respect
to the rights and obligations of the Indemnitees and the indemnifying parties,
including as to when the indemnifying party is not entitled to assume the
defense of certain Third Party Actions. For a complete description of the
material terms and conditions of the ARS-ATS Separation Agreement relating to
the sharing of tax and other liabilities, see the ARS-ATS Separation
Agreement. See also "Prospectus Summary--American Tower Systems--CBS Merger"
and "Unaudited Pro Forma Condensed Consolidated Financial Statements of
American Tower Systems".

CLOSING DATE ADJUSTMENTS

The ARS-ATS Separation Agreement also contains provisions relating to
adjustments of the amount required to be paid by CBS in the CBS Merger, based
on American Radio's working capital and indebtedness as of the Closing Date.
Any such adjustments are required to be paid by or to ATS. With respect to
such adjustments, the ARS-ATS Separation Agreement provides, among other
things, for an adjustment as follows:

(a) Subject to paragraph (c) below, if Closing Working Capital is less
than $70,000,000 (the "WC Amount"), then ATS shall, and if Closing Working
Capital is greater than the WC Amount, CBS shall, owe the other the amount
of such difference. The term "Working Capital" shall mean Current Assets
minus Liabilities. The terms "Current Assets" and "Liabilities" shall mean
the current assets and liabilities of the Post-Closing American Group
calculated in accordance with GAAP, except that (i) outstanding principal
amount of indebtedness and liquidation preference of preferred stock will
be excluded, (ii) cash will be excluded, (iii) accruals for taxes will be
included except that (A) tax liabilities which ATS is obligated to
indemnify American Radio and its Subsidiaries (other than the American
Tower Group) pursuant to the provisions of the Tower Documentation, and
deferred income Tax assets and liabilities that exist or arise from
differences in basis for Tax and financial reporting purposes attributable
to acquisitions, exchanges and dispositions or attributable to depreciation
and amortization, shall not be taken into account, (B) Tax benefits arising
from the exercise or cancellation of options between the date of the
Original CBS Merger Agreement and the Effective Time shall not be taken
into account, and (C) accruals for taxes relating to acquisitions,
exchanges or dispositions will be determined in accordance with ARS's past
accounting practices, (iv) Current Assets will be increased by amount equal
to the sum of (x) the amount derived by multiplying the Cash Consideration
by the number of shares of ARS Common Stock held in its treasury as of the
Effective Date and (y) the aggregate amount of the spread of $44.00 over
the exercise price of each ARS Option outstanding on the date of the
original CBS Merger Agreement terminated or canceled prior to the Effective
Time or for which the holder has elected to receive an option to acquire
Common Stock in lieu thereof, less the tax benefit that would have been
received with respect to the exercise of such options, (v) Current Assets
will be (A) increased (if the number of shares of ARS Common Stock issuable
upon conversion of the Convertible Preferred is fewer than 3,750,000) by an
amount equal to the amount derived by multiplying the Cash Consideration by
the excess of (I) 3,750,000 less (II) the number of shares of ARS Common
Stock issuable upon conversion of the Convertible Preferred or (B)
decreased (if the number of shares of ARS Common Stock issuable upon
conversion of the Convertible Preferred is greater than 3,750,000) by an
amount equal to the amount derived by multiplying the Cash Consideration by
the excess of (I) the number of shares of ARS Common Stock issuable upon
conversion of the Convertible Preferred less (II) 3,750,000, (vi)
liabilities from the radio broadcasting rights contracts for St. Louis Rams
games will be limited to $3,300,000, and (vii) amounts owed by American
Tower Systems to American Radio pursuant to Section 16.3 of the ARS-ATS
Separation Agreement (i.e., certain expenses related to ATS) shall be
excluded from Current Assets and liabilities with respect to such amounts
shall be excluded from Liabilities.

(b) Subject to paragraph (c) below, if Closing Net Debt is greater than
the Debt Amount minus $50,419,000, minus cash received by the Post-Closing
American Group in respect of options exercised between the date of the
Original CBS Merger Agreement and the Effective Time (the "CD Amount"), ATS
shall, and if Closing Net Debt is less than the CD Amount, CBS shall, owe
the other the amount of such difference. "Debt Amount" shall mean
$1,066,721,000, subject to adjustment for the failure to consummate any of
the Recent Transactions relating to American Radio and for the consummation
of any other acquisitions or dispositions. The term "Net Debt" shall mean
outstanding principal amount of indebtedness

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(including, without duplication, guarantees of indebtedness) plus
outstanding liquidation preference of all preferred stock (other than the
American Convertible Preferred Stock), including, without limitation, the
aggregate liquidation preference of any junior preferred security issued by
American to CBS, minus cash, including, without limitation, the aggregate
purchase price of any junior preferred security issued by American to CBS.

(c) The amounts owed pursuant to the provisions of paragraphs (a) and (b)
above shall be aggregated or netted, as appropriate (the resulting amount,
the "Adjustment Amount"). In the event that the Adjustment Amount minus
$10,000,000 is greater than $0 (the "Final Adjustment Amount"), the party
that owes the Final Adjustment Amount will make payment by wire transfer of
immediately available funds of the Final Adjustment Amount together with
interest thereon at a rate of interest equal to the lesser of (i) 10% per
annum and (ii) if ATS is being charged a rate of interest by a financial
institution, such rate, but in no event lower than the prime rate as
reported in the Wall Street Journal on the date of the Closing Statement
becomes final and binding on the parties, calculated on the basis of the
actual number of days elapsed divided by 365, from the date of the
Effective Time to the date of actual payment.

(d) In the event ATS and CBS cannot agree on any item, the dispute will
be resolved by the Accounting Firm, whose authority is limited to whether
the Closing Statement was prepared in compliance with the requirements set
forth above and the allocation of the costs of dispute resolution, and the
Accounting Firm is not to make any other determination.

(e) During the period of time from and after the delivery of the Closing
Statements to ATS through the date the Closing Statement becomes final and
binding on CBS, ARS and ATS, CBS will cause the Post-Closing American Group
to afford ATS and any accountants, counsel or financial advisors retained
by ATS in connection with the adjustments described above reasonable access
(with the right to make copies) during normal business hours to the books
and records of the Post-Closing American Group to the extent relevant to
the adjustments.

(f) Any adjustment pursuant to Article 10 of the ARS-ATS Separation
Agreement (i.e., these provisions) shall be taken into account in the
calculation of Tax liability pursuant to Section 4.2(b) of the ARS-ATS
Separation Agreement, and any increase or decrease in the amount of Taxes
that are reimbursable or indemnifiable by the ATS Group as a result of any
such adjustment shall be treated as an adjustment to Taxes described in
Section 4.2(f) of the ARS-ATS Separation Agreement.

See Article 10 of the ARS-ATS Separation Agreement for a complete
description of the Closing Date adjustments. See also "Prospectus Summary--
American Tower Systems--CBS Merger" and "Unaudited Pro Forma Condensed
Consolidated Financial Statements of American Tower Systems".

LEASE ARRANGEMENTS

In connection with the consummation of the CBS Merger, CBS and ARS entered
into the definitive documentation ("Tower Leases") with respect to certain
broadcasting towers ("Towers"). The markets in which such Towers are located
and the annual "market price" for each antenna were set forth in Exhibit B to
the CBS Merger Agreement. Subject to certain exceptions, 14 of the Towers were
owned or leased by ARS and in January 1998 became the property of ATS; the
balance will be transferred by ARS to ATS upon acquisition by ARS. Each of the
Tower Leases contains or will contain standard and customary terms and
conditions, including the following: (a) with certain exceptions, each Tower
Lease will be for a term of twenty (20) years with four (4) renewal periods of
five (5) years each; each such renewal to be upon the same terms and
conditions as the original Tower Lease; (b) prior to the consummation of the
CBS Merger, ARS will use its best efforts to extend the term of each lease
("Land Leases") to a minimum duration of twenty (20) years, inclusive of
renewal periods, if any, and provide CBS with respect to the Towers subject to
the extended Land Leases, tower leases with the equivalent benefits set forth
in clauses (c), (d) and (e) and for a minimum duration of twenty (20) years
("Extended Tower Leases"). With respect to any such Land Lease that was not so
extended (except with respect to one Land Lease) ARS, ATS and CBS agreed upon
definitive documentation to provide CBS Land Leases, tower leases with the
benefits equivalent of such Extended Tower Leases or mutually agreed to
alternative arrangements providing equivalent value to CBS; (c) each Tower
Lease provides or will provide that no

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payments will be payable by CBS for a period of three (3) years from the
consummation of the CBS Merger; for the next three (3) years the payments will
be as follows: one-third ( 1/3) of the market price as set forth in Exhibit B
to the CBS Merger Agreement corresponding to each FM antenna (or AM/FM
antenna) for year four (4); two-thirds ( 2/3) for year five (5) and full
market price for year six (6); thereafter, for the balance of the term and any
renewals thereof, the payments will be the market price, together with an
annual increase every year, beginning for year seven (7), of the lesser of
five percent (5%) or the Consumer Price Index for all Urban Consumers over the
previous year's payments (except with respect to three leases which such
payments began at the consummation of the CBS Merger, with respect to CBS, and
began on January 1, 1998 as between ARS and ATS). Notwithstanding the
foregoing, CBS acknowledged that Tower Lease payments at the full "market
price" indicated on Exhibit B to the CBS Merger Agreement by ARS to ATS may
commence upon such leases becoming the property of ATS and will continue until
the consummation of the CBS Merger; (d) all expenses for taxes, insurance,
maintenance and utilities in respect of each Tower will be paid by ATS; and
(e) ATS assumed the obligation and responsibility for complying with all
applicable law with respect to the Towers.

See Article 11 of the ARS-ATS Separation Agreement for a more complete
description of the lease arrangements.

TRANSITIONAL SERVICES

Each of CBS, ARS and ATS have agreed, subject to the terms and conditions of
the ARS-ATS Separation Agreement, from and after the consummation of the CBS
Merger to use its reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with the
other in doing, all things necessary, proper or advisable to provide, in the
most expeditious manner practicable, the goods and/or services described in
Article 12 of the ARS-ATS Separation Agreement, including without limitation
with respect to, among other things, (i) making its employees, including
senior management, available (x) to assist in the preparation of all documents
(including tax returns) required to be filed with governmental authorities
(including the Commission) or furnished to securityholders, (y) to consult
regarding the financial software systems currently used by ARS, and (z) to
assist in the consummation of all pending acquisitions, exchanges and
dispositions or other transactions of ARS and resolving any existing
contingent liabilities of ARS, (ii) providing financial and other information
with respect to ATS required by CBS or ARS in connection with the preparation
of all documents required to be filed with governmental authorities (including
the Commission) or furnished to securityholders, and (iii) making available or
assisting in obtaining all documents prepared for ARS by its independent
accountants and counsel. ATS is obligated to deliver promptly to CBS all books
and financial and other records of ARS in its possession (including those
located at ATS's corporate headquarters) and all software and hardware located
at such corporate headquarters. ATS is entitled to access to and to make
copies of all documents, records and other material delivered to CBS.

For a description of the terms and conditions of the ARS-ATS Separation
Agreement relating to the providing of transitional services, see Article 12
of the ARS-ATS Separation Agreement.

EXPENSES

Promptly following the consummation of the CBS Merger, ATS is obligated to
pay to ARS in immediately available funds (and make ARS whole on an after-tax
basis under the principles set forth in the ARS-ATS Separation Agreement) an
amount equal to the aggregate costs and expenses incurred by ARS in connection
with any agreement, arrangement or understanding (other than the Tower
Documentation) entered into by ARS, ATS Mergercorp or any member of the
American Tower Group following the date of the original CBS Merger Agreement
(x) for the benefit of any member of the American Tower Group, (y) in
contemplation of the consummation of the CBS Merger or (z) in connection with
the sale, assignment, transfer or other disposition of shares of Common Stock,
including without limitation such costs and expenses incurred by ARS to
Merrill Lynch (as part of the Stock Purchase Agreement) and any such costs and
expenses incurred by ARS to Credit Suisse First Boston in excess of those set
forth in the engagement letter between ARS and Credit Suisse First Boston
provided by ARS to CBS. See Section 16.3 of the ARS-ATS Separation Agreement.

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CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following is a description of certain material federal income tax
consequences to holders of the Convertible Preferred (which, for purposes of
the following description, also refers to Depositary Shares representing
ownership of the Convertible Preferred). Except as otherwise expressly
indicated, the following only describes certain federal income tax
consequences to United States persons (e.g., citizens or residents of the
United States and domestic corporations) who hold shares of Convertible
Preferred as capital assets. It does not discuss the tax consequences that
might be relevant to holders of such shares who may be subject to special
rules under the federal income tax law, such as persons who acquired the
Convertible Preferred or options to acquire such shares in connection with
their employment, life insurance companies, regulated investment companies,
tax-exempt organizations, financial institutions, securities broker-dealers,
persons subject to alternative minimum tax, and persons who hold shares of
Convertible Preferred as part of a straddle, hedging or conversion
transaction.

Holders of Convertible Preferred are encouraged to consult their tax
advisors with respect to recent amendments to the Internal Revenue Code of
1986, as amended, and the rules and regulations thereunder (the "Code"). For
example, the Taxpayer Relief Act of 1997 amended Code Sections 246, altering
certain holding period requirements for the availability to corporate holders
of the Code Section 243 dividends-received deduction, and also amended Code
Section 1059, altering the circumstances under which an "extraordinary
dividend" (or redemption treated as an "extraordinary dividend") may require a
corporate holder to reduce basis in, or recognize gain on, its shares of
Convertible Preferred.

After the CBS Merger, the surrender of Convertible Preferred pursuant to an
exercise of the conversion privilege therein will be treated as a sale of such
stock. Each holder of Convertible Preferred will recognize capital gain or
loss equal to the difference between (i) the sum of the amount of cash and the
fair market value of Class A Common Stock received, and (ii) the adjusted tax
basis of the shares of Convertible Preferred surrendered. Any such capital
gain or loss will be long-term capital gain or loss if, as of the date of such
sale, the holding period for the surrendered Convertible Preferred shares is
more than one year. For certain noncorporate holders, amounts treated as long-
term capital gain are subject to taxation at varying rates, depending upon the
holding period of the Convertible Preferred surrendered. A holder's basis in
the Class A Common Stock received will equal its fair market value on the date
of the sale, and the holder's holding period therein will commence on the
following day.

Under the federal income tax backup withholding rules, 31% of certain
payments to which a holder of Convertible Preferred is otherwise entitled may
be required to be withheld, and will be withheld, unless when required the
holder provides a tax identification number (social security number in the
case of any individual, or employer identification number in the case of other
holders) and certifies under penalties of perjury that such number is correct,
or alternatively, such holder demonstrates in a satisfactory manner an
exemption from the backup withholding rules. Any amounts withheld will be
allowed as a credit against the holder's federal income tax liability for such
year.

THE FOREGOING IS A SUMMARY DESCRIPTION OF CERTAIN MATERIAL FEDERAL INCOME
TAX CONSEQUENCES TO HOLDERS OF CONVERTIBLE PREFERRED, WITHOUT CONSIDERATION OF
THE PARTICULAR FACTS AND CIRCUMSTANCES OF ANY PARTICULAR HOLDER. IN ADDITION,
IT DOES NOT ADDRESS THE STATE, LOCAL OR FOREIGN TAX ASPECTS TO HOLDERS OF
CONVERTIBLE PREFERRED. THE DISCUSSION IS BASED ON CURRENTLY EXISTING
PROVISIONS OF THE CODE, EXISTING AND PROPOSED TREASURY REGULATIONS THEREUNDER
AND CURRENT ADMINISTRATIVE RULINGS AND COURT DECISIONS. ALL OF THE FOREGOING
ARE SUBJECT TO CHANGE AND ANY SUCH CHANGE COULD AFFECT THE CONTINUING VALIDITY
OF THE DISCUSSION. EACH HOLDER OF CONVERTIBLE PREFERRED SHOULD CONSULT HIS,
HER OR ITS OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF HOLDING THE
CONVERTIBLE PREFERRED OR EXERCISING THE CONVERSION PRIVILEGE THEREIN,
INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND FOREIGN TAX
LAWS.

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INDEBTEDNESS OF AMERICAN TOWER SYSTEMS

The summary contained herein of the material provisions of the Loan
Agreement do not purport to be complete and is qualified in its entirety by
reference to the provisions of the Loan Agreement, which is filed as an
exhibit to the Registration Statement of which this Prospectus is a part and
to which exhibit reference is made hereby. Capitalized terms used in this
Section which are not otherwise defined in this Prospectus shall have the
meaning ascribed thereto in the Loan Agreement.

LOAN AGREEMENT

In order to finance acquisitions of communications sites and other related
businesses and the construction of towers and for general corporate purposes,
the Operating Subsidiaries have borrowed and expect to continue to borrow
under the Loan Agreement. The Loan Agreement provides the Operating
Subsidiaries with a $250.0 million loan commitment based on ATS maintaining
certain operational ratios and an additional $150.0 million loan at the
discretion of ATS, which is available through June 2005 and decreases
thereafter. Until interest rates are fixed or capped at ATS's request, all
outstanding amounts under the Loan Agreement bear interest at a variable base
rate plus a variable margin based on certain of ATS's financial ratios.
Interest rates under the Loan Agreement are determined, at the option of ATS,
at either the Eurodollar Rate plus 1.00% to 2.25% or the Base Rate plus 0.00%
to 1.00%. The spread over the Eurodollar Rate and the Base Rate varies from
time to time, depending upon ATS's financial leverage. ATS pays quarterly
commitment fees equal to (i) 0.375% or 0.500% per annum, in each case
depending on ATS's financial leverage, on the aggregate unused portion of the
aggregate $250.0 million commitment, and (ii) 0.125% on the additional $150.0
million commitment (until such time as ATS elects to make it part of the
permanent commitment). Borrowings may be made under the Loan Agreement only so
long as the Operating Subsidiaries remain in compliance with certain financial
covenants and meet certain other conditions.

Indebtedness may be incurred under the Loan Agreement for acquisitions,
construction and other capital expenditures, working capital and general
corporate purposes. All such Indebtedness will be subject to satisfaction of
certain conditions with respect to the maintenance of debt levels, including
the maintenance of the following ratios: (i) maximum Total Debt of the
Operating Subsidiaries and their Restricted Subsidiaries to Annualized
Operating Cash Flow of the Operating Subsidiaries and their Restricted
Subsidiaries ratio of 6.00:1 declining in stages to 3.00:1 by December 31,
2002 and thereafter, (ii) minimum Annualized Operating Cash Flow to Interest
Expense ratio of 2.00:1 increasing to 2.50:1 at September 30, 2000 1999 and
thereafter, and (iii) minimum Annualized Operating Cash Flow to Pro Forma Debt
Service ratio of 1.10:1 increasing to 1.15:1 at September 30, 2000 and
thereafter.

The Loan Agreement contains certain financial and operational covenants and
other restrictions with which the Operating Subsidiaries must comply, whether
or not there are any borrowings outstanding, including, among others,
restrictions on acquisitions (of tower management or site acquisition
businesses), additional indebtedness, capital expenditures and investments in
Unrestricted Subsidiaries, and restricts the ability of the Operating
Subsidiaries to pay dividends or make other distributions to, make loans to,
or to engage in other transactions with, ATS, and to redeem, purchase or
otherwise acquire shares of its capital stock or other equity interests and
prohibit any such dividend, distribution, redemption, purchase or other
acquisition during the existence of a default or event of default thereunder.
See "Description of Capital Stock--Dividend Restrictions".

The obligations of the Operating Subsidiaries are secured by a first
priority security interest in substantially all of their respective property
and assets. ATS has pledged all of the stock of ATSI (one of the Operating
Subsidiaries) as security under the Loan Agreement.

ATS and the Operating Subsidiaries have received commitments for, and are in
the process of negotiating definitive agreements with respect to the New
Credit Facilities. The proposed New Credit Facility with ATS would provide for
$150.0 million term loan maturing at the earlier of (i) eight and one-half
years or (ii) December 31, 2006, amortizing quarterly in an amount equal to
2.5% of the principal amount outstanding at

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June 30, 2001 at the end of each quarter between such date and June 30, 2006,
both inclusive, and the balance in two equal installments on September 30 and
December 31, 2006. The ATS loan agreement would be fully drawn at closing and
would provide for interest rates determined, at the option of ATS, of either
the LIBOR Rate (as to be defined) plus 3.50% or the Base Rate (as to be
defined) plus 2.5%. The New Credit Facilities with the Operating Subsidiaries
provide for $900.0 million credit facilities maturing at the earlier of (a)
eight years or (b) June 30, 2006 consisting of the following: (i) a $250.0
million multiple-draw term loan, (ii) a $400.0 million reducing revolving
credit facility and (iii) a $250.0 million 354-day revolving credit facility
that converts to a term loan facility thereafter. The interest rate provisions
are similar to those in the Loan Agreement, except that the range over the
Base Rate is between 0.00% and 1.250% and the range over the LIBOR Rate is
between 0.750% and 2.250%. Borrowings under the Operating Subsidiaries' New
Credit Facilities are conditioned upon compliance with certain financial
ratios and are required to be repaid, commencing June 30, 2001, in increasing
quarterly amounts designed to amortize the loans at maturity. The loans to ATS
and the Operating Subsidiaries will be cross-guaranteed and cross-
collateralized by substantially all of the assets of the consolidated group.
The Operating Subsidiaries will be required to pay quarterly commitment fees
equal to 0.375% or 0.250% per annum, depending on their consolidated financial
leverage, on the aggregate unused portion of the aggregate commitment (other
than, until taken down, the 354-day facility on which it is 0.125% until so
taken down). Other proposed provisions of the New Credit Facilities are
comparable to the Loan Agreement, although the financial and other covenants
are somewhat more favorable to the Operating Subsidiaries in certain respects,
including an increase of the Total Debt (of the Operating Subsidiaries) to
Annualized Operating Cash Flow ratio from 6.0:1 to 6.5:1 and the inclusion of
a Total Debt (of ATS and the Operating Subsidiaries) to Annualized Operating
Cash Flow ratio of 8.0:1. The New Credit Facility of ATS will prohibit the
payment of cash dividends and the redemption, purchase or other acquisition of
equity securities by ATS, except to the extent of the net proceeds of the
proposed public offering of Class A Common Stock used to redeem the Interim
Preferred Stock.

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DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of American Tower Systems consists of
20,000,000 shares of Preferred Stock, $.01 par value per share (the "Preferred
Stock") 200,000,000 shares of Class A Common Stock, $.01 par value per share,
50,000,000 shares of Class B Common Stock, $.01 par value per share, and
10,000,000 shares of Class C Common Stock, $.01 par value per share. The
outstanding shares of Common Stock (there being no Preferred Stock
outstanding) as of April 1, 1998 were as follows: Class A Common Stock--
36,351,265; Class B Common Stock--9,320,576; and Class C Common Stock--
3,295,518. In connection with consummation of the ATC Merger, the authorized
number of shares of Class A Common Stock will be increased to 300,000,000.

PREFERRED STOCK

The 20,000,000 authorized and unissued shares of Preferred Stock may be
issued with such designations, preferences, limitations and relative rights as
the ATS Board may authorize, including, but not limited to: (i) the
distinctive designation of each series and the number of shares that will
constitute such series; (ii) the voting rights, if any, of shares of such
series; (iii) the dividend rate on the shares of such series, any restriction,
limitation or condition upon the payment of such dividends, whether dividends
shall be cumulative, and the dates on which dividends are payable; (iv) the
prices at which, and the terms and conditions on which, the shares of such
series may be redeemed, if such shares are redeemable; (v) the purchase or
sinking fund provisions, if any, for the purchase or redemption of shares of
such series; (vi) any preferential amount payable upon shares of such series
in the event of the liquidation, dissolution or winding-up of ATS or the
distribution of its assets; and (vii) the price or rates of conversion at
which, and the terms and conditions on which the shares of such series may be
converted into other securities, if such shares are convertible. Although ATS
has no present intention to issue shares of Preferred Stock, the issuance of
Preferred Stock, or the issuance of rights to purchase such shares, could
discourage an unsolicited acquisition proposal.

SENIOR PREFERRED STOCK

The following summary description of the terms of the Interim Preferred
Stock and of the Exchange Preferred Stock (collectively sometimes referred to
as the "Senior Preferred Stock") is qualified in its entirety by reference to
the Certificate of Designation of the Interim Preferred Stock (the "Interim
Certificate of Designation") and the Certificate of Designation of the
Exchange Preferred Stock (the "Exchange Certificate of Designation" and,
collectively with the Interim Certificate of Designation, the "Certificates of
Designation"), a copy of each of which has been filed with the Commission and
is part of the Registration Statement of which this Prospectus is a part and
the summary herein of certain provisions thereof does not purport to be
complete and is subject to, and is qualified in its entirety by, reference
thereto. Certain terms used in this summary without definition are defined in
one or both of the Certificates of Designation and, unless otherwise noted,
have the same meaning as given such terms therein. No shares of Senior
Preferred Stock are currently issued; however, ATS plans to sell Interim
Preferred Stock to finance its obligations to CBS with respect to the tax
reimbursment.

Ranking. The Interim Preferred Stock and the Exchange Preferred Stock will
rank on a parity and both will rank, with respect to the dividend rights and
rights on liquidation, winding up and dissolution, senior to all classes of
Common Stock of ATS and each other class of capital stock or series of
Preferred Stock. While any shares of Senior Preferred Stock are outstanding,
ATS may not issue, authorize or increase the authorized amount of, or issue,
authorize or increase the authorized amount of any obligation or security
convertible into or evidencing a right to purchase, any class or series of
Preferred Stock ranking on a parity with the Senior Preferred Stock, without
the vote or consent of a majority of the holders of the outstanding shares of
Interim Preferred Stock and the Exchange Preferred Stock, voting as a single
class (with each share being entitled to the number of votes specified, if so
specified, for such securities) without regard to series. However, ATS may
create classes of Preferred Stock that expressly provides that such class
ranks junior to the Senior Preferred Stock as to dividend rights and rights on
liquidation, winding up and dissolution authorize or increase the authorized
amount

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of any Junior Security convertible into or evidencing a right to purchase
Junior Securities, increase the authorized number of shares of any Junior
Security or issue any Junior Securities without the consent of any holder of
any Senior Preferred Stock. See "--Voting Rights". The proceeds of any sale of
Junior Securities is required to be used to redeem any outstanding Senior
Preferred Stock.

Liquidation Rights. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of ATS, before any payment or
distribution of assets is made on any Junior Securities, including, without
limitation, Common Stock of ATS, the holders of Senior Preferred Stock shall
receive the liquidation preference per share of Senior Preferred Stock ($100
per share), plus, without duplication, an amount in cash equal to all
accumulated and unpaid dividends through the date of distribution. If, upon
such a voluntary or involuntary liquidation, dissolution or winding up of ATS,
the assets of ATS are insufficient to pay in full the amounts described above
as payable with respect to the Senior Preferred Stock, the holders of the
Senior Preferred Stock will share ratably in any such distribution of assets
of ATS first in proportion to their respective liquidation preferences until
such preferences are paid in full, and then in proportion to their respective
amounts of accumulated and unpaid dividends. After payment of any such
liquidation preference and accumulated and unpaid dividends, the shares of
Senior Preferred Stock will not be entitled to any further participation in
any distribution of assets by ATS.

Dividends. Holders of shares of the Interim Preferred Stock will be entitled
to receive, when, as and if declared by the Board out of funds of ATS legally
available for payment, cash dividends at an annual rate equal to the three-
month LIBOR plus the Applicable Spread (i.e., a margin, initially .%, that
will increase by .% at the end of the first 90 days following issuance and
each 45-day period thereafter until the Interim Maturity Date (i.e., one year
after issuance); provided, however, that the dividend rate on the Interim
Preferred Stock prior to the Interim Maturity Date shall not exceed .% per
annum. After the Interim Maturity Date, the Interim Preferred Stock will
accrue dividends, to the extent not exchanged for the Exchange Preferred
Stock, at a rate equal to the greater of (i) the rate payable on the Exchange
Preferred Stock and (ii) the rate payable on the Interim Preferred Stock on
the Interim Maturity Date plus 2% per annum. Holders of shares of the Exchange
Preferred Stock will be entitled to receive, when, as and if declared by the
Board out of funds of ATS legally available for payment, cash dividends at an
annual rate equal to the greater of (i) the Treasury Rate (direct obligations
of the United States maturing on the 11th anniversary of the date of
calculation of such rate on Closing Date) plus the Applicable Margin (i.e.,
.%) on the date of issue of the Interim Preferred Stock and (ii) the Treasury
Rate on the Interim Financing Date plus the Applicable Spread on such date;
provided, however, that the dividend rate on the Interim Preferred Stock shall
not exceed .% per annum. All dividends will be cumulative, whether or not
earned or declared, on a daily basis from the date to which dividends have
been paid (or deemed to have been paid). ATS may, at its option, prior to the
fifth anniversary of the Interim Maturity Date, pay dividends in cash or in
additional shares of the applicable class of Senior Preferred Stock which
will, in the case of the Interim Preferred Stock add to its liquidation
preference and, in the case of the Exchange Preferred Stock be in the form of
additional shares. See "--Voting Rights" below.

Optional Redemption. Shares of the Interim Preferred Stock are not subject
to any sinking fund or other similar provision and may be redeemed by ATS at
any time, in whole or in part, at the following redemption premium (the
"Interim Redemption Premium") per share (expressed as a percentage of the
liquidation preference thereof), plus accumulated and unpaid dividends, if
any, up to but excluding the date fixed for redemption: 1% plus an additional
1% for each 30-day period for which the Interim Preferred Stock shall have
been outstanding in excess of 90 days; provided, however, that the Interim
Redemption Premium shall not exceed 6%. Shares of the Exchange Preferred Stock
are not subject to any sinking fund or other similar provision and may not be
redeemed by ATS on or prior to the fifth anniversary of the Interim Maturity
Date. After such date, the Exchange Preferred Stock will be redeemable at the
option of ATS upon notice at any time, in whole or in part, at a redemption
premium equal to one-half the fixed dividend rate borne by the Exchange
Preferred Stock, declining ratably to zero on the date that is three years
prior to the final mandatory redemption date of the Exchange Preferred Stock.

Mandatory Redemption. In addition to mandatory redemption of the Interim
Preferred Stock on the Interim Maturity Date, the Interim Preferred Stock will
also be subject to mandatory redemption (subject to the

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legal availability of funds therefor and to compliance with the proposed loan
agreements) out of (i) 100% of the net proceeds of any debt financing of ATS
(other than pursuant to the loan agreements), (ii) 100% of the net cash
proceeds of equity securities issued by ATS and its Subsidiaries, (iii) 100%
of net proceeds from non-ordinary asset sales, and (iv) 100% of Excess Cash
Flow (subject to exceptions comparable to those in the Loan Agreement). The
Exchange Preferred Stock is not subject to any mandatory redemption, except as
described below under "Change of Control".

Voting Rights. Except as indicated below or as expressly required by
applicable law, the holders of the Senior Preferred Stock will have no voting
rights. The holders of Senior Preferred Stock, voting separately as a class,
will be entitled to elect two directors for successive one-year terms, upon
the occurrence of certain events, including, without limitation, failure to
pay dividends for six or more quarterly dividend periods, failure to make
required redemptions, and breaches of the financial covenants contained in the
Certificates of Designation. Such voting rights will continue until such time
as, in the case of a dividend default, all dividends in arrears on the Senior
Preferred Stock are paid in full in cash and, in all other cases, any failure,
breach or default giving rise to such voting rights is remedied or waived by
the holders of at least a majority of the shares of Senior Preferred Stock
then outstanding. The vote or consent of the holders of a majority of the
outstanding aggregate liquidation preference of the Senior Preferred Stock,
voting as a single class without regard to series, will be required (i) to
issue, authorize or increase the authorized amount of any obligation or
security convertible into or evidencing a right to purchase, any class or
series of Preferred Stock other than Junior Securities, and (ii) to approve
any merger or consolidation if, at the time, the holders of the Senior
Preferred Stock are entitled to exercise their right to elect two directors
and (iii) for any change to the Certificates of Designation, except that
unanimous consent of all affected holders will be required with respect to (a)
changes in the liquidation preference or dividend rate and (b) extensions of
the Interim Financing Maturity Date. Under Delaware law, holders of the Senior
Preferred Stock will be entitled to vote as a class upon a proposed amendment
to the Restated Certificate, whether or not entitled to vote thereon by the
Restated Certificate, if the amendment would increase or decrease the
aggregate number of authorized shares of such class, increase or decrease the
par value of the shares of such class, or alter or change the powers,
preferences or special rights of the shares of such class so as to affect them
adversely.

Change of Control. The Certificates of Designation will provide that ATS
will commence an Offer to Purchase all of the outstanding shares of Senior
Preferred Stock within fifteen (15) days after the occurrence of a Change of
Control. In the event that ATS makes an Offer to Purchase the Exchange
Preferred Stock, ATS intends to comply with applicable securities laws and
regulations.

Certain Covenants. The Certificates of Designation contain extensive
covenants, comparable in scope to those set forth in the Loan Agreement and to
be set forth in the proposed loan agreements, with respect to, among other
things, limitation on the incurrence of Indebtedness (none other than pursuant
to the proposed loan agreements) and issuance of Preferred Stock, limitation
on Restricted Payments, limitation on Restricted Subsidiary Equity Interests,
limitations on asset dispositions, limitations on mergers and consolidations,
prohibitions on sale-leaseback transactions, limitations on transactions with
Affiliates, limitations on dividend and other payment restrictions affecting
subsidiaries, and limitations on permitted businesses.

Exchange Provisions. ATS may, at its option, subject to certain conditions,
exchange the Senior Preferred Stock, in whole but not in part, for debentures
(the "Exchange Debentures"); provided, however, that (i) on the date of such
exchange there are no accumulated and unpaid dividends on the Senior Preferred
Stock (including the dividend payable on such date) or other contractual
impediment to such exchange; (ii) there shall be funds legally available
sufficient therefor; and (iii) immediately after giving effect to such
exchange, no Default or Event of Default (each as defined in the Exchange
Indenture) would exist under the Exchange Indenture and no default or event of
default would exist under the then existing loan agreements or any other
Indebtedness of ATS. Upon any exchange pursuant to the preceding paragraph,
holders of outstanding shares of Senior Preferred Stock will be entitled to
receive, subject to the second succeeding sentence, $1.00 principal amount of
Exchange Debentures for each $1.00 liquidation preference of Senior Preferred
Stock held by them. The Exchange Debentures will contain provisions
substantially similar to those set forth in the Certificates of Designation.

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COMMON STOCK

Dividends. Holders of record of shares of Common Stock on the record date
fixed by the ATS Board are entitled to receive such dividends as may be
declared by the ATS Board out of funds legally available for such purpose. No
dividends may be declared or paid in cash or property on any share of any
class of Common Stock, however, unless simultaneously the same dividend is
declared or paid on each share of the other classes of Common Stock, except
that in the event of any such dividend in which shares of stock of any company
(including American Tower Systems or any of its Subsidiaries) are distributed,
such shares may differ as to voting rights to the extent that voting rights
now differ among the different classes of Common Stock. In the case of any
dividend payable in shares of Common Stock, holders of each class of Common
Stock are entitled to receive the same percentage dividend (payable in shares
of that class) as the holders of each other class.

Voting Rights. Except as otherwise required by law and in the election of
directors, holders of shares of Class A Common Stock and Class B Common Stock
have the exclusive voting rights and will vote as a single class on all
matters submitted to a vote of the stockholders, with each share of Class A
Common Stock entitled to one vote and each share of Class B Common Stock
entitled to ten votes. The holders of the Class A Common Stock, voting as a
separate class, have the right to elect two independent directors. The Class C
Common Stock is nonvoting except as otherwise required by Delaware law.

Under Delaware law, the affirmative vote of the holders of a majority of the
outstanding shares of any class of common stock is required to approve, among
other things, a change in the designations, preferences and limitations of the
shares of such class of common stock. Under the ATS Restated Certificate, the
affirmative vote of the holders of not less than 66 2/3% of the Class A Common
Stock and Class B Common Stock, voting as a single class, is required in order
to amend most of the provisions of the ATS Restated Certificate, including
those relating to the provisions of the various classes of Common Stock,
indemnification of directors, exoneration of directors for certain acts, and
such super-majority provision.

Conversion Provisions. Shares of Class B Common Stock and, except as
hereinafter noted, Class C Common Stock are convertible, at any time at the
option of the holder, on a share for share basis into shares of Class A Common
Stock. The present owner of Class C Common Stock can convert such stock only
in the event of a Conversion Event (as defined in the ATS Restated
Certificate) or with the consent of the ATS Board. Shares of Class B Common
Stock automatically convert into shares of Class A Common Stock upon any sale,
transfer, assignment or other disposition other than to Permitted Transferees
(as defined in the ATS Restated Certificate) which term presently includes
certain family members, trusts and other family entities and charitable
organizations and upon pledges but not to the pledgee upon foreclosure.

ATC Merger Amendments. It is a condition of consummation of the ATC Merger
Agreement that the ATS Restated Certificate be amended to (i) limit the
aggregate voting power of Steven B. Dodge (and his Controlled Entities as to
be defined therein) to 49.99% of the aggregate voting power of all shares of
capital stock entitled to vote generally from the election of directors (less
the voting power represented by the shares of Class B Common Stock acquired by
the Stoner Purchasers (as to be defined therein) pursuant to the Stock
Purchase Agreement and owned by them or any of their Controlled Entities on
Family Members at such time), (ii) prohibit future issuances of Class B Common
Stock (except upon exercise of then outstanding options and pursuant to stock
dividends or stock splits), (iii) limit transfers of Class B Common Stock to a
more narrow group than is provided in the ATS Restated Certificate, (iv)
provide for automatic conversion of the Class B Common Stock to Class A Common
Stock at such time as the aggregate voting power of Mr. Dodge (and his
Controlled Entities) falls below either (x) 50% of their initial aggregate
voting power (immediately after consummation of the ATC Merger) or (y) 20% of
the aggregate voting power of all shares of Common Stock at the time
outstanding, and (v) require consent of the holders of a majority of Class A
Common Stock for amendments adversely affecting the Class A Common Stock.

Liquidation Rights. Upon liquidation, dissolution or winding-up of ATS, the
holders of each class of Common Stock are entitled to share ratably (based on
the number of shares held) in all assets available for

73
<PAGE>

distribution after payment in full of creditors and payment in full to any
holders of the Preferred Stock then outstanding of any amount required to be
paid under the terms of the Preferred Stock.

Other Provisions. The holders of Common Stock are not entitled to preemptive
or subscription rights. The shares of Common Stock presently outstanding are
validly issued, fully paid and nonassessable. In any merger, consolidation or
business combination, the consideration to be received per share by holders of
each class of Common Stock must be identical to that received by holders of
the other class of Common Stock, except that in any such transaction in which
shares of Common Stock (or any other company) are distributed, such shares may
differ as to voting rights to the extent that voting rights now differ among
the different classes of Common Stock. No class of Common Stock may be
subdivided, consolidated, reclassified or otherwise changed unless,
concurrently, the other classes of Common Stock are subdivided, consolidated,
reclassified or otherwise changed in the same proportion and in the same
manner.

DIVIDEND RESTRICTIONS

ATSI is prohibited under the terms of the Loan Agreement from paying cash
dividends or making other distributions on, or redemptions, purchases or other
acquisitions of, its capital stock (including Preferred Stock) except that,
beginning on April 15, 2000 (proposed to be changed to 2002 in the loan
agreements currently being negotiated) ATSI may pay cash dividends if (a) no
Default exists or would be created thereby under the Loan Agreement, and (b)
the ratio of Total Debt to Annualized Operating Cash Flow is less than 4.0
after giving effect to certain payments required under the Loan Agreement out
of the proceeds of any equity offering, and (c) then only to the extent that
Restricted Payments do not exceed (i)(x) 50% of Excess Cash Flow for the
preceding calendar year minus (y) any portion thereof used to invest in
Unrestricted Subsidiaries, or (ii) (x) 50% of the net proceeds of any equity
offering minus (y) any portion thereof used to invest in Unrestricted
Subsidiaries (as each such term is defined in the Loan Agreement). Comparable
restrictions are imposed on the ability of ATSLP to make distributions to its
partners. Since American Tower Systems has no other assets other than its
ownership of all of the capital stock of the Operating Subsidiary, its ability
to pay dividends to its stockholders in the foreseeable future is restricted.
The New Credit Facilities will also restrict cash dividends and other
distributions on and redemptions, purchases or other acquisitions of, of ATSI
and ATSLP and will prohibit any such dividends, distributions, redemptions,
purchases and other acquisitions by ATS, except for redemption of the Interim
Preferred Stock out of the proceeds of the proposed public offering of Class A
Common Stock.

DELAWARE BUSINESS COMBINATION PROVISIONS

Under the DGCL, certain "business combinations" (including the issuance of
equity securities) between a Delaware corporation and any person who owns,
directly or indirectly, 15% or more of the voting power of the corporation's
shares of capital stock (an "Interested Stockholder") must be approved by the
holders of at least 66 2/3% of the voting stock not owned by the Interested
Stockholder if it occurs within three years of the date such person became an
Interested Stockholder unless prior to such date the ATS Board approved either
the business combination or the transaction which resulted in the stockholder
becoming an Interested Stockholder. The CBS Merger and the Stock Purchase
Agreement were approved by the ATS Board.

LISTING OF CLASS A COMMON STOCK

Immediately following the consummation of the CBS Merger, the Class A Common
Stock began trading on the NYSE under the symbol "AMT".

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is Harris Trust and
Savings Bank, 311 West Monroe Street, Chicago, Illinois 60606 (telephone
number (312) 461-4600).

74
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

GENERAL

Assuming consummation of the ATS Pro Forma Transactions (but not the other
Recent Transactions) there will be an aggregate of approximately 77.5 million
shares of Common Stock outstanding. All of such shares, other than the
5,333,333 shares issued in connection with the Gearon Transaction, the 8.0
million shares issued pursuant to the Stock Purchase Agreement, and shares
issuable pursuant to pending acquisitions (other than the ATC Merger), will be
freely transferable without restriction or future registration under the
Securities Act, unless held by an "affiliate" (as that term is defined under
the Securities Act) of ATS. Persons who may be deemed to be affiliates of ATS
generally include individuals or entities that directly, or indirectly through
one or more intermediaries, control, are controlled by, or are under common
control with, ATS. Persons who are affiliates of ATS will be permitted to sell
their Common Stock received pursuant to the CBS Merger only pursuant to an
effective registration statement under the Securities Act or pursuant to an
exemption from registration under the Securities Act, such as the exemption
afforded by Rule 144 thereunder.

In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated) who has beneficially owned restricted shares of
Common Stock for at least one year is entitled to sell, within any three-month
period, a number of such shares which does not exceed the greater of 1% of the
then outstanding shares of Class A Common Stock (approximately 653,000 shares
assuming consummation of the ATC Merger; approximately 363,000 shares if such
merger is not consummated) or the average weekly public trading volume of the
Class A Common Stock during the four calendar weeks preceding the date on
which notice of the sale is filed with the Commission. Sales under Rule 144
are also subject to certain manner of sale provisions, notice requirements and
the availability of current public information about ATS. Any person (or
persons whose shares are aggregated) who has not been an affiliate of ATS at
any time during the past three months preceding a sale and who has owned
shares of Common Stock for at least two years is entitled to sell such shares
under Rule 144(k) without regard to the volume limitations, manner of sale
provisions, public information or notice requirements of Rule 144. Affiliates
of ATS who hold registered shares (which includes those transferred or to be
issued pursuant to the CBS Merger and the ATC Merger, respectively) may sell
under Rule 144 without regard to the one-year holding period. In February
1997, the Commission solicited comments regarding certain proposed amendments
to Rule 144, including reducing the aforementioned one-year and two-year
holding periods.

Options to purchase an aggregate of approximately 10.3 million shares of
Common Stock will be outstanding immediately following the consummation of the
ATS Pro Forma Transactions. Shares of Common Stock issued upon exercise of
such options are registered on Form S-8 under the Securities Act and,
therefore, freely transferable under the securities laws. American Tower
Systems has entered into agreements to register shares of Common Stock under
the Securities Act issued pursuant to the Stock Purchase Agreement, the ATC
Merger, the Gearon Transaction, certain other pending acquisitions and shares
held by certain affiliates of ATS.

American Tower Systems cannot make any predictions as to the effect, if any,
sales of shares of Common Stock, or the availability of shares for future
sale, will have on the market price of the Class A Common Stock prevailing
from time to time.

75
<PAGE>

VALIDITY OF THE SHARES

The validity of the shares of Class A Common Stock offered hereby will be
passed upon for American Tower Systems by Sullivan & Worcester LLP, Boston,
Massachusetts. Norman A. Bikales, a member of the firm of Sullivan & Worcester
LLP, is the owner of 9,000 shares of Class A Common Stock and 41,490 shares of
Class B Common Stock and has an option to purchase 20,000 shares of Class A
Common Stock at $10.00 per share. Mr. Bikales and/or associates of that firm
serve as secretary or assistant secretaries of ATS and certain of its
subsidiaries.

EXPERTS

The following financial statements included in this Prospectus have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
reports, which are included herein, and have been so included herein in
reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing:

(1) The consolidated financial statements of American Tower Systems
Corporation as of December 31, 1997 and 1996, for the years ended December
31, 1997 and 1996, and for the period July 17, 1995 (Incorporation) to
December 31, 1995;

(2) The financial statements of Diablo Communications, Inc. as of
December 31, 1995 and 1996 and for each of the two years then ended;

(3) The combined financial statements of Meridian Communications as of
December 31, 1995 and 1996 and for each of the two years then ended;

(4) The financial statements of Gearon & Co., Inc as of December 31, 1996
and 1997 and for each of the two years then ended; and

(5) The financial statements of OPM-USA-INC. as of December 31, 1996 and
1997 and for each of the two years then ended.

The combined financial statements of net assets of MicroNet, Inc. and
Affiliates sold to ATS as of December 31, 1996 and October 31, 1997, and for
the year then ended December 31, 1996, and the ten months ended October 31,
1997, have been audited by Pressman Ciocca Smith LLP, independent certified
public accountants, as stated in their report appearing in this Prospectus and
have been so included in reliance upon the report of such firm as experts in
accounting and auditing.

The financial statements of Diablo Communications of Southern California,
Inc. for the years ended December 31, 1995 and 1996 and for the year ended
December 31, 1996 and for the period September 1, 1995 (inception) to December
31, 1995 have been audited by Rooney, Ida, Nolt & Ahern, independent auditors,
as stated in their report appearing in this Prospectus and have been so
included in reliance upon the report of such firm as experts.

The financial statements of Tucson Communications Company at December 31,
1997 and 1996 and for the years then ended, appearing in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon appearing elsewhere herein and
are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

The consolidated financial statements of American Tower Corporation and
subsidiaries as of December 31, 1997 and 1996, and for each of the years in
the three year period ended December 31, 1997, have been included in this
Prospectus in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants appearing herein, and upon the authority of such
firm as experts in accounting and auditing.

76
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES
Independent Auditors' Report............................................ F-3
Consolidated Balance Sheets as of December 31, 1996 and 1997............ F-4
Consolidated Statements of Operations for the period from July 17, 1995
("Incorporation") to December 31, 1995 and the years ended December 31,
1996 and 1997.......................................................... F-5
Consolidated Statements of Stockholder's Equity for the period from July
17, 1995 ("Incorporation") to December 31, 1995 and the years ended
December 31, 1996 and 1997............................................. F-6
Consolidated Statements of Cash Flows for the period from July 17, 1995
("Incorporation") to December 31, 1995 and the years ended December 31,
1996 and 1997.......................................................... F-7
Notes to Consolidated Financial Statements.............................. F-8
MICRONET, INC. AND AFFILIATES
Report of Independent Certified Public Accountants...................... F-23
Combined Statements of Net Assets Sold as of December 31, 1996 and
October 31, 1997....................................................... F-24
Combined Statements of Income Derived From Net Assets Sold for the year
ended December 31, 1996 and ten months ended October 31, 1997.......... F-25
Combined Statements of Cash Flows Derived from Net Assets Sold for the
year ended December 31, 1996 and ten months ended October 31, 1997..... F-26
Notes to Combined Financial Statements.................................. F-27
DIABLO COMMUNICATIONS, INC.
Independent Auditors' Report............................................ F-33
Balance Sheets as of December 31, 1995 and 1996 and September 30, 1997
(unaudited)............................................................ F-34
Statements of Income for the years ended December 31, 1995 and 1996 and
nine months ended September 30, 1996 and 1997 (unaudited).............. F-35
Statements of Stockholders' Equity for the years ended December 31, 1995
and 1996 and nine months ended September 30, 1996 and 1997
(unaudited)............................................................ F-36
Statements of Cash Flows for years ended December 31, 1995 and 1996 and
nine months ended September 30, 1996 and 1997 (unaudited).............. F-37
Notes to Financial Statements........................................... F-38
DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.
Independent Auditors' Report............................................ F-42
Balance Sheets as of December 31, 1995 and 1996 and September 30, 1997
(unaudited)............................................................ F-43
Statements of Operations for the period from September 1, 1995
(inception) to December 31, 1995, year ended December 31, 1996, and
nine months ended September 30, 1996 and 1997 (unaudited).............. F-44
Statements of Stockholders' Equity for the period from September 1, 1995
(inception) to December 31, 1995, year ended December 31, 1996 and nine
months ended September 30, 1997 (unaudited)............................ F-45
Statements of Cash Flows for the period from September 1, 1995
(inception) to December 31, 1995, year ended December 31, 1996 and nine
months ended September 30, 1996 and 1997 (unaudited)................... F-46
Notes to Financial Statements........................................... F-47
MERIDIAN COMMUNICATIONS
Independent Auditors' Report............................................ F-52
Combined Balance Sheets as of December 31, 1995 and 1996 and June 30,
1997 (unaudited)........................................................ F-53
Combined Statements of Income for the years ended December 31, 1995 and
1996 and six months ended June 30, 1996 and 1997 (unaudited).......... F-54
</TABLE>

F-1
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Combined Statements of Partners' Capital and Stockholder's Equity for
the years ended December 31, 1995 and 1996 and six months ended June
30, 1997 (unaudited).................................................. F-55
Combined Statements of Cash Flows for years ended December 31, 1995 and
1996 and six months ended June 30, 1996 and 1997 (unaudited).......... F-56
Notes to Combined Financial Statements.................................. F-57
TUCSON COMMUNICATIONS COMPANY
Report of Independent Auditors.......................................... F-62
Balance Sheets as of December 31, 1996 and 1997......................... F-63
Statements of Income for the years ended December 31, 1996 and 1997 .... F-64
Statements of Partners' Deficit for the years ended December 31, 1996
and 1997 ............................................................... F-65
Statements of Cash Flows for the years ended December 31, 1996 and
1997.................................................................. F-66
Notes to Financial Statements........................................... F-67
GEARON & CO., INC.
Independent Auditors' Report............................................ F-70
Balance Sheets as of December 31, 1996 and 1997......................... F-71
Statements of Operations for the years ended December 31, 1996 and
1997.................................................................... F-72
Statements of Changes in Stockholders' Equity for the years ended Decem-
ber 31, 1996 and 1997................................................... F-73
Statements of Cash Flows for the years ended December 31, 1996 and
1997.................................................................... F-74
Notes to Financial Statements........................................... F-75
AMERICAN TOWER CORPORATION AND SUBSIDIARIES
Independent Auditors' Report............................................ F-79
Consolidated Balance Sheets as of December 31, 1996 and 1997............ F-80
Consolidated Statements of Operations for the years ended December 31,
1995, 1996 and 1997................................................... F-81
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1995, 1996 and 1997...................................... F-82
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1996 and 1997................................................... F-83
Notes to Consolidated Financial Statements.............................. F-84
OPM-USA-INC.
Independent Auditors' Report............................................ F-94
Balance Sheets as of December 31, 1996 and 1997......................... F-95
Statements of Operations for the years ended December 31, 1996 and
1997................................................................... F-96
Statements of Stockholders' Equity (Deficiency) for the years ended De-
cember 31, 1996 and 1997............................................... F-97
Statements of Cash Flows for the years ended December 31, 1996 and
1997................................................................... F-98
Notes to Financial Statements........................................... F-99
</TABLE>

F-2
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors ofAmerican Tower Systems Corporation:

We have audited the accompanying consolidated balance sheets of American
Tower Systems Corporation and subsidiaries (the "Company"), a wholly owned
subsidiary of American Radio Systems Corporation, as of December 31, 1997 and
1996 and the related consolidated statements of operations, stockholder's
equity and cash flows for the years ended December 31, 1997 and 1996 and the
period from July 17, 1995 (Incorporation) to December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the consolidated financial position of the companies as
of December 31, 1997 and 1996, and the results of their operations and their
cash flows for the years ended December 31, 1997 and 1996 and the period from
Incorporation to December 31, 1995 in conformity with generally accepted
accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Boston, Massachusetts

March 6, 1998 (except for
the sixth paragraph of Note
1 and the second paragraph
of Note 4, as to which the
dates are March 27, 1998)

F-3
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1997 AND DECEMBER 31, 1996

<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents......................... $ 4,595,500 $ 2,373,360
Accounts receivable, net of allowance for doubtful
accounts of $125,000 and $47,000 in 1997 and
1996, respectively .............................. 3,238,877 236,990
Prepaid and other current assets.................. 789,677 79,657
Deferred income taxes............................. 62,560
------------ -----------
Total current assets............................ 8,686,614 2,690,007
------------ -----------
PROPERTY AND EQUIPMENT, net......................... 117,617,776 19,709,523
UNALLOCATED PURCHASE PRICE, net..................... 108,192,255 12,954,959
OTHER INTANGIBLE ASSETS, net........................ 8,424,406 1,336,361
INVESTMENT IN AFFILIATE............................. 310,305 325,000
NOTES RECEIVABLE.................................... 10,700,000
DEPOSITS AND OTHER LONG-TERM ASSETS................. 1,424,540 101,803
------------ -----------
TOTAL............................................... $255,355,896 $37,117,653
============ ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt................. $ 110,391 $ 117,362
Accounts payable.................................. 3,738,230 1,058,822
Accrued expenses.................................. 4,492,064 715,322
Accrued interest.................................. 913,624
Unearned income................................... 1,752,248 252,789
------------ -----------
Total current liabilities....................... 11,006,557 2,144,295
------------ -----------
LONG-TERM DEBT...................................... 90,066,269 4,417,896
DEFERRED INCOME TAXES............................... 417,628 279,218
OTHER LONG-TERM LIABILITIES......................... 32,750 18,950
------------ -----------
Total long-term liabilities..................... 90,516,647 4,716,064
------------ -----------
MINORITY INTEREST IN SUBSIDIARIES................... 625,652 528,928
------------ -----------
COMMITMENTS AND CONTINGENCIES (Note 5)
STOCKHOLDER'S EQUITY:
Preferred Stock; $0.01 par value; 20,000,000
shares authorized; no shares issued or outstand-
ing..............................................
Common Stock; $.01 par value; 10,000,000 shares
authorized, 3,000 shares issued and outstanding
in 1996.......................................... 30
Class A Common Stock; $.01 par value; 200,000,000
shares authorized; 29,667,883 shares issued and
outstanding...................................... 296,679
Class B Common Stock; $.01 par value; 50,000,000
shares authorized; 4,670,626 shares issued and
outstanding...................................... 46,706
Class C Common Stock; $.01 par value; 10,000,000
shares authorized; 1,295,518 shares issued and
outstanding...................................... 12,955
Additional paid-in capital........................ 155,710,741 30,318,420
Accumulated deficit............................... (2,860,041) (590,084)
------------ -----------
Total stockholder's equity...................... 153,207,040 29,728,366
------------ -----------
TOTAL............................................... $255,355,896 $37,117,653
============ ===========
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND PERIOD FROM JULY 17, 1995
(INCORPORATION) TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
-----------------------------------
1997 1996 1995
----------- ---------- ----------
<S> <C> <C> <C>
REVENUES:
Tower (includes revenue from related
parties of $389,000 and $70,000 in 1997
and 1996, respectively)................ $13,025,257 $2,816,633 $ 162,933
Site acquisition services............... 2,122,547
Video, voice and data transmission...... 2,083,756
Other................................... 276,907 80,245 186
----------- ---------- ----------
Total operating revenues.............. 17,508,467 2,896,878 163,119
----------- ---------- ----------
OPERATING EXPENSES:
Operating expenses excluding
depreciation and amortization and
corporate general and administrative
expenses:
Tower.................................. 6,080,273 1,362,284 59,417
Site acquisition service............... 1,360,217
Video, voice and data transmission..... 1,272,682
Depreciation and amortization........... 6,326,323 989,936 57,428
Corporate general and administrative ex-
pense.................................. 1,536,263 830,248 230,109
----------- ---------- ----------
Total operating expenses.............. 16,575,758 3,182,468 346,954
----------- ---------- ----------
INCOME (LOSS) FROM OPERATIONS............. 932,709 (285,590) (183,835)
----------- ---------- ----------
OTHER INCOME (EXPENSE):
Interest expense........................ (3,039,235)
Interest income and other, net.......... 235,023 36,204
Minority interest in net earnings of
subsidiaries........................... (177,313) (184,897)
----------- ---------- ----------
TOTAL OTHER EXPENSE....................... (2,981,525) (148,693)
----------- ---------- ----------
LOSS BEFORE BENEFIT (PROVISION) FOR INCOME
TAXES AND EXTRAORDINARY LOSS ............ (2,048,816) (434,283) (183,835)
BENEFIT (PROVISION) FOR INCOME TAXES...... 472,671 (45,390) 73,424
----------- ---------- ----------
LOSS BEFORE EXTRAORDINARY LOSS............ (1,576,145) (479,673) (110,411)
EXTRAORDINARY LOSS ON EXTINGUISHMENT OF
DEBT, NET OF INCOME TAX BENEFIT OF
$462,500................................. (693,812)
----------- ---------- ----------
NET LOSS.................................. $(2,269,957) $ (479,673) $ (110,411)
=========== ========== ==========
BASIC AND DILUTED PRO FORMA PER COMMON
SHARE AMOUNTS:
Loss before extraordinary loss.......... $ (0.03)
Extraordinary loss...................... (0.01)
-----------
Net loss................................ $ (0.05)
===========
PRO FORMA WEIGHTED AVERAGE NUMBER OF COM-
MON SHARES OUTSTANDING................... 48,691,790
===========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND PERIOD FROM JULY 17, 1995
(INCORPORATION) TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
------------------ -------------------- -------------------- --------------------
CLASS A CLASS B CLASS C
-------------------- -------------------- -------------------- ADDITIONAL
OUTSTANDING OUTSTANDING OUTSTANDING OUTSTANDING PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
----------- ------ ----------- -------- ----------- -------- ----------- -------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Issuance of
common stock to
parent.......... 10
Contributions
from parent:
Cash............ $ 242,215
Non-cash........ 3,816,445
Cash transfers to
parent.......... (179,426)
Net loss......... $ (110,411)
------ ------------ -----------
BALANCE, DECEMBER
31, 1995........ 10 3,879,234 (110,411)
Issuance of
common stock to
parent.......... 2,990 $30 (30)
Contributions
from parent:
Cash............ 2,548,557
Non-cash........ 29,856,885
Transfers to par-
ent:
Cash............ (4,866,226)
Non-cash........ (1,100,000)
Net loss......... (479,673)
------ --- ------------ -----------
BALANCE, DECEMBER
31, 1996........ 3,000 30 30,318,420 (590,084)
Contributions
from parent:
Cash............ 143,073,631
Non-cash........ 50,000
Transfers to par-
ent:
Cash............ (16,650,000)
Non-cash........ (725,000)
Recapitalization
(Note 8)........ (3,000) (30) 29,667,883 $296,679 4,670,626 $ 46,706 1,295,518 $ 12,955 (356,310)
Net loss......... (2,269,957)
------ --- ---------- -------- --------- -------- --------- -------- ------------ -----------
BALANCE, DECEMBER
31, 1997........ -- $-- 29,667,883 $296,679 4,670,626 $ 46,706 1,295,518 $ 12,955 $155,710,741 $(2,860,041)
====== === ========== ======== ========= ======== ========= ======== ============ ===========
<CAPTION>
TOTAL
-------------
<S> <C>
Issuance of
common stock to
parent..........
Contributions
from parent:
Cash............ $ 242,215
Non-cash........ 3,816,445
Cash transfers to
parent.......... (179,426)
Net loss......... (110,411)
-------------
BALANCE, DECEMBER
31, 1995........ 3,768,823
Issuance of
common stock to
parent..........
Contributions
from parent:
Cash............ 2,548,557
Non-cash........ 29,856,885
Transfers to par-
ent:
Cash............ (4,866,226)
Non-cash........ (1,100,000)
Net loss......... (479,673)
-------------
BALANCE, DECEMBER
31, 1996........ 29,728,366
Contributions
from parent:
Cash............ 143,073,631
Non-cash........ 50,000
Transfers to par-
ent:
Cash............ (16,650,000)
Non-cash........ (725,000)
Recapitalization
(Note 8)........
Net loss......... (2,269,957)
-------------
BALANCE, DECEMBER
31, 1997........ $153,207,040
=============
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND PERIOD FROM JULY 17, 1995
(INCORPORATION) TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
---------------------------------------
1997 1996 1995
------------- ------------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................. $ (2,269,957) $ (479,673) $(110,411)
Adjustments to reconcile net loss to
cash provided by (used in) operating
activities:
Depreciation and amortization....... 6,326,323 989,936 57,428
Minority interest in net earnings of
subsidiary......................... 177,313 184,897
Amortization of deferred financing
costs.............................. 187,910
Provision for losses on accounts
receivable......................... 124,350 47,044
Extraordinary loss, net............. 693,812
Deferred income taxes............... 146,529 108,715
Changes in assets and liabilities,
net of acquisitions:
Accounts receivable............... (3,155,831) (246,867) (37,167)
Prepaid and other current assets.. 158,897 (226,814) (54,499)
Accounts payable and accrued
expenses......................... 5,096,378 1,580,284 93,860
Accrued interest.................. 913,624
Unearned income................... 1,499,459 252,789
Other long-term liabilities....... 13,800 18,950
------------- ------------- ---------
Cash provided by (used in) operating
activities........................... 9,912,607 2,229,261 (50,789)
------------- ------------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property
and equipment and construction..... (20,614,412)
Payments for tower related
acquisitions....................... (184,075,851)
Advances of notes receivable........ (10,961,416)
Deposits and other long-term
assets............................. (1,131,247)
-------------
Cash used for investing activities.. (216,782,926)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under credit facility.... 151,000,000 2,500,000
Repayment of credit facility........ (65,000,000)
Borrowings under other notes
payable............................ 231,115
Repayments of other notes payable... (358,598) (106,697)
Contributions from parent........... 143,073,631 2,548,557 242,215
Cash transfers to parent............ (16,650,000) (4,866,226) (179,426)
Distributions to minority interest.. (419,160) (174,650)
Additions to deferred financing
costs.............................. (2,553,414)
------------- ------------- ---------
Cash provided by financing
activities........................... 209,092,459 132,099 62,789
------------- ------------- ---------
NET INCREASE IN CASH AND CASH
EQUIVALENTS.......................... 2,222,140 2,361,360 12,000
CASH AND CASH EQUIVALENTS, BEGINNING
OF PERIOD............................ 2,373,360 12,000
------------- ------------- ---------
CASH AND CASH EQUIVALENTS, END OF
PERIOD............................... 4,595,500 $ 2,373,360 $ 12,000
============= ============= =========
</TABLE>

See notes to consolidated financial statements.

F-7
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Corporate Structure--American Tower Systems Corporation and
subsidiaries (collectively, ATS or the Company) is a wholly-owned subsidiary
of American Radio Systems Corporation (ARS or the Parent). American Tower
Systems (Delaware), Inc. (ATSI) is a wholly-owned subsidiary of the Company
which holds substantially all the operating assets and liabilities of the
business.

The Company was incorporated on July 17, 1995 (Incorporation) for the
purpose of acquiring, developing, marketing, managing and operating wireless
communications tower sites throughout the United States, for use by wireless
communications providers and television and radio broadcasters.

In January 1998, ATS completed a corporate restructuring pursuant to which
ATS and ATSI contributed their assets and liabilities to a newly formed
operating subsidiary, American Tower Systems, L.P., (ATSLP). In connection
therewith, ATSI and ATSLP became co-borrowers under the Loan Agreement
described in Note 4. The tax sharing agreement between ARS and ATS described
in Note 7 was terminated in connection with the corporate restructuring.

ATS's primary business is the leasing of antennae sites on multi-tenant
towers for a diverse range of wireless communications industries, including
personal communications services (PCS), cellular, paging, specialized mobile
radio, enhanced specialized mobile radio (ESMR) and fixed microwave, as well
as radio and television broadcasters. ATS also offers its customers a broad
range of network development services, including network design, site
acquisition, zoning and other regulatory approvals, site construction and
antennae installation. ATS intends to expand these services and to capitalize
on its relationships with its wireless customers through major built to suit
construction projects. ATS is also engaged in the video, voice and data
transmission business, which it currently conducts in the New York City to
Washington, D.C. corridor and in Texas.

As of December 31, 1997, the Company owned and/or operated approximately 670
wireless communication sites, principally in the Northeast and Mid-Atlantic
regions, Florida and California.

In September 1997, ARS entered into a merger agreement (as amended and
restated in December 1997, the CBS Merger Agreement) with a subsidiary of CBS
Corporation (CBS), pursuant to which a subsidiary of CBS will merge with and
into ARS and ARS will become a subsidiary of CBS (the CBS Merger). Following
consummation of the CBS Merger, ATS will operate as an independent, publicly
owned corporation (the Tower Separation). Each holder of record, at the
effective time of the CBS Merger, of shares of ARS common stock will receive:
(i) $44.00 per share in cash; and (ii) one share of ATS common stock of the
same class as the class of ARS Common Stock to be surrendered. ARS and ATS
will enter into certain agreements pursuant to the CBS Merger Agreement
providing for, among other things, the orderly separation of ARS and ATS, the
transfer of lease obligations to ATS of leased space on certain towers owned
or leased by ARS to ATS, and the allocation of certain tax liabilities between
ARS and ATS. ATS is obligated to reimburse ARS for the tax liabilities
attributable to the distribution of ATS common stock pursuant to the CBS
Merger and the earlier deconsolidation (for federal and state income tax
purposes) of ATS from ARS (the CBS Merger Tax Liability). Based on an estimate
of "fair market value" using available information as of March 27, 1998 of
$16.00 per share of ATS common stock, the estimated CBS Merger Tax Liability
is approximately $173.0 million of which approximately $20.0 million will be
borne by ARS and the remaining obligation (of approximately $153.0 million)
will be paid by ATS. The estimated federal income tax liability will increase
or decrease by approximately $14.8 million for each $1.00 increase or decrease
in the "fair market value" per share of the ATS common stock. (See Note 12 for
recent developments). ATS expects to use the proceeds of an equity offering or
external financing to reimburse ARS for such tax liability if due in 1998 or
to use borrowings under the Loan Agreement if due in 1999; the timing of such
payment depends on when the CBS Merger is consummated. (See Note 5).

F-8
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In addition, following the CBS Merger, ATS will assume ARS' lease
obligations with respect to ARS' corporate headquarters in Boston,
Massachusetts and certain senior executives of ARS will become employees of
ATS. Future lease payments required under the lease agreements assumed
aggregate approximately $1.6 million through July 2006.

The CBS Merger has been approved by the stockholders of ARS who hold
sufficient voting power to approve such action. Consummation of the Merger is
subject to, among other things, the expiration or earlier termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, (HSR Act) and the approval by the Federal Communications
Commission (FCC) of the transfer of control of ARS' FCC licenses with respect
to its radio stations to CBS. Subject to the satisfaction of such conditions,
the CBS Merger is expected to be consummated in the Spring of 1998.

Principles of Consolidation and Basis of Presentation--The accompanying
consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated. Investments in affiliates, where ATS owns more than 20 percent of
the voting power of the affiliate but not in excess of 50 percent, are
accounted for using the equity method. Separate financial information
regarding equity method investees is not significant. The Company also
consolidates its 50.1% interest and its 70.0% interest in two other tower
communications limited liability companies, with the other members'
investments reflected as minority interest in subsidiaries in the accompanying
consolidated financial statements.

Through December 31, 1997, ATS effectively operated as a stand-alone entity,
with its own corporate staff and headquarters, and received minimal assistance
from personnel of the Parent. Accordingly, the accompanying consolidated
financial statements do not include any cost allocations from the Parent.
However, the consolidated financial statements may not reflect the results of
operations or financial position of ATS had it been an independent public
company during the periods presented.

Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results may differ from those estimates, and
such differences could be material to the consolidated financial statements.

Revenue Recognition--Tower revenues are recognized when earned. Escalation
clauses and other incentives present in tower lease agreements with the
Company's customers are recognized on a straight-line basis over the term of
the leases. Site acquisition and video voice and data transmission revenues
are recognized as such services are provided. Amounts billed or received prior
to services being performed are deferred until such time as the revenue is
earned.

Corporate General and Administrative Expense--Corporate general and
administrative expense consists of corporate overhead costs not specifically
allocable to any of the Company's individual business properties.

Concentration of Credit Risk--The Company extends credit to customers on an
unsecured basis in the normal course of business. The Company has policies
governing the extension of credit and collection of amounts due from
customers.

Derivative Financial Instruments--The Company uses derivative financial
instruments as a means of managing interest-rate risk associated with current
debt or anticipated debt transactions that have a high probability of being
executed. The Company's interest rate protection agreements generally consist
of interest rate swap agreements and interest rate cap agreements. These
instruments are matched with either fixed or variable rate debt, and payments
thereon are recorded on a settlement basis as an adjustment to interest
expense. Premiums paid to purchase interest rate cap agreements are amortized
as an adjustment of interest expense over the life of the contract. Derivative
financial instruments are not held for trading purposes. (See Note 4).

F-9
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Cash and Cash Equivalents--Cash and cash equivalents include cash on hand,
demand deposits and short-term investments with remaining maturities when
purchased of three months or less.

Property and Equipment and Unallocated Purchase Price--Property and
equipment are recorded at cost, or at estimated fair value in the case of
acquired properties. Cost includes expenditures for communications sites and
related assets and the net amount of interest cost associated with significant
capital additions. Approximately $458,000 and $120,000 of interest was
capitalized for the years ended December 31, 1997 and 1996, respectively.
Depreciation is provided using the straight-line method over estimated useful
lives ranging from three to fifteen years.

The excess of purchase price over the estimated fair value of net assets
acquired has been preliminarily recorded as unallocated purchase price and is
being amortized over an estimated aggregate useful life of fifteen years using
the straight-line method. Accumulated amortization aggregated approximately
$3,726,000 and $356,000 at December 31, 1997 and 1996, respectively. The
consolidated financial statements reflect the preliminary allocation of
certain purchase prices as the appraisals for some acquisitions have not yet
been finalized. The Company is currently conducting studies to determine the
purchase price allocations and expects that upon final allocation the average
estimated useful life will approximate fifteen years. The final allocation of
purchase price is not expected to have a material effect on the Company's
consolidated results of operations, liquidity or financial position.

Intangible Assets--Intangible assets are being amortized on a straight-line
basis over their estimated useful lives, ranging from five to eight years.
Other intangible assets consist principally of a noncompetition agreement,
deferred financing costs and deferred acquisition costs. Deferred private
placement fees and Tower Separation fees will be reclassified to additional
paid-in capital upon consummation of the related transactions. (See Note 3).

Notes Receivable--In connection with the acquisition of OPM-USA-INC. (OPM)
and the acquisition of Gearon & Co. Inc. (Gearon) described in Note 11, the
Company entered into certain note agreements prior to consummation of these
acquisitions. The Company agreed to advance OPM an amount not to exceed
$37.0 million, of which approximately $5.7 million (excluding accrued
interest) was advanced as of December 31, 1997. The note bore interest at
prime rate plus 3%, was unsecured and was settled upon closing of the OPM
acquisition.

The Company agreed to advance Gearon an amount not to exceed $10.0 million
prior to closing, of which approximately $5.0 million was advanced as of
December 31, 1997. The note bore interest at approximately 7.25%, was
unsecured and was paid upon closing of the Gearon acquisition.

Income Taxes--Deferred taxes are provided to reflect temporary differences
in basis between book and tax assets and liabilities, and net operating loss
carryforwards. Deferred tax assets and liabilities are measured using
currently enacted tax rates. Through December 31, 1997, ATS filed as part of a
consolidated filing group with ARS; there are no significant differences
between the tax provision or benefit recorded and the amounts measured on a
separate return basis. (See Note 7).

Pro Forma Loss Per Common Share--Pro forma loss per common share is computed
using the number of shares of common stock expected to be outstanding upon
consummation of the CBS Merger. These shares include shares issued pursuant to
the stock purchase agreement described in Note 8 and the Gearon acquisition
described in Note 11 and also includes shares of ATS common stock issuable
upon exercise of ARS options (each ARS option in effect represents the right
to receive $44 in cash and one ATS share; such exercise is expected to occur
upon closing). Shares issuable upon exercise of ATS and ATSI options have been
excluded from the computation as the effect is anti-dilutive. Had ATS and ATSI
options been included in the computation, shares for diluted computation would
have been increased by 5,268,255.

F-10
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Impairment of Long-Lived Assets--Recoverability of long-lived assets is
determined by periodically comparing the forecasted undiscounted net cash
flows of the operations to which the assets relate to the carrying amount,
including associated intangible assets of such operations. Through December
31, 1997, no impairments requiring adjustment have occurred.

Stock-Based Compensation--Compensation related to equity grants or awards to
employees is measured using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25. (See Note 8).

Fair Value of Financial Instruments--The Company believes that the carrying
value of all financial instruments, excluding the interest rate protection
agreements, is a reasonable estimate of fair value as of December 31, 1997 and
1996. The fair value of the interest rate protection agreements are obtained
from independent market quotes. These values represent the amount the Company
would receive or pay to terminate the agreements taking into consideration
current market interest rates. The Company would expect to pay approximately
$97,000 to settle these agreements at December 31, 1997. There were no
interest rate protection agreements at December 31, 1996. (See Note 4).

Retirement Plan--Employees of the Company are eligible for participation in
a 401(k) plan sponsored by ARS, subject to certain minimum age and length-of-
employment requirements. Administrative expenses of the plan are borne by ARS
and are not significant to ATS. Under the plan, the Company matches 30% of the
participants' contributions up to 5% of compensation. The Company contributed
approximately $16,800 and $6,000 for the years ended December 31, 1997 and
1996, respectively. The Company's contributions for the period from
Incorporation to December 31, 1995 were not material.

Recent Accounting Pronouncements--In June 1997, the FASB released FAS No.
130 "Reporting Comprehensive Income" (FAS 130), and FAS No. 131 "Disclosures
about Segments of an Enterprise and Related Information" (FAS 131). Those
pronouncements will be effective in 1998. FAS 130 establishes standards for
reporting comprehensive income items and will require the Company to provide a
separate statement of comprehensive income; reported financial statement
amounts will be affected by this adoption. FAS 131 establishes standards for
reporting information about the Company's operating segments in its annual
report and interim reports and will require the Company to adopt this standard
in 1998.

In February 1998, the FASB released FAS No. 132, "Employer's Disclosures
about Pensions and Other Postretirement Benefits" (FAS 132), which the Company
will be required to adopt in 1998. FAS 132 will require additional disclosure
concerning changes in the Company's pension obligations and assets and
eliminates certain other disclosures no longer considered useful. Adoption
will not have any effect on reported consolidated results of operations or
consolidated financial position.

Reclassifications--Certain reclassifications have been made to the 1995 and
1996 financial statements to conform with the 1997 presentation.

2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31:
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Land and improvements........................... $ 17,955,568 $ 4,081,011
Buildings and improvements...................... 17,731,874
Towers.......................................... 48,315,930 11,473,259
Technical equipment............................. 3,624,239 53,124
Transmitter equipment........................... 18,211,996 13,550
Office equipment, furniture, fixtures and other
equipment...................................... 4,076,212 317,025
Construction in progress........................ 10,641,639 4,276,410
------------ -----------
Total....................................... 120,557,458 20,214,379
Less accumulated depreciation and amortization.. (2,939,682) (504,856)
------------ -----------
Property and equipment, net..................... $117,617,776 $19,709,523
============ ===========
</TABLE>

F-11
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. OTHER INTANGIBLE ASSETS

Other intangible assets consisted of the following as of December 31:

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Non-compete agreement................................ $5,530,000
Deferred financing costs............................. 2,519,312 $1,255,474
Deferred acquisition costs........................... 438,238 93,965
Deferred private placement fees...................... 546,023
Other................................................ 100,923
---------- ----------
Total............................................. 9,134,496 1,349,439
Less accumulated amortization........................ (710,090) (13,078)
---------- ----------
Other intangible assets, net......................... $8,424,406 $1,336,361
========== ==========
</TABLE>

4. FINANCING ARRANGEMENTS

Outstanding amounts under the Company's long-term financing arrangements
consisted of the following as of December 31:
<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Loan Agreement...................................... $88,500,000 $2,500,000
Note payable--other................................. 1,466,854 1,557,701
Other obligations................................... 209,806 477,557
----------- ----------
Total............................................... 90,176,660 4,535,258
Less current portion................................ (110,391) (117,362)
----------- ----------
Long-term debt...................................... $90,066,269 $4,417,896
=========== ==========
</TABLE>

Loan Agreements--In October 1997, ATSI entered into a new loan agreement
with a syndicate of banks (the Loan Agreement), which replaced the previously
existing credit agreement. All amounts outstanding under the previous
agreement were repaid with proceeds from the Loan Agreement. The following
discussion, with the exception of the information regarding interest rates and
availability under the agreements, is based on the terms and conditions of the
Loan Agreement. Collectively, the previous loan agreement and the 1997 Loan
Agreement (as amended and restated on December 31, 1997 and March 27, 1998)
are referred to as the Loan Agreements.

The Loan Agreement provides ATSI with a $250.0 million loan commitment based
on ATSI maintaining certain operational ratios, and an additional $150.0
million loan at the discretion of ATSI. The Loan Agreement may be borrowed,
repaid and reborrowed without reducing the availability until June 2005 except
as specified in the Loan Agreement; thereafter, availability decreases in an
amount equal to 50% of excess cash flow, as defined in the Loan Agreement, for
the fiscal year immediately preceding the calculation date. In addition, the
Loan Agreement requires commitment reductions in the event of sale of ATSI's
common stock or debt instruments, and/or permitted asset sales, as defined in
the Loan Agreement.

Outstanding amounts under the Loan Agreements bear interest at either LIBOR
(5.90% as of December 31, 1997 and 5.78% as of December 31, 1996) plus 1.0% to
2.25% or Base Rate, as defined in the Loan Agreements, plus 0.00% to 1.00%.
The spread over LIBOR and the Base Rate varies from time to time, depending
upon ATSI's financial leverage. Under certain circumstances, ATSI may request
that rates be fixed or capped. For the years ended December 31, 1997 and 1996,
the weighted average interest rate of the Loan Agreements was 7.54% and 8.75%,
respectively.

There was $32.7 million and $67.5 million available under the Loan
Agreements at December 31, 1997 and 1996, respectively. ATSI pays quarterly
commitment fees ranging from .375% to .50%, based on ATSI's financial leverage
and the unused portion of the aggregated commitment. Commitment fees paid
related to the

F-12
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Loan Agreements aggregated approximately $416,000 and $24,000 for the years
ended December 31, 1997 and 1996, respectively.

The Loan Agreement contains certain financial and operational covenants and
other restrictions with which ATSI must comply, whether or not any borrowings
are outstanding, including among others, maintenance of certain financial
ratios, limitations on acquisitions, additional indebtedness and capital
expenditures, as well as restrictions on cash distributions unless certain
financial tests are met, and the use of borrowings. The obligations of ATSI
under the Loan Agreement are collateralized by a first priority security
interest in substantially all of the assets of ATSI. ATS has pledged all of
its stock to the banks as security for ATSI's obligations under the Loan
Agreement. ATS is in the process of negotiating an amended and restated loan
agreement with its senior lenders, pursuant to which the Company expects that
the existing maximum borrowing will be increased from $400.0 million to $900.0
million, subject to compliance with certain financial ratios, and ATS will be
able to borrow an additional $150.0 million, subject to compliance with
certain less restrictive ratios. Borrowings under an amended loan agreement
will also be available to finance acquisitions. In connection with the
refinancing, the Company expects to recognize an extraordinary loss of
approximately $1.4 million, net of a tax benefit of $0.9 million, during the
second quarter of 1998.

Following the closing of the Loan Agreement in October 1997, ATSI incurred
an extraordinary loss of approximately $1,156,000 (approximately $694,000 net
of the applicable income tax benefit) representing the write-off of deferred
financing fees associated with the previous agreement.

Derivative Positions--Under the terms of the Loan Agreement, ATSI is
required, under certain conditions, to enter into interest rate protection
agreements. There were no such agreements outstanding at December 31, 1996. As
of December 31, 1997, ATSI maintained a swap agreement, expiring in January
2001, under which the interest rate is fixed with respect to $7.3 million of
notional principal amount at approximately 6.4%. ATSI also maintained two cap
agreements; one expiring in July 2000, under which the interest rate is fixed
with respect to $21.6 million of notional principal amount at approximately
9.5%, and one expiring in November 1999, under which the interest rate is
fixed with respect to $7.0 million of notional principal amount at
approximately 8.5%. ATSI's exposure under these agreements is limited to the
impact of variable interest rate fluctuations and the periodic settlement of
amounts due under these agreements if the other parties fail to perform.

Note Payable--Other--A limited liability company, which is under majority
control of the Company, has a note secured by the minority shareholder's
interest in the limited liability company. Interest rates under this note are
determined, at the option of the limited liability company, at either the
Floating Rate (as defined in the note agreement) or the Federal Home Loan
BankBoston rate plus 2.25%. As of December 31, 1997 and 1996, the effective
interest rate on borrowings under this note was 8.02%. The note is payable in
equal monthly principal payments with interest through 2006.

Other Obligations--In connection with various acquisitions, the Company
assumed certain long-term obligations of the acquired entities. Substantially
all of these obligations were repaid during 1997, with the remaining unpaid
obligation payable in monthly installments through 2014.

Future principal payments required under the Company's financing
arrangements at December 31, 1997 are approximately:

<TABLE>
<S> <C>
Year Ending:
1998............................................................. $ 110,000
1999............................................................. 119,000
2000............................................................. 128,000
2001............................................................. 137,000
2002............................................................. 148,000
Thereafter....................................................... 89,535,000
-----------
Total.......................................................... $90,177,000
===========
</TABLE>

F-13
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. COMMITMENTS AND CONTINGENCIES

Lease Obligations--The Company leases space for its existing offices in
Florida, California, Pennsylvania and Virginia, space on various
communications towers and land under operating leases that expire over various
terms. The Company also subleases space on communications towers under
substantially the same terms and conditions, including cancellation rights, as
those found in its own lease contracts. Most leases allow cancellation at will
or under certain technical circumstances. Many of the leases also contain
renewal options with specified increases in lease payments upon exercise of
the renewal option.

Future minimum rental payments under noncancelable leases in effect at
December 31, 1997, excluding assumption of the ARS lease obligations described
in Note 1, are approximately as follows:

<TABLE>
<S> <C>
Year Ending:
1998............................................................. $ 3,996,000
1999............................................................. 3,508,000
2000............................................................. 3,213,000
2001............................................................. 2,706,000
2002............................................................. 1,992,000
Thereafter....................................................... 10,373,000
-----------
Total.......................................................... $25,788,000
===========
</TABLE>

Aggregate rent expense under operating leases for the years ended December
31, 1997, 1996 and period ended December 31, 1995 approximated $2,110,000,
$420,000, and $5,000, respectively.

Customer Leases--The Company leases space on its various tower properties
(both owned and managed) to customers which typically are for set periods of
time, although some leases are cancellable at the customers' option and others
are automatically renewed and have no fixed term. Long-term leases typically
contain provisions for renewals and specified rent increases over the lease
term.

Future minimum rental receipts expected to be received from customers under
noncancelable lease agreements in effect at December 31, 1997 are
approximately as follows:

<TABLE>
<S> <C>
Year Ending:
1998............................................................. $21,017,000
1999............................................................. 16,899,000
2000............................................................. 14,691,000
2001............................................................. 12,369,000
2002............................................................. 8,128,000
Thereafter....................................................... 26,892,000
-----------
Total.......................................................... $99,996,000
===========
</TABLE>

Tower rental revenues under the Company's sub-leases approximated $978,000
and $468,000 for the years ended December 31, 1997 and 1996, respectively.

Acquisition Commitments--See Notes 9 and 11 for information with respect to
acquisitions and related commitments.

CBS Merger (See Note 12 for recent developments)--The CBS Merger Tax
Liability has been estimated based on an assumed fair market value of the ATS
Common Stock of $16.00 per share price, resulting in a tax liability of
approximately $173.0 million, of which $20.0 million will be borne by ARS and
the remaining

F-14
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

obligation will be required to be paid by ATS pursuant to provisions of the
CBS Merger Agreement. The Company's portion of the CBS Merger Tax Liability is
expected to be paid with the proceeds of an equity offering or external
financing if due in 1998, or borrowings under ATS's Loan Agreement if due in
1999; the timing of such payment is dependent upon the timing of the
consummation of the CBS Merger. Such estimated tax liability would increase or
decrease by approximately $14.8 million for each $1.00 per share increase or
decrease in the fair market value of the ATS Common Stock.

The CBS Merger Agreement also provides for closing date balance sheet
adjustments based upon the working capital and specified debt levels
(including the liquidation preference of the ARS Cumulative Preferred Stock)
of ARS at the effective time of the CBS Merger which may result in payments to
be made by either ARS or ATS to the other party following the closing date of
the CBS Merger. ATS will benefit from or bear the cost of such adjustments.
Since the amounts of working capital and debt are dependent upon future
operations and events, including without limitation cash flow from operations,
capital expenditures, and expenses of the CBS Merger, neither ARS nor ATS is
able to state with any degree of certainty what payments, if any, will be owed
following the closing date by either ARS or ATS to the other party.

Litigation--The Company periodically becomes involved in various claims and
lawsuits that are incidental to its business. In the opinion of management,
there are no matters currently pending which would, in the event of adverse
outcome, have a material impact on the Company's consolidated financial
position, the results of operations or liquidity.

6. RELATED PARTY TRANSACTIONS

The Company received revenues of approximately $389,000 and $70,000 from ARS
for tower rentals at Company-owned sites for the years ended December 31, 1997
and 1996, respectively.

ARS has contributed substantially all of the Company's capitalization and
had funded substantially all of the 1996 acquisitions and certain 1997
acquisitions described in Note 9.

In January 1998, ARS contributed certain tower sites to the Company (See
Note 11).

In January 1998, the Company consummated the transactions contemplated by a
stock purchase agreement with certain related parties. (See Note 8).

In December 1997, ARS contributed a tower site and related assets in West
Palm Beach, Florida to the Company at ARS' book value, which approximated
$50,000.

During January 1996, ARS contributed a tract of undeveloped land of
approximately two acres to the Company. The transfer was recorded at ARS' book
value of approximately $425,000.

In March 1996, ARS contributed approximately 200 acres of undeveloped land
to the Company. The transfer was recorded at ARS' book value of approximately
$2.3 million.

In November 1996, the Company transferred a tract of land to ARS. The
transfer was recorded at ATS' book value of approximately $1.1 million.

In December 1996, ARS contributed a tower site and related assets in
Peabody, Massachusetts to the Company at ARS' book value, which aggregated
approximately $1.1 million.

In December 1996, ARS contributed a tower site and related assets located in
Philadelphia, Pennsylvania, to the Company. These assets were contributed at
their initial estimated fair value of approximately $1.5 million,

F-15
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

based on a preliminary appraisal. In June 1997, the fair value of the tower
site and related assets was determined to be approximately $775,000 based on a
final independent appraisal. The net book value carried by ATS was adjusted by
approximately $725,000 to reflect the change in estimate. This change in
estimate did not have a material effect on the consolidated financial position
or the results of operations of ATS.

7. INCOME TAXES

Effective October 15, 1996, the Company entered into a tax sharing agreement
with ARS. In accordance with this agreement, the Company's share of the
consolidated federal income tax benefit (liability) is calculated as a portion
of ARS' consolidated income tax benefit (liability). Any income tax benefit
(provision) attributable to the Company is payable to (due from) ARS. The
Company's reported provision or benefit is not significantly different from
what would have been recorded on a separate return basis. The tax sharing
agreement was terminated in connection with the corporate restructuring
described in Note 1, pursuant to which the Company will now prepare and file
income tax returns on a separate company basis.

The income tax benefit (provision) was comprised of the following:

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
----------------------------
1997 1996 1995
--------- -------- -------
<S> <C> <C> <C>
Current:
Federal...................................... $ 444,236 $ 53,907 $62,503
State........................................ 174,964 9,418 10,921
Deferred:
Federal...................................... (125,545) (92,547)
State........................................ (20,984) (16,168)
--------- -------- -------
Income tax benefit (provision)................. $ 472,671 $(45,390) $73,424
========= ======== =======
</TABLE>

A reconciliation between the U.S. statutory rate and the effective rate was
as follows for the periods presented:

<TABLE>
<CAPTION>
PERIOD ENDED
DECEMBER 31,
------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
Statutory tax rate...................................... (34)% (34)% (34)%
State taxes, net of federal benefit..................... (6) (6) (6)
Nondeductible intangible amortization................... 17 49
Other................................................... 1
--- --- ---
Effective tax rate...................................... (23)% 10 % (40)%
=== === ===
</TABLE>

F-16
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Significant components of the Company's deferred tax assets and liabilities
were composed of the following as of December 31:

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Assets:
Allowances for financial reporting purposes which
are currently nondeductible--current............... $ 62,560
Net operating loss carryforwards.................... $ 2,071
Valuation allowances................................ (2,071)
Liabilities:
Property and equipment and intangible assets........ (417,628) (168,125)
Partnership investments............................. (77,648)
Long-term rental agreements......................... (33,445)
--------- ---------
Net deferred tax liabilities......................... $(355,068) $(279,218)
========= =========
</TABLE>

8. STOCKHOLDER'S EQUITY

Recapitalization--In November 1997, the Company restated its certificate of
incorporation to increase the aggregate number of shares of all classes of
stock which it is authorized to issue to 280,000,000 shares as follows:
20,000,000 shares of preferred stock $.01 par value per share, 260,000,000
shares of common stock $.01 par value per share, of which 200,000,000 is Class
A, 50,000,000 is Class B and 10,000,000 is Class C. The Class A and B entitles
the holder to one and ten votes, respectively, per share. The Class C is non-
voting.

In addition, at that time, the Company effected a recapitalization, pursuant
to which each share of the Company's existing common stock was cancelled and
the Company was recapitalized with 29,667,883 shares of Class A common stock,
4,670,626 shares of Class B common stock and 1,295,518 shares of Class C
common stock.

ATS Stock Purchase Agreement--On January 22, 1998, the Company consummated
the transactions contemplated by the stock purchase agreement (the ATS Stock
Purchase Agreement), dated as of January 8, 1998, with Steven B. Dodge,
Chairman of the Board, President and Chief Executive Officer of ARS and ATS,
and certain other officers and directors of ARS (or their affiliates or family
members or family trusts), pursuant to which those persons purchased
8.0 million shares of ATS Common Stock at a purchase price of $10.00 per share
for an aggregate purchase price of $80.0 million, including 4.0 million shares
by Mr. Dodge for $40.0 million. Payment of the purchase price was in the form
of cash aggregating approximately $30.6 million and in the form of notes
aggregating approximately $49.4 million due on the earlier of the consummation
of the CBS Merger or, in the event the CBS Merger Agreement is terminated,
December 31, 2000. The notes bear interest at the six-month London Interbank
Rate, as measured from time to time, plus 1.5% per annum, and are secured by
shares of ARS Common Stock having a fair market value of not less than 175% of
the principal amount of and accrued and unpaid interest on the note. The notes
are prepayable at any time at the option of the debtor and will be due and
payable, at the option of the Company, in the event of certain defaults as
described in the ATS Stock Purchase Agreement.

F-17
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Stock Option Plans--In November 1997, the Company instituted the 1997 Stock
Option Plan (the Plan) which provides for the granting of options to employees
and directors to acquire up to 10,000,000 shares of ATS Class A and Class B
Common Stock. The Plan is expected to be amended in connection with the ATC
Merger, described in Note 11, to limit future grants to Class A Common Stock.
No options were granted under the Plan during 1997. In January 1998, the
Company granted 2,911,300 options at an exercise price of $10 per share to
employees and directors of ATS and subsequently granted 1,400,000 options at
an exercise price of $13 per share to employees of an acquired company. (See
Note 11).

ATSI also has a stock option plan which provides for the granting of options
to employees to acquire up to 1,000,000 shares of the common stock of ATSI, of
which options to purchase an aggregate of 682,000 shares have been issued. In
addition, approximately 665,000 options to purchase shares of ARS Common Stock
held by current and future employees of ATS may be exchanged for ATS options.
The ATSI options will be exchanged for ATS options and the ARS options may be
exchanged in a manner that will preserve the spread in such options between
the option exercise price and the fair market value of the stock subject
thereto and the ratio of the spread to the exercise price prior to such
conversion. These ARS options are expected to be exchanged, at least in part,
into options to acquire, stock of ATS, as part of the CBS Merger.

Exercise prices in the case of incentive stock options are not less than the
fair value of the underlying common stock on the date of grant. Exercise
prices in the case of non-qualified stock options are set at the discretion of
the Board of Directors. Options vest ratably over various periods, generally
five years, commencing one year from the date of grant. There have been no
option grants at exercise prices less than fair value.

The following table summarizes the ATSI option activity for the periods
presented:

<TABLE>
<CAPTION>
WEIGHTED
EXERCISE NUMBER AVERAGE
PRICE CURRENTLY REMAINING
OPTIONS PER SHARE EXERCISABLE LIFE (YEARS)
------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Granted during 1996 and
outstanding at December 31,
1996........................... 550,000 $5.00 160,000 8.71
Granted......................... 172,000 $7.50-$8.00 9.24
Cancelled....................... (40,000) $5.00
------- ----------- ------- ----
Outstanding as of December 31,
1997........................... 682,000 160,000 8.89
======= ======= ====
</TABLE>

As described in Note 1, the intrinsic value method is used to determine
compensation associated with stock option grants. No compensation cost has
been recognized to date for grants under the Plan. Had compensation cost for
the Company's stock option plan been determined based on the fair value at the
grant date for awards in 1996 and 1997 consistent with the provisions of SFAS
123, the Company's net loss would have been approximately $2,492,000 and
approximately $568,000 for the years ended December 31, 1997 and 1996,
respectively. Pro forma basic and diluted net loss per common share would have
been approximately $(0.05) for the year ended December 31, 1997.

The "fair value" of each option grant is estimated on the date of grant
using the minimum value method based on the following key assumptions: risk-
free interest rate of 6.3% and expected lives of 5 years. In accordance with
the provisions of SFAS 123, since the Company's stock is not publicly traded,
expected volatility in stock price has been omitted in determining the fair
value for options granted.

F-18
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS

1997 Acquisitions--

In December 1997, the Company consummated the acquisition of a tower site in
Northern California for approximately $2.0 million.

In October 1997, the Company acquired two affiliated entities operating
approximately 110 tower sites and a tower site management business located
principally in northern California for approximately $45.0 million. In
connection therewith, the Company had also agreed to loan up to $1.4 million
to the sellers on an unsecured basis, of which approximately $0.26 million had
been advanced and was repaid at closing.

In October 1997, the Company acquired tower sites and certain video, voice
and data transport operations for approximately $70.25 million. The acquired
business owned or leased approximately 128 tower sites, principally in the
Mid-Atlantic region, with the remainder in California and Texas.

In September 1997, the Company acquired nine tower sites in Massachusetts
and Rhode Island for approximately $7.2 million and land in Oklahoma for
approximately $0.6 million.

In August 1997, the Company acquired six tower sites in Connecticut and
Rhode Island for approximately $1.5 million.

In July 1997, the Company, in individual transactions, acquired the
following:

(i) the assets of three affiliated entities which owned and operated
approximately fifty towers and a tower site management business in
southern California for an aggregate purchase price of
approximately $33.5 million;

(ii) the assets of one tower site in Washington, D.C. for
approximately $0.9 million;

(iii) the assets of six tower sites in Pennsylvania for approximately
$0.3 million and

(iv) the rights to build five tower sites in Maryland for
approximately $0.5 million.

In May 1997, the Company acquired 21 tower sites and a tower site management
business in Georgia, North Carolina and South Carolina for approximately $5.4
million. The agreement also provides for additional payments by the Company if
the seller is able to arrange for the purchase or management of tower sites
presently owned by an unaffiliated public utility in South Carolina, which
payments could aggregate up to approximately $1.2 million; management believes
that it is unlikely that any such arrangement will be entered into.

In May 1997, the Company acquired the assets of two affiliated companies
engaged in the site acquisition business in various locations in the United
States for approximately $13.0 million.

In May 1997, the Company and an unaffiliated party formed a limited
liability company to own and operate communication towers which will be
constructed on over 50 tower sites in northern California. The Company
advanced approximately $0.8 million to this entity and currently owns a 70%
interest in the entity, with the remaining 30% owned by an unaffiliated party.
The Company is obligated to provide additional financing for the construction
of these and any additional towers it may approve; the obligation for such 50
tower sites is estimated to be approximately $5.3 million. The accounts of the
limited liability company are included in the consolidated financial
statements with the other party's investment reflected as minority interest in
subsidiary.

In May 1997, the Company acquired three tower sites in Massachusetts for
approximately $0.26 million.

F-19
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1996 Acquisitions--

In February 1996, the Company acquired Skyline Communications and Skyline
Antenna Management in exchange for an aggregate of 26,989 shares of ARS Class
A Common Stock, having a fair value of approximately $774,000, $2.2 million in
cash, and the assumption of approximately $300,000 of long-term debt which was
paid at closing. Skyline Communications owned eight towers, six of which are
in West Virginia and the remaining two in northern Virginia. Skyline Antenna
Management managed more than 200 antenna sites, primarily in the northeast
region of the United States.

In April 1996, the Company acquired BDS Communications, Inc. and BRIDAN
Communications Corporation for 257,495 shares of ARS Class A common stock
having a fair value of approximately $7.4 million and $1.9 million in cash of
which approximately $1.5 million was paid at closing. BDS Communications owned
three towers in Pennsylvania and BRIDAN Communications managed or had sublease
agreements on approximately forty tower sites located throughout the mid-
Atlantic region.

In July 1996, the Company entered into a limited liability company agreement
with an unaffiliated party relating to the ownership and operation of a tower
site in Needham, Massachusetts, whereby the Company acquired a 50.1% interest
in the corporation for approximately $3.8 million in cash. The accounts of the
limited liability company are included in the consolidated financial
statements with the other party's investment reflected as minority interest in
subsidiary.

In October 1996, the Company acquired the assets of tower sites in Hampton,
Virginia and North Stonington, Connecticut for approximately $1.4 million and
$1.0 million in cash, respectively.

Substantially all of the 1996 acquisitions were consummated by ARS and the
net assets were subsequently contributed to the Company.

The acquisitions consummated during 1997 and 1996 have been accounted for by
the purchase method of accounting. The purchase price has been preliminarily
allocated to the assets acquired, principally intangible and tangible assets,
and the liabilities assumed based on their estimated fair values at the date
of acquisition. The excess of purchase price over the estimated fair value of
the net assets acquired has been recorded as unallocated purchase price. The
financial statements reflect the preliminary allocation of certain purchase
prices as the appraisals of the assets acquired have not been finalized. The
Company does not expect any changes in depreciation and amortization as a
result of such appraisals to be material to the consolidated results of
operations.

Unaudited Pro Forma Operating Results--The operating results of these
acquisitions have been included in the Company's consolidated results of
operations from the date of acquisition. The following unaudited pro forma
summary presents the consolidated results of operations as if the acquisitions
had occurred as of January 1, 1996 after giving effect to certain adjustments,
including depreciation and amortization of assets and interest expense on debt
incurred to fund the acquisitions. These unaudited pro forma results have been
prepared for comparative purposes only and do not purport to be indicative of
what would have occurred had the acquisitions been made as of January 1, 1996
or results which may occur in the future.

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Net revenues.................................... $44,933,000 $35,601,000
Loss before extraordinary loss.................. (8,998,000) (21,716,000)
Net loss........................................ (9,692,000) (21,716,000)
Basic and diluted pro forma loss per common
share.......................................... (0.20)
</TABLE>

F-20
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information and noncash investing and financing
activities are as follows:

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Supplemental cash flow information:
Cash paid during the period for interest (including
amounts capitalized).............................. $2,398,201 $ 90,539
Cash paid during the period for income taxes....... 124,988
Noncash investing and financing activities:
Property and equipment transferred from Parent..... 50,000 11,103,352
Property and equipment transferred to Parent....... (725,000)
Land transferred to Parent......................... (1,100,000)
Deferred financing costs paid by Parent............ 1,255,474
Investment in affiliate paid by Parent............. 325,000
Details of acquisitions financed by Parent:
Purchase price of net assets acquired.............. 20,954,401
Liabilities assumed................................ (2,219,637)
Stock issued by Parent............................. (8,153,312)
-----------
Cash paid by Parent................................ 10,581,452
Less: cash acquired................................ (1,600,000)
-----------
Net cash paid by Parent for acquisitions........... $ 8,981,452
===========
</TABLE>

11. OTHER TRANSACTIONS

Consummated Transactions:

In January 1998, the Company consummated an agreement to acquire all of the
outstanding stock of Gearon, a company based in Atlanta, Georgia, for an
aggregate purchase price of approximately $80.0 million. The purchase price
consisted of approximately $32.0 million in cash and assumed liabilities and
the issuance of approximately 5.3 million shares of ATS Class A Common Stock.
Gearon is engaged in site acquisition, development, construction and facility
management of wireless network communication facilities on behalf of its
customers and owns or has under construction approximately 40 tower sites.
Following consummation, the Company granted options to acquire up to 1,400,000
shares of Class A Common Stock at an exercise price of $13.00 to employees of
Gearon. (See Notes 1 and 8).

In January 1998, the Company consummated the acquisition of OPM, a company
which owned approximately 90 towers at the time of acquisition. In addition,
OPM is in the process of developing an additional 160 towers that are expected
to be constructed during the next 12 to 18 months. The purchase price, which
is variable and based on the number of towers completed and the forward cash
flow of the completed OPM towers, could aggregate up to $105.0 million, of
which approximately $21.3 million was paid at the closing. The Company had
also agreed to provide the financing to OPM to enable it to construct the 160
towers in an aggregate amount not to exceed $37.0 million (less advances as of
consummation aggregating approximately $5.7 million, excluding accrued
interest). (See Note 1).

In January 1998, the Company consummated the acquisition of a communications
site with six towers in Tucson, Arizona for approximately $12.0 million.

F-21
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

In January 1998, the Company consummated the acquisition of a tower near
Palm Springs, California for approximately $0.75 million.

In January 1998, ARS transferred to ATS 14 communications sites currently
used by ARS and various third parties (with an ARS net book value of
approximately $4.2 million), and ARS and ATS entered into leases or subleases
of space on the transferred towers. Two additional communications sites will
be transferred and leases entered into following acquisition by ARS of the
sites from third parties.

In February 1998, the Company acquired 11 communications tower sites in
northern California for approximately $11.8 million.

Pending Transactions:

In December 1997, the Company entered into a merger agreement with American
Tower Corporation (ATC) pursuant to which ATC will merge with and into ATS,
which will be the surviving corporation. Pursuant to the merger, ATS expects
to issue an aggregate of approximately 30.3 million shares of ATS Class A
Common Stock (including shares issuable upon exercise of options to acquire
ATC Common Stock which will become options to acquire ATS Class A Common
Stock). ATC is engaged in the business of acquiring, developing, and
leasing wireless communications sites to companies using or providing cellular
telephone, paging, microwave and specialized mobile radio services. At
December 31, 1997, ATC owned and operated approximately 775 communications
towers located in 31 states primarily in the western, eastern and southern
United States. Consummation of the transaction is subject to, among other
things, the expiration or earlier termination of the Hart-Scott Rodino
Antitrust Improvements Act of 1976, as amended (HSR Act) waiting period, and
is expected to occur in the Spring of 1998.

In January 1998, the Company entered into an agreement to purchase the
assets relating to a teleport business serving the Washington, D.C. area for a
purchase price of approximately $30.5 million. The facility is located in
northern Virginia, inside of the Washington Beltway, on ten acres.

In February 1998, the Company entered into an agreement to acquire a tower
in Sacramento, California for approximately $1.2 million.

Consummation of the pending transactions, which are subject to certain
conditions, including in certain cases, receipt of FCC approvals and the
expiration or earlier termination of the HSR Act waiting period, are expected
to occur in the second quarter of 1998.

* * * * * *

12.EVENTS SUBSEQUENT TO DATE OF INDEPENDENT AUDITORS' REPORT (UNAUDITED)

Assuming the "fair market value" of ARS's stock interest in ATS was equal to
$23.00 per share, the last reported sale price of such stock in the when-
issued market on April 30, 1998, the estimated CBS Merger Tax Liability would
be between approximately $335.0 and $365.0 million, depending on applicable
state tax rates, under the tax reporting position to be followed by ARS. Of
such amount, $20.0 million will be borne by ARS and the remaining obligation
of between $315.0 and $345.0 million, depending on applicable state tax rates,
will be borne by ATS. The estimated CBS Merger Tax Liability would be
increased or decreased by between approximately $20.5 and $22.5 million, again
depending on applicable state tax rates, for each $1.00 increase or decrease
in assumed "fair market value". The estimates described above are based on a
number of assumptions and interpretations of various applicable income tax
rules and are subject to change.

The Company estimates, as of May 5, 1998, that closing date balance sheet
adjustments based upon working capital and specified debt levels (including
the liquidation preference of the ARS Cumulative Preferred Stock) of ARS and
the taxes associated with such adjustments will result in a payment by ATS to
CBS of between $20.0 and $33.0 million.

F-22
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

MicroNet, Inc. and Affiliates and
American Tower Systems, Inc.

We have audited the accompanying combined statements of net assets of
MicroNet, Inc. and affiliates sold to American Tower Systems, Inc. (the
"Company") as of December 31, 1996 and October 31, 1997, and the related
combined statements of income and cash flows derived from those assets for the
year ended December 31, 1996, and the ten months ended October 31, 1997. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion, such combined financial statements present fairly, in all
material respects, the net assets of MicroNet, Inc. and affiliates sold to
American Tower Systems, Inc. as of December 31, 1996 and October 31, 1997, and
the results of operations related to those assets, and cash flows generated
from those assets for the year ended December 31, 1996, and the ten months
ended October 31, 1997, in conformity with generally accepted accounting
principles.

The accompanying combined financial statements have been prepared from the
separate records maintained by the Company and may not be indicative of the
conditions that would have existed or the results of operations had the net
assets sold been operated as an unaffiliated company. Certain expenses
represent allocations made by the Company's Parent, and, as discussed in Note
A, no provision for income taxes has been made in the combined statements of
income derived from the net assets sold.

Pressman Ciocca Smith LLP

Hatboro, Pennsylvania
February 26, 1998

F-23
<PAGE>

MICRONET, INC. AND AFFILIATES

COMBINED STATEMENTS OF NET ASSETS SOLD

DECEMBER 31, 1996 AND OCTOBER 31, 1997

<TABLE>
<CAPTION>
DECEMBER 31, OCTOBER 31,
1996 1997
------------ ------------
<S> <C> <C>
ASSETS
Current Assets
Prepaid expenses.................................. $ 301,942 $ 465,611
------------ ------------
Total Current Assets............................ 301,942 465,611
Property and Equipment.............................. 39,564,758 40,329,382
Less accumulated depreciation..................... (22,486,975) (24,513,888)
------------ ------------
17,077,783 15,815,494
Goodwill, net of amortization....................... 4,120,276 3,691,081
Intangible Assets, net of amortization.............. 902,227 742,047
Other Assets........................................ 183,087 70,354
------------ ------------
$ 22,585,315 $ 20,784,587
============ ============
LIABILITIES AND NET ASSETS TO BE SOLD
Current Liabilities
Customer service prepayments...................... $ 459,638 $ 307,961
------------ ------------
Total Current Liabilities....................... 459,638 307,961
Commitments and Contingencies
Net Assets To Be Sold............................... 22,125,677 20,476,626
------------ ------------
$ 22,585,315 $ 20,784,587
============ ============
</TABLE>

See accompanying notes.

F-24
<PAGE>

MICRONET, INC. AND AFFILIATES

COMBINED STATEMENTS OF INCOME DERIVED FROM NET ASSETS SOLD

YEAR ENDED DECEMBER 31, 1996, AND TEN MONTHS ENDED OCTOBER 31, 1997

<TABLE>
<CAPTION>
TEN MONTHS
YEAR ENDED ENDED
DECEMBER OCTOBER 31,
31, 1996 1997
----------- -----------
<S> <C> <C>
Net Revenues.......................................... $15,058,305 $15,103,459
Operating Expenses
Service............................................. 5,955,270 5,670,523
Selling and marketing............................... 488,857 347,475
General and administrative.......................... 3,422,581 2,676,978
Depreciation........................................ 3,199,495 2,034,072
Amortization........................................ 736,025 591,775
----------- -----------
13,802,228 11,320,823
----------- -----------
Operating Income...................................... 1,256,077 3,782,636
Other Income--Net..................................... 42,904 33,681
----------- -----------
Net Income Derived from Net Assets To Be Sold......... 1,298,981 3,816,317
Net Assets To Be Sold, Beginning of Period............ 22,563,349 22,125,677
Distributions To Parent............................... (1,736,653) (5,465,368)
----------- -----------
Net Assets To Be Sold, End of Period.................. $22,125,677 $20,476,626
=========== ===========
</TABLE>

See accompanying notes.

F-25
<PAGE>

MICRONET, INC. AND AFFILIATES

COMBINED STATEMENTS OF CASH FLOWS DERIVED FROM NET ASSETS SOLD

YEAR ENDED DECEMBER 31, 1996, AND TEN MONTHS ENDED OCTOBER 31, 1997

<TABLE>
<CAPTION>
TEN MONTHS
ENDED
YEAR ENDED OCTOBER
DECEMBER 31,
31, 1996 1997
----------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income derived from net assets sold.................. $ 1,298,981 $3,816,317
Adjustments to reconcile income derived from net
assets sold to cash provided by operating
activities:
Depreciation and amortization...................... 3,935,520 2,625,847
Loss (gain) on disposal of property and equipment.. (400) 9,062
Write off assets to net realizable value........... 65,313 --
Change in assets and liabilities:
Prepaid expenses................................. (49,781) (163,669)
Other assets..................................... 15,396 112,733
Customer service prepayments..................... 149,642 (151,677)
----------- ----------
CASH PROVIDED BY OPERATING ACTIVITIES................ 5,414,671 6,248,613
----------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment................... (3,678,418) (783,845)
Increase in intangible assets........................ -- (2,400)
Proceeds from sale of property and equipment......... 400 3,000
----------- ----------
CASH USED FOR INVESTING ACTIVITIES................... (3,678,018) (783,245)
----------- ----------
INCREASE IN CASH AND CASH EQUIVALENTS BEFORE
ADJUSTMENT.......................................... 1,736,653 5,465,368
ADJUSTMENT FOR NET ASSETS NOT SOLD................... (1,736,653) (5,465,368)
----------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS......................................... $ -- $ --
=========== ==========
</TABLE>

See accompanying notes.

F-26
<PAGE>

MICRONET, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1996 AND OCTOBER 31, 1997

NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of MicroNet, Inc. and
affiliates (the "Company") is presented to assist in understanding its
combined financial statements. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the
preparation of the combined financial statements.

Basis of Presentation and Combination

The accompanying combined statements of net assets sold to American Tower
Systems, Inc. ("ATS") are intended to present the assets and liabilities of
the Company sold to ATS (the "Net Assets") pursuant to an asset purchase
agreement between ATS and Suburban Cable TV Co. Inc. ("Suburban") and the
income and cash flows derived from such assets and liabilities. MicroNet is a
wholly owned subsidiary of Suburban (the "Company's Parent"), which is a
wholly owned subsidiary of Lenfest Communications, Inc. ("LCI"). As of July 8,
1997, the Company agreed to sell substantially all of the operating assets of
its communication towers, satellite transmission and microwave video and data
signal transmission businesses to ATS for approximately $70.25 million. The
accompanying combined statements include 128 operating tower sites of the
Company, including 28 tower sites operated by Suburban and other cable TV
operating subsidiaries of LCI. The transaction closed as of October 31, 1997.

The combined financial statements include the accounts of MicroNet, Inc. and
those of all wholly owned subsidiaries, excluding the assets, liabilities and
results of operations of assets not sold to ATS. The combined financial
statements also include the assets, liabilities and results of operations of
the 28 tower sites included in the sale that are operated by Suburban and
other cable TV operating subsidiaries of LCI.

Business Activity and Concentrations of Credit Risk

The Company provides satellite and microwave transmission of video, voice
and data communications and tower site rental throughout the United States.
The Company grants credit to broadcast and cable networks and cellular and
paging companies throughout the nation. Consequently, the Company's ability to
collect the amounts due from customers is affected by economic fluctuations in
these industries.

Use of Estimates

The preparation of the combined financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the combined
financial statements and reported amounts of revenues and expenses during the
reporting period. Actual results may differ from those estimates, and such
differences could be material to the combined financial statements.

Property and Equipment

Property and equipment are stated at cost. For acquired communication
networks and facilities, the purchase price has been allocated to net assets
on the basis of appraisal reports issued by an independent appraiser.
Depreciation is provided using the accelerated and straight-line methods of
depreciation for financial reporting purposes at rates based on estimated
useful lives ranging from 3 to 33 years.

Expenditures for renewals and betterments that extend the useful lives of
property and equipment are capitalized. Expenditures for maintenance and
repairs are charged to expense as incurred.

F-27
<PAGE>

MICRONET, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Capitalization of Costs

All costs properly attributable to capital items, including that portion of
employees' compensation allocable to installation, engineering, design,
construction and various other capital projects are capitalized.

Goodwill and Intangible Assets

Goodwill and intangible assets acquired in connection with the purchases of
communications networks and facilities have been valued at acquisition cost on
the basis of the allocation of the purchase price on a fair market value basis
to net assets as determined by an independent appraiser. Additions to these
assets are stated at cost. Intangible assets consist of FCC licenses,
organization costs and covenants not to compete. The intangible assets are
being amortized on the straight-line method over their legal or estimated
useful lives to a maximum of forty (40) years. Goodwill represents the cost of
an acquired partnership interest in excess of amounts allocated to specific
assets based on their fair market values. Goodwill is amortized on the
straight-line method over ten years. In accordance with Statement of Financial
Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of ", the Company assesses on
an on-going basis the recoverability of intangible assets based on estimates
of future undiscounted cash flows for the applicable business acquired
compared to net book value. If the future undiscounted cash flow estimate is
less than net book value, net book value is then reduced to the undiscounted
cash flow estimate. The Company also evaluates the amortization periods of
intangible assets to determine whether events or circumstances warrant revised
estimates of useful lives. As of October 31, 1997, management believes that no
revisions to the remaining useful lives or writedowns of deferred charges are
required.

Revenue Recognition

The Company bills certain customers in advance; however, revenue is
recognized as services are provided. Credit risk is managed by discontinuing
services to customers who are delinquent.

Income Taxes

The Company, as a participating subsidiary, joins in the filing of a
consolidated Federal tax return with LCI. Current and deferred Federal income
taxes are allocated among LCI and its consolidated subsidiaries based upon the
respective net income (loss) and timing differences of each company. The
Company files separate state tax returns. No provision for income taxes has
been made in the combined financial statements. Deferred tax assets and
liabilities are excluded from net assets sold.

Advertising

The Company follows the policy of charging the costs of advertising to
expense as incurred.

Fair Value of Financial Instruments

The Company believes that the carrying value of all financial instruments is
a reasonable estimate of fair value at December 31, 1996 and October 31, 1997.

NOTE B--SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

ATS did not assume any debt of the Company. There is no interest expense
paid reflected in the accompanying financial statements. The Company did not
make any income tax payments to LCI.

In 1996, the Company wrote down $65,313 of property and equipment to net
realizable value. (See Note C).

F-28
<PAGE>

MICRONET, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE C--PROPERTY AND EQUIPMENT

The schedule of property and equipment at December 31, 1996 and October 31,
1997, is as follows:

<TABLE>
<CAPTION>
ESTIMATED
DECEMBER 31, OCTOBER 31, USEFUL LIVES
1996 1997 IN YEARS
------------ ------------ ------------
<S> <C> <C> <C>
Land................................ $ 3,027,303 $ 3,027,303
Building and improvements........... 1,799,553 1,814,012 15-33
Computer equipment.................. 291,002 299,976 5
Furniture, fixtures and office
equipment.......................... 616,678 619,028 7
Tower, head-end equipment and
microwave equipment................ 32,289,707 33,025,202 7-15
Land improvements................... 188,195 206,337 7-15
Leasehold improvements.............. 278,430 278,430 5-15
Radio equipment..................... 9,360 9,360 5-7
Test equipment...................... 584,458 588,305 7
Vehicles............................ 480,072 461,429 3-5
------------ ------------
$ 39,564,758 $ 40,329,382
============ ============
</TABLE>

During 1996, the Company recognized an impairment loss in connection with a
failed project to rebuild a tower. The township denied the Company's request
to tear-down and rebuild a larger tower on an existing tower site. Legal and
engineering costs associated with the project in the amount of $65,313,
previously capitalized, were written off. This impairment loss is included in
general and administrative expenses in the 1996 combined statement of income.

NOTE D--GOODWILL

The excess of the purchase price paid over the acquired net assets has been
allocated to goodwill. Accumulated amortization at December 31, 1996 and
October 31, 1997, was $1,030,069 and $1,459,264, respectively.

NOTE E--INTANGIBLE ASSETS

A schedule of intangible assets and accumulated amortization at December 31,
1996 and October 31, 1997, is as follows:

<TABLE>
<CAPTION>
DECEMBER 31, 1996
----------------------------------
ACCUMULATED
DESCRIPTION AMOUNT AMORTIZATION NET
----------- ----------- ------------ ---------
<S> <C> <C> <C>
FCC licenses............................ $ 326,163 $ 49,238 $ 276,925
Organization costs and covenants not to
compete................................ 1,201,174 575,872 625,302
----------- --------- ---------
$ 1,527,337 $ 625,110 $ 902,227
=========== ========= =========
<CAPTION>
OCTOBER 31, 1997
----------------------------------
ACCUMULATED
DESCRIPTION AMOUNT AMORTIZATION NET
----------- ----------- ------------ ---------
<S> <C> <C> <C>
FCC licenses............................ $ 326,163 $ 56,033 $ 270,130
Organization costs and covenants not to
compete................................ 1,203,574 731,657 471,917
----------- --------- ---------
$ 1,529,737 $ 787,690 $ 742,047
=========== ========= =========
</TABLE>

F-29
<PAGE>

MICRONET, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

NOTE F--LEASES

The Company leases office space from an individual who is a shareholder,
chairman of the board and chief executive officer of LCI. The lease began on
May 24, 1990, and is classified as an operating lease. The initial lease term
assumed by ATS expires October 31, 1998.

Future minimum lease payments under all non-cancelable operating leases with
initial terms of one year or more consisted of the following at October 31,
1997:

<TABLE>
<CAPTION>
RELATED
YEAR ENDING DECEMBER 31, PARTY OTHER
------------------------ ------- -----------
<S> <C> <C>
1998............................................... $81,874 $ 997,956
1999............................................... -- 833,947
2000............................................... -- 784,922
2001............................................... -- 750,748
2002............................................... -- 548,683
Thereafter.......................................... -- 1,535,365
------- -----------
Total minimum lease payments......................... $81,874 $ 5,451,621
======= ===========
</TABLE>

Rental expense for all operating leases, principally head-end land and
building facilities, amounted to $1,149,855 for the year ended December 31,
1996, and $982,484 for the ten months ended October 31, 1997. In addition, the
Company made total payments to the related party for office space of $81,874
for the year ended December 31, 1996, and $68,228 for the ten month period
ended October 31, 1997.

In addition to fixed rentals, certain leases require payment of maintenance
and real estate taxes and contain escalation provisions based on future
adjustments in price indices. It is expected that, in the normal course of
business, expiring leases will be renewed or replaced by leases on other
properties; thus, it is anticipated that future minimum operating lease
commitments will not be less than the annualized amount shown for the ten
months ended October 31, 1997.

NOTE G--LESSOR OPERATING LEASES

The Company is the lessor of tower and head-end equipment and microwave
equipment under operating leases expiring in various years through 2005.
Rental income from operating leases amounted to $5,909,260 for the year ended
December 31, 1996, and $7,624,515 for the ten months ended October 31, 1997.

Following is a summary of property held for lease at December 31, 1996 and
October 31, 1997:

<TABLE>
<CAPTION>
DECEMBER 31, OCTOBER 31,
1996 1997
------------ ------------
<S> <C> <C>
Tower, head-end equipment and microwave
equipment................................. $ 32,289,707 $ 33,025,202
Less accumulated depreciation.............. (20,271,612) (22,049,480)
------------ ------------
$ 12,018,095 $ 10,975,722
============ ============
</TABLE>

F-30
<PAGE>

MICRONET, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

Minimum future rentals to be received on non-cancelable leases consisted of
the following as of October 31, 1997:

<TABLE>
<CAPTION>
YEAR ENDING OCTOBER 31,
-----------------------
<S> <C>
1998....................................................... $ 7,778,174
1999....................................................... 5,481,722
2000....................................................... 4,671,884
2001....................................................... 3,327,044
2002....................................................... 831,607
Thereafter.................................................. 299,311
------------
$ 22,389,742
============
</TABLE>

NOTE H--OTHER INCOME

The schedules of other income for the year ended December 31, 1996, and ten
months ended October 31, 1997, are as follows:

<TABLE>
<CAPTION>
YEAR ENDED TEN MONTHS ENDED
DECEMBER 31, OCTOBER 31,
1996 1997
------------ ----------------
<S> <C> <C>
Interest income.............................. $ 42,504 $ 42,743
Gain (loss) on disposal of property and
equipment................................... 400 (9,062)
-------- --------
$ 42,904 $ 33,681
======== ========
</TABLE>

NOTE I--EMPLOYEE HEALTH BENEFIT PLAN

As a subsidiary of LCI, the Company participates in the Lenfest Group
Employee Health Plan (a trust) in order to provide health insurance for its
employees. This trust is organized under Internal Revenue Code Section
501(c)(9)--Voluntary Employee Beneficiary Association (VEBA). Benefits are
prefunded by contributions from the Company and all other participating LCI
subsidiaries. Insurance expense is recognized as incurred. The Company does
not provide postretirement benefits to its employees. Therefore, Statement of
Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions", does not have an impact on the
Company's financial statements.

NOTE J--401(k) PLAN

LCI provides a 401(k) retirement plan to the employees of its subsidiaries.
The Company, as an indirect wholly owned subsidiary, is entitled to
participate. The Company matches the entire amount contributed by an eligible
employee up to 5% of their salary, subject to regulatory limitations. For the
year ended December 31, 1996, the Company matched $112,033 of contributions.
For the ten months ended October 31, 1997, the Company matched $90,616.

NOTE K--RELATED PARTY TRANSACTIONS

The Company does business and generates revenue with subsidiaries of Tele-
Communications, Inc. ("TCI"), (a stockholder of LCI, through an indirect,
wholly owned subsidiary). The amount of revenues generated was $1,225,000 for
the year ended December 31, 1996, and $1,477,000 for the ten months ended
October 31, 1997. An additional $69,000 received from TCI was included in
customer service prepayments as of December 31, 1996 and October 31, 1997.

F-31
<PAGE>

MICRONET, INC. AND AFFILIATES

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)

All services provided to related parties were at standard billing rates.

Certain management services are provided to the Company by Suburban. Such
services include legal, tax, treasury, risk management, benefits
administration and other support services. Included in selling, general and
administrative expenses for the year ended December 31, 1996, and the ten
months ended October 31, 1997, were allocated expenses of $108,000 and
$90,000, respectively, related to these services. Allocated expenses are based
on Suburban's estimate of expenses related to the services provided to the
Company in relation to those provided to other affiliates of Suburban.
Management believes that these allocations were made on a reasonable basis.
However, the allocations are not necessarily indicative of the level of
expenses that might have been incurred had the Company contracted directly
with third parties. Management has not made a study or any attempt to obtain
quotes from third parties to determine what the cost of obtaining such
services from third parties would have been. The fees and expenses charged by
Suburban are subject to change.

The Company entered into a lease agreement with a principal stockholder of
LCI (See Note F).

F-32
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and
Stockholders of Diablo
Communications, Inc. (A California
S Corporation):

We have audited the accompanying balance sheets of Diablo Communications,
Inc. (the "Company"), as of December 31, 1995 and 1996, and the related
statements of income, stockholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1995 and
1996, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
San Francisco, California
November 4, 1997

F-33
<PAGE>

DIABLO COMMUNICATIONS, INC.
(A CALIFORNIA S CORPORATION)

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------ SEPTEMBER 30,
1995 1996 1997
----------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash................................. $ 515,896 $ 708,434 $ 554,201
Accounts receivable:
Trade, net of allowance for doubt-
ful accounts of $10,000 at each
date.............................. 292,971 334,926 398,844
Affiliates......................... 440,532 560,813 1,231,952
Prepaid and other current assets..... 242,436 160,678 199,702
----------- ----------- ----------
Total current assets............. 1,491,835 1,764,851 2,384,699
PROPERTY AND EQUIPMENT, net............ 1,720,423 2,952,926 2,992,593
INVESTMENT IN AFFILIATE................ 4,158 10,053 7,757
DEPOSITS AND OTHER ASSETS.............. 224,338 182,984 293,617
----------- ----------- ----------
TOTAL.................................. $ 3,440,754 $ 4,910,814 $5,678,666
=========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable..................... $ 191,258 $ 246,579 $ 188,624
Accrued expenses..................... 164,211 232,691 178,000
Deferred revenue..................... 340,556 364,865 250,056
Current portion of long-term debt.... 303,045 420,875 505,129
----------- ----------- ----------
Total current liabilities........ 999,070 1,265,010 1,121,809
----------- ----------- ----------
LONG-TERM DEBT......................... 925,002 1,786,410 1,732,390
----------- ----------- ----------
COMMITMENTS AND CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY:
Common stock, no par value,
10,000,000 shares authorized,
202,000 shares issued and outstand-
ing................................. 3,465,242 3,465,242 3,465,242
Accumulated deficit.................. (1,948,560) (1,605,848) (640,775)
----------- ----------- ----------
Total stockholders' equity....... 1,516,682 1,859,394 2,824,467
----------- ----------- ----------
TOTAL.................................. $ 3,440,754 $ 4,910,814 $5,678,666
=========== =========== ==========
</TABLE>

See notes to financial statements.

F-34
<PAGE>

DIABLO COMMUNICATIONS, INC.
(A CALIFORNIA S CORPORATION)

STATEMENTS OF INCOME

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
---------------------- ----------------------
1995 1996 1996 1997
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES:
Tower revenues............ $5,925,022 $6,337,292 $4,778,569 $5,878,022
Sublease revenues--related
party.................... 414,000 365,500 253,500 337,940
Management fees--related
party.................... 96,968 97,513 70,531 80,621
Insurance proceeds........ -- 213,000 -- --
---------- ---------- ---------- ----------
Total revenues.......... 6,435,990 7,013,305 5,102,600 6,296,583
---------- ---------- ---------- ----------
OPERATING EXPENSES:
General and administra-
tive..................... 1,229,313 1,414,136 1,036,774 968,071
Depreciation and amortiza-
tion..................... 283,023 416,883 359,184 359,856
Rent expense.............. 1,875,527 2,039,302 1,512,615 1,829,720
Technical................. 1,422,267 1,618,722 1,144,103 1,244,912
Sales and promotional..... 433,443 530,447 393,685 430,846
---------- ---------- ---------- ----------
Total operating ex-
penses................. 5,243,573 6,019,490 4,446,361 4,833,405
---------- ---------- ---------- ----------
INCOME FROM OPERATIONS...... 1,192,417 993,815 656,239 1,463,178
OTHER INCOME (EXPENSE),
NET........................ (120,388) (144,257) (90,335) 133,704
---------- ---------- ---------- ----------
NET INCOME.................. $1,072,029 $ 849,558 $ 565,904 $1,596,882
========== ========== ========== ==========
</TABLE>

See notes to financial statements.

F-35
<PAGE>

DIABLO COMMUNICATIONS, INC.
(A CALIFORNIA S CORPORATION)

STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
----------------------
OUTSTANDING ACCUMULATED
SHARES AMOUNT DEFICIT TOTAL
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1994.... 202,000 $3,465,242 $(1,689,475) $ 1,775,767
Cash and noncash
distributions to
stockholders............... (1,331,114) (1,331,114)
Net income.................. 1,072,029 1,072,029
------- ---------- ----------- -----------
BALANCE, DECEMBER 31, 1995.... 202,000 3,465,242 (1,948,560) 1,516,682
Cash distributions to stock-
holders.................... (506,846) (506,846)
Net income.................. 849,558 849,558
------- ---------- ----------- -----------
BALANCE, DECEMBER 31, 1996.... 202,000 3,465,242 (1,605,848) 1,859,394
Cash distributions to stock-
holders (unaudited)........ (631,809) (631,809)
Net income (unaudited)...... -- -- 1,596,882 1,596,882
------- ---------- ----------- -----------
BALANCE, SEPTEMBER 30, 1997
(unaudited).................. 202,000 $3,465,242 $ (640,775) $ 2,824,467
======= ========== =========== ===========
</TABLE>

See notes to financial statements.

F-36
<PAGE>

DIABLO COMMUNICATIONS, INC.
(A CALIFORNIA S CORPORATION)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
----------------------- ----------------------
1995 1996 1996 1997
---------- ----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING AC-
TIVITIES:
Net income................... $1,072,029 $ 849,558 $ 565,904 $1,596,882
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and amortiza-
tion....................... 283,023 416,883 359,184 359,856
Changes in assets and lia-
bilities:
Accounts receivable--
trade..................... (163,273) (30,000) (213,355) (63,918)
Accounts receivable--Affil-
iates..................... (244,175) (132,236) (74,543) (671,139)
Prepaid and other current
assets.................... (178,370) 81,758 (16,395) (39,024)
Deposits and other assets.. (37,181) 22,778 65,703 (108,337)
Accounts payable and ac-
crued expenses............ 115,175 123,801 (265,136) (112,646)
Deferred revenue........... 67,287 24,309 69,329 (114,809)
---------- ----------- ---------- ----------
Net cash provided by oper-
ating activities......... 914,515 1,356,851 490,691 846,865
---------- ----------- ---------- ----------
CASH FLOW FROM INVESTING
ACTIVITIES--Purchases of
property and equipment....... (948,781) (1,636,705) (1,219,152) (399,523)
---------- ----------- ---------- ----------
CASH FLOWS FROM FINANCING AC-
TIVITIES:
Long-term borrowings........ 500,000 1,250,000 1,250,000 217,075
Repayments of long-term
debt....................... (50,469) (270,762) (192,775) (186,841)
Cash distributions to stock-
holders.................... (880,193) (506,846) (362,171) (631,809)
---------- ----------- ---------- ----------
Net cash provided by (used
in) financing
activities............... (430,662) 472,392 695,054 (601,575)
---------- ----------- ---------- ----------
NET INCREASE (DECREASE) IN
CASH......................... (464,928) 192,538 (33,407) (154,233)
CASH, BEGINNING OF PERIOD..... 980,824 515,896 515,896 708,434
---------- ----------- ---------- ----------
CASH, END OF PERIOD........... $ 515,896 $ 708,434 $ 482,489 $ 554,201
========== =========== ========== ==========
SUPPLEMENTAL INFORMATION:
Cash paid for interest...... $ 92,384 $ 140,970 $ 91,988 $ 90,335
Noncash distribution to
stockholders............... 450,921 -- -- --
</TABLE>

See notes to financial statements.

F-37
<PAGE>

DIABLO COMMUNICATIONS, INC.
(A CALIFORNIA S CORPORATION)

NOTES TO FINANCIAL STATEMENTS
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
IS UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Corporate Structure--Diablo Communications, Inc. (the
"Company") is engaged in acquiring, developing and operating communications
towers, for use by radio operators as well as other communication related
businesses. As of December 31, 1996, the Company owned and/or operated 81
towers and rooftops throughout Northern California.

Sale of the Company--On October 9, 1997, substantially all of the Company's
assets were sold to American Tower Systems, Inc. ("ATS"). ATS also assumed the
Company's operating lease agreements and certain of the Company's liabilities
on that date. The sale price was approximately $40,000,000. Subsequent to the
sale, the Company changed its name and will pursue other business
opportunities as Tyris Corporation.

Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from these estimates.

Unaudited Interim Information--The financial information with respect to the
nine-month periods ended September 30, 1996 and 1997 is unaudited. In the
opinion of management, such information contains all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of the
results of such periods. The results of operations for the nine months ended
September 30, 1997 are not necessarily indicative of the results to be
expected for the full year.

Impairment of Long-Lived Assets--In March 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of ("FAS 121"). FAS 121 addresses the accounting for the
impairment of long-lived assets, certain intangibles and goodwill when events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. The Company adopted this statement during 1996 and the
impact on the Company's results of operations, liquidity or financial position
was not material.

Property and Equipment--Property and equipment are recorded at cost.
Depreciation is provided using the double-declining method over estimated
useful lives ranging from 3 to 15 years.

Investment in Affiliate--The Company owns a 25% interest in New Loma
Communications, Inc. which is accounted for using the equity method of
accounting.

Revenue Recognition--Tower and sublease revenues are recognized when earned
over the lease terms. Management fee revenues are recognized when earned over
the terms of the management contracts. Deferred revenue represents advance
payments by customers where related revenue is recognized when services are
provided.

S Corporation Election--The accompanying financial statements do not include
any provision for federal or state income taxes since the Company is treated
as a partnership under Subchapter S of the Internal Revenue Code and under
similar state income tax provisions. Accordingly, income or loss is allocated
to the shareholders and included in their tax returns.

Retirement Plan--Employees of the Company are eligible for participation in
a 401-K plan managed by the Company, subject to certain minimum age and
length-of-employment requirements. Under the plan, the Company does not match
the participants' contributions.

F-38
<PAGE>

DIABLO COMMUNICATIONS, INC.
(A CALIFORNIA S CORPORATION)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
IS UNAUDITED)

2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- SEPTEMBER 30,
1995 1996 1997
---------- ---------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Land and improvements................ $ 674,574 $1,017,949 $1,135,034
Towers............................... 533,175 1,342,178 1,543,206
Technical equipment.................. 387,451 508,212 510,097
Office equipment, furniture, fixtures
and other equipment................. 378,290 478,285 506,172
Construction in progress............. 209,592 473,163 631,241
---------- ---------- ----------
Total.............................. 2,183,082 3,819,787 4,325,750
Less accumulated depreciation and am-
ortization.......................... (462,659) (866,861) (1,333,157)
---------- ---------- ----------
Property and equipment, net.......... $1,720,423 $2,952,926 $2,992,593
========== ========== ==========
</TABLE>

Technical and office equipment include assets under capital leases of
$285,749, $285,749 and $288,698 at September 30, 1997, December 31, 1996 and
1995, respectively with related accumulated depreciation of $223,980, $199,588
and $167,065, respectively.

3. LONG-TERM DEBT

Outstanding amounts under the Company's financing arrangements consisted of
the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- SEPTEMBER 30,
1995 1996 1997
---------- ---------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Advances on bank term loan approved up
to $1,500,000, varying interest rates
at 9.44% to 9.85%.................... $1,250,000 $1,250,000
Notes payable to banks at interest
rates of prime plus 1.5%............. $ 858,333 658,333 525,000
Other notes payable to banks.......... 212,107 202,302 419,377
Capital lease obligations............. 157,607 96,650 43,142
---------- ---------- ----------
Total............................... 1,228,047 2,207,285 2,237,519
Less scheduled current maturities..... (303,045) (420,875) (505,129)
---------- ---------- ----------
Long-term debt........................ $ 925,002 $1,786,410 $1,732,390
========== ========== ==========
</TABLE>

In October 1997, the Company's long-term debt was either assumed by ATS or
repaid by the Company with proceeds from the sale of assets to ATS (see Note
1--"Sale of the Company").

F-39
<PAGE>

DIABLO COMMUNICATIONS, INC.
(A CALIFORNIA S CORPORATION)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
IS UNAUDITED)

4. COMMITMENTS AND CONTINGENCIES

The Company leases various technical and office equipment under capital
leases and certain office space and other real property under noncancelable
operating leases. Future minimum lease payments under these operating and
capital leases are as follows:

<TABLE>
<CAPTION>
OPERATING CAPITAL
LEASES LEASES
---------- --------
<S> <C> <C>
Year ending December 31:
1997................................................ $ 662,260 $ 73,529
1998................................................ 613,607 31,161
1999................................................ 608,642
2000................................................ 567,817
2001................................................ 510,557
Thereafter.......................................... 2,808,872
---------- --------
Total............................................. $5,771,755 104,690
==========
Less interest portion................................... (8,040)
--------
Present value of minimum lease payments................. $ 96,650
========
</TABLE>

5. RELATED PARTY TRANSACTIONS

New Loma Communications, Inc., is a corporation in which the Company owns
25% of the outstanding capital stock.

Drake Industrial Park, Inc. and Diablo Communications of Southern
California, Inc. are corporations under common ownership as that of the
Company.

During the nine months ended September 30, 1996 and 1997 and the years ended
December 31, 1995 and 1996, the Company received income from New Loma
Communications, Inc., as follows:

<TABLE>
<CAPTION>
YEARS ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
----------------- -----------------
1995 1996 1996 1997
-------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Sublease revenues........................ $414,000 $365,500 $253,500 $337,940
Management services...................... 96,968 97,513 70,531 80,621
-------- -------- -------- --------
Total.................................. $510,968 $463,013 $324,031 $418,561
======== ======== ======== ========
</TABLE>

The Company had the following accounts receivable from affiliates:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- SEPTEMBER 30,
1995 1996 1997
-------- -------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Diablo Communications of Southern Califor-
nia, Inc................................. $391,872 $517,400 $1,214,622
New Loma Communications................... 48,660 27,859 176
Drake Industrial Park, Inc................ 15,554 17,154
-------- -------- ----------
Total................................... $440,532 $560,813 $1,231,952
======== ======== ==========
</TABLE>

F-40
<PAGE>

DIABLO COMMUNICATIONS, INC.
(A CALIFORNIA S CORPORATION)

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1997
IS UNAUDITED)

6. SPIN-OFF OF SOUTHERN CALIFORNIA OPERATION--NONCASH DISTRIBUTION TO
STOCKHOLDERS

In order to establish a separate company under which to conduct Southern
California business, on September 1, 1995, all of the Company's Southern
California communication site leases, customer contracts, affiliated
receivables, communication site equipment, vehicles, vehicle obligations,
office lease and contracts, and office equipment were distributed to the
Company's stockholders at net book value according to their pro rata
ownership. The net book value of such distribution was $450,921.

The Company's 1995 statement of income includes a net loss from the Southern
California operations of $318,291 for the eight months ended August 31, 1995.

7. MT. DIABLO COMMUNICATION SITE DAMAGE

On December 12, 1995, a severe wind destroyed the tower at the Company's Mt.
Diablo communication facility. The Company received insurance proceeds
totalling approximately $434,000 in 1996. Of these proceeds, $126,000 was
capitalized in property and equipment, $213,000 was recorded as revenue and
$95,000 was recorded as a reduction of operating expenses.

8. FUTURE LEASE INCOME

The Company has long-term, non-cancelable agreements under operating leases
for license fee income. Future minimum annual lease income at December 31,
1996 is as follows:

<TABLE>
<S> <C>
Year ending December 31:
1997..................................................... $ 3,263,693
1998..................................................... 2,786,793
1999..................................................... 1,935,638
2000..................................................... 1,493,622
2001..................................................... 964,394
Thereafter............................................... 593,206
-----------
Total.................................................. $11,037,346
===========
</TABLE>

F-41
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Diablo Communications of Southern California, Inc.

We have audited the balance sheets of Diablo Communications of Southern
California, Inc. (a California S Corporation) (the "Company") as of December
31, 1995 and December 31, 1996 and the related statements of operations,
stockholders' equity and cash flows for the period from September 1, 1995
(inception) to December 31, 1995 and for the year ended December 31, 1996.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit of the financial statements
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above, present fairly,
in all material respects, the financial position of Diablo Communications of
Southern California, Inc. as of December 31, 1995 and December 31, 1996, and
the results of its operations and its cash flows for the period from September
1, 1995 (inception) to December 31, 1995 and the year ended December 31, 1996
in conformity with generally accepted accounting principles.

As emphasized in Note 9 to the financial statements, during October 1997,
the Company sold substantially all of its assets to an outside party.

Rooney, Ida, Nolt & Ahern
Certified Public Accountants

Oakland, California
February 7, 1997
October 9, 1997 as to note 9
to the financial statements

F-42
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
---------------------- SEPTEMBER 30,
1995 1996 1997
--------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash................................... $ 204,781 $ 61,043 $ 15,094
Accounts receivable, trade............. 7,591 27,245 12,914
Prepaid expenses....................... 1,272 2,462 24,990
--------- ----------- -----------
Total current assets................. 213,644 90,750 52,998
--------- ----------- -----------
PROPERTY AND EQUIPMENT--net.............. 441,105 1,013,434 1,667,418
--------- ----------- -----------
OTHER ASSETS:
Prepaid expenses--net.................. 2,348 7,970 6,468
Deposits............................... 6,976 10,776 11,146
--------- ----------- -----------
Total other assets................... 9,324 18,746 17,614
--------- ----------- -----------
TOTAL.................................... $ 664,073 $ 1,122,930 $ 1,738,030
========= =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIENCY)
CURRENT LIABILITIES:
Notes and contracts payable............ $ 283,544 $ 310,522 $ 382,494
Accounts payable....................... 148,438 447,232 1,242,179
Customer fees advanced................. 1,707 12,839 17,426
Accrued liabilities.................... 5,419 16,023 11,634
--------- ----------- -----------
Total current liabilities............ 439,108 786,616 1,653,733
--------- ----------- -----------
LONG-TERM DEBT........................... 21,139 930,617 1,065,417
--------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock, no par value, 10,000,000
shares authorized, 1,000,000 issued
and outstanding....................... 450,921 450,921 450,921
Accumulated deficit.................... (247,095) (1,045,224) (1,432,041)
--------- ----------- -----------
Total stockholders' equity
(deficiency)........................ 203,826 (594,303) (981,120)
--------- ----------- -----------
TOTAL.................................... $ 664,073 $ 1,122,930 $ 1,738,030
========= =========== ===========
</TABLE>

See notes to financial statements.

F-43
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
SEPTEMBER 1, NINE MONTHS ENDED
(INCEPTION) TO YEAR ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, -----------------------
1995 1996 1996 1997
-------------- ------------ ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
NET REVENUES............... $ 45,445 $ 408,555 $ 251,733 $ 660,195
OPERATING EXPENSES:
Operating expenses,
excluding depreciation
and amortization and
corporate general and
administrative
expenses................ 49,488 319,011 196,377 402,945
Depreciation and
amortization............ 8,459 29,405 22,123 32,886
Corporate general and
administrative.......... 226,528 776,063 604,853 500,014
--------- ---------- --------- ---------
Total operating
expenses.............. 284,475 1,124,479 823,353 935,845
--------- ---------- --------- ---------
OPERATING LOSS............. (239,030) (715,924) (571,620) (275,650)
--------- ---------- --------- ---------
OTHER INCOME (EXPENSES):
Interest expense......... (8,656) (85,911) (54,096) (113,643)
Interest income.......... 1,391 4,506 3,461 3,276
--------- ---------- --------- ---------
Total other income
(expenses)............ (7,265) (81,405) (50,635) (110,367)
--------- ---------- --------- ---------
LOSS FROM OPERATIONS BEFORE
INCOME TAXES.............. (246,295) (797,329) (622,255) (386,017)
INCOME TAX PROVISION....... 800 800 800 800
--------- ---------- --------- ---------
NET LOSS................... $(247,095) $ (798,129) $(623,055) $(386,817)
========= ========== ========= =========
</TABLE>

See notes to financial statements.

F-44
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK DEFICIT TOTAL
------------ ----------- ---------
<S> <C> <C> <C>
BALANCES, SEPTEMBER 1, 1995 (inception)... $450,921 $ -0- $ 450,921
Net loss................................ (247,095) (247,095)
-------- ----------- ---------
BALANCES, DECEMBER 31, 1995............... 450,921 (247,095) 203,826
Net loss................................ (798,129) (798,129)
-------- ----------- ---------
BALANCES, DECEMBER 31, 1996............... 450,921 (1,045,224) (594,303)
Net loss (unaudited).................... (386,817) (386,817)
-------- ----------- ---------
BALANCES, SEPTEMBER 30, 1997.............. $450,921 $(1,432,041) $(981,120)
======== =========== =========
</TABLE>

See notes to financial statements.

F-45
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
SEPTEMBER 1 NINE MONTHS ENDED
(INCEPTION) TO YEAR ENDED SEPTEMBER 30,
DECEMBER 31, DECEMBER 31, -----------------------
1995 1996 1996 1997
-------------- ------------ ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss.................. $(247,095) $ (798,129) $(623,055) $(386,817)
--------- ---------- --------- ---------
Adjustments to reconcile
net loss to cash used by
operating activities:
Depreciation and
amortization............ 8,459 29,405 21,517 32,886
Changes in assets and
liabilities:
Accounts receivable.... (7,591) (19,654) (23,386) 14,331
Prepaid expenses....... (1,151) (1,190) (4,129) (22,528)
Deposits............... (4,096) (3,800) (3,800) (370)
Accounts payable and
accrued expenses...... 153,857 309,398 119,535 790,558
Customer fees
advanced.............. 1,707 11,132 (1,707) 4,587
--------- ---------- --------- ---------
Total adjustments........ 151,185 325,291 108,030 819,464
--------- ---------- --------- ---------
Cash provided (used) by
operating activities...... (95,910) (472,838) (515,025) 432,647
--------- ---------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Collection on note
receivable.............. 81,310
Purchase of property and
equipment............... (50,449) (599,856) (371,191) (685,368)
Organization costs....... (2,516)
Loan fees................ (7,500) (7,500)
--------- ---------- --------- ---------
Cash provided (used) by
investing activities...... 28,345 (607,356) (378,691) (685,368)
--------- ---------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from debt....... 275,000 1,000,000 750,000 248,751
Repayment of debt........ (2,654) (63,544) (47,523) (41,979)
--------- ---------- --------- ---------
Cash provided by financing
activities................ 272,346 936,456 702,477 206,772
--------- ---------- --------- ---------
INCREASE (DECREASE) IN
CASH...................... 204,781 (143,738) (191,239) (45,949)
CASH, BEGINNING OF PERIOD.. -0- 204,781 204,781 61,043
--------- ---------- --------- ---------
CASH, END OF PERIOD........ $ 204,781 $ 61,043 $ 13,542 $ 15,094
========= ========== ========= =========
</TABLE>

See notes to financial statements.

F-46
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of business:

The Company develops and operates telecommunications sites in Southern
California. The Company has a broad customer base which includes specialized
mobile radio companies, paging companies, cellular telephone providers,
broadcasters, emergency services, various private and governmental two-way
radio users, and other entities with wireless communications needs.

Revenues are generated primarily from individual license agreements which
entitle a customer to use an antenna system or antenna tower space, and to use
on-site space in a climate controlled building for their transmitters,
receivers, and related equipment.

For most of its sites, the Company holds a long-term lease interest. As a
recognized full service site manager, the Company also manages sites for
outside site owners.

Allowances for doubtful accounts:

The Company uses the allowance method for accounting for bad debts. An
allowance for bad debts has not been provided currently since the Company's
bad debt experience indicates that the amount would not be material.

Leases:

Leases meeting certain criteria are treated as capital leases requiring
related assets and lease obligations to be recorded at their present value in
the financial statements. Other leases, not qualifying under these criteria,
are treated as operating leases for which rentals are charged to expense.

S Corporation election:

The Company has elected, by unanimous consent of its stockholders, to have
its income taxed directly to the stockholders. Accordingly, provision for
income taxes, except for an $800 minimum state franchise taxes, has not been
made. Deferred income taxes have not been recorded because such amounts are
immaterial.

Property and equipment:

Property and equipment are recorded at cost and depreciation is computed
using a combination of straight-line and accelerated methods of accounting
over useful lives of 5 to 15 years.

Organization costs and loan fees:

Organization costs and loan fees are amortized using the straight-line
method of accounting over 5 years.

Unaudited interim financial information:

In the opinion of management, the financial statements for the unaudited
periods presented include all adjustments necessary for a fair presentation in
accordance with generally accepted accounting principles, consisting solely of
normal recurring accruals and adjustments. The results of operations and cash
flows for the nine months ended September 30, 1996 and September 30, 1997 are
not necessarily indicative of results which would be expected for a full year.

F-47
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Use of estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of disclosures. Accordingly,
actual results could differ from those estimates.

Concentration of Credit Risk:

The Company extends credit to customers on an unsecured basis in the normal
course of business. No individual customer is significant to the Company's
customer base. The Company has policies governing the extension of credit and
collection of amounts due from customers.

Recognition of Revenues:

Tower and sublease revenues are recognized when earned over the lease terms.
Management fee revenues are recognized when earned over the terms of the
management contracts.

Corporate general and administrative expenses:

Corporate general and administrative expenses consists of corporate overhead
costs not specifically allocable to any of the Company's direct operating
profit centers.

Impairment of long-lived assets:

In accordance with Statement of Financial Accounting Standards No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of ", the company assesses on an on-going basis the
recoverability of intangible assets based on estimates of future undiscounted
cash flows for the applicable business acquired compared to net book value. If
the future undiscounted cash flow estimate is less than net book value, net
book value is then reduced to the undiscounted cash flow estimate. The Company
also evaluates the amortization periods of intangible assets to determine
whether events or circumstances warrant revised estimates of useful lives. As
of September 30, 1997, management believes that no revisions to the remaining
useful lives or writedowns of deferred charges are required.

Fair value of financial instruments:

The Company believes that the carrying value of all financial instruments is
a reasonable estimate of fair value as of December 31, 1996 and September 30,
1997.

Retirement plan:

Employees of the Company, through its affiliate Diablo Communications, Inc.,
are eligible for participation in a 401(k) plan, subject to certain minimum
age and length-of-employment requirements. The plan does not provide for any
Company contributions.

Supplemental cash flow information:

For financial statement purposes of the statements of cash flows, the
Company issued capital stock in exchange for $450,921 in net assets, primarily
property and equipment on September 1, 1995.

Cash payments for interest approximated $8,656, $71,256, $50,653 and
$116,663 for period September 1, 1995 to December 31, 1995, for the year ended
December 31, 1996 and the nine months ended September 30, 1996 and 1997,
respectively.

F-48
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Cash payments for income taxes was $800 for the period September 1, 1995 to
December 31, 1995, for the year ended December 31, 1996 and the nine months
ended September 30, 1996 and 1997, respectively.

NOTE 2. COMPANY ORGANIZATION:

In order to establish a separate company under which to conduct business in
Southern California, on September 1, 1995, Diablo Communications, Inc.
distributed all of its Southern California communication site leases, customer
contracts, affiliated receivables, communication site equipment, vehicles,
vehicle obligations, office lease and contracts, and office equipment to its
stockholders according to their pro rata ownership. The stockholders then
contributed these assets in exchange for 1,000,000 shares of capital stock.
The net value of this contribution was $450,921.

NOTE 3. PROPERTY AND EQUIPMENT:

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------- SEPTEMBER 30,
1995 1996 1997
-------- ---------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Land improvements.......................... $ 8,276 $ 48,770 $ 48,770
Towers and wiring.......................... 6,261 31,815 205,269
Equipment.................................. 19,190 26,477 26,477
Office furniture and equipment............. 27,729 27,729 27,729
Computers and software..................... 23,718 24,746 24,746
Vehicles................................... 27,546 27,546 27,546
Construction in progress................... 355,276 880,769 1,392,684
-------- ---------- ----------
Total.................................... 467,996 1,067,852 1,753,221
-------- ---------- ----------
Less accumulated depreciation............ 26,891 54,418 85,803
-------- ---------- ----------
Property and equipment, net.............. $441,105 $1,013,434 $1,667,418
======== ========== ==========
</TABLE>

NOTE 4. RELATED PARTY TRANSACTIONS:

Richard D. Spight and the Mary C. Spight Family Trust are the majority
stockholders of Diablo Communications of Southern California, Inc. and Diablo
Communications, Inc.

At the end of each period, the Company owed the following amounts to Diablo
Communications, Inc:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------- SEPTEMBER 30,
1995 1996 1997
-------- -------- -------------
(UNAUDITED)
<S> <C> <C> <C>
Note payable at 8.68%....................... $275,000 $220,000 $ 183,333
Accounts payable............................ 116,872 297,400 1,214,622
</TABLE>

After the sale of the Company's assets on October 9, 1997, these related
note and accounts payable were paid in full.

Interest expense on this related party note payable was $4,776, $22,424,
$17,335 and $13,290 for the period September 30, 1995 (inception) to December
31, 1995, year ended December 31, 1996 and for the nine month periods ended
September 30, 1996 and September 30, 1997, respectively.

F-49
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

NOTE 5. NOTES PAYABLE:

The Company has taken advances against a bank term loan approved for
$1,500,000. The Company pays interest only on the advances at rates ranging
from 9.44% to 9.85%. The line of credit requires that certain financial
covenants be maintained. The note is secured by a blanket lien on all of the
Company's assets.

During March 1997, the Company entered into an unsecured credit agreement
with American Tower Systems, Inc., that provides the Company with a $650,000
unsecured loan commitment of which $248,751 was outstanding at September 30,
1997. The Company pays interest only on the advances at prime, currently 8.5%.
The note matures at the earlier of consummation of the sale or June 30, 2000.

The Company repaid all advances on both of these notes after the sale of
substantially all its assets.

NOTE 6. LONG-TERM DEBT:

Maturities of long-term debt for the years subsequent to December 31, 1996,
are as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1997.......................................................... $ 87,689
1998.......................................................... 204,759
1999.......................................................... 205,199
2000.......................................................... 201,841
2001.......................................................... 200,000
Thereafter..................................................... 116,666
----------
Totals........................................................ $1,016,154
==========
</TABLE>

NOTE 7. COMMITMENTS:

Capital leases:

The future minimum lease payments under capital leases for communications
equipment and certain office equipment in effect at December 31, 1996 are as
follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1997............................................................ $ 3,422
1998............................................................ 2,282
-------
Total........................................................... 5,704
Less interest portion........................................... 719
-------
Present value of minimum lease payments......................... 4,985
Less current installments....................................... 2,833
-------
Long-term obligations under capital leases...................... $ 2,152
=======
Cost of equipment under capital leases.......................... $12,946
Less accumulated depreciation to December 31, 1996.............. 7,625
-------
Net............................................................. $ 5,321
=======
Current depreciation expense.................................... $ 2,129
=======
</TABLE>

F-50
<PAGE>

DIABLO COMMUNICATIONS OF SOUTHERN CALIFORNIA, INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Operating leases:

At December 31, 1996, the Company was liable for various leases of office
space and other real and personal property which require future minimum annual
rental payments as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1997............................... $231,937
1998............................... 211,661
1999............................... 216,298
2000............................... 193,998
2001............................... 62,950
Thereafter.......................... -0-
--------
Total.............................. $916,844
========
</TABLE>

In addition, the Company is liable for various real property leases based on
percentages of gross income ranging from 25% to 70%.

Rental expenses for these operating leases were $35,611, $271,419, $173,407
and $344,987, for the period September 1, 1995 (inception) to December 31,
1995, the year ended December 31, 1996 and for the nine month periods ended
September 30, 1996 and September 30, 1997, respectively.

NOTE 8. FUTURE LEASE INCOME:

At December 31, 1996, the Company has long-term, non-cancelable agreements
under operating-type leases for license fee income. Future minimum annual
lease income is as follows:

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1997............................. $ 659,445
1998............................. 585,155
1999............................. 434,161
2000............................. 287,430
2001............................. 193,657
Thereafter........................ -0-
----------
Total............................ $2,159,848
==========
</TABLE>

NOTE 9. SUBSEQUENT EVENT:

On October 9, 1997 the Company, along with Diablo Communications, Inc., a
related company, sold substantially all of its assets to American Tower
Systems, Inc. (ATS) for a combined purchase price of approximately $46.5
million. DCSC's allocable share of the purchase price is approximately $5.4
million. Some of DCSC's liabilities were included in the transaction.

F-51
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors, Stockholders and Partners of
Meridian Communications
Calabasas, California:

We have audited the accompanying combined balance sheets of Meridian
Communications (the "Company") as of December 31, 1995 and 1996, and the
related combined statements of income, partners' capital and stockholders'
equity, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

In our opinion, such combined financial statements present fairly, in all
material respects, the financial position of the Company as of December 31,
1995 and 1996, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Long Beach, California
October 31, 1997

F-52
<PAGE>

MERIDIAN COMMUNICATIONS

COMBINED BALANCE SHEETS

DECEMBER 31, 1995 AND 1996 AND JUNE 30, 1997

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------- JUNE 30,
1995 1996 1997
---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................. $ 30,897 $ 63,665 $ 21,168
Accounts receivable:
Trade, net of allowance for doubtful ac-
counts of $1,244 and $10,118 in 1995 and
1996, respectively, and $17,720 (unau-
dited) at June 30, 1997................... 60,961 80,190 103,709
Other accounts receivable (Note 8)......... 19,461 25,889 2,260,295
Prepaid expenses and other current assets.. 79,044 77,108 122,366
---------- ---------- ----------
Total current assets..................... 190,363 246,852 2,507,538
PROPERTY AND EQUIPMENT, Net (Note 2)......... 2,523,929 2,917,751 3,147,692
INTANGIBLES, Net............................. 22,000 141,948 112,292
OTHER ASSETS................................. 1,859 2,259 6,299
---------- ---------- ----------
TOTAL........................................ $2,738,151 $3,308,810 $5,773,821
========== ========== ==========
LIABILITIES AND PARTNERS' CAPITAL AND
STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Current maturities of long-term loans pay-
able to shareholder and partner (Note 7).. $ 119,121 $ 234,607 $ 477,388
Accounts payable and accrued expenses...... 175,627 182,441 286,803
Security and other deposits................ 128,208 231,154 131,611
---------- ---------- ----------
Total current liabilities................ 422,956 648,202 895,802
---------- ---------- ----------
LONG-TERM LOANS PAYABLE TO SHAREHOLDER AND
PARTNER (Note 7)............................ 553,533 1,012,681 918,808
DEFERRED REVENUE............................. 214,918 279,641 186,413
COMMITMENTS AND CONTINGENCIES (Note 3)
PARTNERS' CAPITAL AND STOCKHOLDERS' EQUITY:
Common stock; $1.00 par value; 75,000
shares authorized; 4,000 shares issued and
outstanding............................... 4,000 4,000 4,000
Additional paid-in capital................. 16,632 16,632 16,632
Partners' capital.......................... 631,690 507,245 2,734,202
Retained earnings.......................... 894,422 840,409 1,017,964
---------- ---------- ----------
Total partners' capital and stockholders'
equity.................................. 1,546,744 1,368,286 3,772,798
---------- ---------- ----------
TOTAL........................................ $2,738,151 $3,308,810 $5,773,821
========== ========== ==========
</TABLE>

See accompanying notes to combined financial statements.

F-53
<PAGE>

MERIDIAN COMMUNICATIONS

COMBINED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 1995 AND 1996 AND SIX MONTHS ENDED JUNE 30, 1996 AND
1997

<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31, SIX MONTHS ENDED JUNE 30,
---------------------- --------------------------
1995 1996 1996 1997
---------- ---------- ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES:
Site use................. $3,918,420 $4,165,919 $ 2,103,614 $ 2,278,612
Site management.......... 72,337 125,348 51,355 52,178
Repeater service......... 140,945 206,556 67,319 54,087
---------- ---------- ------------ ------------
Total revenues......... 4,131,702 4,497,823 2,222,288 2,384,877
EXPENSES:
Operating expenses,
excluding depreciation
and amortization........ 3,034,285 3,217,369 1,543,333 1,730,211
Depreciation and
amortization............ 303,197 416,369 202,154 210,983
---------- ---------- ------------ ------------
OPERATING INCOME........... 794,220 864,085 476,801 443,683
OTHER INCOME (EXPENSE):
Interest and other income
(expense)............... 5,155 3,581 23,311 (17,741)
Interest expense to
shareholder and
partner (Note 6)........ (36,111) (73,126) (36,712) (61,968)
Gain on sale of business
(Note 8)................ 3,080,563
---------- ---------- ------------ ------------
Total other income (ex-
pense)................ (30,956) (69,545) (13,401) 3,000,854
---------- ---------- ------------ ------------
INCOME BEFORE INCOME TAX-
ES........................ 763,264 794,540 463,400 3,444,537
INCOME TAXES............... 800 800 3,145 2,526
---------- ---------- ------------ ------------
NET INCOME................. $ 762,464 $ 793,740 $ 460,255 $ 3,442,011
========== ========== ============ ============
</TABLE>

See accompanying notes to combined financial statements.

F-54
<PAGE>

MERIDAN COMMUNICATIONS

COMBINED STATEMENTS OF PARTNERS' CAPITAL AND STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 1995 AND 1996 AND SIX MONTHS ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN PARTNERS' RETAINED
STOCK CAPITAL CAPITAL EARNINGS TOTAL
------ ---------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31,
1994................... $4,000 $16,632 $ 630,902 $ 987,093 $ 1,638,627
Net income (loss)....... 855,135 (92,671) 762,464
Cash distributions...... (854,347) (854,347)
------ ------- ----------- ---------- -----------
BALANCE, DECEMBER 31,
1995................... 4,000 16,632 631,690 894,422 1,546,744
Net income (loss)....... 847,753 (54,013) 793,740
Cash distributions...... (972,198) (972,198)
------ ------- ----------- ---------- -----------
BALANCE, DECEMBER 31,
1996................... 4,000 16,632 507,245 840,409 1,368,286
Net income (Unaudited).. 3,264,456 177,555 3,442,011
Cash distributions (Un-
audited)............... (1,037,499) (1,037,499)
------ ------- ----------- ---------- -----------
BALANCE, JUNE 30, 1997
(Unaudited)............ $4,000 $16,632 $ 2,734,202 $1,017,964 $ 3,772,798
====== ======= =========== ========== ===========
</TABLE>

See accompanying notes to combined financial statements.

F-55
<PAGE>

MERIDIAN COMMUNICATIONS

COMBINED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1995 AND 1996 AND SIX MONTHS ENDED JUNE 30, 1996 AND
1997

<TABLE>
<CAPTION>
YEARS ENDED SIX MONTHS ENDED
DECEMBER 31, JUNE 30,
---------------------- ----------------------
1995 1996 1996 1997
---------- ---------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING AC-
TIVITIES:
Net income.................... $ 762,464 $ 793,740 $ 460,255 $ 3,442,011
Adjustments to reconcile net
income to net cash
provided by operating activi-
ties:
Depreciation and amortiza-
tion......................... 303,197 416,369 202,154 210,983
Provision for doubtful ac-
counts....................... (907) 8,874 1,955 7,748
Loss (gain) on disposal of
property and equipment....... 7,315 8,954 (2,922,335)
Changes in operating assets
and liabilities:
Accounts receivable--trade... 45,358 (28,108) (5,500) (31,266)
Accounts receivable--other... 10,136 (6,428) 11,962 15,594
Prepaid expenses and other
current assets.............. (23,359) 1,936 (76,357) (45,258)
Other assets................. (59) (400) (4,200) (4,040)
Accounts payable and accrued
expenses.................... 47,801 (23,185) 255,826 153,552
Security and other depos-
its......................... 9,679 2,946 (400) 457
Deferred revenue............. 28,628 64,723 5,500 (93,228)
---------- ---------- --------- -----------
Net cash provided by operat-
ing activities............. 1,182,938 1,237,782 860,149 734,218
---------- ---------- --------- -----------
CASH FLOWS FROM INVESTING AC-
TIVITIES:
Purchase of property and
equipment.................... (716,932) (857,562) (312,264) (508,699)
Proceeds from sale of property
and equipment................ 42,609 29,175 750,575
Purchase of intangibles....... (122,500)
Receipt of deposits for re-
peater services.............. 130,000
Application of deposits for
repeater services............ (130,000)
---------- ---------- --------- -----------
Net cash provided by (used
in) investing activities... (716,932) (807,453) (283,089) 111,876
---------- ---------- --------- -----------
CASH FLOWS FROM FINANCING AC-
TIVITIES:
Borrowings from shareholder
and partner.................. 400,000 655,000 100,000 219,000
Repayments on loans from
shareholder and partner...... (37,346) (80,366) (26,432) (70,092)
Cash distributions............ (854,347) (972,195) (486,101) (1,037,499)
---------- ---------- --------- -----------
Net cash provided by (used
in) financing activities... (491,693) (397,561) (412,533) (888,591)
---------- ---------- --------- -----------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS.............. (25,687) 32,768 164,527 (42,497)
CASH AND CASH EQUIVALENTS, BE-
GINNING OF PERIOD............. 56,584 30,897 30,897 63,665
---------- ---------- --------- -----------
CASH AND CASH EQUIVALENTS, END
OF PERIOD..................... $ 30,897 $ 63,665 $ 195,424 $ 21,168
========== ========== ========= ===========
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION--
Cash paid during the period
for:
Interest...................... $ 36,111 $ 72,673 $ 13,087 $ 33,168
Income taxes.................. $ 0 $ 900 $ 900 $ 800
</TABLE>

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
-- During December 1996, the Company acquired equipment by incurring accrued
expenses in the amount of $19,191.
-- During February 1997, the Company received a non-trade account receivable
in the amount of $2,250,000 from the sale of a repeater system.

See accompanying notes to combined financial statements.

F-56
<PAGE>

MERIDIAN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1995 AND 1996 AND SIX MONTHS ENDED JUNE 30, 1996 AND
1997
(INFORMATION PERTAINING TO THE SIX MONTHS ENDED JUNE 30, 1996 AND 1997 IS
UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General--The combined financial statements include the accounts of Meridian
Sales and Services Company ("MSSC"), a California S corporation, Meridian
Communications North ("MCN"), a general partnership, and Meridian Radio Sites
("MRS"), a general partnership (referred to collectively as Meridian
Communications or the "Company") which share common ownership and management.
All significant intercompany balances and transactions have been eliminated in
combination.

Meridian Communications develops and manages telecommunication antenna site
facilities and repeater (mobile relay) equipment throughout Southern
California.

Cash and Cash Equivalents--Cash and cash equivalents include cash in the
bank as well as short-term investments with an original maturity of three
months or less.

Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Property and Equipment--Property and equipment are stated at cost less
accumulated depreciation. Major renewals or betterments are capitalized and
depreciated over their estimated useful lives. Repairs and maintenance are
charged to expense in the period incurred.

Depreciation for financial statements purposes is computed using the
straight-line method over the estimated useful lives of the assets. Buildings
and leasehold improvements are depreciated over a period of 20 years, antenna
site equipment over a period of 7 years, and office furniture, equipment, and
automobiles over a period of 5 years.

Intangibles--Intangible assets are primarily comprised of the rights to a
site lease acquired in 1996 and, to a lesser extent, an FCC license. The FCC
license was sold in February 1997 with the sale of the assets used in
connection with the repeater business for $3,000,000 (see Note 8). The site
lease rights are amortized on a straightline basis over the remainder of the
lease term of 8 years.

F-57
<PAGE>

MERIDIAN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION PERTAINING TO THE SIX MONTHS ENDED JUNE 30, 1996 AND 1997 IS
UNAUDITED)

Long-Lived Assets--The Company records impairment losses on long-lived
assets when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets.

Concentration of Credit Risk--The Company performs ongoing credit evaluation
of its customers' financial condition and generally requires a one-month
security deposit from its customers. As of December 31, 1996, the Company had
no significant concentrations of credit risk.

Revenue Recognition and Deferred Revenue--Revenue is recorded when services
are provided, according to rates set forth in customer contracts. Deferred
revenue is recorded when services are paid in advance of performance.

Income Taxes--The Company is comprised of an S corporation and two
partnerships for federal and state income tax purposes. The stockholders and
partners report any income or loss of the Company directly on their personal
tax returns. State income tax expense is computed using statutory tax rates
applicable to S corporations.

Interim Financial Statements--The accompanying combined balance sheet as of
June 30, 1997 and the combined statements of income, partners' capital and
stockholders' equity, and cashflows for the six months ended June 30, 1997 and
1996 are unaudited. In the opinion of management, such unaudited financial
statements include all adjustments necessary to present fairly the information
set forth therein. These adjustments consist of normal recurring adjustments.
The results of operations for such interim periods are not necessarily
indicative of results for the full year.

2. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------- JUNE 30,
1995 1996 1997
----------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Land.............................. $ 28,839 $ 28,839 $ 28,839
Antenna site equipment............ 2,258,476 2,518,713 2,315,813
Buildings and leasehold improve-
ments............................ 1,767,261 1,793,290 1,793,290
Office furniture, equipment and
automobiles...................... 259,586 247,260 248,342
Construction in progress.......... 195,787 687,006 1,167,466
----------- ---------- -----------
4,509,949 5,275,108 5,553,750
Less accumulated depreciation and
amortization..................... (1,986,020) (2,357,357) (2,406,058)
----------- ---------- -----------
$ 2,523,929 $2,917,751 $ 3,147,692
=========== ========== ===========
</TABLE>

F-58
<PAGE>

MERIDIAN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION PERTAINING TO THE SIX MONTHS ENDED JUNE 30, 1996 AND 1997 IS
UNAUDITED)

3. LEASE COMMITMENTS

The Company leases office and antenna site facilities under operating lease
agreements through the year 2009. One of the facilities is leased from a
shareholder of MSSC for $28,800 annually. This lease expires December 31,
1997. The Company is committed to minimum rental payments under leases
(exclusive of real estate taxes, maintenance and other related charges) at
December 31, 1996, as follows:

Years Ended December 31:
<TABLE>
<S> <C>
1997............................................................ $ 512,706
1998............................................................ 495,449
1999............................................................ 441,866
2000............................................................ 319,169
2001............................................................ 275,987
Thereafter...................................................... 2,100,576
----------
$4,145,753
==========
</TABLE>

Rent expense charged to operations for the years ended December 31, 1995 and
1996 amounted to $629,242 and $727,427, respectively, of which $20,400 and
$28,800, respectively, was paid to the shareholder. Rent expense charged to
operations for the six months ended June 30, 1996 and 1997 amounted to
$311,266 and $414,990, respectively, of which $14,400 was paid to the
shareholder in both periods.

4. INCOME TAXES

The Company's provision for income taxes for the years ended December 31,
1995 and 1996 consists of a minimum state liability of $800 for each year
which is assessed to MSSC.

The Company does not pay federal corporate income taxes on its taxable
income. Instead, the stockholders and partners are liable for individual
federal and state income taxes on their respective shares of the Company's
taxable income. The Corporation continues to pay a California surtax of 1.5%
of taxable income or the minimum state tax, whichever is greater.

5. PROFIT SHARING PLAN

MSSC has a profit sharing plan (the "Plan") which covers all employees who
have accumulated a minimum amount of hours of service during a year. MSSC's
contribution to the Plan is determined annually by the Board of Directors.
Provisions for contributions to the profit sharing plan of $22,578 and
$21,457, respectively, were made for the years ended December 31, 1995 and
1996.

Effective July 1, 1997, there will be no additional contributions to the
Plan. Additionally, the Plan will be terminated and all assets distributed to
the participants as defined in the Plan.

6. RELATED PARTY TRANSACTIONS

The Company engages in transactions with a shareholder and partner whereby
working capital funds are loaned to the Company and repaid over terms agreed
to by both parties (see Note 7). Interest expense incurred on these loans
amount to $36,111 and $73,126 for the years ended December 31, 1995 and 1996,
respectively, and $36,712 and $61,968 for the six months ended June 30, 1996
and 1997, respectively.

Certain of the Company's buildings and equipment are regularly repaired and
maintained by Lee's Two-Way Radio, a California corporation owned and
controlled by Norman Kramer, a general partner. Payments to Lee's Two-Way
Radio for the years ended December 31, 1995 and 1996 were $31,369 and $34,765,
respectively.

Payments for administrative services in the amount of $16,194 and $14,466
for the years ended December 31, 1995 and 1996, respectively, were paid to
Norman Kramer, a general partner.

F-59
<PAGE>

MERIDIAN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION PERTAINING TO THE SIX MONTHS ENDED JUNE 30, 1996 AND 1997 IS
UNAUDITED)

7. LONG-TERM LOANS PAYABLE TO SHAREHOLDER AND PARTNER

<TABLE>
<CAPTION>
DECEMBER 31,
------------------- JUNE 30,
1995 1996 1997
-------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Unsecured loan payable to shareholder in the
original amount of $310,000, payable in sixty
monthly installments of $6,857, including
interest at the rate of 10% per annum. Final
installment is due March 31, 2000............ $272,654 $ 218,440 $ 189,240
Unsecured loan payable to shareholder in the
original amount of $400,000 at December 31,
1995 and increased to $500,000 during 1996,
payable in sixty monthly installments of
$10,624 per month, including interest at the
rate of 10% per annum. Final installment due
August 31, 2001.............................. 400,000 473,848 432,956
Unsecured loan payable to shareholder in the
original amount of $55,000, interest payable
at the rate of 10% per annum, due November
27, 2001..................................... 55,000 55,000
Unsecured loan payable to shareholder in the
original amount of $500,000, interest payable
at the rate of 10% per annum, due December
31, 2001..................................... 500,000 500,000
Unsecured temporary loans payable to share-
holder and partner, at the rate of 10% per
annum, payable upon demand................... 219,000
-------- ---------- ----------
672,654 1,247,288 1,396,196
Less current maturities....................... 119,121 234,607 477,388
-------- ---------- ----------
$553,533 $1,012,681 $ 918,808
======== ========== ==========
</TABLE>

All loans to the shareholder and partner were paid in full following the
sale of the Company's assets and business to ATS (see Note 9).

8. SALE OF THE REPEATER BUSINESS

Effective December 1, 1996, the Company entered into a ten-year agreement
with an unrelated party granting the party the right to manage a repeater
system and granting the party an option to purchase the system. Under the
agreement, the Company received a non-refundable $300,000 option fee in the
first quarter of 1997 from the party. In addition, the Company receives
repeater service fees quarterly from the party. As of June 30, 1997, the
system is still being managed by the party and the purchase option has not
been exercised.

Effective February 19, 1997, the Company sold a repeater system to an
unrelated party for $3,000,000. As of June 30, 1997, the uncollected portion
of the purchase price, $2,250,000, was included in non-trade accounts
receivable. This amount was received during August 1997.

Effective February 28, 1997, the balance of the repeater business was sold
to a separate buyer for the assumption of certain liabilities regarding the
business.

Revenues for the repeater business which were transferred as a result of
these transactions are $140,945, $206,556 and $54,087 for the years and period
ended December 31, 1995 and 1996, and June 30, 1997, respectively.

F-60
<PAGE>

MERIDIAN COMMUNICATIONS

NOTES TO COMBINED FINANCIAL STATEMENTS--(CONTINUED)
(INFORMATION PERTAINING TO THE SIX MONTHS ENDED JUNE 30, 1996 AND 1997 IS
UNAUDITED)

9. SUBSEQUENT EVENT (UNAUDITED)

Effective July 1, 1997, the Company sold substantially all of its assets and
the business related to these assets to American Tower Systems, Inc. ("ATS").
The combined purchase price was $32,121,638 plus construction adjustments of
$581,042 for the acquisition and construction of certain new sites from June
14, 1996 through the date of the sale. Assets which were not sold to ATS
include cash, accounts receivable, and assets related to the repeater business
which were sold to unrelated buyers (see Note 8).

F-61
<PAGE>

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
American Tower Systems, Inc.

We have audited the accompanying balance sheets of Tucson Communications
Company (the "Partnership") as of December 31, 1997 and 1996, and the related
statements of income, partners' deficit, and cash flows for the years then
ended. The financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Tucson Communications
Company at December 31, 1997 and 1996, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

/s/ Ernst & Young LLP

Ernst & Young LLP
San Diego, California
January 13, 1998, except for Note 7,
as to which the date is January 27, 1998

F-62
<PAGE>

TUCSON COMMUNICATIONS COMPANY

BALANCE SHEETS

(IN THOUSANDS)

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents........................... $ 623 $ 389
PROPERTY AND EQUIPMENT, net........................... 751 836
OTHER ASSETS.......................................... 16 18
------ -------
TOTAL................................................. $1,390 $ 1,243
====== =======
LIABILITIES AND PARTNERS' DEFICIT
CURRENT LIABILITIES:
Current portion of long-term debt................... $ 198 $ 180
Accrued expenses.................................... 31 18
------ -------
Total current liabilities......................... 229 198
LONG-TERM DEBT........................................ 1,851 2,065
OTHER LONG-TERM LIABILITIES........................... 22 47
------ -------
Total long-term liabilities....................... 1,873 2,112
PARTNERS' DEFICIT..................................... (712) (1,067)
------ -------
TOTAL................................................. $1,390 $ 1,243
====== =======
</TABLE>

See accompanying notes to financial statements.

F-63
<PAGE>

TUCSON COMMUNICATIONS COMPANY

STATEMENTS OF INCOME

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
REVENUES:
Tower revenues, including reimbursed expenses of
$121 and $116, respectively....................... $1,460 $1,438
OPERATING EXPENSES:
Tower operations................................... 317 287
Depreciation and amortization...................... 166 164
General and administrative......................... 136 84
------ ------
Total operating expenses......................... 619 535
------ ------
INCOME FROM OPERATIONS............................... 841 903
OTHER INCOME......................................... 12 19
INTEREST EXPENSE..................................... (198) (213)
------ ------
NET INCOME........................................... $ 655 $ 709
====== ======
</TABLE>

See accompanying notes to financial statements.

F-64
<PAGE>

TUCSON COMMUNICATIONS COMPANY

STATEMENTS OF PARTNERS' DEFICIT

(IN THOUSANDS)

<TABLE>
<S> <C>
BALANCE, DECEMBER 31, 1995............................................ $(1,151)
Net income............................................................ 709
Distributions......................................................... (625)
-------
BALANCE, DECEMBER 31, 1996............................................ (1,067)
Net income............................................................ 655
Distributions......................................................... (300)
-------
BALANCE, DECEMBER 31, 1997............................................ $ (712)
=======
</TABLE>

See accompanying notes to financial statements.

F-65
<PAGE>

TUCSON COMMUNICATIONS COMPANY

STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................... $ 655 $ 709
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization...................... 166 164
Changes in assets and liabilities:
Accrued expenses................................. 13 12
Other long-term liabilities...................... (25) (9)
----- -----
Net cash provided by operating activities...... 809 876
----- -----
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment................ (79) (12)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt........................ (196) (183)
Distributions...................................... (300) (625)
----- -----
Net cash used in financing activities.......... (496) (808)
----- -----
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS......................................... 234 56
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD....... 389 333
----- -----
CASH AND CASH EQUIVALENTS, END OF PERIOD............. $ 623 $ 389
===== =====
</TABLE>

See accompanying notes to financial statements.

F-66
<PAGE>

TUCSON COMMUNICATIONS COMPANY

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 1996 AND
NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1997 (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Partnership Structure--Tucson Communications Company (the
"Partnership") was organized as a limited partnership in the state of
California on October 6, 1983 for the purpose of developing, managing and
leasing a communications site located in the Tucson Mountains near Tucson,
Arizona. Income allocations and cash distributions are in accordance with the
partnership agreement.

Concentration of Credit Risk--The Partnership extends credit to customers on
an unsecured basis in the normal course of business. The Partnership has
policies governing the extension of credit and collection of amounts due from
customers.

Impairment of Long-Lived Assets--In March 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of ("FAS 121"). FAS 121 addresses the accounting for the
impairment of long-lived assets when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. The
Partnership adopted this statement during 1996 and the impact on the
Partnership's results of operations, liquidity or financial position was not
material.

Cash and Cash Equivalents--Cash and cash equivalents includes cash on hand,
demand deposits, and short-term investments with original maturities of three
months or less.

Property and Equipment--Property and equipment are recorded at cost. Cost
includes expenditures for tower and related assets. Depreciation is provided
using the double-declining balance method on equipment and straight-line
method on buildings over estimated useful lives ranging from five to 31.5
years.

Fair Value of Financial Instruments--The Partnership believes that the
carrying value of all financial instruments is a reasonable estimate of fair
value as of December 31, 1997 and 1996, respectively.

Recognition of Revenues--Tower revenues are recognized when earned over the
lease terms.

Income Taxes--The financial statements contain no provision for income taxes
since the income or loss of the Partnership flows through to the Partners, who
are responsible for including their share of the taxable results of operations
on their respective tax returns.

F-67
<PAGE>

TUCSON COMMUNICATIONS COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Land and improvements............................ $ 593 $ 591
Towers and buildings............................. 1,635 1,635
Technical equipment.............................. 1,309 1,293
Construction in progress......................... 73 12
------- -------
Total.......................................... 3,610 3,531
Less accumulated depreciation.................... (2,859) (2,695)
------- -------
Property and equipment, net...................... $ 751 $ 836
======= =======
</TABLE>

The Partnership's property and equipment are generally leased to customers
under noncancelable operating leases with remaining terms ranging from one to
18 years. However, the leases allow cancellation under certain technical
circumstances as specified in the respective lease agreements. Many of the
leases also contain renewal options with specified increases in lease payments
upon exercise of the renewal option.

Future minimum tower revenues required to be paid by lessees under all
noncancelable leases in effect at December 31, 1997 are as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998.......................................................... $ 1,362
1999.......................................................... 1,401
2000.......................................................... 1,444
2001.......................................................... 1,489
2002.......................................................... 1,536
Thereafter.................................................... 11,496
-------
Total....................................................... $18,728
=======
</TABLE>

The amounts for the following customer accounted for greater than 10% of
total operating revenues (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Motorola......................................... $443 $442
Peoples Choice................................... 143 143
Saturn Cable..................................... 156 149
</TABLE>

3. OTHER ASSETS

Other assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Prepaid loan fees................................ $ 31 $ 31
Less accumulated amortization.................... (16) (14)
Deposits......................................... 1 1
---- ----
Other assets..................................... $ 16 $ 18
==== ====
</TABLE>

F-68
<PAGE>

TUCSON COMMUNICATIONS COMPANY

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

4. LONG-TERM DEBT

On May 31, 1990, the Partnership entered into a loan agreement with a
financial institution to borrow $3,100,000. Every twelve months the loan bears
a new interest rate based on the one-year Constant Maturities, plus 3.5%. At
December 31, 1997, the interest rate in effect was 9.15%. The loan is secured
by land and equipment located on Tucson Mountain. Interest and principal
payments are payable monthly and the loan matures on July 1, 2005. Cash paid
for interest during the year ended December 31, 1997 and 1996 was $198,000 and
$214,000, respectively.

Future principal payments required under the Company's financing agreement
at December 31, 1997 are approximately (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998........................................................... $ 198
1999........................................................... 216
2000........................................................... 237
2001........................................................... 260
2002........................................................... 285
Thereafter..................................................... 853
------
Total........................................................ $2,049
======
</TABLE>

5. RELATED PARTY TRANSACTIONS

The Partnership pays an affiliated company for salaries, rent and utilities.
During the years ended December 31, 1997 and 1996, the Partnership paid
$72,000 and $65,000, respectively. In addition, the Partnership pays an
affiliate of the general partner on an hourly basis for management services.
During the years ended December 31, 1997 and 1996, the Partnership paid
$34,000 and $29,000, respectively.

6. CONTINGENCY

The Partnership received notification of a matter involving threatened
litigation relating to an on-site injury suffered by an individual during
1996. The party has requested a settlement payment of $800,000. Management of
the Partnership believes any liability arising from this matter will be
covered by insurance and will not have a material impact on the Partnership's
financial statements.

7. SUBSEQUENT EVENT

On January 27, 1998, the Partnership sold substantially all of the assets of
the Partnership to American Tower Systems, Inc. for approximately $12,000,000.

F-69
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Stockholders
Gearon & Co., Inc.:

We have audited the accompanying balance sheets of Gearon & Co., Inc. (the
"Company") as of December 31, 1997 and 1996, and the related statements of
operations, changes in stockholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at December 31, 1997 and 1996,
and the results of its operations and its cash flows for the years then ended,
in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Atlanta, Georgia
February 27, 1998

F-70
<PAGE>

GEARON & CO., INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.......................... $ 4,285,940 $ 813,182
Accounts receivable--trade, net of allowance for
doubtful accounts of $309,164 and $129,650 in 1997
and 1996, respectively............................ 6,516,370 7,132,363
Unbilled receivables............................... 4,741,198 515,688
Accounts receivable--other......................... 286,751 6,390
Receivable from related party...................... -- 200,000
----------- ----------
Total current assets............................. 15,830,259 8,667,623
PROPERTY AND EQUIPMENT, net.......................... 3,793,881 561,028
OTHER ASSETS......................................... 138,800 27,530
----------- ----------
TOTAL................................................ $19,762,940 $9,256,181
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable................................... $ 2,653,403 $ 27,587
Accrued expenses................................... 239,350 39,693
Accrued merger related expenses.................... 6,225,205
Note payable....................................... 5,000,000
----------- ----------
Total current liabilities........................ 14,117,958 67,280
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY
Common stock, no par value, 10,000 shares
authorized;
7,500 issued and outstanding in 1996.............. 750
Class A voting common stock, no par value, 10,000
shares authorized, 7,500 issued and outstanding in
1997.............................................. 8
Class B nonvoting common stock, no par value,
1,000,000 shares authorized, 798,335 issued and
outstanding in 1997............................... 798
Additional paid-in capital......................... 5,549,944
Retained earnings.................................. 94,232 9,188,151
----------- ----------
Total stockholder's equity....................... 5,644,982 9,188,901
----------- ----------
TOTAL................................................ $19,762,940 $9,256,181
=========== ==========
</TABLE>

See notes to financial statements.

F-71
<PAGE>

GEARON & CO., INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
REVENUES:
Fees and bonuses................................... $25,052,348 $15,613,655
Pass-through revenues.............................. 4,376,070 5,349,795
Tower rentals...................................... 172,868 53,200
Other.............................................. 328,467 467,785
----------- -----------
Total revenues................................... 29,929,753 21,484,435
OPERATING EXPENSES:
Operating expenses................................. 12,835,263 6,619,029
Tower expenses..................................... 165,887 41,926
Pass-through expenses.............................. 4,376,070 5,349,795
----------- -----------
Total operating expenses......................... 17,377,220 12,010,750
----------- -----------
GROSS PROFIT......................................... 12,552,533 9,473,685
General and administrative expenses.................. 2,496,749 1,394,757
Merger related expenses.............................. 13,796,434
----------- -----------
INCOME (LOSS) FROM OPERATIONS........................ (3,740,650) 8,078,928
OTHER INCOME AND EXPENSES, NET....................... 73,310 94,822
----------- -----------
NET INCOME (LOSS).................................... $(3,667,340) $ 8,173,750
=========== ===========
</TABLE>

See notes to financial statements.

F-72
<PAGE>

GEARON & CO., INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK
------------------------- ADDITIONAL
COMMON CLASS A CLASS B PAID-IN RETAINED
STOCK VOTING NONVOTING CAPITAL EARNINGS TOTAL
------ ------- --------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE--January 1,
1996................... $ 750 $-- $-- $ -- $ 8,783,131 $ 8,783,881
Distributions to
shareholder.......... (7,768,730) (7,768,730)
Net income............ 8,173,750 8,173,750
----- ---- ---- ---------- ----------- -----------
BALANCE--December 31,
1996................... 750 9,188,151 9,188,901
Exchange of 7,500
shares of original
common stock for
7,500 shares of Class
A voting stock and
742,500 shares of
Class B nonvoting
common stock......... (750) 8 742
Issuance of 55,835
shares of Class B
nonvoting stock to
certain employees.... 56 5,549,944 5,550,000
Distributions to
shareholder.......... (5,426,579) (5,426,579)
Net loss.............. (3,667,340) (3,667,340)
----- ---- ---- ---------- ----------- -----------
BALANCE--December 31,
1997................... $ -- $ 8 $798 $5,549,944 $ 94,232 $ 5,644,982
===== ==== ==== ========== =========== ===========
</TABLE>

See notes to financial statements.

F-73
<PAGE>

GEARON & CO., INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................. $(3,667,340) $ 8,173,750
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Provision for doubtful accounts................. 383,167 129,650
Depreciation.................................... 185,670 103,283
Noncash merger related expense.................. 5,550,000
Changes in assets and liabilities;
Decrease (increase) in accounts receivable
trade........................................ 232,826 (3,434,228)
Decrease (increase) in unbilled receivables... (4,225,510) 782,867
Decrease (increase) in accounts receivable
other........................................ (280,361) 20,307
Increase in other assets...................... (111,270) (21,748)
Increase (decrease) in accounts payable....... 1,779,560 (35,463)
Increase (decrease) in accrued expenses....... 199,657 (22,523)
Increase in accrued merger related expense.... 6,225,205
------------ -----------
Net cash provided by operating activities......... 6,271,604 5,695,895
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES;
Acquisition of property and equipment............. (329,998) (134,910)
Construction of towers, net of accounts payable... (2,242,269) (336,242)
------------ -----------
Net cash used in investing activities....... (2,572,267) (471,152)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to stockholder...................... (5,426,579) (7,768,730)
Repayments from (loans to) related party.......... 200,000 (170,000)
Proceeds from note payable........................ 5,000,000
Loan from stockholder............................. 500,000
Repayment to stockholder.......................... (500,000)
------------ -----------
Net cash used in financing activities....... (226,579) (7,938,730)
------------ -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS........................................ 3,472,758 (2,713,987)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ....... 813,182 3,527,169
------------ -----------
CASH AND CASH EQUIVALENTS, END OF YEAR.............. $ 4,285,940 $ 813,182
============ ===========
</TABLE>

See notes to financial statements.

F-74
<PAGE>

GEARON & CO., INC.

NOTES TO FINANCIAL STATEMENTS
(AS OF AND FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business and Corporate Structure--Gearon & Co., Inc. (the "Company"), a
Georgia corporation, was incorporated on September 6, 1991 and is engaged in
the site acquisition, development, construction and facility management of
wireless network communication facilities on behalf of its customers. The
Company operates in markets throughout the United States. In addition, as of
December 31, 1997, the Company owned and operated 16 communications towers
with an additional 20 towers in varying stages of development. The towers are
located in Georgia, Florida, and Tennessee.

On January 22, 1998, the Company merged into and became a part of American
Tower Systems, Inc. (ATSI) a subsidiary of American Radio Systems Corporation
(ARS), pursuant to an Agreement and Plan of Merger ("the Merger Agreement")
executed on November 21, 1997. Under the Merger Agreement, the holders of the
Company's common stock at the effective date of the merger received a total of
$32,000,000 in cash and liabilities assumed by ATSI and 5,333,333 shares of
ATSI stock with an agreed-upon fair value of $48,000,000.

On December 30, 1997, the Company awarded a total of 55,835 shares of Class
B common stock valued at $5,550,000 (based on the share price paid by ATSI in
the merger) to certain key employees, awarded cash bonuses totaling
approximately $7,667,000 to certain employees, and incurred approximately
$580,000 in other merger related expenses. On January 20, 1998, the Company
awarded an additional 503 shares of Class B common stock valued at $50,000
(based on the share price paid by ATSI in the merger) to a key employee. In
addition, on January 20, 1998, accounts receivable of approximately
$11,000,000 and two automobiles with a net book value of $16,247 were
distributed to the majority stockholder.

Pursuant to the Merger Agreement, the Company borrowed a total of
$10,000,000 from ATSI in two $5,000,000 installments on December 24, 1997 and
January 20, 1998, respectively, to fund working capital and merger related
expenses. Such borrowings bore interest at 7.5% and were repaid at closing.

Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk--The Company extends credit to customers on an
unsecured basis in the normal course of business. Credit risk is limited due
to the financial reputation of the customers comprising the Company's customer
base. The Company has policies governing the extension of credit and
collection of amounts due from customers.

The following represents a summary of fees and bonuses earned from
individual customers in excess of 10% of total fees and bonuses for the year
ended:

<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Customer A........................................... $7,705,000 $4,773,000
Customer B........................................... 5,462,000
Customer C........................................... 5,660,000
</TABLE>

Impairment of Long-Lived Assets--In March 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards ("SFAS")
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. SFAS 121 addresses the accounting for the impairment
of

F-75
<PAGE>

GEARON & CO., INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

long-lived assets, certain intangibles and goodwill when events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company adopted this statement during 1996 and the impact on
the Company's results of operations, liquidity or financial position was not
material.

Cash and Cash Equivalents--Cash and cash equivalents includes cash on hand,
demand deposits and short-term investments with original maturities of three
months or less.

Property and Equipment--Property and equipment are recorded at cost.
Ordinary repairs and maintenance are expensed as incurred; major replacements
and improvements are capitalized and depreciated over their estimated useful
lives. Depreciation is provided using the straight-line method over the
estimated useful lives of the assets as follows:

<TABLE>
<S> <C>
Leasehold improvements...................................... Life of lease
Furniture and fixtures...................................... 3-7 years
Machinery and equipment..................................... 3-7 years
Communications towers....................................... 15 years
</TABLE>

Construction in Progress--The Company's tower construction expenditures are
recorded as construction in progress until the assets are placed in service.
When the assets are placed in service, they are transferred to the appropriate
property and equipment category and depreciated. The Company also capitalizes
subcontractor and employee labor and overhead costs incurred in connection
with the construction of towers.

Revenue Recognition--Revenues from fees and bonuses are recognized based
upon the completion of certain activities as defined by the respective
contracts with individual customers. Several of the contracts provide for
reimbursement by customers of certain costs in addition to fees earned. Such
costs are recognized on the accrual basis and are reflected as pass-through
revenues and expenses in the statements of operations. Tower and sublease
revenues are recognized when earned over the terms of the related leases.

Income Taxes--At inception, the Company elected to be treated as a
Subchapter S Corporation ("S Corporation") for income tax purposes.
Accordingly, no recognition has been given to income taxes in the financial
statements since the income is reportable on the individual tax return of the
stockholders. Two states in which the Company does business do not recognize S
Corporations for tax purposes and therefore the Company is liable for income
taxes in those states. The amounts paid or accrued for income taxes were not
material in relation to the financial statements.

New Accounting Pronouncement--In June 1997, the Financial Accounting
Standards Board issued SFAS 131, "Disclosure About Segments of an Enterprise
and Related Information" which the Company will adopt in 1998. SFAS 131
redefines how operating segments are determined and requires disclosure of
certain financial and descriptive information about a company's operating
segments. The Company has not yet completed its analysis of the impact of this
statement.

Reclassifications--Certain 1996 amounts have been reclassified to conform to
the 1997 presentation.

F-76
<PAGE>

GEARON & CO., INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

2. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Land............................................ $ 82,198 $ --
Leasehold improvements.......................... 73,180 60,902
Furniture and fixtures.......................... 138,111 81,694
Machinery and equipment......................... 564,404 306,705
Communications towers........................... 2,542,922 336,242
Construction in progress........................ 801,060 --
---------- ---------
Property and equipment, at cost................. 4,201,875 785,543
Accumulated depreciation........................ (407,994) (224,515)
---------- ---------
Property and equipment--net..................... 3,793,881 $ 561,028
========== =========
</TABLE>

3. COMMITMENTS AND CONTINGENCIES

Lease Obligations--The Company currently leases office space, office
equipment and land for communications towers under operating leases that
expire at varying dates through 2002. The tower ground leases contain options
for the Company to renew, at its discretion, for five-year periods up to a
maximum term of twenty-five years. The leases require the Company to maintain
certain insurance coverage and provide for maintenance and repairs. Future
minimum lease payments for noncancelable office, equipment and ground leases
are as follows for the periods ending December 31:

<TABLE>
<S> <C>
1998........................................................... 400,794
1999........................................................... 374,501
2000........................................................... 351,755
2001........................................................... 234,971
2002........................................................... 179,705
----------
Total.......................................................... $1,541,726
==========
</TABLE>

Customer Leases--The Company owns communications towers which it leases to
third parties. The leases which are noncancelable and expire at various dates
through 2006, contain options for the lessees to renew, at their discretion,
for 5-year periods up to a maximum term of 25 years.

Future minimum rental receipts expected to be received from customers under
noncancelable leases are as follows for the periods ending December 31:

<TABLE>
<S> <C>
1998........................................................... $ 731,511
1999........................................................... 794,812
2000........................................................... 803,334
2001........................................................... 766,185
2002........................................................... 654,154
Thereafter..................................................... 159,016
----------
Total.......................................................... $3,909,012
==========
</TABLE>

F-77
<PAGE>

GEARON & CO., INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

Purchase Commitments--At December 31, 1997, the Company had entered into an
agreement to acquire land for a communications tower for a purchase price of
$100,000. The purchase closed on February 11, 1998. In addition, at December
31, 1997, the Company had a verbal agreement with a customer to purchase seven
communications towers for an aggregate purchase price of approximately
$1,000,000. This purchase is expected to be consummated in March 1998.

Employment Agreement--In August 1997, the Company entered into an employment
agreement with an officer of the Company. The Agreement is for a term of one
year and is renewable for successive one-year terms. The agreement contains
provisions for compensation in the event of termination or a change in control
of the Company. The compensation due to this officer as a result of the merger
discussed in Note 1 has been included in accrued merger related expenses as of
December 31, 1997. In November and December 1997, the Company entered into
employment agreements with two officers of the Company. These agreements are
for a term of two years, renewable for successive two-year terms and contain
provisions for compensation in the event of termination other than for cause.

Legal Matters--The Company is a party to certain legal matters arising in
the ordinary course of business. In the opinion of management, none of these
matters are expected to have a material effect on the financial position,
results of operations, or cash flows of the Company.

4. RETIREMENT PLAN

On September 1, 1996, the Company established the Gearon & Co., Inc.
Employee Savings and Retirement Plan (the "Plan"), a 401(k) plan. Employees of
the Company are eligible for participation in the Plan subject to certain
minimum age and length of employment requirements. Plan participants can
contribute from 2% to 15% of their compensation, as defined. The Company
matches 25% of the participants' contributions up to 10% of compensation. The
Plan's assets are invested in equity, bond, balanced, and money market mutual
funds. The Company contributed approximately $79,000 and $24,000 for the years
ended December 31, 1997 and 1996, respectively.

5. COMMON STOCK

Effective October 23, 1997, the Company authorized the issuance of 10,000
shares of Class A common stock and 1,000,000 shares of Class B common stock.
Class A has voting privileges while Class B common stock is nonvoting. On
October 23, 1997, all 7,500 shares of common stock previously outstanding were
exchanged for 7,500 shares of Class A common stock and 742,500 shares of Class
B common stock which were transferred to the original stockholder and a trust
related to the original stockholder.

6. RELATED PARTY TRANSACTIONS

The receivable from a related party totaling $200,000 at December 31, 1996
was repaid in full in January 1997.

F-78
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
American Tower Corporation:

We have audited the accompanying consolidated balance sheets of American
Tower Corporation and subsidiaries as of December 31, 1996 and 1997, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1997.
These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of American
Tower Corporation and subsidiaries as of December 31, 1996 and 1997 and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997 in conformity with generally
accepted accounting principles.

KPMG Peat Marwick LLP

Houston, Texas
January 23, 1998

F-79
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

DECEMBER 31, 1996 AND 1997

ASSETS

<TABLE>
<CAPTION>
1996 1997
------- --------
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................. $ 92 $ 996
Accounts receivable, net of allowance for doubtful accounts
of $104 and $175, respectively............................ 816 1,021
Prepaid expenses and other current assets.................. 793 719
Assets held for sale....................................... 700 --
------- --------
Total current assets...................................... 2,401 2,736
Land........................................................ 5,301 6,234
Rental towers and related fee based assets, net of accumu-
lated depreciation of $3,984 and $8,362, respectively...... 61,556 112,412
Other assets, net of accumulated amortization of $836 and
$951, respectively......................................... 6,269 7,432
------- --------
Total assets.............................................. $75,527 $128,814
======= ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable........................................... $ 720 $ 2,810
Accrued interest payable................................... 598 1,061
Deferred revenues and other current liabilities............ 978 2,125
Current portion of long-term debt.......................... 1,075 1,000
------- --------
Total current liabilities................................. 3,371 6,996
Long-term debt, less current portion........................ 49,771 74,478
Other liabilities........................................... 450 190
Deferred income taxes....................................... 6,337 6,767
------- --------
Total liabilities......................................... 59,929 88,431
Commitments and contingencies
Redeemable preferred stock $.01 par value.
Authorized 5,000,000 shares; 22,500 shares issued and out-
standing.................................................. 4,000 4,052
Stockholders' equity:
Common stock, $.01 par value. Authorized 250,000 shares;
75,331 and 149,549 shares issued and outstanding.......... 1 2
Additional paid-in capital................................. 12,051 36,426
Accumulated deficit........................................ (454) (97)
------- --------
Total stockholders' equity................................ 11,598 36,331
------- --------
Total liabilities and stockholders' equity................ $75,527 $128,814
======= ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-80
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
1995 1996 1997
------ ------- -------
<S> <C> <C> <C>
Total revenues...................................... $8,277 $12,366 $20,006
Operating expenses:
Direct tower costs................................. 1,868 2,849 4,138
Selling, general and administrative................ 1,601 2,049 3,183
Depreciation and amortization...................... 1,908 2,709 4,903
------ ------- -------
Total operating expenses.......................... 5,377 7,607 12,224
------ ------- -------
Operating income.................................... 2,900 4,759 7,782
Interest expense.................................... 3,068 3,808 5,439
Other expenses...................................... 414 150 514
------ ------- -------
Income (loss) before income taxes and extraordinary
item............................................... (582) 801 1,829
Income tax (expense) benefit........................ 217 (303) (801)
------ ------- -------
Income (loss) before extraordinary item............. (365) 498 1,028
Extraordinary loss, net of tax benefit of $117,
$272, and $371, respectively....................... 207 451 619
------ ------- -------
Net income (loss)................................... (572) 47 409
Accretion of preferred stock........................ -- -- 52
------ ------- -------
Net income (loss) available to common stockholders.. $ (572) $ 47 $ 357
====== ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-81
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
COMMON STOCK
-------------
TOTAL
ADDITIONAL ACCUMULATED STOCKHOLDERS'
SHARES VALUE PAID-IN CAPITAL DEFICIT EQUITY
------- ----- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balances at December 31,
1994................... 67,500 $ 1 7,424 71 7,496
Allocation of redeemable
preferred stock pro-
ceeds to warrants...... -- -- 500 -- 500
Net loss................ -- -- -- (572) (572)
------- --- ------ ---- ------
Balances at December 31,
1995................... 67,500 1 7,924 (501) 7,424
Shares of common stock
issued in acquisition.. 6,481 -- 4,127 -- 4,127
Conversion of warrants
to common stock........ 1,350 -- -- -- --
Net income.............. -- -- -- 47 47
------- --- ------ ---- ------
Balances at December 31,
1996................... 75,331 1 12,051 (454) 11,598
Conversion of warrants
to common stock........ 24,265 -- -- -- --
Conversion of warrants
with put feature to
common stock........... 12,462 -- 174 -- 174
Sale of common stock,
net of issuance costs.. 36,049 1 23,201 -- 23,202
Common stock issued in
connection with tower
acquisition............ 1,442 -- 1,000 -- 1,000
Net income.............. -- -- -- 409 409
Accretion of redeemable
preferred stock........ -- -- -- (52) (52)
------- --- ------ ---- ------
Balances at December 31,
1997................... 149,549 $ 2 36,426 (97) 36,331
======= === ====== ==== ======
</TABLE>

See accompanying notes to consolidated financial statements

F-82
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

<TABLE>
<CAPTION>
1995 1996 1997
------ ------- -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss).................................. $ (572) $ 47 $ 409
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization..................... 1,908 2,709 4,903
Accretion of debt discounts....................... 202 808 121
Deferred income taxes............................. (334) 31 430
Deferred loan costs written-off................... 324 -- 990
Changes in assets and liabilities:
Increase in accounts receivable, net.............. (203) (218) (205)
(Increase) decrease in prepaid expenses and other
current assets................................... (109) (111) 74
Increase in accounts payable...................... 59 231 2,090
Increase in accrued interest payable.............. 14 59 463
Increase (decrease) in deferred revenues and oth-
er............................................... 332 (417) 1,061
------ ------- -------
Total adjustments................................ 2,193 3,092 9,927
------ ------- -------
Net cash provided by operating activities........ 1,621 3,139 10,336
------ ------- -------
Cash flows from investing activities:
Payments for purchases of towers and related as-
sets.............................................. (7,351) (14,249) (56,075)
Proceeds from the sale of land..................... 24 -- --
Payments for purchases of land..................... (500) (1,124) (933)
------ ------- -------
Net cash used in investing activities............ (7,827) (15,373) (57,008)
------ ------- -------
Cash flows from financing activities:
Proceeds from borrowings on long-term debt......... 4,646 39,850 70,800
Proceeds from issuance of common stock............. -- -- 23,202
Proceeds from issuance of preferred stock.......... 4,133 367 --
Payments of long-term debt......................... (1,680) (28,736) (45,633)
Payments of deferred loan costs and interest rate
cap............................................... (98) (1,060) (793)
------ ------- -------
Net cash provided by (used in) financing activi-
ties............................................ 7,001 10,421 47,576
------ ------- -------
Net increase (decrease) in cash and cash equiva-
lents........................................... 795 (1,813) 904
Cash and cash equivalents at beginning of year...... 1,110 1,905 92
------ ------- -------
Cash and cash equivalents at end of year............ $1,905 $ 92 $ 996
====== ======= =======
Supplemental disclosure of cash flow information--
cash paid during the year for interest............. $2,915 $ 2,925 $ 3,902
====== ======= =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-83
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995, 1996 AND 1997

(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The accompanying consolidated financial statements reflect the financial
position, results of operations, and cash flows of American Tower Corporation
and its wholly-owned subsidiaries, collectively referred to as ATC or the
Company. All significant intercompany transactions and balances have been
eliminated.

(b) Description of Business

The primary business of the Company is the leasing of antenna and
transmitter space on communication towers to companies using or providing
cellular telephone, paging, microwave and specialized mobile radio services.
The Company currently owns and operates communication tower sites located
primarily in the western, eastern and southern United States.

Cash equivalents consist of short-term investments with an original maturity
of three months or less.

(d) Rental Towers and Related Fee Based Assets

Rental towers and related fee based assets are stated at cost. Depreciation
on rental towers and related fee based assets is calculated on the straight-
line method over the estimated useful lives of the assets which range from 3
to 25 years.

(e) Other Assets

Other assets include licenses and permits which are amortized on a straight-
line basis over their expected period of benefit, 25 years, and a noncompete
agreement with a stockholder which is being amortized on a straight-line basis
over its seven year term. Also included are deferred loan costs associated
with various debt issuances which are amortized over the terms of the related
debt based on the amount of outstanding debt using the interest method.

(f) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, on January 1, 1996. This
statement requires that long-lived assets and certain identifiable intangibles
be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of
the carrying amount of an asset to future net cash flows expected to be
generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or the fair value
less costs of disposal. Adoption of this statement did not have a material
impact on the Company's financial position, results of operations, or
liquidity.

(g) Income Taxes

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax

F-84
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.

(h) Fair Value of Financial Instruments

SFAS No. 107, Disclosure about Fair Value of Financial Instruments requires
the Company to disclose estimated fair values for its financial instruments.
Fair value estimates are made at discrete points in time based on relevant
market information. These estimates may be subjective in nature and involve
uncertainties and matters of significant judgment and therefore, cannot be
determined with precision.

The Company believes that the carrying amounts of its current assets and
current liabilities approximate the fair value of such items due to their
short-term nature. The carrying amount of long-term debt approximates its fair
value because the interest rates approximate market.

(i) Revenue Recognition

Revenues are recognized as tower services are provided. Amounts billed or
received prior to services being performed are deferred until such time as the
revenue is earned.

(j) Stock Option Plan

On January 1, 1996, the Company adopted SFAS No. 123, Accounting for Stock-
Based Compensation, which permits entities to recognize as expense over the
vesting period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 allows entities to continue to apply the
provisions of Accounting Principles Board (APB) Opinion No. 25 and provide pro
forma net income disclosures as if the fair-value-based method defined in SFAS
No. 123 had been applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure
requirements of SFAS No. 123.

(k) Interest Rate Cap Agreements

The Company was party to a financial instrument to reduce its exposure to
fluctuations in interest rates. The purchase price of the interest rate cap
agreements was capitalized and included in prepaid expenses in the
accompanying consolidated balance sheets and amortized over the life of the
agreements using the straight-line method. The interest rate cap agreements
expired in December 1997.

(l) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

(m) Reclassifications

Certain reclassifications have been made to prior period amounts in order to
conform to the current presentation.

(2)RENTAL TOWERS AND RELATED FEE BASED ASSETS

Asset Acquisitions

In December 1995, the Company acquired in a single transaction substantially
all of the tower sites and locations of CSX Realty Development Corporation
(CSX) for $9,750,000 which was funded through cash and

F-85
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

seller financed debt. In addition during 1995, the Company acquired 81 other
tower sites in several unrelated transactions.

In October 1996, the Company acquired in a single transaction substantially
all of the tower sites and locations of Prime Communications Sites Holdings
LLC and its subsidiary (Prime) for approximately $15.3 million which was
funded through borrowings under the Company's credit facility, seller financed
debt and the issuance of common stock of the Company to the seller. In
addition, during 1996 the Company acquired four other tower sites in two
unrelated transactions.

In July 1997, the Company acquired in a single transaction 32 tower sites
for approximately $11.8 million which was funded through borrowings under the
Company's credit facility. In addition, during 1997 the Company acquired 89
tower sites in several unrelated transactions totaling $25.2 million. The
purchase price for all acquisitions has been allocated to the land, towers and
related fee based assets and licenses and permits based on their respective
estimated fair values.

The following unaudited pro forma information represents the consolidated
results of operations of the Company as if the 1997 acquisitions had occurred
on January 1, 1996, and the 1996 acquisitions had occurred on January 1, 1995
(in thousands):

<TABLE>
<CAPTION>
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Rental revenue.................................... $10,575 $17,290 $21,578
Operating income.................................. $ 3,737 $ 7,835 $ 9,039
Net loss.......................................... $(1,442) $(2,002) $ (326)
</TABLE>

The pro forma information is not necessarily indicative of operating results
that would have occurred if each acquisition had been consummated as of the
respective dates, nor is it necessarily indicative of future operating
results. The actual results of operations of the acquired assets are included
in the Company's consolidated financial statements only from the date of
acquisition.

TOWER DISPOSAL

On January 13, 1997, the Company entered into a binding letter agreement
with a related shareholder and director to sell 45 communication towers for a
purchase price of $700,000. The closing of this transaction occurred during
March 1997. At the closing, the Company sold the communication towers to the
shareholder in exchange for a $700,000 reduction in payments owed under the
subordinated note payable to the shareholder issued in October 1994. See note
6 for further discussion. Due to the agreement, the related assets have been
reflected as assets held for resale on the December 31, 1996 balance sheet.

(3)PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following (in
thousands):

<TABLE>
<CAPTION>
1996 1997
---- ----
<S> <C> <C>
Prepaid land leases................................................ $619 $637
Other current assets............................................... 174 82
---- ----
$793 $719
==== ====
</TABLE>

F-86
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(4)OTHER ASSETS

Other assets consisted of the following (in thousands):

<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Deferred loan costs, net...................................... $1,009 $ 751
Licenses and permits, net..................................... 4,428 5,898
Noncompete costs, net......................................... 623 538
Other assets.................................................. 209 245
------ ------
$6,269 $7,432
====== ======
</TABLE>

(5)DEFERRED REVENUES AND OTHER CURRENT LIABILITIES

Deferred revenues and other current liabilities consisted of the following
(in thousands):

<TABLE>
<CAPTION>
1996 1997
---- ------
<S> <C> <C>
Deferred revenues............................................... $201 $1,125
Deferred compensation contracts................................. 300 150
Accrued expenses and other...................................... 477 850
---- ------
$978 $2,125
==== ======
</TABLE>

(6)LONG-TERM DEBT

On October 11, 1996, the Company entered into a senior credit facility (the
Credit Facility) in connection with the acquisition of the communication
towers from Prime as discussed in note 2. The Credit Facility was extinguished
during 1997 in connection with the Company entering into a new Senior Credit
Agreement, discussed in further detail below.

The Credit Facility included a $23 million revolving line of credit, which
included a sub-allotment for letters of credit, and a $37 million term loan
facility. The Company utilized the proceeds of the term loan to (i) repay
$21.6 million of principal and interest to its existing senior lenders, (ii)
prepay in full $6.1 million of principal and interest to its senior
subordinated lender, and (iii) to fund $8.6 million of the purchase price for
the Prime acquisition.

The Credit Facility incurred interest at LIBOR plus 275 basis points for
interest periods ranging up to five months; thereafter, the credit facility
incurred interest at LIBOR plus an applicable margin, not to exceed 275 basis
points, based upon a defined leverage ratio, for interest periods of one,
three or six months. The term loan and the revolving Credit Facility required
principal amortization with quarterly payments totaling $5.6 million in 1999.
The Credit Facility contained restrictions on payment of dividends, and set
forth minimum operating cash flows, as defined, to be attained by the Company.

Immediately prior to entering into the Credit Facility in October 1996, the
Company owed its senior lenders $21.5 million under a term loan, revolving
line of credit and acquisition line of credit facilities which had been
amended and extended in December 1995. The outstanding balance of the prior
senior agreement bore interest at LIBOR plus 275 basis points. In conjunction
with entering into the Credit Facility, the Company expensed $451,000, net of
taxes, of deferred loan and other financing costs associated with prior credit
facilities. In conjunction with the amendment of the Company's senior credit
agreement in December 1995, the Company expensed $207,000, net of taxes, of
deferred loan and other financing costs associated with prior credit
facilities. Such deferred loan and other financing costs written off in 1995
have been reflected as extraordinary losses in the consolidated statements of
operations.

F-87
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

On June 30, 1997, the Company entered into a new senior credit agreement
(the Credit Agreement). The Credit Agreement includes a $100 million revolving
line of credit, which includes a sub-allotment for letters of credit and a $25
million term loan facility. In connection with entering into the Credit
Agreement, the Company expensed $619,000, net of taxes, of deferred loan and
other financing costs associated with the prior credit facility. These
deferred loan and other financing costs written off in 1997 have been
reflected as extraordinary loss in the consolidated statements of operations.

SELLER ACQUISITION FINANCING

In connection with the acquisition of the towers and related sites in
October 1996 as more fully discussed in note 2 and above, the Company issued
an aggregate of $2.5 million of subordinated term notes to certain
sellers. Payment terms required (i) a single installment on October 11, 2004
or (ii) immediate payment upon an initial public offering. The subordinated
term notes incurred interest at 11% payable quarterly commencing January 1997.
During 1997 these notes were fully repaid.

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
1996 1997
------- -------
<S> <C> <C>
Term note payable, due in quarterly payments beginning in
September 1999, interest at a base rate, as defined..... $ -- $70,800
Term note payable, due in quarterly payments beginning in
January 1999, interest at 8.38% until May 1997 at which
time interest is LIBOR plus a maximum of 2.75%. Balance
repaid during 1997...................................... 39,850 --
Seller financing, noninterest-bearing secured note
payable, due in annual installments commencing December
20, 1996 through December 20, 2000...................... 6,313 5,313
Subordinated note payable to shareholder, interest
payable in quarterly installments at 10.5% per annum;
payment of principal due in annual installments
beginning November 15, 2001; original principal reduced
by value of stock warrant (see note 9). Balance repaid
during 1997............................................. 3,000 --
Subordinated notes payable, interest payable in quarterly
installments at 11.0% per annum; single installment due
October 2004. Balance repaid during 1997................ 2,561 --
Noninterest-bearing unsecured note payable, maturing in
1999.................................................... 500 500
Note payable, due in quarterly installments commencing
January 1, 1995 bearing interest at 10%. Balance repaid
during 1997............................................. 300 --
Other.................................................... 43 34
Discounts associated with noninterest-bearing
obligations............................................. (1,671) (1,169)
Discount assigned to stock warrants (see note 9)......... (50) --
------- -------
Total long-term debt................................... 50,846 75,478
Less current portion..................................... 1,075 1,000
------- -------
Long-term debt excluding current portion............... $49,771 $74,478
======= =======
</TABLE>

The Company was party to a financial instrument in order to reduce its
exposure to fluctuations in interest rates. The agreement provided for the
third parties to make payments to the Company whenever a defined floating
interest rate exceeded 10 percent per annum. No such payments were made in
1995 or 1996. Payments on the interest rate cap agreements were based on the
notional principal amount of the agreements; no funds were actually borrowed
or are to be repaid as of December 31, 1996. The unamortized portion of the
purchase price was approximately $107,000 and $50,000 at December 31, 1995 and
1996, respectively. $5,000,000 under this interest rate cap agreement expired
in 1995 and the remaining $9,000,000 agreement expired in December 1997.

F-88
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The aggregate annual maturities of long-term debt (not reduced for discount
rates on noninterest-bearing obligations) for each of the five years
subsequent to December 31, 1997 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31,
------------
<S> <C>
1998................................. $ 1,000
1999................................. 2,250
2000................................. 6,457
2001................................. 5,000
2002................................. 8,300
Thereafter........................... 53,640
-------
$76,647
=======
</TABLE>

(7)FEDERAL INCOME TAXES

Income tax expense for the years ended December 31, 1995, 1996, and 1997
consisted of the following (in thousands):

<TABLE>
<CAPTION>
1995 1996 1997
------ ---- ----
<S> <C> <C> <C>
Current.................................................... $ -- $-- $--
Deferred................................................... (217) 303 801
------ ---- ----
$(217) $303 $801
====== ==== ====
</TABLE>

Income tax expense at December 31, 1995, 1996 and 1997 differed from the
amounts computed by applying the U.S. federal income tax rate of 34% to income
before taxes and extraordinary items as follows (in thousands):

<TABLE>
<CAPTION>
1995 1996 1997
----- ---- ----
<S> <C> <C> <C>
Computed "expected" tax expense (benefit).................. $(198) $272 $622
State taxes................................................ 29 28 30
Adjustment of prior taxes.................................. -- -- 112
Other...................................................... (48) 3 37
----- ---- ----
Total.................................................... $(217) $303 $801
===== ==== ====
</TABLE>

At December 31, 1997, the Company had net operating loss carryforwards
(NOLs) of approximately $14,285,000 for U.S. Federal income tax purposes. The
NOLs, if unused, will expire between 2008 and 2012. The portion of the NOLs
which existed prior to October 15, 1994 are subject to annual limitations
imposed by the Internal Revenue Code under Section 382. The current NOL
balance is subject to limitations should a change in ownership occur.

F-89
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December
31, 1996 and 1997 are as follows (in thousands):

<TABLE>
<CAPTION>
1996 1997
------ ------
<S> <C> <C>
Deferred tax assets:
Net operating loss carryforward.............................. $3,472 $5,357
Accrued liabilities.......................................... 64 92
Other........................................................ 72 67
------ ------
Net deferred tax assets..................................... 3,608 5,516
------ ------
Deferred tax liability--rental towers and related fee based
assets, principally due to differences in basis for financial
reporting purposes and tax purposes.......................... 9,945 12,283
------ ------
Net deferred tax liability.................................. $6,337 $6,767
====== ======
</TABLE>

There is no valuation allowance at December 31, 1996 and 1997 recorded
against the deferred tax assets. It is the opinion of management that the
scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies will more likely than not result in the
realization of the deferred tax assets.

(8)REDEEMABLE PREFERRED STOCK

In December 1995, the Company completed a private placement offering to its
existing security holders to sell up to 22,500 newly created shares of Series
A Redeemable Preferred Stock, $0.01 par value (Series A Preferred Stock), at
$200 per share. Net proceeds to the Company were approximately $4,500,000.

The shares of Series A Preferred Stock were sold together with 10-year
warrants to purchase a total of 22,500 shares of common stock at a nominal
exercise price. The Company determined the warrants to have an estimated fair
value of $500,000 at the offering date which was recorded as additional paid-
in capital and a reduction of the outstanding Series A Preferred Stock. As of
December 31, 1997, all of these warrants had been exercised.

Each share of Series A Preferred Stock has a liquidation preference of $200
per share. The Company at its option can redeem any or all the outstanding
shares of preferred stock for $200 per share. The Company is required to
redeem all such shares at a price of $200 per share upon the occurrence of (i)
a public offering or (ii) a change of control. The preferred shares have no
voting or dividend rights.

(9)STOCKHOLDERS' EQUITY

In conjunction with the acquisition of Bowen-Smith Holdings, Inc., the
Company issued warrants to the senior subordinated debt holder for 12,462
shares of common stock with an exercise price of $.01 per share. This warrant
was immediately exercisable into common stock of the Company. The Company
determined this warrant to have an estimated market value of $600,000 at the
acquisition date which was recorded as additional paid-in capital and a
reduction of the outstanding principal of the senior subordinated note
payable. The Company recorded accretion of the debt discount of $75,000 and
$59,000 for the years ended December 31, 1995 and 1996, respectively. As
discussed further in note 6, the Company prepaid the senior subordinated debt
holder in connection with the October 1996 amendment and extension of the
Company's senior credit facility. The remaining unamortized debt discount of
$450,000 was included as an extraordinary loss on the consolidated statement
of operations for the year ended December 31, 1996. The senior subordinated
warrant holder could require the Company to purchase the stock warrants
beginning in October 2002. The put amount was defined in the warrant agreement
with the senior subordinated lender. At December 31, 1996, the accompanying
consolidated financial statements include an accrual for $174,000 related to
the put feature of the warrants granted to the senior subordinated lender.
These warrants were exercised and the put retired on June 30, 1997.

F-90
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

During 1994, a warrant was also issued to a stockholder for 3,115 shares of
common stock with a nominal exercise price. Due to certain restrictions as to
the exercisability of this warrant, it was determined to have a value of
$75,000. This amount is reduced against the principal amount of the
subordinated note payable to stockholder. The Company recorded accretion of
the debt discount of $12,000 for each of the years ended December 31, 1995 and
1996. This warrant was exercised in 1997 in connection with the retirement of
the subordinated note payable to stockholder.

In June 1997, the Company completed a private placement offering of 36,049
shares of common stock with Clear Channel Communications, Inc. whereby the
Company raised proceeds of $23 million, net of issuance costs of approximately
$2 million.

(10)STOCK OPTION PLAN

In 1995, the Company adopted a stock option plan (the Plan) pursuant to
which the Company's Board of Directors may grant stock options to officers and
key employees. The Plan authorizes grants of options to purchase up to 9,231
shares of common stock. Stock options are granted with an exercise price equal
to the stock's fair market value at the date of grant. All stock options have
10-year terms and vest and become fully exercisable after a range of 3 to 4
years from the date of grant.

At December 31, 1997, there were 2,731 additional shares available for grant
under the Plan. The per share weighted-average value of stock options granted
during 1995, 1996, and 1997 was $37, $192, and $233, respectively, on the date
of grant, using the Black Scholes model with the following assumptions: risk-
free interest rate of 5.71% for the 1995 options, 6.58% for the 1996 options,
and 6.50% for the 1997 options, expected life of 8 years, expected volatility
of 0%, and an expected dividend yield of 0%.

The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation cost has been recognized for its stock options in
the consolidated financial statements. Had the Company determined compensation
cost based on the fair value at the grant date for its stock options under
SFAS No. 123, the Company's net income would have been reduced to the pro
forma amounts indicated below (in thousands):

<TABLE>
<CAPTION>
1995 1996 1997
----- ---- ----
<S> <C> <C> <C>
Net income (loss)
As reported................................................ $(572) $ 47 $377
Pro forma.................................................. (579) (231) 73
</TABLE>

At December 31, 1996, the range of exercise prices and weighted average
remaining contractual life of outstanding options was $100-$475, and 3.7
years, respectively. At December 31, 1997, the range of exercise prices and
weighted-average remaining contractual life of outstanding options was $100--
$475, and 7 years, respectively. Stock option activity during the periods
indicated is as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
NUMBER OF SHARES EXERCISE PRICE
---------------- ----------------
<S> <C> <C>
Balance at December 31, 1994 -- $--
Granted................................... 1,100 100
----- ----
Balance at December 31, 1995............... 1,100 100
Granted................................... 4,600 475
Forfeited................................. (500) 100
----- ----
Balance at December 31, 1996............... 5,200 432
Granted................................... 1,300 475
Forfeited................................. -- --
----- ----
Balance at December 31, 1997............... 6,500 $440
===== ====
</TABLE>

F-91
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

At December 31, 1996 and 1997, the number of options exercisable was 116 and
1,805, respectively, and the weighted-average exercise price of these options
was $100 and $392 per share respectively.

(11)RELATED PARTY TRANSACTIONS AND COMMITMENTS

LEASES

In the ordinary course of business the Company leases land and buildings
under long-term (ranging from one to ten years) operating leases. Total rent
expense relating to land and building leases was approximately $459,000,
$665,000 and $1,285,000 for the years ending December 31, 1995, 1996 and 1997,
respectively.

Minimum future lease payments for the years ending December 31, are as follows
(in thousands):

<TABLE>
<S> <C>
1998................................................................ $ 1,517
1999................................................................ 1,363
2000................................................................ 1,223
2001................................................................ 1,271
2002................................................................ 829
Thereafter.......................................................... 4,237
-------
Total minimum lease payments...................................... $10,440
=======
</TABLE>

RELATED PARTY TRANSACTIONS

The Company has entered into consulting agreements with three shareholders.
The total management payments under these agreements was $300,000 for each of
the years ended December 31, 1996 and 1997, respectively, and future minimum
payments required by these management agreements are $300,000 and $262,500 for
the years ended December 31, 1998 and 1999, respectively.

The Company was subject to a management agreement, which was terminated
during 1997, with a private investment firm which is a significant shareholder
of the Company. The Company paid $127,000 and $342,725 to this investment firm
during the years ended December 31, 1996 and 1997, respectively. The Company's
president and chairman, as well as another director are the principal
executive officers in the private investment firm.

The Company leases land for certain of its tower sites from an entity owned
by a shareholder. During the years ended December 31, 1996 and 1997, rental
expense relating to these land leases totaled $35,000 and $63,000,
respectively. Additionally, prior to 1997, the Company leased its office
facility from the same entity. Annual expense for the office facility
approximated $48,000 per year. The same shareholder is President of a tower
fabrication and construction company. The Company has acquired the majority of
its new towers from this entity, and during the years ended 1996 and 1997, the
Company made payments of $1,710,000 and $3,057,000 respectively, to this
entity.

F-92
<PAGE>

AMERICAN TOWER CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(12)SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES

The Company had the following noncash financing and investing activities (in
thousands):

<TABLE>
<CAPTION>
1995 1996 1997
------ ----- -----
<S> <C> <C> <C>
Notes payable issued for tower acquisitions............. $8,164 2,361 --
Common stock issued for acquisitions.................... -- 4,127 1,000
Reduction of note payable in connection with disposal of
towers................................................. -- -- 700
Put accrual written-off................................. -- -- 174
Notes payable issued for noncompete agreements.......... 160 -- --
Accrued acquisition costs............................... 150 -- --
Accrued debt refinancing costs.......................... 100 -- --
</TABLE>

(13)MERGER AGREEMENT

In December 1997, the Company entered into a Merger Agreement with American
Tower Systems Corporation (ATS) which, subject to certain conditions, will
result in the merger of the Company into ATS. The merger is scheduled to be
completed during the first half of 1998.

F-93
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
OPM-USA-INC.
Sarasota, Florida

We have audited the accompanying balance sheets of OPM-USA-INC. (the
"Company") as of December 31, 1997 and 1996, and the related statements of
operations, stockholders' equity (deficiency), and cash flows for the years
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Boston, Massachusetts
March 2, 1998

F-94
<PAGE>

OPM-USA-INC.

BALANCE SHEETS

DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash................................................ $ 790,267 $ 28,673
Accounts receivable................................. 349,628 --
Prepaid expenses and other current assets........... 268,236 60,830
----------- ----------
Total current assets.............................. 1,408,131 89,503
PROPERTY AND EQUIPMENT, Net........................... 15,333,257 2,694,349
OTHER ASSETS.......................................... 93,776 91,049
----------- ----------
TOTAL................................................. $16,835,164 $2,874,901
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable.................................... $ 2,104,929 $ 708,003
Accrued compensation................................ 177,210 --
Accrued expenses.................................... 189,233 2,384
Deferred revenue.................................... 804,705 18,932
Current maturities of long-term debt................ 1,744 1,587
----------- ----------
Total current liabilities......................... 3,277,821 730,906
----------- ----------
LONG-TERM DEBT........................................ 16,333,310 1,600,853
----------- ----------
COMMITMENTS AND CONTINGENCIES......................... -- --
----------- ----------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Common stock: $1.00 par value; 100 shares
authorized; 100 shares issued and outstanding
(including treasury shares)........................ 100 100
Additional paid-in capital.......................... 999,956 999,956
Accumulated deficit................................. (2,276,023) (456,914)
Treasury stock, at cost, 10 shares at December 31,
1997............................................... (1,500,000) --
----------- ----------
Total stockholders' equity (deficiency)........... (2,775,967) 543,142
----------- ----------
TOTAL................................................. $16,835,164 $2,874,901
=========== ==========
</TABLE>

See notes to financial statements.

F-95
<PAGE>

OPM-USA-INC.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
----------- ---------
<S> <C> <C>
REVENUES--Tower revenue................................ $ 863,258 $ 60,402
EXPENSES:
Operating expenses, excluding depreciation and amor-
tization............................................ 1,145,699 280,868
Depreciation and amortization........................ 428,499 43,230
General and administrative expenses.................. 488,496 138,967
----------- ---------
OPERATING LOSS......................................... (1,199,436) (402,663)
----------- ---------
OTHER INCOME (EXPENSE):
Interest expense..................................... (635,956) (17,625)
Other income......................................... 16,283 7,621
----------- ---------
Total other expense................................ (619,673) (10,004)
----------- ---------
NET LOSS............................................... $(1,819,109) $(412,667)
=========== =========
</TABLE>

See notes to financial statements.

F-96
<PAGE>

OPM-USA-INC.

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN ACCUMULATED TREASURY
STOCK CAPITAL DEFICIT STOCK TOTAL
------ ---------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1,
1996................... $100 $ 3,281 $ (44,247) $ -- $ (40,866)
Net loss.............. -- -- (412,667) -- (412,667)
Contributed capital... -- 996,675 -- -- 996,675
---- -------- ----------- ----------- -----------
BALANCE, DECEMBER 31,
1996................... 100 999,956 (456,914) -- 543,142
Net loss.............. -- -- (1,819,109) -- (1,819,109)
Acquisition of trea-
sury stock........... -- -- -- (1,500,000) (1,500,000)
---- -------- ----------- ----------- -----------
BALANCE, DECEMBER 31,
1997................... $100 $999,956 $(2,276,023) $(1,500,000) $(2,775,967)
==== ======== =========== =========== ===========
</TABLE>

See notes to financial statements.

F-97
<PAGE>

OPM-USA-INC.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................... $ (1,819,109) $ (412,667)
Adjustments to reconcile net loss to net cash pro-
vided by operating activities:
Depreciation and amortization..................... 428,499 43,230
Interest expense added to loan principal.......... 2,400 900
Changes in operating assets and liabilities:
Prepaid expenses and other current assets....... (207,406) (60,830)
Accounts receivable............................. (349,628) --
Loan origination costs.......................... (35,000) (88,167)
Accounts payable and accrued expenses........... 1,760,985 655,049
Deferred revenue................................ 785,773 18,932
------------ -----------
Net cash provided by operating activities......... 566,514 156,447
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES--
Purchase of property and equipment................. (13,034,977) (2,736,879)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions.............................. -- 996,675
Purchase of treasury stock......................... (1,500,000) --
Proceeds from long-term debt....................... 14,731,638 1,602,556
Repayment of long-term debt........................ (1,581) (126)
------------ -----------
Net cash provided by financing activities.......... 13,230,057 2,599,105
------------ -----------
INCREASE IN CASH.................................... 761,594 18,673
CASH, BEGINNING OF YEAR............................. 28,673 10,000
------------ -----------
CASH, END OF YEAR................................... $ 790,267 $ 28,673
============ ===========
</TABLE>

See notes to financial statements.

F-98
<PAGE>

OPM-USA-INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 1997 AND 1996

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General--OPM-USA-INC. (the "Company") develops and manages telecommunication
antenna site facilities in the Southeastern United States.

Sale of Company--In September 1997, the Company's stockholders entered into
an agreement to sell their common stock to American Tower Systems, Inc.
("ATSI") for a maximum purchase price of $105,000,000. The purchase price is
contingent upon the actual number of towers to be built on sites identified by
OPM and the cash flows generated from those towers. Approximately $21,300,000
was paid at closing. The sale closed on January 8, 1998. ATSI also agreed to
provide financing on identified sites which are in various stages of receiving
site permits to enable an additional 190 towers to be constructed. The
aggregate amount of this financing is limited to $37,000,000, of which
$5,784,156 was outstanding at December 31, 1997.

Concentration of Credit Risk--The Company performs ongoing credit evaluation
of its customers' financial condition. As of December 31, 1997, there are
three customers which individually comprise approximately 47%, 17% and 16% of
the Company's total revenue.

Use of Estimates--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Property and Equipment--Property and equipment is stated at cost, less
accumulated depreciation. Repairs and maintenance are charged to expense in
the year incurred. Depreciation for financial statement purposes is computed
using the straight-line method over the estimated useful lives of the assets.
Telecommunication towers and antenna site equipment are depreciated over a
period of 15 years, and office furniture, equipment, and automobiles are
depreciated over the useful lives of the assets ranging from 5 to 7 years.

Construction in Progress--The Company's tower construction expenditures are
recorded as construction in progress until the assets are placed in service.
The Company capitalizes subcontractor employee labor and overhead costs
incurred in connection with the construction of towers. As assets are placed
in service, they are transferred to the appropriate property and equipment
category and depreciation commences.

Other Assets--Other assets consist principally of deferred financing costs
which are being amortized over a three-year period. Accumulated amortization
aggregated $35,500 and $3,200 at December 31, 1997 and 1996, respectively.

Long-Lived Assets--The Company records impairment losses on long-lived
assets if events and circumstances indicate that the assets might be impaired.
Recoverability of long-lived assets is determined by periodically comparing
the forecasted, undiscounted net cash flows of the operations to which the
assets relate to the carrying amount. Through December 31, 1997, no
impairments requiring adjustments have occurred.

Revenue Recognition and Deferred Revenue--Tower revenues are recognized as
earned. Deferred revenue is recorded when tower rents are paid in advance of
performance.

Income Taxes--The Company is an S corporation for federal and state income
tax purposes. The stockholders report any income or loss of the Company
directly on their personal tax returns.

F-99
<PAGE>

OPM-USA-INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1997 AND 1996

2. PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Land.............................................. $ 575,102 $ 110,000
Telecommunication towers and antenna site equip-
ment............................................. 11,525,984 1,559,302
Office furniture, equipment and automobiles....... 326,439 109,893
Construction in progress.......................... 3,342,056 955,243
----------- ----------
Total........................................... 15,769,581 2,734,438
Less accumulated depreciation..................... (436,324) (40,089)
----------- ----------
Property and equipment, net....................... $15,333,257 $2,694,349
=========== ==========
</TABLE>

3. COMMITMENTS AND CONTINGENCIES

Lease Obligations--The Company leases office and antenna site facilities
under various operating lease agreements expiring through the year 2016. The
Company is committed to minimum rental payments under leases (exclusive of
real estate taxes, maintenance and other related charges) at December 31,
1997, as follows:

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31:
-------------------------
<S> <C>
1998.......................................................... $ 715,623
1999.......................................................... 737,092
2000.......................................................... 759,205
2001.......................................................... 781,981
2002.......................................................... 805,440
Thereafter.................................................... 14,176,317
-----------
Total......................................................... $17,975,658
===========
</TABLE>

Rent expense charged to operations for the years ended December 31, 1997 and
1996 amounted to $277,600 and $43,500, respectively.

Contract Obligations--The Company has contract obligations for the erection
of tower sites of $4,531,000 at December 31, 1997.

Litigation--The Company periodically becomes involved in various claims and
lawsuits that are incidental to its business. In the opinion of management,
there are no matters currently pending which would, in the event of adverse
outcome, have a material impact on the Company's financial position, the
results of operations or liquidity.

4. CUSTOMER LEASES

The Company leases space on its tower properties to customers for set
periods of time. Long-term leases typically contain provisions for renewals
and specified rent increases over the lease terms. The Company has minimum
lease commitments from its customers under these leases at December 31, 1997,
as follows:

F-100
<PAGE>

OPM-USA-INC.

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)

YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31:
-------------------------
<S> <C>
1998.......................................................... $ 1,375,980
1999.......................................................... 1,384,847
2000.......................................................... 1,394,065
2001.......................................................... 1,403,636
2002.......................................................... 1,582,977
Thereafter.................................................... 10,171,488
-----------
$17,312,993
===========
</TABLE>

5. RELATED-PARTY TRANSACTIONS

The Corporation has engaged with Atlantic Tower Construction, Inc. ("ATC"), a
corporation 100% owned by the Company's existing stockholder, to construct
certain telecommunication antenna site facilities. Payments to ATC aggregated
$922,700 and $617,000 for the years ended December 31, 1997 and 1996,
respectively.

In January 1998, the Company's stockholder paid bonuses aggregating $600,000
to certain employees of the Company in connection with the sale of the Company.
Such amounts will be expensed by the Company in 1998.

6. LONG-TERM DEBT

<TABLE>
<CAPTION>
1997 1996
----------- ----------
<S> <C> <C>
Unsecured loan payable to stockholder, Owen P.
Mills, in the original amount of $937,786, with
no repayment terms, including interest at the
rate of 8% per annum............................. $ 1,144,249 $ 972,110
Secured loan payable to Suntrust Bank in the
original amount of $575,000. Suntrust Bank has
made available a nonrevolving credit facility in
an amount not to exceed $10,000,000 for sites and
fully constructed antenna towers located thereon.
The loan matures in three years, at which time
the principal balance and accrued interest are
payable in full. The rate of interest accrues on
the outstanding principal balance of the loan
based on a floating rate equal to 3% above the
LIBOR rates...................................... 9,350,500 575,000
Secured loan payable to ATSI for financing con-
struction of antenna towers and sites, including
interest at a rate of 11.5% per annum............ 5,784,156 --
Unsecured mortgage loan payable to
Goodwin/Woodhouse in the original amount of
$25,000; interest payable at the rate of 9.5% per
annum, due November 30, 2006..................... 23,293 24,874
Secured loan payable to Huntington Bank in the
original amount of $30,000, interest accrued at
the rate of 8% per annum, principal and interest
due March 31, 2013............................... 32,856 30,456
----------- ----------
Total............................................. 16,335,054 1,602,440
Less current maturities........................... (1,744) (1,587)
----------- ----------
Long-term debt--net............................... $16,333,310 $1,600,853
=========== ==========
</TABLE>

In connection with the sale of the Company, the loans to the stockholder,
Suntrust Bank and ATS were paid in full (see Note 1).

* * * * * *

F-101
<PAGE>

APPENDIX A

AMERICAN RADIO SYSTEMS CORPORATION

FORM 10-K

FOR

YEAR ENDED

DECEMBER 31, 1997

The following Annual Report on Form 10-K of American Radio Systems Corporation
(ARS) for the year ended December 31, 1997 (the "1997 Form 10-K") was filed by
ARS with the Securities and Exchange Commission on March 31, 1998.

The information included in Note 1--"Pending Sale of Radio Operations and
Tower Separation", Note 10--"Tower Separation" and "Liquidity and Capital
Resources-Tower Separation" in Management's Discussion and Analysis of
Financial Conditions and Results of Operations of the 1997 Form 10-K is hereby
supplemented by the following recent developments:

1. Based on an estimate of "fair market value" using available information as
of April 30, 1998 of $23.00 per share of ATS common stock, the estimated
Merger Tax Liability would be between approximately $335.0 and $365.0
million, depending on applicable state tax rates, of which approximately
$20.0 million will be borne by ARS and the remaining obligation (of between
approximately $315.0 and $345.0 million, depending on applicable state tax
rates) will be paid by ATS. The estimated federal income tax liability will
increase or decrease by approximately $20.5 and $22.5 million, again
depending on applicable state rates, for each $1.00 increase or decrease in
the "fair market value" per share of the ATS common stock.

2. The Company estimates, as of May 5, 1998, that closing date balance sheet
adjustments based upon working capital and specified debt levels (including
the liquidation preference of the ARS Cumulative Preferred Stock) of ARS
and the taxes associated with such adjustments will result in a payment by
ATS to CBS between $20.0 and $33.0 million.
<PAGE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

FORM 10-K

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

(MARK ONE)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF
1934 (NO FEE REQUIRED)

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER 0-26102

AMERICAN RADIO SYSTEMS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 04-3196245
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

116 HUNTINGTON AVENUE
BOSTON MASSACHUSETTS 02116
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

(617) 375-7500
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:

<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
<S> <C>
Class A Common Stock, $.01 par value New York Stock Exchange
</TABLE>

SECURITIES REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT:
(TITLE OF CLASS)

None

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

The aggregate market value of the voting and non-voting common equity stock
held by non-affiliates of the registrant as of March 22, 1998 was
approximately $1,279,338,600. As of March 22, 1998 24,746,510 shares of Class
A Common Stock, 3,494,325 shares of Class B Common Stock and 1,295,518 shares
of Class C Common Stock were issued and outstanding.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

A-1
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
PART I.
ITEM 1. Business...................................................... 1
ITEM 2. Properties.................................................... 10
ITEM 3. Legal Proceedings............................................. 10
ITEM 4. Submission of Matters to a Vote of Security Holders........... 11
PART II.
ITEM 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.......................................... 12
ITEM 6. Selected Financial Data....................................... 13
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 16
ITEM 8. Financial Statements and Supplementary Data................... 22
ITEM 9. Changes In and Disagreements With Accountants On Accounting
and Financial Disclosure..................................... 22
PART III.
ITEM 10. Directors and Executive Officers of the Registrant............ 23
ITEM 11. Executive Compensation........................................ 25
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management................................................... 28
ITEM 13. Certain Relationships and Related Transactions................ 31
PART IV.
ITEM 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-
K............................................................ 32
Signatures.................................................... 33
</TABLE>

A-2
<PAGE>

INTRODUCTION

American Radio Systems Corporation ("American," "ARS" or the "Company")
desires to take advantage of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. American's Annual Report on Form 10-
K contains "forward-looking statements" including statements concerning
projections, plans, objectives, future events or performance and underlying
assumptions and other statements which are other than statements of historical
fact. For a description of the important factors, among others, that may have
affected and could in the future affect American's actual results and could
cause American's actual results for subsequent periods to differ materially
from those expressed in any forward-looking statement made by or on behalf of
American, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

As used in this Form 10-K, (a) "Tower Subsidiary", "Tower" and "ATS" mean
American Tower Systems Corporation (and include, unless the context otherwise
indicates, all of its subsidiaries), (b) "ATC" means American Tower
Corporation, (c) "ATC Merger" means the merger of ATC into ATS, (d) "American
Radio", the "Company" and "ARS" mean American Radio Systems Corporation (and
include, unless the context otherwise indicates, all of its subsidiaries), (e)
"CBS" means CBS Corporation, (f) "CBS Merger" means the merger of ARS into a
subsidiary of CBS, (g) "Tower Separation" means the separation of ATS from ARS
which will occur pursuant to the CBS Merger, (h) "ATSI" means American Tower
Systems (Delaware), Inc., a wholly-owned subsidiary of ATS which conducts the
site acquisition business of ATS, (i) "ATSLP" means American Tower Systems,
L.P., an indirect wholly-owned subsidiary of ATS, which conducts all of the
communications site business of ATS other than the site acquisition business,
and (j) "Operating Subsidiary" means each of ATSI and ATSLP.

PART I

ITEM 1. BUSINESS.

GENERAL

American is a national broadcasting company formed in 1993 to acquire,
develop and operate radio stations throughout the United States in markets
where it can be a leading radio operator (i.e., one of the top two radio
operators in terms of local market revenues). As of December 31, 1997, the
Company owned and/or operated approximately 100 radio stations in 21 markets
consisting of Austin, Baltimore, Boston, Buffalo, Charlotte, Cincinnati,
Dayton, Fresno, Hartford, Kansas City, Las Vegas, Pittsburgh, Portsmouth,
Portland, Riverside/San Bernadino, Rochester, Sacramento, San Jose, Seattle,
St. Louis and West Palm Beach and owned and/or operated approximately 760
wireless communication sites.

ATS is a leading independent owner and operator of wireless communications
towers in the U.S. ATS's primary business is the leasing of antennae sites on
multi-tenant towers for a diverse range of wireless communications industries,
including personal communications services, cellular, paging, specialized
mobile radio, enhanced specialized mobile radio and fixed microwave services,
as well as radio and television broadcasters. ATS also offers its customers
network development services, including site acquisition, zoning, antennae
installation, site construction and network design. These services are offered
on a time and materials or fixed fee basis or incorporated into build to suit
construction contracts. ATS intends to expand these services and to capitalize
on its relationships with its wireless customers through major build to suit
construction projects. ATS is also engaged in the video, voice and data
transmission business, which it currently conducts in the New York City to
Washington, D.C. corridor and in Texas.

ATS is a holding company whose principal asset is all of the issued and
outstanding capital stock of ATSI. In January 1998, ATSI transferred
substantially all of its assets and business, other than its site acquisition
business to ATSLP. ATSI and ATSLP are co-borrowers under ATS's loan agreement
with the banks. References to ATS include ATS and its consolidated
subsidiaries, including ATSI and ATSLP, unless the context otherwise requires.

A-3
<PAGE>

Pursuant to the CBS Merger, American Radio will become a wholly-owned
subsidiary of CBS and each holder of ARS Common Stock, at the effective time
of the CBS Merger, will receive for each share of ARS Common Stock held by
such holder, $44.00 per share in cash and one share of ATS Common Stock of the
same class as the ARS Common Stock to be surrendered. The balance of the
shares of ATS owned by ARS will be distributed to holders of options to
purchase ARS common stock and will be transferred to holders of ARS 7%
Convertible Exchangeable Preferred Stock, $1,000 liquidation preference
(Convertible Preferred Stock) upon conversion thereof. The CBS Merger has been
approved by the ARS common stockholders and did not require approval of the
CBS stockholders. Consummation of the CBS Merger is conditioned on, among
other things, the expiration or earlier termination of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, (HSR Act) waiting period and
approval of the FCC of the transfer of control of ARS's radio broadcasting
licenses. Subject to satisfaction of such conditions, the CBS Merger is
expected to occur in the Spring of 1998. As a result of the Tower Separation,
Tower will cease to be a subsidiary of, or otherwise be affiliated with ARS,
and will thereafter operate as an independent publicly held company. See
Pending Transactions.

RECENT TRANSACTIONS

During 1997, the Company consummated the following station acquisitions, all
of which were accounted for as purchases:

<TABLE>
<CAPTION>
AGGREGATE
NUMBER PRELIMINARY
DESCRIPTION/LOCATION OF STATIONS PURCHASE PRICE
-------------------- ----------- --------------
<S> <C> <C>
EZ Communications, Inc. ............................ 24 stations $830.0 million
Austin, TX.......................................... 3 stations 28.7 million
Baltimore, MD....................................... 2 stations 90.0 million
Boston/Worcester, MA................................ 3 stations 29.3 million
Charlotte, NC....................................... 1 station 10.0 million
Cincinnati, OH...................................... 1 station 30.5 million
Dayton, OH.......................................... 3 stations 15.6 million
Fresno, CA.......................................... 2 stations 6.0 million
Lebanon, OH......................................... 1 station 3.0 million
Palm Springs, CA.................................... 1 station 5.1 million
Portsmouth, NH...................................... 4 stations 6.0 million
Rochester, NY....................................... 5 stations 35.0 million
Sacramento, CA...................................... 3 stations 50.0 million
San Jose, CA........................................ 2 stations 31.0 million
</TABLE>

Certain of these properties were operated by the Company prior to
acquisition under local marketing agreements (LMA's).

During 1997, the Company consummated the following station exchange
transactions:

<TABLE>
<CAPTION>
GIVEN BY COMPANY RECEIVED BY COMPANY
- ----------------------------------- -------------------------------------------------------
NUMBER OF NUMBER OF OTHER CONSIDERATION
LOCATION STATIONS LOCATION STATIONS RECEIVED (GIVEN)
-------- ---------- -------- ---------- -------------------
<S> <C> <C> <C> <C>
Philadelphia, PA........ 2 stations Charlotte, NC........... 5 stations None
Charlotte, NC........... 1 station Pittsburgh, PA.......... 1 station $ 20.0 million
Rochester, NY........... 3 stations Cincinnati, OH.......... 1 station (16.0) million
Philadelphia, PA........ 1 station Sacramento, CA.......... 2 stations None
Sacramento, CA.......... 1 station West Palm Beach, FL..... 3 stations (33.0) million
New Orleans, LA......... 3 stations Seattle, WA............. 2 stations (7.5) million
</TABLE>

A-4
<PAGE>

During 1997, the Company disposed of the following properties:

<TABLE>
<CAPTION>
NUMBER OF CONSIDERATION
LOCATION STATIONS RECEIVED
-------- ---------- ----------------
<S> <C> <C>
Detroit, MI........................................ 1 station $ 20.0 million
Omaha, NE.......................................... 2 stations 38.0 million
Rochester, NY...................................... 1 station 0.7 million
Sacramento, CA..................................... 2 stations 29.0 million
San Jose, CA....................................... 1 station 3.2 million
Seattle, WA........................................ 1 station 1.8 million
St. Louis, MO...................................... 1 station 10.0 million
West Palm Beach, FL................................ 3 stations 29.0 million and
a tower property
</TABLE>

The Company also acquired the New England Weather Service (NEWS), located in
Hartford, CT, during 1997. The Company exercised an option to acquire NEWS
which it had obtained in 1995; consideration paid consisted of an option
purchase price of $1.0 million, which had been paid in 1995, and nominal
purchase consideration at the time of closing.

During 1997, the Tower Subsidiary consummated the following acquisitions:

<TABLE>
<CAPTION>
CONSIDERATION
DESCRIPTION/LOCATION NUMBER OF TOWERS GIVEN
-------------------- ---------------- -------------
<S> <C> <C>
Northern California................... 1 tower $2.0 million
Northern California................... 110 towers and a site 45.0 million
management business
Mid-Atlantic/California/Texas......... 128 towers and video, 70.3 million
voice and data transport
Massachusetts/Rhode Island/Oklahoma... 9 towers and a landsite 7.8 million
Connecticut/Rhode Island.............. 6 towers 1.5 million
Southern California................... 56 towers and a site 33.5 million
management business
Washington, D.C....................... 1 tower 0.9 million
Pennsylvania.......................... 6 towers 0.3 million
Maryland.............................. Building rights for 5 0.5 million
towers
Georgia, North and South Carolina..... 21 towers and a site 5.4 million
management business
Several geographic areas.............. Tower site development 13.0 million
businesses
Massachusetts......................... 3 towers 0.3 million
</TABLE>

In May 1997, the Tower Subsidiary and an unaffiliated party formed a limited
liability corporation to own and operate communication towers which will be
constructed on over 50 tower sites in northern California. The Tower
Subsidiary paid approximately $0.8 million to the unaffiliated party and
currently owns a 70% interest in the entity, with the remaining 30% owned by
an unaffiliated party. The Tower Subsidiary is obligated to provide additional
financing for the construction of these and any additional towers it may
approve; the obligation for such 50 tower sites is estimated to be
approximately $5.3 million. The accounts of the limited liability corporation
are included in the consolidated financial statements with the other party's
investment reflected as minority interest in subsidiary.

For further information regarding these transactions, see the Consolidated
Financial Statements.

A-5
<PAGE>

1998 Station Acquisitions and Dispositions:

During the first quarter of 1998, the Company has consummated the following
station exchange transactions:

During the first quarter of 1998, the Company has disposed of the following
station:

<TABLE>
<CAPTION>
CONSIDERATION
LOCATION NUMBER OF STATIONS RECEIVED
-------- ------------------ -------------
<S> <C> <C>
Sacramento, CA................................ 1 station $4.0 million

During the first quarter of 1998, the Company has consummated the following
station acquisition:

<CAPTION>
CONSIDERATION
LOCATION NUMBER OF STATIONS GIVEN
- -------- ------------------ -------------
<S> <C> <C>
Riverside, San Bernadino/Sun City, CA......... 2 stations $60.0 million
</TABLE>

1998 Tower Acquisitions:

During the first quarter of 1998, the Tower Subsidiary consummated the
following acquisitions:

<TABLE>
<CAPTION>
NUMBER OF CONSIDERATION
DESCRIPTION/LOCATION TOWERS GIVEN
-------------------- --------- -------------
<S> <C> <C>
Tucson, AZ.............................................. 6 towers $12.0 million
Palm Springs, CA........................................ 1 tower 0.75 million
Northern CA............................................. 11 towers 11.8 million
</TABLE>

In January 1998, the Tower Subsidiary consummated an agreement to acquire
all of the outstanding stock of Gearon & Co. Inc. (Gearon), a company based in
Atlanta, Georgia, for an aggregate purchase price of approximately $80.0
million consisting of approximately $32.0 million in cash and assumed
liabilities and the issuance of approximately 5.3 million shares of Tower
Class A Common Stock. Gearon is engaged in site acquisition, development,
construction and facility management of wireless network communications
facilities on behalf of its customers and owns or has under construction
approximately 40 tower sites. Following consummation, the Tower Subsidiary
granted options to acquire up to 1,200,000 shares of Class A Common Stock at
an exercise price of $13.00 to employees of Gearon.

In January 1998, the Tower Subsidiary consummated the acquisition of OPM-
USA-INC. (OPM), a company which owned approximately 90 towers at the time of
acquisition. In addition, OPM is in the process of developing an additional
160 towers that are expected to be constructed during the next 12 to 18
months. The purchase price, which is variable and based on the number of
towers completed and the forward cash flow of the completed OPM towers, could
aggregate up to $105.0 million, of which approximately $21.3 million was paid
at the closing. The Tower Subsidiary had also agreed to provide the financing
to OPM to enable it to construct the 160 towers in an aggregate amount not to
exceed $37.0 million (less advances as of consummation aggregating
approximately $5.8 million).

In January 1998, the Company transferred to the Tower Subsidiary 14
communications sites currently used by the Company and various third parties
(with an ARS net book value of approximately $4.2 million), and the Company
and the Tower Subsidiary entered into leases or subleases of space on the
transferred towers. Two additional communications sites will be transferred
and leases entered into following acquisition by the Company of the sites from
third parties.

A-6
<PAGE>

Equity and Debt Financings

January 1997 Private Offering: In January 1997, American sold 2,000,000
shares of 11 3/8% Cumulative Exchangeable Preferred Stock, $100 liquidation
preference per share (the Cumulative Exchangeable Preferred Stock). Net
proceeds from the offering were approximately $192.1 million. The Cumulative
Exchangeable Preferred Stock is exchangeable at American's option for the
Exchange Debentures. American has the option, on or prior to January 15, 2002,
to pay dividends on the Cumulative Exchangeable Preferred Stock (and/or
interest on the Exchange Debentures) in the form of additional shares of
Exchangeable Preferred Stock (or Exchange Debentures). The Cumulative
Exchangeable Preferred Stock and Exchange Debentures are redeemable for cash
at any time after January 15, 2002 at the option of American, and American is
required to redeem all of the Cumulative Exchangeable Preferred Stock
outstanding on January 15, 2009.

Credit Agreements: In January 1997, American entered into two credit
agreements (the American Credit Agreement) pursuant to which American may
borrow a maximum combined principal amount of $900.0 million, of which $150.0
million was available only to finance the repurchase of certain note
obligations of EZ which were assumed by the Company in connection with the EZ
Merger (the EZ Note commitment) and has since been cancelled. In October 1997,
the Tower Subsidiary entered into the 1997 ATS Credit Agreement, which
replaced the previously existing credit agreement. All amounts outstanding
under the previous agreement were repaid with proceeds from the 1997 ATS
Credit Agreement. The 1997 ATS Credit Agreement provides the Tower Subsidiary
with a $250.0 million loan commitment based on ATS maintaining certain
operational ratios and an additional $150.0 million loan at the discretion of
ATS, which is available through June 2005.

In order to facilitate future growth and, in particular, to finance its
construction program, ATS is in the process of negotiating an amended and
restated loan agreement with its senior lenders, pursuant to which the
existing maximum borrowing of the Operating Subsidiaries would be increased
from $400.0 million to $900.0 million, subject to compliance with certain
financial ratios, and ATS would be able to borrow an additional $150.0
million, subject to compliance with certain less restrictive ratios.
Borrowings under an amended loan agreement would also be available to finance
acquisitions. There can be no assurance that such negotiations will result in
the execution of definitive loan agreements on terms satisfactory to ATS.

PENDING TRANSACTIONS

CBS Merger: In September 1997, the Company entered into a merger agreement
with CBS which was amended and restated in December 1997 pursuant to which the
Company will become a wholly-owned subsidiary of CBS and each holder of ARS
Common Stock, at the effective time of the CBS Merger, will receive for each
share of ARS Common Stock held by such holder, $44.00 per share in cash and
one share of ATS Common Stock of the same class as the ARS Common Stock to be
surrendered. The balance of the shares of ATS owned by ARS will be distributed
to holders of options to purchase ARS common stock and will be transferred to
holders of ARS Convertible Preferred Stock upon conversion thereof. The CBS
Merger has been approved by the ARS common stockholders and did not require
approval of the CBS stockholders. Consummation of the CBS Merger, is
conditioned on, among other things, the expiration or earlier termination of
the HSR Act waiting period and approval of the Federal Communications
Commission (FCC) of the transfer of control of ARS's radio broadcasting
licenses. Subject to satisfaction of such conditions, the CBS Merger is
expected to occur in the Spring of 1998.

Pending Radio Transactions:

Portsmouth: In March 1998, entered into an agreement to sell the assets of
WQSO-FM and WZNN-AM serving Rochester, New Hampshire and WERZ-FM and WMYF-AM,
serving Exeter, New Hampshire for approximately $6.0 million. Subject to the
receipt of FCC approval, the transaction is expected to be consummated in the
second quarter of 1998.

Portland, Sacramento, San Francisco and San Jose: In April 1997, the Company
entered into an asset exchange agreement pursuant to which it will acquire
KINK-FM, serving Portland, Oregon, KUFX-FM

A-7

<PAGE>

(formerly KBRG-FM), serving Fremont/San Francisco, California, $2.0 million in
a promissory note to ARS due September 30, 1998 or at the time of certain
earlier events, and 150,000 shares of common stock of Latin Communications,
Inc., in exchange for KBRG-FM (formerly KBAY-FM), serving San Jose, and KRRE-
FM (formerly KSSJ-FM), serving Sacramento. The agreement also provides for the
exchange of KINK-FM for KBRG-FM in the event regulatory approval for the
exchange of KUFX-FM and KRRE-FM cannot be obtained. The Justice Department has
approved the exchange of KRRE-FM for KUFX-FM. The transaction is expected to
be consummated in the second quarter of 1998. The Company began programming
and marketing KINK-FM and KUFX-FM pursuant to an LMA agreement in January
1998. At the same time the purchaser of KBRG-FM began programming and
marketing KBRG-FM pursuant to an LMA agreement.

Sacramento: In March 1998, the Company expects to enter into an asset
exchange agreement pursuant to which, subject to the receipt of FCC approval,
the Company's KRAK-FM would exchange FCC frequencies with another radio
station also located in the Sacramento market for approximately $4.4 million.

San Jose and Monterey: In March 1997, the Company entered into a merger
agreement pursuant to which the Company will acquire the assets of KEZR-FM
serving San Jose and KLUE-FM serving Monterey, California in exchange for
approximately 723,000 shares of Class A Common Stock valued at approximately
$20.0 million and $4.0 million in cash. In June 1997, the Company and the
seller each received a Civil Investigative Demand from the Antitrust Division
of the Department of Justice requesting certain documentary materials
regarding the merger and the purchase, sale, trade or other transfer of radio
stations in San Jose, California. Subject to the receipt of FCC approval and
resolution of the matters raised by the Antitrust Division described above,
the acquisition is expected to be consummated in the second half of 1998.

San Jose: In October 1997, the Company entered into an agreement to sell
KSJO-FM for approximately $30.0 million. Subject to the receipt of FCC
approval, the transaction is expected to be consummated in the first half of
1998.

St. Louis: In September 1997, the Company entered into an agreement to sell
the assets of KFNS-AM serving the St. Louis, Missouri market for approximately
$3.8 million. Subject to the receipt of FCC approval, the transaction is
expected to be consummated in the second quarter of 1998.

Temple: In May 1997, the Company entered into an agreement to acquire radio
station KKIK-FM, licensed to Temple, Texas (in the Austin area) for
approximately $3.7 million. Subject to the approval of the FCC, the
transaction is expected to be consummated in the second quarter of 1998.

West Palm Beach: In July 1997, the Company entered into an agreement to
acquire WTPX-FM for approximately $11.0 million. The Company began programming
and marketing the station pursuant to an LMA in June 1997. In October 1997,
the Company entered into an agreement to terminate these agreements.

In October 1997, the Company entered into an agreement to sell WEAT-AM
serving West Palm Beach, Florida for approximately $1.5 million. Subject to
the receipt of FCC approval, the transaction is expected to be consummated in
the second quarter of 1998.

Pending Tower Subsidiary Transactions:

In December 1997, the Tower Subsidiary entered into a merger agreement with
American Tower Corporation (ATC) pursuant to which ATC will merge with and
into ATS which will be the surviving corporation. Pursuant to the ATC merger,
ATS expects to issue an aggregate of approximately 31.1 million shares of ATS
Class A Common Stock (including shares issuable upon exercise of options to
acquire ATC common stock which will become options to acquire ATS Class A
Common Stock). ATC is engaged in the business of acquiring, developing, and
leasing wireless communications sites to companies using or providing cellular
telephone, paging, microwave and specialized mobile radio services and is
located in 31 states, primarily in the western, eastern and southern United
States. Consummation of the transaction is subject to, among other things, the
expiration or earlier termination of the HSR Act waiting period, and is
expected to occur in the Spring of 1998.

A-8
<PAGE>

In January 1998, the Tower Subsidiary entered into an agreement to purchase
the assets relating to a teleport business serving the Washington, D.C. area
for a purchase price of approximately $30.5 million, subject to receipt of FCC
approval. The facility is located in northern Virginia, inside of the
Washington Beltway, on ten acres.

In February 1998, the Tower Subsidiary entered into an agreement to acquire
a tower in Sacramento, California for approximately $1.2 million.

In March 1998, ATS entered into a letter of intent to acquire a company
which is in the process of constructing approximately 40 towers in the Tampa,
Florida area, of which seven are presently operational. The purchase price
will be equal to ten times the "Current Run Rate Cash Flow" at the time of
closing which is expected to occur in the Spring of 1999. The purchase price
is payable in shares of Class A Common Stock (valued at market prices shortly
prior to closing) and, at the election of the seller, cash in an amount not to
exceed 49% of the purchase price. "Current Run Rate Cash Flow" means twelve
(12) times the excess of net revenues over direct operating expenses for the
month preceding closing. ATS is obligated to advance construction funds to the
seller in an aggregate amount not to exceed $12.0 million in the form of a
secured note (guaranteed by the stockholders on a nonrecourse basis and
secured by the stock of the seller), of which approximately $2.1 million has
been advanced to date or will be advanced in April 1998.

Unless otherwise noted, consummation of these pending transactions is
expected to occur in the first half of 1998.

COMPETITION

Radio Broadcasting

The financial success of each of the Company's radio stations is dependent,
to a significant degree, upon its audience ratings and its share of the
overall radio advertising revenue within its geographic market and the
popularity of its programming within that market and, to a lesser extent, on
the economic health of the geographic market in which it operates. Radio
broadcasting is a highly competitive business. Each of the Company's radio
stations competes for audience share and advertising revenue directly with
other media, such as billboards, newspapers, television, magazines, direct
mail, compact discs and music videos. With the elimination of restrictions on
the number of radio stations which may be owned nationally by a single
operator and the liberalization of local ownership restrictions effected by
the Telecommunications Act of 1996, the radio industry is experiencing a
concentration of ownership, as a result of which, competition may intensify as
a limited number of larger companies with greater resources emerges. See
Federal Regulation of Radio Broadcasting below.

The radio broadcasting industry is also subject to competition from new
media technologies that are being developed or introduced, such as the
delivery of audio programming by cable television systems and by digital audio
broadcasting (DAB). DAB may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats to local and
national audiences. The radio broadcasting industry historically has grown in
terms of total revenues despite the introduction of new technologies for the
delivery of entertainment and information, such as television broadcasting,
cable television, audio tapes and compact discs. Another possible competitor
to traditional radio is In Band On Channel (IBOC) digital radio. IBOC could
provide multi-channel, multi-format digital radio services in the same
bandwidth currently occupied by traditional FM radio services.

In addition to management experience, factors that may materially influence
a station's competitiveness include the station's rank in its market, its
authorized transmission power, general radio signal strength, audience
characteristics, local program acceptance and the characteristics of other
stations in the market area. The Company attempts to improve its competitive
position in each market by devoting extensive research to its stations'
programming, implementing advertising campaigns aimed at the demographic
groups for which its stations program and managing its sales efforts to
attract a larger share of advertising dollars.

A-9
<PAGE>

Tower Subsidiary

ATS competes for antennae site customers with wireless carriers that own and
operate their own tower networks and lease tower space to other carriers, site
development companies that acquire space on existing towers for wireless
providers and manage new tower construction, other national independent tower
companies and traditional local independent tower operators. Wireless service
providers that own and operate their own tower networks generally are
substantially larger and have greater financial resources than ATS. ATS
believes that tower location and capacity, price, quality of service and
density within a geographic market historically have been and will continue to
be the most significant competitive factors affecting owners, operators and
managers of communications sites.

ATS competes for acquisition and new tower construction site opportunities
with wireless service providers, site developers and other independent tower
operating companies, as well as financial institutions. ATS believes that
competition for acquisitions and tower construction sites will increase and
that additional competitors will enter the tower market, certain of which may
have greater financial resources than ATS.

EMPLOYEES

As of December 31, 1997, American employed 2,655 employees (1,910 full time
and 745 part time persons). American has three agreements with the American
Federation of Television and Radio Artists (AFTRA) covering various on-air
personnel at four of its Boston stations, two of its Hartford stations and two
of its Pittsburgh stations which expired on May 31, 1997 and are currently in
negotiation. American also has agreements with the International Brotherhood
of Electrical Workers, AFL-CIO (IBEW) in Boston, Cincinnati, and in Fresno
which expired on March 1, 1997, and is currently in negotiation. American
considers its relations with its employees, AFTRA, and IBEW to be
satisfactory.

REGULATORY MATTERS

Federal Regulation of Radio Broadcasting

The radio broadcasting industry is subject to extensive and changing
regulatory oversight, governing, among other things, technical operations,
ownership and business and employment practices, and certain types of program
content (including indecent and obscene program material).

The ownership, operation and sale of radio broadcast stations (including
those licensed to American) are subject to the jurisdiction of the FCC, which
acts under authority granted by the Communications Act of 1934, as amended
(Communications Act). The Communications Act prohibits the assignment of an
FCC license or a transfer of control of an FCC licensee without the prior
written approval of the FCC. In determining whether to grant requests for
consents to such assignments or transfers, and in determining whether to grant
or renew a radio broadcast license, the FCC considers a number of factors
pertaining to the licensee (and proposed licensee) including compliance with
alien ownership restrictions and rules governing the multiple ownership and
cross-ownership of broadcast and other media properties, the "character" of
the applicant and those persons or entities holding "attributable" interests
in the applicant and compliance with the Anti-Drug Abuse Act of 1988. Among
other things, the FCC assigns frequency bands for radio broadcast stations;
issues, renews, revokes and modifies radio broadcast station licenses;
regulates transmitting equipment used by radio broadcast stations; and adopts
and implements regulations and policies that directly or indirectly affect the
ownership, operation, program content and employment and business practices of
radio broadcast stations. The FCC also has the power to impose penalties for
violations of its rules and the Communications Act.

On February 8, 1996, the President signed the Telecommunications Act of 1996
which substantially amended the Communications Act. The Telecommunications
Act, among other things, eliminated the national radio broadcast ownership
restrictions in the FCC's broadcast ownership regulations and increased the
number of radio broadcast stations that a single entity may own in a local
radio market. The precise number of stations that may be commonly owned in a
particular local market depends upon the number of commercial radio stations
serving that market.

A-10
<PAGE>

Reference should be made to the Communications Act, the FCC's rules and the
public notices and rulings of the FCC for further information concerning the
nature and extent of federal regulation of radio broadcast stations.

Communications Site Business

Federal Regulations. Both the FCC and the FAA regulate towers used for
wireless communications radio and television antenna. Such regulations control
the siting, lighting, marking and maintenance of towers and may, depending on
the characteristics of the tower, require registration of tower facilities and
issuance of determinations of no hazard. Wireless communications devices
operating on towers are separately regulated and independently licensed by the
FCC based upon the regulation of the particular frequency used. In addition,
the FCC also separately licenses and regulates television and radio stations
broadcasting from towers. Depending on the height and location, proposals to
construct new antenna structures or to modify existing antenna structures are
reviewed by the FAA to ensure that the structure will not present a hazard to
aircraft, and such a review is a prerequisite to FCC authorization of
communication devices placed on a tower. Tower owners also may bear the
responsibility for notifying the FAA of any tower lighting failures. ATS
generally indemnifies its customers against any failure to comply with
applicable standards. Failure to comply with applicable requirements may lead
to civil penalties.

The introduction and development of digital television also may affect ATS
and some of its largest customers. In addition, the structural and power
requirements for DTV transmission facilities may necessitate the relocation of
many currently co-located FM antennae. The construction and reconstruction of
this substantial number of antenna structures presents a potentially
significant state and local regulatory obstacle to the communications site
industry. As a result, the FCC has solicited comments on whether, and in what
circumstances, the FCC should preempt state and local zoning and land use laws
and ordinances regulating the placement and construction of communications
sites. There can be no assurance as to whether or when any such federal
preemptive regulations may be promulgated or, if adopted, what form they might
take, whether they would be more or less restrictive than existing state and
local regulations, or whether the constitutionality of such regulation, if
challenged, would be upheld.

ENVIRONMENTAL MATTERS

Under various federal, state and local environmental laws, ordinances and
regulations, an owner of real estate or a lessee conducting operations thereon
may become liable for the costs of investigation, removal or remediation of
soil and groundwater contaminated by certain hazardous substances or wastes.
Certain of such laws impose cleanup responsibility and liability without
regard to whether the owner or operator of the real estate or operations
thereon knew of or was responsible for the contamination, and whether or not
operations at the property have been discontinued or title to the property has
been transferred. The owner or operator of contaminated real estate also may
be subject to common law claims by third parties based on damages and costs
resulting from off-site migration of the contamination. In connection with its
former and current ownership or operation of its properties, American and, in
particular, ATS may be potentially liable for environmental costs such as
those discussed above.

A-11
<PAGE>

American believes it and ATS are in compliance in all material respects with
all applicable material environmental laws. ATS has not received any written
notice from any governmental authority or third party asserting, and is not
otherwise aware of, any material environmental non-compliance, liability or
claim relating to hazardous substances or wastes or material environmental
laws. However, no assurance can be given (i) that there are no undetected
environmental conditions for which ATS might be liable in the future or (ii)
that future regulatory action, as well as compliance with future environmental
laws, will not require ATS to incur costs that could have a material adverse
effect on ATS's financial condition and results of operations.

ITEM 2. PROPERTIES.

American's corporate headquarters are located in leased facilities at 116
Huntington Avenue, Boston, Massachusetts.

The properties used by American's radio stations and owned by the Tower
Subsidiary consist of office and studio facilities, towers, and tower and
transmitter sites. Station studio and sales offices are generally located in a
downtown or business district. Antennas are located on either American-owned
or leased towers. Transmitter and tower sites are generally located to provide
maximum market coverage. American believes that owning its tower and
transmitter sites is an important goal for the Company inasmuch as such
ownership provides a station with the stabilizing benefits of predictable cash
flow and lower fixed operating costs.

American owns many of its towers, transmitter sites and studio facilities.
Certain office and studio facilities, towers and tower and transmitter sites
are also leased by American under leases that expire in three to twenty-five
years, most of which are renewable. American does not anticipate any
difficulties in renewing its leases, where required, or in leasing additional
space, if required, and it believes that its properties are adequate for its
operations.

American owns substantially all of the equipment it uses, including its
transmitting antennas, transmitters, studio equipment and general office
equipment.

American believes that its properties are in good condition and suitable for
its operations; however, American continually reviews opportunities to upgrade
its properties. See Notes to Consolidated Financial Statements of American for
additional information regarding the Company's credit agreements and the
minimum annual rental commitments of American.

ATS's interests in its communications sites are comprised of a variety of
fee interests, leasehold interests created by long-term lease agreements and
private easements, as well as easements, licenses or rights-of-way granted by
government entities. In rural areas, a communications site typically consists
of a three to five acre tract which supports towers, equipment shelters and
guy wires to stabilize the structure. Less than 2,500 square feet are required
for a self-supporting tower structure of the kind typically used in
metropolitan areas. Land leases generally have twenty (20) to twenty-five (25)
year terms, with three five-year renewals, or are for five-year terms with
automatic renewals unless ATS otherwise specifies. Some land leases provide
"trade-out" arrangements whereby ATS allows the landlord to use tower space in
lieu of paying all or part of the land rent. Pursuant to its loan agreement,
the senior lenders have liens on substantially all of the fee interests,
leasehold interests and other assets of the Operating Subsidiary which owns,
directly or, in certain cases, through subsidiaries all of the assets of the
consolidated group.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, American becomes involved in various claims and lawsuits
that are incidental to its business. In the opinion of American's management,
there are no legal or regulatory proceedings pending against American which
could have a material impact on financial position, the results of operations
or liquidity.

A-12
<PAGE>

In February 1998, various letters alleging that WEGQ-FM, Lawrence,
Massachusetts, caused blanketing interference were filed at the FCC against
the station's pending license renewal application. American is investigating
the complaint and preparing a response. In March 1998, a letter complaining
about the programming of WPXY-FM, Rochester, New York, was filed with the FCC
against the station's renewal application. American has filed an opposition to
the programming complaint. The FCC has indicated that it considers the
complaints against both stations to be informal objections.

On August 13, 1997, a petition to deny alleging multiple ownership
violations, assertion of excessive control by American, and lack of candor
with respect to radio stations in the West Palm Beach market was filed against
American's application to acquire WTPX-FM, Jupiter, Florida, which was
submitted to the FCC in File No. BALH-970703GM (the WTPX-FM Application). On
September 16, 1997, American and the seller jointly requested the dismissal of
the WTPX-FM Application. The FCC granted the request without prejudice to
whatever further action, if any, the Commission may deem appropriate with
respect to the matters raised in the petition, and dismissed the petition as
moot. American is reviewing the allegations to ensure compliance with
applicable law.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On December 19, 1997, holders of Class A Common Stock, par value $.01 per
share, and Class B Common Stock, par value $.01 per share (collectively, the
Common Stock) of American, owning of record shares representing in excess of
50% of the combined voting power of all the outstanding Common Stock as of
December 19, 1997, consented in writing pursuant to Sections 228 and 251 of
the Delaware General Corporation Law to (i) the approval and adoption of the
Amended and Restated Agreement and Plan of Merger, by and among American, CBS
and R Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary
of CBS (CBS Sub), dated as of December 18, 1997 (Amended Agreement), pursuant
to which CBS Sub will merge with and into American and American will become a
subsidiary of CBS, and the transactions contemplated thereby and (ii) the
approval and adoption of the Agreement and Plan of Merger between American and
ATS Merger Corporation, a Delaware corporation and wholly-owned subsidiary of
American, dated as of December 18, 1997 (the Tower Merger Agreement), which
provides for the merger (the Tower Merger) of ATS Merger Corporation with and
into American, and the transactions contemplated thereby.

Because the stockholders having given their written consent to the approval
and adoption of the Amended Agreement and Tower Merger Agreement own shares
representing in excess of 50% of the voting power of the outstanding American
Common Stock, their written consent is sufficient to approve and adopt the
Amended Agreement and the Tower Merger Agreement under the Delaware General
Corporation Law without regard to the consent/vote of any other stockholder of
American. For this reason, American will not call a meeting of the
stockholders to vote on the Amended Agreement or the Tower Merger Agreement
nor will American ask the holders of American Common Stock for a proxy
relating thereto.

A-13
<PAGE>

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

Shares of the Company's Class A Common Stock, par value $.01 per share (the
Class A Shares) were quoted on the Nasdaq National Market System under the
symbol "AMRD" from the consummation of the Common Stock initial public
offering in June 1995 through February 4, 1997. On February 5, 1997, the
Company began trading on the New York Stock Exchange under the symbol "AFM".
The following table sets forth, for the calendar quarters indicated, the high
and low closing sales prices of the Class A Shares while quoted on the New
York Stock Exchange and the Nasdaq National Market System, as reported in
published financial sources. There is no public trading market for the
Company's Class B Common Stock, par value $.01 per share (the Class B Shares),
or the Company's Class C Common Stock, par value $.01 per share (the Class C
Shares).

<TABLE>
<CAPTION>
HIGH LOW
-------- ---------
<S> <C> <C>
1997:
First Quarter.......................................... $36 1/4 $28 1/4
Second Quarter......................................... 39 7/8 25 3/4
Third Quarter.......................................... 51 7/8 38 13/16
Fourth Quarter......................................... 53 5/16 47 5/8
<CAPTION>
HIGH LOW
-------- ---------
<S> <C> <C>
1996:
First Quarter.......................................... $34 1/2 $25
Second Quarter......................................... 43 1/2 30 1/4
Third Quarter.......................................... 43 33
Fourth Quarter......................................... 37 3/4 23 7/8
<CAPTION>
HIGH LOW
-------- ---------
<S> <C> <C>
1995:
Second Quarter (commencing June 9, 1995)............... $26 $18 1/4
Third Quarter.......................................... 29 3/4 23
Fourth Quarter......................................... 28 1/2 19 1/2
</TABLE>

As of March 22, 1998, there were 317 holders of record (which number does
not include the number of stockholders whose shares are held of record by a
broker or clearing agency but does include each such brokerage house or
clearing agency as one record holder) of the Class A Shares; 46 holders of
record of the Class B shares; and one holder of record of the Class C shares.

The Company has not paid dividends on its shares of Common Stock, and the
payment of dividends on Common Stock is restricted by the terms of the
American Credit Agreement, the Indenture under which the 9% Senior
Subordinated Notes were issued in February 1996 and the 9.75% EZ Senior
Subordinated Notes. It is not anticipated that any dividends will be paid on
any shares of any class of the Company's Common Stock in the foreseeable
future.

A-14
<PAGE>

ITEM 6. SELECTED COMBINED FINANCIAL DATA OF AMERICAN AND THE
PREDECESSOR ENTITIES.

The following Selected Combined Financial Data have been derived from the
consolidated financial statements of American and its predecessor entities. On
November 1, 1993, American commenced operations following the merger of four
radio broadcasting entities: Stoner Broadcasting Systems, Inc., Atlantic
Radio, L.P., Multi Market Communications, Inc. and Boston AM Radio Corporation
(collectively, the Predecessor Entities). The following financial data present
the combined operating results and financial position of the Predecessor
Entities for the periods prior to the date of the Combination (November 1,
1993) for the ten months ended October 31, 1993 as if such entities had
combined effective October 31, 1993 or, if later, the commencement of
operations of certain Predecessor Entities. The information as of December 31,
1994, 1995, 1996 and 1997 and for each of the years then ended is based on the
historical American consolidated financial statements. This selected financial
data should be read in connection with such financial statements and notes
thereto and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" appearing elsewhere in this Form 10-K.

SELECTED COMBINED FINANCIAL DATA(1)

AMERICAN RADIO SYSTEMS CORPORATION
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
COMBINED
PREDECESSOR
ENTITIES(2) AMERICAN(2) COMBINED(2) AMERICAN
----------- ------------ ------------ ---------------------------------------
TWO
TEN MONTHS MONTHS YEAR
ENDED ENDED ENDED YEARS ENDED DECEMBER 31,
OCTOBER 31, DECEMBER 31, DECEMBER 31, ---------------------------------------
1993 1993 1993 1994 1995 1996 1997
----------- ------------ ------------ -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net revenues............ $45,010 $ 8,943 $53,953 $ 68,034 $ 97,772 $178,019 $ 374,118
Operating income
(loss)................. (845) 91 (754) 5,756 14,452 27,031 55,033
Income (loss) before ex-
traordinary losses..... (4,877) (447) (5,324) (73) 9,105 5,135 (7,649)
Extraordinary losses-
net.................... (1,160) (817) (2,333)
Net income (loss) appli-
cable to common stock-
holders................ (4,877) (447) (5,324) (3,120) 7,473 162 (41,146)
Basic income (loss) be-
fore extraordinary
losses per common
share.................. $ (.08) $ (.21) $ .70 $ .01 $ (1.42)
Diluted income (loss)
before extraordinary
losses per common
share.................. $ (.08) $ (.21) $ .65 $ .01 $ (1.42)
======= ======== ======== ======== ==========
BALANCE SHEET DATA:
Working capital......... $ 1,331 $ 8,496 $ 16,342 $ 22,045 $ 34,986 $ 72,464
Total assets............ 64,236 63,424 158,121 248,796 796,303 2,054,205
Long-term debt, includ-
ing current portion and
deferred interest...... 59,610 57,355 130,590 152,504 330,672 924,154
Redeemable Preferred
Stock.................. 215,550
</TABLE>
- --------
(1) Year-to-year comparisons are significantly affected by the timing of
acquisitions and dispositions of radio stations, which have been numerous
during the periods shown. See "Business" for a description of the
acquisitions and dispositions made in 1997.
(2) The information for the Combined Predecessor Entities includes the results
of operations of the following entities for the following periods: Stoner
and Atlantic--the ten months ended October 31, 1993; Multi Market--the sum
of (a) eight-twelfths of the fiscal year ended August 31, 1993, and (b)
the historical results for the two months ended October 31, 1993 (included
in the ten months ended October 31, 1993); and Boston AM--the ten months
ended October 31, 1993 (in that period). In addition, the 1993 financial
information combines the Predecessor Entities for the ten months ended
October 31, 1993 and historical American financial statements for the two
month period ended December 31, 1993.

A-15
<PAGE>

SELECTED FINANCIAL DATA OF PREDECESSOR ENTITIES

The following Selected Financial Data for each of Stoner, Atlantic, Multi
Market and Boston AM presented below is derived from those respective
companies' financial statements which have been audited by independent
accountants.

SBS HOLDING, INC. AND SUBSIDIARY (STONER)
(IN THOUSANDS)

<TABLE>
<CAPTION>
TEN MONTHS
ENDED
OCTOBER 31,
1993
-----------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues........................................................ $20,797
Income before change in accounting principle(a)..................... 2,272
Net income.......................................................... 2,117
=======
BALANCE SHEET DATA:
Working capital..................................................... $ 3,868
Total assets........................................................ 30,692
Long-term debt, including current portion........................... 27,000
</TABLE>
- --------
(a) Includes cumulative effect of adopting Statement of Financial Accounting
Standards (FAS) No. 109, Accounting for Income Taxes, ($155).

ATLANTIC RADIO, L.P. AND SUBSIDIARIES
(IN THOUSANDS)

<TABLE>
<CAPTION>
TEN MONTHS
ENDED
OCTOBER 31,
1993
-----------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues........................................................ $18,643
Net loss............................................................ (4,830)
=======
BALANCE SHEET DATA:
Working capital (deficiency)........................................ $ 1,174
Total assets........................................................ 21,767
Long-term debt, including current portion........................... 23,779
</TABLE>

A-16
<PAGE>

MULTI MARKET COMMUNICATIONS, INC.
(IN THOUSANDS)

<TABLE>
<CAPTION>
TWO MONTHS
YEAR ENDED ENDED
AUGUST 31, OCTOBER 31,
1993 1993(a)
---------- -----------
<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues............................................. $ 3,355 $ 510
Loss before extraordinary gain(b)........................ (597) (115)
Net loss................................................. (238) (115)
======= =======
BALANCE SHEET DATA:
Working capital (deficiency)............................. $(3,664) $(3,727)
Total assets............................................. 6,532 6,423
Long-term debt, including current portion................ 4,250 4,200
</TABLE>
- --------
(a) Comparison of the fiscal year ended August 31 on a pro rata basis to the
two months ended October 31, 1993 is significantly affected due to
seasonality.
(b) Represents gain on the forgiveness of debt.

BOSTON AM RADIO CORPORATION
(IN THOUSANDS)

<TABLE>
<CAPTION>
TEN MONTHS
ENDED
OCTOBER 31,
1993(a)
-----------
<S> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues....................................................... $ 2,823
Net loss........................................................... (1,807)
=======
BALANCE SHEET DATA:
Working capital.................................................... $ 16
Total assets....................................................... 5,354
Long-term debt, including current portion and deferred interest.... 4,631
</TABLE>
- --------
(a) Comparison of the fiscal year ended December 31 on a pro rata basis to the
ten months ended October 31, 1993 is significantly affected due to
seasonality.

A-17
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

The Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. The Company's Report on Form
10-K contains "forward-looking statements" including statements concerning
projections, plans, objectives, future events or performance and underlying
assumptions and other statements which are other than statements of historical
fact. The Company wishes to caution readers that the following important
factors, among others, may have affected and could in the future affect the
Company's actual results and could cause the Company's actual results for
subsequent periods to differ materially from those expressed in any forward-
looking statement made by or on behalf of the Company: (a) the Company's
ability to meet debt service requirements; (b) the Company's ability to
compete successfully with other radio broadcasters; (c) the possibility of
adverse governmental action or regulatory restrictions from those
administering the antitrust laws, the FCC or other governmental authorities;
(d) the availability of funds under its credit agreements to fund acquisitions
for the foreseeable future, or, if such funds are inadequate, the ability of
the Company to obtain new or additional debt or equity financing and the
potential dilutive effect of any such equity financing and (e) the Company's
ability to successfully operate existing and any subsequently acquired
stations and towers, particularly with the increasing number and geographic
diversity of its operations.

GENERAL

The Company's financial results are dependent on a number of factors,
including the general strength of the local and national economies, population
growth, ability to provide popular programming, local market competition,
relative efficiency of radio broadcasting compared to other advertising media,
signal strength and government regulation and policies. The primary operating
expenses involved in owning and operating radio stations are employee
salaries, depreciation and amortization, programming, solicitation of
advertising and promotion. The Company's tower segment revenues and operating
expenses do not exceed 6% of the Company's consolidated totals for all periods
presented and are not discussed separately.

The Company's revenues are affected primarily by the advertising rates the
Company's stations are able to charge. These rates are in large part based on
a station's ability to attract audiences in the demographic groups targeted by
its advertisers, as measured principally by quarterly reports by independent
national rating services. Because audience ratings in the local market are
crucial to a station's financial success, the Company endeavors to develop
strong listener loyalty. The Company believes that the diversification of
formats on its radio stations helps the Company to insulate itself from the
effects of changes in musical tastes of the public for any particular format.

The number of advertisements that can be broadcast without jeopardizing
listening levels (and the resulting ratings) is limited in part by the format
of a particular radio station. The Company's stations strive to maximize
revenue by constantly managing the number of commercials available for sale
and adjusting prices based upon local market conditions. In the broadcasting
industry, stations often utilize trade or barter agreements to generate
advertising time sales in exchange for goods or services used in the operation
of the stations, instead of cash. The Company minimizes its use of trade
agreements and historically has sold over 93% of its advertising time for
cash.

Most advertising contracts are short-term and generally run only for a few
weeks. In each of 1995, 1996 and 1997, approximately 77% of the Company's
revenue was generated from local advertising, which is sold primarily by each
station's sales staff. To generate national advertising sales, the Company
engages an independent advertising sales representative that specializes in
national sales for each of its stations.

The Company's first calendar quarter historically produces the lowest
revenues for the year, while each of the other quarters produces higher and
roughly equivalent revenues.

A-18
<PAGE>

RESULTS OF OPERATIONS

Year Ended December 31, 1996 Compared to Year Ended December 31, 1995

As of December 31, 1996, the Company owned and/or operated forty-eight FM
and twenty-three AM stations. As of December 31, 1995, the Company owned
and/or operated fifteen FM and nine AM stations. During 1996, the Tower
Subsidiary also continued to increase the number of tower sites and management
agreements with several acquisitions. These transactions have significantly
affected operations for the year ended December 31, 1996 as compared to the
year ended December 31, 1995. See the Notes to the Consolidated Financial
Statements for a description of the 1996 station acquisitions.

Net revenues were $178.0 million for the year ended December 31, 1996
compared to $97.8 million in 1995, an increase of $80.2 million or 82.0%. This
increase was attributable to revenue growth in certain of the Company's
existing markets and more importantly the impact of the 1996 station
acquisitions. In addition, the 1995 major league baseball labor dispute
adversely impacted the Company's 1995 financial performance.

Operating expenses excluding net local marketing agreement expenses,
depreciation and amortization and corporate general and administrative
expenses were $120.0 million for the year ended December 31, 1996 compared to
$66.4 million in 1995, an increase of $53.6 million or 80.7%. This increase
was due to the impact of increased costs associated with the Company's revenue
growth.

Net local marketing agreement (LMA) expense was $8.1 million for the year
ended December 31, 1996 compared to $0.6 million in 1995, an increase of $7.5
million. The increase is related to the impact of 1996 station acquisitions as
the Company enters into LMA agreements prior to the consummation of many of
its acquisitions and dispositions. Net LMA expenses consist of fees paid or
earned by the Company under agreements which permit an entity to program and
market stations prior to their acquisition. Local marketing agreement expenses
for the year ended December 31, 1996 are presented net of approximately $2.3
million of revenues earned under such agreements.

Depreciation and amortization was $17.8 million and $12.4 million for the
years ended December 31, 1996 and December 31, 1995, respectively, an increase
of $5.4 million or 43.5%. This increase was primarily attributable to the
impact of increased expenses associated with the increase in depreciable and
amortizable assets resulting from 1996 station acquisitions.

Corporate general and administrative expense increased to $5.0 million for
the year ended December 31, 1996 from $3.9 million for the year ended December
31, 1995, an increase of $1.1 million or 28.2%. This increase was primarily
attributable to the higher personnel costs associated with supporting the
Company's greater number of stations.

Interest expense was $22.3 million for the year ended December 31, 1996
compared to $12.5 million for the 1995 period, an increase of $9.8 million or
78.4%. The increase is related to higher borrowing levels during 1996,
including the Senior Subordinated Notes issued in early 1996, and to a lesser
extent borrowings under the 1995 Credit Agreement.

Interest income was $5.5 million for the year ended December 31, 1996
compared to $2.4 million for the year ended December 31, 1995, an increase of
$3.1 million. The increase is attributable to interest income earned on
certain station investment notes and higher investable cash balances in 1996.

Gain (loss) on the sales of assets and other, net in 1996 was primarily
attributable to the loss of the sale of WNEZ-FM and to a lesser extent losses
on the sales of assets associated with the integration of certain station
facilities. The gain on sale of assets for 1995 represents gains on the sale
of radio broadcasting properties in Binghamton, New York ($3.9 million) and
Des Moines, Iowa ($7.7 million).

Provision for income taxes for the year ended December 31, 1996 was $4.8
million compared to $6.8 million for year ended December 31, 1995. The
effective tax rate for the year ended December 31, 1996 was

A-19
<PAGE>

approximately 48.4% compared to 42.9% in 1995. The higher rate in 1996 is due
to the effect of permanent differences, principally amortization of non-
deductible goodwill on acquisitions consummated through mergers.

Redeemable common and preferred stock dividends for the year ended December
31, 1996 were $5.0 million as compared to $0.8 million for the year ended
December 31, 1995. The 1996 dividends are attributable to the Convertible
Preferred Stock issued in late June 1996. The 1995 dividends were attributable
to the Series C Common Stock which was retired in June 1995 with proceeds from
the Company's initial public offering.

Net income applicable to common stockholders was $0.2 million for the year
ended December 31, 1996 compared to $7.5 million for the year ended December
31, 1995, a decrease of $7.3 million as a result of the factors discussed
above.

Broadcast cash flow (i.e., operating income before net LMA expenses,
depreciation and amortization and corporate general and administrative
expense) was $58.0 million for the year ended December 31, 1996 compared to
$31.3 million for the year ended December 31, 1995, a $26.7 million or 85.3%
increase. Broadcast cash flow margins were 32.6% in 1996 compared to 32.0% in
1995.

Year Ended December 31, 1997 Compared to Year Ended December 31, 1996

As of December 31, 1997, the Company owned and/or operated seventy-six FM
and twenty-five AM stations. See the Notes to the Consolidated Financial
Statements for a description of the 1997 station acquisitions and
dispositions. During 1997, the Tower Subsidiary also continued to increase the
number of tower sites and management agreements with several acquisitions.
These transactions have significantly affected operations for the year ended
December 31, 1997 as compared to the year ended December 31, 1996.

Net revenues were $374.1 million for the year ended December 31, 1997
compared to $178.0 million for 1996, an increase of $196.1 million or 110.2%.
This increase was attributable to revenue growth in some of the Company's
existing markets and, to a more substantial extent, the impact of the EZ
Merger in 1997 and acquisitions that occurred in the latter half of 1996 and
during 1997.

Operating expenses excluding net local marketing agreement expenses,
depreciation and amortization and corporate general and administrative
expenses were $241.8 million for the year ended December 31, 1997 compared to
$120.0 million for the same period in 1996, an increase of $121.8 million or
101.5%. This increase was due to the impact of increased costs associated with
the Company's revenue growth and acquisitions.

Net local marketing agreement expenses were $2.3 million for the year ended
December 31, 1997 compared to $8.1 million for 1996, a decrease of $5.8
million. Local marketing agreement expenses for the year ended December 31,
1997 and 1996 are presented net of approximately $4.1 million and $2.3
million, respectively, of revenues earned under such agreements. The change in
the balances for each period are based on the timing of pending station
acquisitions and dispositions.

Depreciation and amortization was $64.7 million and $17.8 million for the
year ended December 31, 1997 and 1996, respectively, an increase of $46.9
million. This increase was primarily attributable to the impact of increased
expenses associated with the increase in depreciable and amortizable assets
resulting from the 1996 and 1997 acquisitions.

Merger costs were $2.0 million for the year ended December 31, 1997 and
result from costs incurred to date in connection with the pending sale of
radio properties to CBS.

Corporate general and administrative expenses increased to $8.2 million for
the year ended December 31, 1997 from $5.0 million for the year ended December
31, 1996, an increase of $3.2 million or 64.0%. This increase was primarily
attributable to the higher personnel costs associated with supporting the
Company's greater number of stations and tower properties.

A-20
<PAGE>

Interest expense was $59.7 million for the year ended December 31, 1997
compared to $22.3 million for the 1996 period, an increase of $37.4 million or
167.7%. The increase is related to higher borrowing levels under the Company's
credit agreements in 1997 as compared to 1996 which resulted from the 1996 and
1997 acquisitions.

Interest income was $2.4 million for the year ended December 31, 1997
compared to $5.5 million for the year ended December 31, 1996, a decrease of
$3.1 million. The decrease is attributable to lower investable cash balances
in 1997 and higher interest income earned on certain station investment notes
in 1996 as compared to 1997.

Loss on the sale of assets and other, net was $5.7 million and $0.3 million
for the year ended December 31, 1997 and 1996, respectively. The 1997 loss was
primarily attributed to the loss on the termination of an acquisition in West
Palm Beach, FL somewhat offset by gains on certain asset and station sales.
The loss in 1996 was primarily attributable to the loss on the sale of a
station in Hartford, CT and to a lesser extent, losses on the sales of assets
associated with the integration of certain station facilities.

The income tax benefit for the year ended December 31, 1997 was $0.5 million
as compared to a provision of $4.8 million for year ended December 31, 1996.
The effective tax rate for the year ended December 31, 1997 was approximately
5.1% compared to 48.4% in 1996. The effective rate in 1997 is due to the
effect of permanent differences, principally amortization of non-deductible
goodwill.

Extraordinary losses for the year ended December 31, 1997 were $2.3 million,
net of a $1.5 million tax benefit. The extraordinary losses were a result from
the write-off of certain deferred financing costs pursuant to the
extinguishment of debt under the Company's previous credit agreements.

Preferred stock dividends for the year ended December 31, 1997 were $31.2
million compared to $5.0 million for the 1996 period. The dividends for the
1997 period include $9.6 million of dividends attributable to the Convertible
Preferred Stock issued in late June 1996 and $21.6 million of dividends
attributable to the Cumulative Exchangeable Preferred Stock issued in late
January 1997. The dividends for the 1996 dividends are attributable to the
Convertible Preferred Stock.

Net loss applicable to common stockholders was $41.1 million for the year
ended December 31, 1997 compared to net income applicable to common
stockholders of $0.2 million for the year ended December 31, 1996, as a result
of the factors discussed above.

Broadcast cash flow was $132.3 million for the year ended December 31, 1997
compared to $58.0 million for the year ended December 31, 1996, a $74.3
million or 128.1% increase. Broadcast cash flow margins were 35.4% in 1997
compared to 32.6% in 1996.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity needs arise from its acquisition-related activities,
debt service, working capital, capital expenditures and dividend payments.
Historically, the Company has met its operational liquidity needs with
internally generated funds and has financed the acquisition of radio
broadcasting properties and tower related properties, including related
working capital needs, with a combination of bank borrowings and proceeds from
the sale of the Company's equity and debt securities. For the year ended
December 31, 1997 cash flows provided by operating activities were $43.3
million, as compared to $15.7 million for the year ended December 31, 1996 and
$9.7 million for the year ended December 31, 1995.

Cash flows used for investing activities were $645.1 million for the year
ended December 31, 1997 as compared to $421.9 million for the year ended
December 31, 1996 and $81.2 million for the year ended December 31, 1995. The
increase is attributable to the increased acquisition activity in 1997 from
year to year.

A-21
<PAGE>

Cash provided by financing activities was $608.0 million for the year ended
December 31, 1997 as compared to $412.8 million for the year ended December
31, 1996 and $72.2 for the year ended December 31, 1995. The increase in 1997
is due to the exchangeable preferred stock offering described below and the
impact of borrowings under the Company's credit agreements.

Offering: In January 1997, the Company consummated a private offering of
2,000,000 shares of Cumulative Exchangeable Preferred Stock. Net proceeds to
the Company from the offering were approximately $192.1 million. Proceeds of
the offering were used initially to repay indebtedness and thereafter to fund
acquisitions. Dividends on the Cumulative Exchangeable Preferred Stock are
cumulative at an annual rate of 11 3/8% (equivalent to $11.375 per share) and
are payable quarterly in cash, or, at the Company's election, on or prior to
January 15, 2002, with the issuance of additional shares. The Cumulative
Exchangeable Preferred Stock possesses mandatory redemption features and has
been classified accordingly in the financial statements.

Credit Agreements: As of December 31, 1997, the Company had approximately
$924.2 million of total long-term debt (including the current portion thereof)
outstanding. This included approximately $593.5 million of borrowings
outstanding under the Company's and the Tower Subsidiary's credit agreements
and $325.0 million outstanding under Senior Subordinated Notes. In January
1997, the Company entered into new credit agreements with a syndicate of banks
(the 1997 Credit Agreement) which replaced the $300.0 million previous Credit
Agreement. The 1997 Credit Agreement consists of two separate lending
agreements, providing for facilities consisting of a $550.0 million reducing
revolver credit facility, a $200.0 million revolving credit converting to a
term loan facility and a $150.0 million term loan facility, which was
available only to repurchase, if required, certain note obligations of EZ
which were assumed by the Company in connection with the EZ Merger. As
described below, the Company was not required to repurchase any of the 9.75%
Notes, and therefore such commitment was canceled in May 1997.

In October 1997, the Tower Subsidiary entered into the 1997 ATS Credit
Agreement, which replaced the previously existing credit agreement. All
amounts outstanding under the previous agreement were repaid with proceeds
from the 1997 ATS Credit Agreement. The 1997 ATS Credit Agreement provides the
Tower Subsidiary with a $250.0 million loan commitment based on ATS
maintaining certain operational ratios and an additional $150.0 million loan
at the discretion of ATS, which is available through June 2005. In order to
facilitate future growth and, in particular, to finance its construction
program, ATS is in the process of negotiating an amended and restated loan
agreement with its senior lenders, pursuant to which the existing maximum
borrowing of the Operating Subsidiaries would be increased from $400.0 million
to $900.0 million, subject to compliance with certain financial ratios, and
ATS would be able to borrow an additional $150.0 million, subject to
compliance with certain less restrictive ratios. Borrowings under an amended
loan agreement would also be available to finance acquisitions. There can be
no assurance that such negotiations will result in the extension of definitive
loan agreements on terms satisfactory to ATS. In connection with the
refinancing, the Company expects to recognize an extraordinary loss of
approximately $1.4 million, net of a tax benefit of $0.9 million, during the
second quarter of 1998.

In order to finance acquisitions of radio stations, tower related properties
and for general corporate purposes, the Company has borrowed and expects to
continue to borrow under its credit agreements. As part of the EZ Merger, the
Company assumed EZ's obligations with respect to $150.0 million principal
amount of the 9.75% EZ Notes and repaid all borrowings under the EZ credit
facility with borrowings from the 1997 Credit Agreement. As required by the
closing of the EZ Merger, the Company was required to offer to purchase the
9.75% EZ Notes at 101% of their principal amount. Such offer expired in May
1997 and, no such notes were tendered for repurchase.

Tower Separation: Based on a $16.00 per share price, the Tower Separation
will result in a taxable gain to ARS, of which approximately $20.0 million
will be borne by ARS and the remaining obligation (currently estimated at
approximately $113.0 to $153.0 million) will be required to be paid by ATS
pursuant to provisions of the Merger Agreement. This liability is expected to
be paid with borrowings under ATS' loan agreement or proceeds from equity
financings and the timing of such payments is dependent upon the timing of the
merger consummation. Such estimated tax liability would increase or decrease
by approximately $14.8 million for each $1.00 per share increase or decrease
in the fair market value of the ATS Common Stock.

A-22
<PAGE>

The Merger Agreement also provides for closing date balance sheet
adjustments based upon the working capital and specified debt levels
(including the liquidation preference of the ARS Cumulative Preferred Stock)
of ARS at the effective time of the Merger which may result in payments to be
made by either ARS or ATS to the other party following the closing date of the
Merger. ATS will benefit from or bear the cost of such adjustments. Since the
amounts of working capital and debt are dependent upon future operations and
events, including without limitation cash flow from operations, capital
expenditures, and expenses of the Merger and the Tower Separation, neither ARS
nor ATS is able to state with any degree of certainty what payments, if any,
will be owed following the closing date by either ARS or ATS to the other
party.

ATS Stock Purchase Agreement: On January 22, 1998, the Tower Subsidiary
consummated the transactions contemplated by the stock purchase agreement (ATS
Stock Purchase Agreement), dated as of January 8, 1998, with Steven B. Dodge,
Chairman of the Board, President and Chief Executive Officer of ARS and ATS,
and certain other officers and directors of ARS (or their affiliates or family
members or family trusts), pursuant to which those persons purchased 8.0
million shares of ATS Common Stock at a purchase price of $10.00 per share for
an aggregate purchase price of $80.0 million, including 4.0 million shares by
Mr. Dodge for $40.0 million. Payment of the purchase price was in the form of
cash aggregating approximately $30.6 million and in the form of notes
aggregating approximately $49.4 million due on the earlier of the consummation
of the CBS Merger or, in the event the CBS Merger Agreement is terminated,
December 31, 2000. The notes bear interest at the six-month London Interbank
Rate, from time to time, plus 1.5% per annum, and are secured by shares of ARS
Common Stock having a fair market value of not less than 175% of the principal
amount of and accrued and unpaid interest on the notes. The notes are
prepayable at any time at the option of the obligor and will be due and
payable, at the option of the Tower Subsidiary, in the event of certain
defaults as described in the agreement.

A substantial portion of the Company's cash flow from operations is required
for debt service. However, the Company's leverage could make it vulnerable to
a downturn in the operating performance of its radio stations, tower
properties or a downturn in economic conditions.

The Company believes that its cash flows from operations will be sufficient
to meet its quarterly dividends, debt service requirements for interest and
scheduled payments of principal under the 1997 Credit Agreements and its other
debt obligations. If such cash flow is not sufficient to meet such debt
service requirements, the Company may be required to sell equity securities,
refinance its obligations or dispose of one or more of its properties in order
to make such scheduled payments. There can be no assurance that the Company
would be able to effect any of such transactions on favorable terms.

The Company's working capital needs fluctuate throughout the year due to
industry-wide seasonality and its broadcast of sporting events at different
times during the year. The Company historically has had sufficient cash from
its operations to meet its working capital needs, apart from needs generated
by newly acquired properties, and believes that it has sufficient financial
resources available to it, including borrowing under the credit agreements, to
finance operations for the foreseeable future.

The Company has entered into numerous station and tower acquisition and
related agreements (see the Notes to the Consolidated Financial Statements).
The consummation of many of these agreements is subject to, among other
things, FCC approval and in some cases expiration or earlier termination of
the HSR Act waiting period and the negotiation of definitive agreements.
Unless otherwise noted, the Company intends to effect all of the transactions
as soon as the necessary approvals are obtained. The Company intends to
finance the acquisitions with available cash, borrowings under the credit
agreements, and, in certain cases, issuance of equity securities.

ARS and ATS made approximately $24.1 million and $20.6 million,
respectively, in capital expenditures for the year ended December 31, 1997,
principally related to tower construction and office consolidations. The
Company expects capital expenditures in 1998 to be approximately $29.0 million
and $133.0 million for ARS and ATS, respectively, consisting principally of
tower construction, office consolidations and ongoing technical

A-23
<PAGE>

improvements. To the extent that funds generated from operations, or available
cash, are insufficient to finance non-recurring capital expenditures, ARS and
ATS would seek to borrow the necessary funds under their respective credit
agreements.

YEAR 2000

The Company is aware of the issues associated with the Year 2000 as it
relates to information systems. The Year 2000 is not expected to have a
material impact on the Company's current information systems because its
software is either already Year 2000 compliant or required changes are not
expected to be material. Based on the nature of the Company's business, the
Company anticipates it is not likely to experience material business
interruption due to the impact of Year 2000 compliance on its customers and
vendors. As a result, the Company does not anticipate that incremental
expenditures to address Year 2000 compliance will be material to the Company's
liquidity, financial position or results of operations over the next few
years.

INFLATION

The impact of inflation on the Company's operations has not been significant
to date. However, there can be no assurance that a high rate of inflation in
the future would not have an adverse effect on the Company's operating
results.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 1997, the FASB released FAS No. 130 "Reporting Comprehensive Income"
(FAS 130), and FAS No. 131 "Disclosures about Segments of an Enterprise and
Related Information" (FAS 131). These pronouncements will be effective in
1998. FAS 130 establishes standards for reporting comprehensive income items
and will require the Company to provide a separate statement of comprehensive
income; reported financial statement amounts will be affected by this
adoption. FAS 131 established standards for reporting information about the
operating segments in a company's annual report and interim reports and will
require the Company to adopt this standard in 1998.

In February 1998, the FASB released SFAS No. 132, "Employer's Disclosures
about Pensions and Other Postretirement Benefits," (FAS 132) which the Company
will be required to adopt in 1998. FAS 132 will require additional disclosure
concerning changes in the Company's pension obligations and assets and
eliminates certain other disclosures no longer considered useful. Adoption
will not have any effect on reported results of operations or financial
position.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The following consolidated financial statements of American Radio Systems
Corporation are filed herein.

American Radio Systems Corporation and Subsidiaries

Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1996 and 1997
Consolidated Statements of Operations for each of the three years in
the period ended December 31, 1997
Consolidated Statements of Stockholders' Equity (Deficiency) for each
of the three years in the period ended December 31, 1997
Consolidated Statements of Cash Flows for each of the three years in
the period ended December 31, 1997
Notes to Consolidated Financial Statements

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Not applicable.

A-24
<PAGE>

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN

Set forth below are the name and age of each director, his principal
occupation and business experience during the past five years and the names of
other companies of which he serves as a director as of March 30, 1998.

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND BUSINESS EXPERIENCE DURING
DIRECTOR THE PAST FIVE YEARS
-------- ----------------------------------------------------
<C> <S>
Steven B. Dodge ........ Mr. Dodge has been Chairman of the Board, President
Age 52 and Chief Executive Officer since the founding of the
Company on November 1, 1993. Mr. Dodge was the
founder in 1988 of Atlantic Radio, L.P. (Atlantic),
one of the predecessors of the Company, and served as
Chief Executive Officer of the general partner of
Atlantic. Prior to forming Atlantic, Mr. Dodge served
as Chairman and Chief Executive Officer of American
Cablesystems Corporation, a cable television company
he founded in 1978 and which was merged into
Continental Cablevision, Inc. in 1988. Mr. Dodge
serves as a director of American Media, Inc. and the
National Association of Broadcasters (the NAB).
Thomas H. Stoner ....... Mr. Stoner has been Chairman of the Executive
Age 63 Committee and the Compensation Committee of the Board
since the founding of the Company. Mr. Stoner founded
Stoner Broadcasting Systems, Inc. (Stoner) in 1965.
Stoner, which was one of the predecessors of
American, operated radio stations for over 25 years
in large, medium and small markets. Mr. Stoner is a
director of Gaylord Container Corporation and a
trustee of the Chesapeake Bay Foundation.
Alan L. Box ............ Mr. Box has served as a director and Executive Vice
Age 46 President since the consummation of the merger of EZ
Communications, Inc. into American (EZ Merger). In
1974, he was the General Manager of EZ's Washington,
D.C. area radio station. He became Executive Vice
President and General Manager and a director of EZ in
1979, President of EZ in 1985 and Chief Executive
Officer of EZ in 1995. He serves as a director of
George Mason Bankshares Inc. and George Mason Bank.
Previously, Mr. Box served as the Chairman of the NAB
Digital Audio Broadcast Task Force and as a director
of the NAB.
Joseph L. Winn ......... Mr. Winn has been the Treasurer, Chief Financial
Age 46 Officer and a director since the founding of the
Company. In addition to serving as Chief Financial
Officer of the Company, Mr. Winn was Co-Chief
Operating Officer responsible for Boston operations
until May 1994 when Mr. Gehron joined American. Mr.
Winn served as Chief Financial Officer and a director
of the general partner of Atlantic since its
organization. He also served as Executive Vice
President of the general partner of Atlantic from its
organization until June 1992, and as its President
from June 1992 until the organization of American.
Atlantic was one of the predecessors of the Company.
Prior to joining Atlantic, Mr. Winn served as Senior
Vice President and Corporate Controller of American
Cablesystems since joining that company in 1983.
Charlton H. Buckley..... Charlton H. Buckley was elected a director in August
Age 60 1996. Mr. Buckley is the founder, President and Chief
Executive Officer of Henry Broadcasting Company
(HBC). Mr. Buckley is also President and 100% owner
of Steele Park Resort, Inc., which owns and operates
a resort on Lake Berryessa in California's Napa
Valley, and is a co-founder of World Asphalt Company,
a manufacturer of roofing products located in
Sacramento, CA. Mr. Buckley has been involved in the
radio broadcast industry since 1983 when HBC acquired
its first stations in Portland, Oregon. Prior to that
time, Mr. Buckley was involved in the construction
business.
</TABLE>

A-25
<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND BUSINESS EXPERIENCE DURING
DIRECTOR THE PAST FIVE YEARS
-------- ----------------------------------------------------
<C> <S>
Arnold L. Chavkin ...... Mr. Chavkin has been a director since the founding of
Age 46 the Company. Mr. Chavkin is a general partner of
Chase Capital Partners (CCP), previously known as
Chemical Venture Partners (CVP), which is a general
partner of Chase Equity Associates (CEA), one of
American's shareholders, and previously a principal
shareholder of Multi Market Communications, Inc.
(Multi-Market), one of the predecessors of the
Company. Mr. Chavkin has been a General Partner of
CCP and CVP since January 1992 and has served as the
President of Chemical Investments, Inc. since March
1991. Mr. Chavkin is also a director of R&B Falcon
Drilling Company, Bell Sports Corporation, and
Wireless One, Inc. Prior to joining Chemical
Investments, Inc., Mr. Chavkin was a specialist in
investment and merchant banking at Chemical Bank for
six years.
James H. Duncan, Jr. ... Mr. Duncan has been a director since the founding of
Age 50 the Company. Mr. Duncan is the founder, Chief
Executive Officer and a 50% shareholder of Duncan's
American Radio, Inc., which publishes the Duncan
Guide and other reports and publications about the
radio broadcasting industry. Mr. Duncan had served as
a director of Stoner from 1983 until the merger with
the Company in 1993. Mr. Duncan had also served as a
director of Price Communications Corporation from
1992 to 1994, and as a director of Emmis Broadcasting
Corporation from 1985 to 1992.
Arthur C. Kellar........ Mr. Kellar has served as a director since the
Age 75 consummation of the EZ Merger. He was the founder of
EZ and served as a director of EZ since 1967,
Chairman of the Board since 1968 and President from
1967 until 1985. From the period 1956 through 1978,
Mr. Kellar was the President and principal
stockholder of O.K. Broadcasting, Inc., which owned
and operated WEEL-AM, a radio station located in
Fairfax, Virginia. Mr. Kellar currently serves as a
director of George Mason Bankshares, Inc.
Charles D. Peebler, Jr.. Mr. Peebler was elected a director in May 1994. He is
Age 61 president of True North Communications, Inc. Mr.
Peebler served as a director of Stoner for more than
twelve years, from 1976 to 1988. Mr. Peebler also
serves as a director of Ultrafem Inc. and American
Tool Companies, Inc.
Lance R. Primis ........ Mr. Primis was elected a director in April 1997. From
Age 51 1992 until December 1996, he served as the president
and chief operating officer of The New York Times
Company, a major newspaper and information company.
Prior to that time, he was the president and general
manager of The New York Times newspaper. Mr. Primis
serves as a director of several companies including,
the Advertising Council, the Audit Bureau of
Circulations, Partnership For A Drug-Free America,
International Herald Tribune and The New York
Partnership.
</TABLE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors,
executive officers and persons who own more than ten percent of a registered
class of the Company's equity securities, to file reports of ownership on Form
3 and changes in ownership on Form 4 or 5 with the Commission. Such officers,
directors and ten-percent stockholders are also required by SEC rules to
furnish the Company with copies of all Section 16(a) reports they file. Based
solely on its review of the copies of such forms received by it, or written
representation from certain reporting persons that they were not required to
file a Form 5, the Company believes that, during the fiscal year ended
December 31, 1996, its officers, directors and ten-percent stockholders
complied with all Section 16(a) filing requirements applicable to such
individuals, except that (1) Mr. Bouloukos failed to report the exercise of
options on December 18 and 19, 1997; this omission was corrected by reporting
these events on

A-26
<PAGE>

his Form 5 for 1997; (2) Mr. Gehron failed to report (i) a purchase of 1,200
shares of Class A Common Stock on November 13, 1996 and (ii) the acquisition
of 450 shares of Class A Common Stock pursuant to the consummation of the
merger of the EZ Merger into the Company, resulting from his involuntary
exchange of shares of EZ stock for shares of the Company's common stock; these
omissions were corrected by reporting these events on his Form 5 for 1997; and
(3) Mr. Dodge failed to report (i) the acquisition by his adult son of 135
shares of Class A Common Stock pursuant to the consummation of the EZ Merger,
resulting from his sons' involuntary exchange of shares of EZ stock for shares
of the Company's common stock, (ii) Mr. Dodge's gift of 43 shares of Class A
Common Stock on June 30, 1997, (iii) his adult son's purchase of 50 shares of
Class A Common Stock on October 17, 1997, and (iv) his son's sale of 15 shares
of Class A Common Stock on January 9, 1998; these omissions were corrected by
reporting these events on his Form 5 for 1997. Mr. Dodge disclaims any
beneficial ownership with respect to the above transactions regarding his
adult son.

ITEM 11. EXECUTIVE COMPENSATION

The following table summarizes the annual and long-term compensation for the
years ended December 31, 1995, 1996 and 1997 of American's Chief Executive
Officer and each of the other executive officers whose salary and bonus
exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION COMPENSATION
------------------- -------------------------
SHARES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION OPTIONS(2) COMPENSATION
------------------ ---- --------- ------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Steven B. Dodge......... 1995 $252,625
Chairman of the Board, 1996 $297,250 50,000 40,000 4,910(3)
President and Chief 1997 $502,338 100,000 1,716(3)
Executive Officer
Joseph L. Winn(4)....... 1995 $227,859 65,000
Treasurer and Chief 1996 $257,250 42,500 20,000 11,456(5)
Financial Officer 1997 $352,329 40,000 35,000 12,876(5)
Don P. Bouloukos........ 1996 $ 81,504(6) $100,000(6) 200,000(6) 3,420(5)
Co-Chief Operating 1997 $352,332 50,000 432,218(10) 16,741(5)
Officer
John R. Gehron.......... 1995 $227,544 40,000
Co-Chief Operating 1996 $247,250 20,000 $ 75,000(7) 10,000 13,500(8)
Officer
1997 $352,297 20,000 20,000 1,662(3)
David Pearlman.......... 1995 $222,745 85,000
Co-Chief Operating 1996 $257,250 42,500 $364,000(9) 20,000 11,520(5)
Officer
1997 $352,340 20,000 25,000 20,314(5)
</TABLE>
- --------
(1) Includes Company's matching 401(k) plan contributions.
(2) For information regarding the Stock Option Plan, see the Notes to
Consolidated Financial Statements.
(3) Includes group term life insurance and parking expenses paid by the
Company.
(4) Mr. Winn also served as Co-Chief Operating Officer until Mr. Gehron
joined American in May 1994.
(5) Includes group term life insurance, automobile lease and parking expenses
paid by the Company.
(6) For the period September 3, 1996 through December 31, 1996. Mr. Bouloukos
was granted options in August 1996 to purchase an aggregate of 200,000
shares at $33.33 per share; such options were terminated by agreement and
Mr. Bouloukos was granted new options to purchase 200,000 shares of Class
A Common Stock at $27.25 per share, the closing price of the Class A
Common Stock on Nasdaq on December 31, 1996. In 1996, Mr. Bouloukos also
received a $100,000 demand loan at a variable interest rate (prime). In
1997, the loan was forgiven and included as compensation.

A-27
<PAGE>

(7) For period from May 16, 1994 through December 31, 1994. In 1994, Mr.
Gehron also received a $75,000 demand loan at a variable interest rate
(prime) at the time he joined American. In 1996, the loan was forgiven
and included as compensation.
(8) Includes group term life insurance, personal travel, relocation expenses
paid by the Company.
(9) Includes compensation associated with May 13, 1996 option exercise of
14,000 shares of Class B Common Stock.
(10) Includes compensation associated with December 31, 1997 option exercise
of 18,000 shares of Class A Common Stock.

DIRECTOR COMPENSATION

Mr. Stoner is party to an agreement with American pursuant to which he is
entitled to annual compensation at the rate of $50,000 and to a nonaccountable
expense allowance of $50,000 until the earlier of (a) October 31, 1998 or (b)
his death. The following directors receive an annual committee fee as
indicated: Mr. Stoner ($4,000), Mr. Duncan ($5,000), Mr. Peebler ($5,000), Mr.
Buckley ($6,000). Directors are also eligible to receive grants of options
under American's Amended and Restated 1993 Stock Option Plan (the Stock Option
Plan) and have received such grants in the past for their service. See Item 12
for information about grants of options to directors. During the last fiscal
year, all of the above named directors were each granted options under the
Plan to purchase 5,000 Shares of Class A Common Stock at $28.25 per share
(with the exception of Messrs. Kellar and Primis who received grants at
$29.00). Each of the foregoing options is exercisable in 20% cumulative annual
increments commencing one year from the date of the grant and expires at the
end of ten years.

STOCK OPTION INFORMATION

The following table sets forth certain information relating to option grants
pursuant to the Stock Option Plan in the year ended December 31, 1997 to the
individuals named in the Summary Compensation Table above.

OPTION GRANTS IN FISCAL YEAR 1997
INDIVIDUAL GRANTS

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
NUMBER OF STOCK PRICE
SHARES OF APPRECIATION
UNDERLYING EXERCISE FOR OPTION TERMS(B)
OPTIONS PRICE EXPIRATION --------------------
NAME GRANTED(A) PER SHARE DATE 5% 10%
---- ---------- ------------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Steven B. Dodge....... 100,000 $28.25-31.075 1/1/07 $1,773,779 4,545,788
Joseph L. Winn........ 35,000 $28.25 1/1/07 621,820 1,575,813
Don P. Bouloukos...... -- -- -- -- --
John R. Gehron........ 20,000 $28.25 1/1/07 355,325 900,464
David Pearlman........ 25,000 $28.25 1/1/07 444,157 1,125,581
</TABLE>
- --------
(a) All options granted to Mr. Dodge and 26,930 shares to Mr. Winn were
granted for Class B Common Stock (all other 1997 grants were for Class A
Common Stock) pursuant to the Stock Option Plan. The options become
exercisable in 20% cumulative annual increments commencing one year from
the grant dates. Options issued to Steven B. Dodge at $31.075 were issued
at 110% of the fair market value at the date of grant.
(b) Potential Realizable Value is based on the assumed growth rates for the
ten-year option term, as applicable. A 5% per year appreciation in stock
price from $28.25 per share yields $46.02 per share and from $31.08 per
share yields $50.62 per share. A 10% per year appreciation in stock price
from $28.25 per share yields $73.27 per share and from $31.08 per share
yields $80.60 per share. The actual value, if any, an executive may
realize will depend on the excess of the stock price over the exercise
price on the date the option is exercised, and there is no assurance the
value realized by an executive will be at or near the amounts reflected in
this table.

A-28
<PAGE>

The following table sets forth certain information with respect to the
unexercised options to purchase Class A and B Common Stock granted under the
Stock Option Plan to the individuals named in the Summary Compensation Table
above.

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT DECEMBER 31, 1997 DECEMBER 31, 1997(A)
-------------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE(A) UNEXERCISABLE
---- -------------- --------------- -------------- -------------
<S> <C> <C> <C> <C>
Steven B. Dodge......... 98,000 192,000 $4,187,625 $6,025,727
Joseph L. Winn.......... 154,000 126,000 $7,127,125 $4,624,125
Don P. Bouloukos........ 22,000 160,000 $ 573,375 $4,170,000
John R. Gehron.......... 114,000 116,000 $5,257,625 $4,774,250
David Pearlman.......... 160,000 126,000 $7,157,750 $4,652,625
</TABLE>
- --------
(a)Based on the last sale price of the Class A Common Stock on NYSE on
December 31, 1997 of $53.31.

A-29
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table provides information as of March 22, 1998, with respect
to the shares of American Common Stock beneficially owned by (i) each person
known by American to own more than 5% of the outstanding American Common
Stock, (ii) each director of American, (iii) each executive officer required
to be identified in the Summary Compensation Table of American, and (iv) by
all directors and executive officers of American as a group. The number of
shares beneficially owned by each director or executive officer is determined
according to the rules of the Securities and Exchange Commission (the
Commission), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership
includes any shares as to which the individual or entity has sole or shared
voting power or investment power and also any shares which the individual or
entity has the right to acquire within sixty days of March 22, 1998 through
the exercise of an option, conversion feature or similar right. Except as
noted below, each holder has sole voting and investment power with respect to
all shares of American Common Stock listed as owned by such person or entity.

<TABLE>
<CAPTION>
SHARES OF ARS COMMON STOCK BENEFICIALLY OWNED
-------------------------------------------------------
PERCENT OF PERCENT OF
PERCENT OF PERCENT OF COMMON TOTAL VOTING
NUMBER CLASS A CLASS B STOCK POWER
--------- ---------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C>
DIRECTORS AND EXECUTIVE
OFFICERS
Steven B. Dodge(1)...... 2,287,946 * 60.33 7.71 36.00
Thomas H. Stoner(2)..... 915,967 * 26.18 3.10 15.33
Don P. Bouloukos(3)..... 182,000 * -- * *
Alan L. Box(4).......... 418,428 1.68 -- 1.41 *
John R. Gehron(5)....... 237,650 * 5.67 * 3.44
David Pearlman(6)....... 289,520 * 6.95 * 4.23
Joseph L. Winn(7)....... 192,048 * 5.13 * 3.07
Charlton H. Buckley(8).. 1,662,557 6.72 -- 5.63 2.79
Arnold Chavkin/CEA(9)... 1,323,429 * -- 4.48 *
James H. Duncan,
Jr.(10)................ 15,278 * * * *
Arthur C. Kellar(11).... 2,069,257 8.33 -- 6.99 3.46
Charles D. Peebler,
Jr.(12)................ 10,200 * * * *
Lance R. Primis(13)..... 1,000 * -- * *
All executive officers
and directors as a
group (13 per-
sons)(14).............. 9,605,280 18.00 88.17 31.24 62.21
FIVE PERCENT
STOCKHOLDERS
Baron Capital Group,
Inc.(15)............... 5,879,770 23.76 -- 19.91 9.85
Wellington Management
Company LLP(16)........ 1,929,676 7.80 -- 6.53 3.23
Massachusetts Financial
Services Company(17)... 3,157,679 12.76 -- 10.69 5.29
Lehman Brothers Holding
Inc.(18)............... 2,050,000 8.28 -- 6.94 3.43
FMR Corp.(19)........... 1,716,690 6.94 -- 5.81 2.88
</TABLE>
- --------
* Less than 1%.
(1) Mr. Dodge is Chairman of the Board, President and Chief Executive Officer
of American. His address is 116 Huntington Avenue, Boston, Massachusetts
02116. Includes 75,950 shares of ARS Class A Common Stock owned by Mr.
Dodge. Does not include 60,000 shares of ARS Class B Common Stock
purchasable under an option granted on October 1, 1994, 24,000 shares ARS
Class B Common Stock purchasable under an option granted on January 18,
1996 and 80,000 shares of ARS Class B Common Stock purchasable under an
option granted on January 2, 1997; includes 90,000 shares as to which the
October option, 16,000 shares as to which the January 18 option and
20,000 shares as to which the January 2 option are exercisable. Includes
an aggregate of 25,050 shares of ARS Class A Common Stock and 20,832
shares of ARS Class B Common Stock owned by three trusts for the benefit
of Mr. Dodge's children and 3,000 shares of ARS Class A Common Stock
owned by Mr. Dodge's wife. Mr. Dodge disclaims beneficial

A-30
<PAGE>

ownership in all shares owned by such trusts and his wife. Does not include
170 shares of ARS Class A Common Stock held by Thomas S. Dodge, an adult
child of Mr. Dodge, with respect to which Mr. Dodge disclaims beneficial
ownership.
(2) Mr. Stoner is Chairman of the Executive Committee of the ARS Board. His
address is 116 Huntington Avenue, Boston, Massachusetts 02116. Does not
include 4,000 shares of ARS Class A Common Stock purchasable under an
option granted on January 2, 1997. Includes 1,000 shares purchasable under
the January option and 23,811 shares of ARS Class B Common Stock owned by
his wife, an aggregate of 261,998 shares of ARS Class B Common Stock owned
by trusts of which he and/or certain other persons are trustees and a
charitable foundation, of which Mr. Stoner serves as an officer. Mr.
Stoner disclaims beneficial ownership of 162,128 shares of ARS Class B
Common Stock owned by such trusts. Does not include 61,454 shares of ARS
Class B Common Stock and 10,125 shares of ARS Class A Common Stock owned
by Mr. Stoner's adult children.
(3) Mr. Bouloukos is Co-Chief Operating Officer of American. His address is
116 Huntington Avenue, Boston, Massachusetts 02116. Includes 182,000
shares of ARS Class A Common Stock purchasable under an option granted on
December 31, 1996.
(4) Mr. Box is a director and Executive Vice President of American. His
address is 116 Huntington Avenue, Boston, Massachusetts 02116. Does not
include 80,000 shares of ARS Class A Common Stock purchasable under an
option granted on April 22, 1997. Includes 20,000 shares of ARS Class A
Common Stock as to which the April option is exercisable and an aggregate
of 84,010 shares of ARS Class A Common Stock purchasable under options
originally granted by EZ on June 30, 1993 and May 26, 1996.
(5) Mr. Gehron is Co-Chief Operating Officer of American. His address is 116
Huntington Avenue, Boston, Massachusetts 02116. Includes 7,650 shares of
ARS Class A Common Stock owned by Mr. Gehron. Includes 160,000 shares of
ARS Class B Common Stock purchasable under an option granted on May 23,
1994, 40,000 shares of ARS Class B Common Stock purchasable under an
option granted on February 15, 1995, 10,000 shares of ARS Class B Common
Stock purchasable under an option granted on January 18, 1996 and 20,000
shares of ARS Class A Common Stock purchasable under an option granted on
January 2, 1997.
(6) Mr. Pearlman is Co-Chief Operating Officer of American. His address is 116
Huntington Avenue, Boston, Massachusetts 02116. Includes 3,000 shares of
ARS Class A Common Stock owned individually by Mr. Pearlman and 520 shares
of ARS Class A Common Stock held for the benefit of his children. Includes
156,000 shares of ARS Class B Common Stock purchasable under an option
granted on December 16, 1993, 50,000 shares of ARS Class B Common Stock
purchasable under an option granted on February 15, 1995, 5,000 shares of
ARS Class B Common Stock purchasable under an option granted on May 18,
1995, 30,000 shares of ARS Class B Common Stock purchasable under an
option granted on June 15, 1995, 20,000 shares of ARS Class B Common Stock
purchasable under an option granted on January 18, 1996 and 25,000 shares
of ARS Class A Common Stock purchasable under an option granted on January
2, 1997.
(7) Mr. Winn is a director, Treasurer and Chief Financial Officer of American.
His address is 116 Huntington Avenue, Boston, Massachusetts 02116.
Includes 2,000 shares of ARS Class A Common Stock and 7,948 shares of ARS
Class B Common Stock owned individually by Mr. Winn and 100 shares of ARS
Class A Common Stock held for the benefit of his children. Does not
include 32,000 shares of ARS Class B Common Stock purchasable under an
option granted on December 16, 1993, 24,000 shares of ARS Class B Common
Stock purchasable under an option granted on February 15, 1995, 2,000
shares of ARS Class B Common Stock purchasable under an option granted on
May 18, 1995, 12,000 shares of ARS Class B Common Stock purchasable under
an option granted on January 18, 1996 and 21,544 shares of ARS Class B
Common Stock and 6,456 shares of ARS Class A Common Stock purchasable
under options granted on January 2, 1997; includes 128,000 shares as to
which the December option, 36,000 shares as to which the February option,
3,000 at to which the May option, 8,000 shares as to which the January 18
option and 5,386 shares and 1,614 shares as to which the January 2 option
are exercisable.
(8) Mr. Buckley is a director of American. His address is 116 Huntington
Avenue, Boston, Massachusetts 02116. Does not include 4,000 shares of ARS
Class A Common Stock purchasable under an option granted on January 2,
1997. Does not include 6,053 shares of ARS Class A Common Stock which are
held by an

A-31
<PAGE>

adult child of Mr. Buckley and in which Mr. Buckley disclaims beneficial
ownership. Includes 1,000 shares purchasable under the January option.
(9) Mr. Chavkin is a director of American. His address is 116 Huntington
Avenue, Boston, Massachusetts 02116. Mr. Chavkin, as a general partner of
CCP, which is the general partner of CEA, may be deemed to own
beneficially shares held by CEA. Mr. Chavkin disclaims such beneficial
ownership. CEA is the sole holder of ARS Class C Common Stock and owns
26,911 shares of ARS Class A Common Stock. The address of CCP and CEA is
380 Madison Avenue, 12th Floor, New York, New York 10017. Does not
include 4,000 shares of ARS Class A Common Stock purchasable under an
option granted on January 2, 1997. Includes 1,000 shares purchasable
under the January option.
(10) Mr. Duncan is a director of American. His address is 116 Huntington
Avenue, Boston, Massachusetts 02116. Does not include 2,000 shares of ARS
Class B Common Stock purchasable under an option granted on December 16,
1993, 1,600 shares of ARS Class B Common Stock purchasable under an
option granted on February 15, 1995, 1,800 shares of ARS Class B Common
Stock purchasable under an option granted on January 18, 1996 and 4,000
shares of ARS Class A Common Stock purchasable under an option granted on
January 2, 1997; includes 4,000 shares as to which the December option,
1,600 shares as to which the February option, 1,200 shares as to which
the January 18 option and 1,000 shares as to which the January 2 option
are exercisable. Includes (a) 500 shares of ARS Class A Common Stock and
6,578 shares of ARS Class B Common Stock owned directly and (b) 400
shares of ARS Class A Common Stock owned as follows: (i) 200 shares of
ARS Class A Common Stock held by Mr. Duncan's spouse, (ii) 100 shares of
ARS Class A Common Stock held by one of his daughters, and (iii) 100
shares of ARS Class A Common Stock held by his spouse for his stepson.
Mr. Duncan has disclaimed beneficial ownership of these shares.
(11) Mr. Kellar is a director of American. His address is 116 Huntington
Avenue, Boston, Massachusetts 02116. Mr. Kellar owns 1,984,247 shares of
ARS Class A Common Stock. Does not include 4,000 shares of ARS Class A
Common Stock purchasable under an option granted April 15, 1997. Includes
1,000 shares of ARS Class A Common Stock as to which the April grant is
exercisable and an aggregate of 84,010 shares of ARS Class A Common Stock
purchasable under options originally granted by EZ on June 30, 1993 and
May 26, 1996.
(12) Mr. Peebler is a director of American. His address is 116 Huntington
Avenue, Boston, Massachusetts 02116. Includes 2,000 shares of ARS Class A
Common Stock owned by Mr. Peebler. Does not include 4,000 shares of ARS
Class B Common Stock purchasable under an option granted February 15,
1995, 1,800 shares of ARS Class B Common Stock purchasable under an
option granted on January 18, 1996 and 4,000 shares of ARS Class A Common
Stock purchasable under an option granted January 2, 1997; includes 6,000
shares as to which the February option, 1,200 shares as to which the
January 18 option and 1,000 shares as to which the January 2 option are
exercisable.
(13) Mr. Primis is a director of American. His address is 116 Huntington
Avenue, Boston, Massachusetts 02116. Does not include 4,000 shares of ARS
Class A Common Stock purchasable under an option granted April 15, 1997.
Includes 1,000 shares purchasable under the January option.
(14) Includes all shares stated to be owned in the preceding notes.
(15) The address of Baron Capital Group, Inc. (Baron) is 767 Fifth Avenue, New
York, New York 10153. Based on Baron's Amendment No. 3 Schedule 13D dated
February 27, 1998, Mr. Baron, the president of Baron, has sole voting
power over 180,000 shares of ARS Class A Common Stock, shared voting
power over 1,910,350 shares of ARS Class A Common Stock, sole dispositive
power over 180,000 shares of ARS Class A Common Stock and shared
dispositive power over 1,910,350 shares of ARS Class A Common Stock. Mr.
Baron disclaims beneficial ownership of 5,879,770 shares of ARS Class A
Common Stock.
(16) The address of Wellington Management Company LLP (Wellington) is 75 State
Street, Boston, Massachusetts 02109. Based on its Schedule 13G (Amendment
No. 2) dated August 8, 1997, Wellington has shared voting power over
985,313 shares of ARS Class A Common Stock and shared dispositive power
over 1,929,676 shares of ARS Class A Common Stock.
(17) The address of Massachusetts Financial Services Company (MFS) is 500
Boylston Street, Boston, Massachusetts 02116-3741. Based on its Schedule
13G (Amendment No. 2) dated February 11, 1998, MFS has sole voting power
over 3,132,749 shares of ARS Class A Common Stock and sole dispositive
power over 3,157,679 shares of ARS Class A Common Stock.

A-32
<PAGE>

(18) The address of Lehman Brothers Holding Inc. (Lehman) is 3 World Financial
Center, 24th Floor, New York, New York 10285. Based on its Schedule 13G
dated February 25, 1998, Lehman has shared voting power over 2,050,000
shares of ARS Class A Common Stock and shared dispositive power over
2,050,000 shares of ARS Class A Common Stock.
(19) The address of FMR Corp. (FMR) is 82 Devonshire Street, Boston,
Massachusetts 02109. Based on its Amendment No. 2 to its Schedule 13G
dated February 9, 1998, FMR has sole voting power over 206,790 shares of
ARS Class A Common Stock and sole dispositive power over 1,716,690 shares
of ARS Class A Common Stock.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Chase Manhattan Bank (Chase) is a co-syndication agent and a lender with
an approximately 9% combined participation under American's prior credit
agreements in 1995, 1996 and 1997 respectively. Chase is an affiliate of CCP,
the general partner of CEA; Mr. Chavkin, a director, is a general partner of
CCP. For the years ended December 31, 1995, 1996 and 1997, Chase's share of
interest and fees paid by American pursuant to the provisions of such credit
facilities were $1,688,500, $533,000 and $2,711,000, respectively. Chase
Securities Inc. is an affiliate of Chase, and was an underwriter in the public
offering of American's 9% Senior Subordinated Notes in February 1996.

In January 1998, ATS consummated the transactions contemplated by the ATS
Stock Purchase Agreement, dated as of January 8, 1998, with Steven B. Dodge,
Chairman of the Board and Chief Executive Officer of ARS and ATS, and certain
other officers and directors of ARS (or their affiliates, members of their
families or family trusts), pursuant to which those persons purchased 8.0
million shares of ATS Common Stock at a purchase price of $10.00 per share for
an aggregate purchase price of $80.0 million, including 4.0 million shares by
Mr. Dodge for $40.0 million.

Mr. Bouloukos, a Co-Chief Operating Officer, and the Company were parties to
a demand loan agreement pursuant to which the Company loaned to Mr. Bouloukos
$100,000 at a variable interest rate (prime) at the time he joined the Company
in August 1996. In 1997, the loan was forgiven and included in compensation.

Management believes that the above transactions were on terms, and the
Company intends to continue its policy that all future transactions between it
and its officers, directors principal stockholders and affiliates will be on
terms, not less favorable to the Company than those which could be obtained
from unaffiliated third parties.

A-33
<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) DOCUMENTS FILED AS PART OF THIS REPORT

(1) Financial Statements

(b) REPORTS ON FORM 8-K FILED IN THE FOURTH QUARTER OF 1997.

1. Form 8-K (Items 5 and 7) on October 16, 1997

2. Form 8-K/A (Items 5 and 7) on October 24, 1997

3. Form 8-K (Items 5 and 7) on December 23, 1997

(d) CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

Schedule II--Valuation and Qualifying Accounts--See page S-1.

All other schedules have been omitted because the required information
either is not applicable or is shown in or determinable from the financial
statements or notes thereto.

A-34
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED ON THE 30TH DAY OF
MARCH, 1998.

American Radio Systems Corporation

/s/ Steven B. Dodge
By: _________________________________
STEVEN B. DODGE
CHIEF EXECUTIVE OFFICER, DIRECTOR,
PRESIDENT AND CHAIRMAN OF THE BOARD

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE

/s/ Steven B. Dodge Chairman of the March 30, 1998
- ------------------------------------- Board, Chief
STEVEN B. DODGE Executive Officer,
President and
Director

/s/ Joseph L. Winn Chief Financial March 30, 1998
- ------------------------------------- Officer
JOSEPH L. WINN and Director

/s/ Alan L. Box Executive Vice March 30, 1998
- ------------------------------------- President
ALAN L. BOX and Director

/s/ Justin D. Benincasa Vice President and March 30, 1998
- ------------------------------------- Corporate
JUSTIN D. BENINCASA Controller

/s/ Thomas H. Stoner Director March 30, 1998
- -------------------------------------
THOMAS H. STONER

/s/ Arthur C. Kellar Director March 30, 1998
- -------------------------------------
ARTHUR C. KELLAR

/s/ Charlton H. Buckley Director March 30, 1998
- -------------------------------------
CHARLTON H. BUCKLEY

A-35
<PAGE>

SIGNATURE TITLE DATE

/s/ Arnold L. Chavkin Director March 30, 1998
- -------------------------------------
ARNOLD L. CHAVKIN

/s/ James H. Duncan, Jr. Director March 30, 1998
- -------------------------------------
JAMES H. DUNCAN, JR.

/s/ Charles D. Peebler, Jr. Director March 30, 1998
- -------------------------------------
CHARLES D. PEEBLER, JR.

/s/ Lance R. Primis Director March 30, 1998
- -------------------------------------
LANCE R. PRIMIS

A-36
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Board of Directors of
American Radio Systems Corporation:

We have audited the accompanying consolidated balance sheets of American
Radio Systems Corporation and subsidiaries as of December 31, 1996 and 1997,
and the related consolidated statements of operations, stockholders' equity
(deficiency) and cash flows for each of the three years in the period ended
December 31, 1997. Our audits also included the financial statement schedule
listed in the index at Item 14. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on the financial statements and financial statement schedule based
on our audits.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of American Radio Systems
Corporation and subsidiaries as of December 31, 1996 and 1997, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1997 in conformity with generally accepted
accounting principles. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.

DELOITTE & TOUCHE LLP

Boston, Massachusetts
March 6, 1998
(Except for Note 3 as to
which the date is March 27, 1998)

A-37
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1997
------------ ------------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents.......................... $ 10,447 $ 16,643
Accounts receivable (less allowance for doubtful
accounts of $4,560 in 1996 and $7,703 in 1997, re-
spectively)....................................... 51,897 90,468
Employee and other related-party receivables....... 249 144
Prepaid expenses and other assets.................. 3,354 5,009
Current portion of investment notes receivable
(less valuation allowance of $6,750 in 1997)...... 2,250
Deferred income taxes.............................. 3,370 6,428
-------- ----------
Total current assets........................... 69,317 120,942
-------- ----------
PROPERTY AND EQUIPMENT--Net.......................... 90,247 250,189
-------- ----------
OTHER ASSETS:
Restricted cash.................................... 22,141
Investment note receivable-related party (less val-
uation allowance of $500 in 1996)................. 743
Investment notes receivable........................ 69,177 36,812
Intangible assets--net:
Goodwill......................................... 232,908 353,897
FCC licenses..................................... 233,558 1,112,273
Other intangible assets.......................... 26,794 38,884
Unallocated purchase price, net.................. 108,192
Deposits and other long-term assets................ 26,064 10,875
Net assets held under exchange agreement........... 47,495
-------- ----------
Total other assets............................. 636,739 1,683,074
-------- ----------
TOTAL................................................ $796,303 $2,054,205
======== ==========
</TABLE>

See notes to consolidated financial statements.

A-38
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1996 1997
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current maturities of long-term debt............... $ 561 $ 450
Accounts payable................................... 7,085 9,687
Accrued compensation............................... 3,027 3,456
Accrued expenses................................... 16,355 20,708
Accrued interest................................... 7,303 14,177
-------- ----------
Total current liabilities...................... 34,331 48,478
-------- ----------
DEFERRED INCOME TAXES................................ 33,205 196,028
-------- ----------
OTHER LONG-TERM LIABILITIES.......................... 2,149 8,954
-------- ----------
LONG-TERM DEBT....................................... 330,111 923,704
-------- ----------
MINORITY INTEREST IN SUBSIDIARIES.................... 344 626
-------- ----------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE PREFERRED STOCK:
Cumulative Exchangeable Preferred Stock, $0.01 par
value; 10,000,000 shares authorized; 2,105,602
shares issued and outstanding; liquidation
preference $100 per share......................... 215,550
-------- ----------
STOCKHOLDERS' EQUITY:
Preferred Stock; $0.01 par value; 10,000,000 shares
authorized: Convertible Exchangeable Preferred
Stock; 137,500 shares issued and outstanding
(represented by 2,750,000 depositary shares);
liquidation preference $1,000 per share........... 1 1
Class A Common Stock; $.01 par value; 100,000,000
shares authorized; 15,101,022 and 24,708,096
shares issued and outstanding, respectively....... 151 247
Class B Common Stock; $.01 par value; 15,000,000
shares authorized; 4,658,096 and 3,508,639 shares
issued and outstanding, respectively.............. 47 35
Class C Common Stock; $.01 par value; 6,000,000
shares authorized; 1,295,518 shares issued and
outstanding....................................... 13 13
Additional paid-in capital......................... 390,731 671,211
Unearned compensation.............................. (297) (202)
Retained earnings (accumulated deficit)............ 5,955 (9,982)
-------- ----------
Total.......................................... 396,601 661,323
-------- ----------
Less:
Treasury stock, at cost, 18,449 and 19,019 shares
at December 31, 1996 and December 31, 1997,
respectively.................................... (438) (458)
-------- ----------
Total stockholders' equity..................... 396,163 660,865
-------- ----------
TOTAL................................................ $796,303 $2,054,205
======== ==========
</TABLE>

See notes to consolidated financial statements.

A-39
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
NET REVENUES.................................... $ 97,772 $178,019 $374,118
-------- -------- --------
OPERATING EXPENSES:
Operating expenses excluding depreciation and
amortization, net local marketing agreement
and corporate general and administrative
expenses..................................... 66,448 120,004 241,836
Net local marketing agreement expenses........ 600 8,128 2,314
Depreciation and amortization................. 12,364 17,810 64,743
Merger expenses............................... 1,985
Corporate general and administrative.......... 3,908 5,046 8,207
-------- -------- --------
Total expenses.............................. 83,320 150,988 319,085
-------- -------- --------
OPERATING INCOME................................ 14,452 27,031 55,033
-------- -------- --------
OTHER INCOME (EXPENSE):
Interest expense.............................. (12,497) (22,287) (59,749)
Interest income and other, net................ 2,435 5,525 2,364
Gains (losses) on sale of assets and other,
net.......................................... 11,544 (308) (5,713)
-------- -------- --------
Total other income (expense)................ 1,482 (17,070) (63,098)
-------- -------- --------
INCOME (LOSS) FROM OPERATIONS BEFORE
EXTRAORDINARY LOSSES AND INCOME TAXES.......... 15,934 9,961 (8,065)
INCOME TAX (BENEFIT) PROVISION.................. 6,829 4,826 (416)
-------- -------- --------
INCOME (LOSS) BEFORE EXTRAORDINARY LOSSES....... 9,105 5,135 (7,649)
EXTRAORDINARY LOSSES ON EXTINGUISHMENT OF DEBT,
NET OF INCOME TAX BENEFIT OF $614 and $1,476 in
1995 and 1997, respectively.................... (817) (2,333)
-------- -------- --------
NET INCOME (LOSS)............................... 8,288 5,135 (9,982)
REDEEMABLE COMMON AND PREFERRED STOCK DIVI-
DENDS.......................................... (815) (4,973) (31,164)
-------- -------- --------
NET INCOME (LOSS) APPLICABLE TO COMMON STOCK-
HOLDERS--BASIC................................. $ 7,473 $ 162 $(41,146)
======== ======== ========
BASIC PER SHARE AMOUNTS:
Before extraordinary items.................... $ 0.70 $ 0.01 $ (1.42)
Extraordinary items........................... (0.07) -- (0.09)
-------- -------- --------
Net income (loss)............................. $ 0.63 $ 0.01 $ (1.51)
======== ======== ========
DILUTED PER SHARE AMOUNTS:
Before extraordinary items.................... $ 0.65 $ 0.01 $ (1.42)
Extraordinary items........................... (0.06) -- (0.09)
-------- -------- --------
Net income (loss)............................. $ 0.59 $ 0.01 $ (1.51)
======== ======== ========
SHARES FOR BASIC................................ 11,838 19,550 27,290
SHARES FOR DILUTED.............................. 12,585 20,510 27,290
======== ======== ========
</TABLE>

See notes to consolidated financial statements.

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<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK]

A-41
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(IN THOUSANDS)

<TABLE>
<CAPTION>
CONVERTIBLE
EXCHANGEABLE SERIES A SERIES B SERIES D CLASS A
PREFERRED STOCK COMMON STOCK COMMON STOCK COMMON STOCK COMMON STOCK
------------------ ------------------ ------------------ ------------------ ------------------
SHARES SHARES SHARES SHARES SHARES
OUTSTANDING AMOUNT OUTSTANDING AMOUNT OUTSTANDING AMOUNT OUTSTANDING AMOUNT OUTSTANDING AMOUNT
----------- ------ ----------- ------ ----------- ------ ----------- ------ ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1,
1995.................. 3,631 $36 374 $ 4 317 $ 3
Repayment of note re-
ceivable..............
Stock options granted
below fair market val-
ue....................
Reclassification of Se-
ries A, B and C re-
deemable stock........
Two-for-one stock ex-
change................ 3,631 36 374 4 317 3
Distributions on re-
deemable stock........
Reversal of dividends
payable...............
Conversion to Class A
Common Stock.......... (1,275) (13) (539) (5) 1,813 $ 18
Conversion to Class B
Common Stock.......... (5,637) (56) (95) (1)
Conversion to Class C
Common Stock.......... (298) (3) (748) (8)
Shares allocated to
treasury.............. (52)
Issuance of Class A
Common Stock, net of
issuance costs of
$8,303................ 4,770 47
Exercise of Common
Stock Option and War-
rant.................. 1
Conversion of Senior
Series C Common Stock
to Class B and Class C
Common Stock..........
Acquisition of treasury
stock.................
Amortization of un-
earned compensation...
Conversion of Class B
Common Stock to Class
A Common Stock........ 61 1
Retirement of treasury
stock.................
Net income.............
Reclassification of
capital deficiency ac-
count.................
------ --- ---- --- ---- --- ------ ----
BALANCE, DECEMBER 31,
1995.................. 0 0 0 0 0 0 6,645 66
Dividends payable......
Distributions paid.....
Issuance of Class A
Common Stock, net of
issuance cost of
$7,034................ 4,501 45
Shareholder conversion
in conjunction with
issuance of Class A
Common Stock.......... 838 8
Issuance of Preferred
Stock, net of issuance
cost of $4,725........ 138 $ 1
Issuance of Class A
Common Stock for Sky-
line, Bridan Tower,
and Henry Mergers..... 2,165 22
Conversion of Class B
Common Stock to Class
A Common Stock........ 952 10
Exercise of common
stock options.........
Amortization of un-
earned compensation...
Net income.............
--- --- ------ --- ---- --- ---- --- ------ ----
BALANCE, DECEMBER 31,
1996.................. 138 1 0 0 0 0 0 0 15,101 151
Dividends payable......
Distributions paid.....
Issuance of Class A
Common Stock ......... 8,362 83
Issuance of Preferred
Stock, net of issuance
costs of $7,750.......
Conversion of Class B
Common Stock To Class
A Common Stock........ 1,193 12
Exercise of common
stock Options......... 53 1
Tax benefit of stock
options...............
Acquisition of treasury
stock................. (1)
Amortization of un-
earned Compensation...
Net loss...............
--- --- ------ --- ---- --- ---- --- ------ ----
BALANCE, DECEMBER 31,
1997.................. 138 $ 1 0 $ 0 0 $ 0 0 $ 0 24,708 $247
=== === ====== === ==== === ==== === ====== ====
</TABLE>

See notes to consolidated financial statements.

A-42
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)--(CONTINUED)
(IN THOUSANDS)

CLASS B CLASS C
COMMON STOCK COMMON STOCK NOTE TREASURY STOCK
- ------------------- ------------------ RECEIVABLE ----------------
SHARES SHARES FROM UNEARNED
OUTSTANDING AMOUNT OUTSTANDING AMOUNT STOCKHOLDER SHARES AMOUNT COMPENSATION
- ----------- ------ ----------- ------ ----------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
$(500) (26) $ (340)
500
$(473)

(26)

5,731 $57 1,046 $11

79 1
268 3 671 6
(18) (18) (438)
82
(61) (1)
52 340

------ --- ----- --- ----- ------ ------- -----
5,920 59 1,796 18 0 (18) (438) (391)

(338) (3) (500) (5)

(952) (10)
28 1
94

------ --- ----- --- ----- ------ ------- -----
4,658 47 1,296 13 0 (18) (438) (297)

(1,193) (12)
44 0

(1) (20)
95

------ --- ----- --- ----- ------ ------- -----
3,509 $35 1,296 $13 0 $ (19) $ (458) $(202)
====== === ===== === ===== ====== ======= =====
<CAPTION>

CAPITAL
ADDITIONAL DEFICIENCY RETAINED
PAID-IN UPON EARNINGS DIVIDENDS
CAPITAL COMBINATION (DEFICIT) PAYABLE TOTAL
---------- ----------- --------- --------- ---------
<C> <C> <C> <C> <C>
$ 18,357 $(21,709) $(1,680) $ 265 $ (5,564)
500
473
3,121 3,121
(43)
(815) (815)
265 (265)

70,355 70,402
11 12

438 9

(340) 82
8,288
(21,709) 21,709 8,288
-------- -------- ------- ------- ---------
70,928 $ 0 5,793 0 76,035
========
(4,973) 4,973
(4,973) (4,973)
114,457 114,502

132,774 132,775
72,131 72,153

441 442
94
5,135 5,135
-------- ------- ------- --------
390,731 5,955 0 396,163
(25,210) (5,955) 15,613 (15,552)
(15,613) (15,613)
311,213 311,296
(7,750) (7,750)
0
930 930
1,297 1,298
(20)
95
(9,982) (9,982)
-------- ------- ------- ---------
$671,211 $(9,982) $ 0 $660,865
======== ======= ======= =========
</TABLE>

A-43
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------
1995 1996 1997
--------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)............................ $ 8,288 $ 5,135 $ (9,982)
Adjustments to reconcile net income (loss) to
cash provided by operating activities:
Barter revenues.............................. (4,678) (7,989) (13,137)
Barter expenses.............................. 4,626 6,973 12,052
Depreciation and amortization................ 12,364 17,810 64,744
Amortization of deferred financing costs..... 278 868 1,475
Amortization of debt discount................ 84 100
Amortization of debt premium................. (574)
Provision for losses on accounts
receivable.................................. 1,387 2,977 4,608
Provision for loss on investment note
receivable.................................. 6,750
Extraordinary losses, net.................... 817 2,333
Deferred taxes............................... 3,490 940 (5,481)
Accretion of note discount................... (53) (42)
Recovery of allowance on investment note
receivable.................................. (500)
(Gain) loss on sale of station and other,
net......................................... (11,544) 248 (404)
Loss on broadcasting contract................ 1,670
Stock compensation........................... 82 94 95
Minority interest in net earnings of
subsidiaries and investments................ 584
Change in assets and liabilities, net of
effects of mergers and acquisitions:
Accounts receivable......................... (6,030) (27,872) (15,433)
Prepaid expenses and other assets........... (919) (1,202) (783)
Restricted cash............................. (703)
Accounts payable and accrued expenses....... 2,609 10,846 (5,844)
Accrued interest............................ (993) 6,789 1,738
--------- --------- ---------
Cash provided by operating activities...... 9,724 15,659 43,308
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for purchase of property, equipment
and intangible assets....................... (5,926) (25,109) (45,730)
Proceeds from asset and radio station sales.. 15,302 1,087 86,551
Repayment of investment notes receivable..... 3,000 1,350 1,243
Payments for purchase of tower properties.... (7,300) (9,797) (181,333)
Payments for purchase of radio stations...... (31,013) (312,591) (500,824)
Payments for investment notes receivable and
related intangible assets................... (48,597) (56,522) (11,371)
Deposits and other long-term assets.......... (6,649) (20,303) 6,391
--------- --------- ---------
Cash used for investing activities......... (81,183) (421,885) (645,073)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under the Credit Agreements....... 225,000 154,000 790,500
Repayments under the Credit Agreements....... (202,500) (151,500) (351,000)
Borrowings under other obligations........... 750
Repayment of other obligations............... (1,288) (454) (1,227)
Net proceeds from debt offering--net of
discount.................................... 173,581
Net proceeds from stock offerings and
options..................................... 69,882 247,474 193,165
Additions to deferred financing costs........ (3,896) (5,344) (8,195)
Redemption of Series C Senior Common Stock... (14,580)
Dividends paid............................... (4,973) (15,613)
Distribution to minority shareholder......... (419)
Purchase of treasury stock................... (438)
--------- --------- ---------
Cash provided by financing activities...... 72,180 412,784 607,961
--------- --------- ---------
INCREASE IN CASH AND CASH EQUIVALENTS......... 721 6,558 6,196
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR.. 3,168 3,889 10,447
--------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF YEAR........ $ 3,889 $ 10,447 $ 16,643
========= ========= =========
</TABLE>

See notes to consolidated financial statements.

A-44
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

American Radio Systems Corporation and subsidiaries (collectively, American,
ARS or the Company) is a national broadcasting company formed in 1993 to
acquire, develop and operate radio stations and communications towers
throughout the United States. As of December 31, 1997 the Company owned and/or
operated approximately 100 radio stations in 21 markets and owned and/or
operated approximately 760 wireless communication sites.

American Tower Systems Corporation and subsidiaries (formerly American Tower
Systems Holding Corporation) (collectively, the Tower Subsidiary, ATS or
Tower) is a wholly-owned subsidiary of ARS. ATS was incorporated in July 1995
for the purpose of acquiring, developing, marketing, managing and operating
wireless communications tower sites throughout the United States, for use by
communications related businesses, wireless communications providers, and
television and radio broadcasters. ATS' primary business is the leasing of
antennae sites on multi-tenant towers and rooftops, primarily for its own
towers and, to a lesser extent, for unaffiliated communications site owners.
In support of its rental business, ATS also offers its customers network
development services, including site acquisition, zoning, antennae
installation, site construction and network design. These services are offered
on a time and materials or fixed fee basis or incorporated into build to suit
construction contracts. ATS is also engaged in the video, voice and data
transmission business, which it currently conducts in the New York City to
Washington D.C. corridor and in Texas.

Pending Sale of Radio Operations and Tower Separation--In September 1997,
ARS entered into a merger agreement with a subsidiary of CBS Corporation
(formerly Westinghouse Electric Corporation) (CBS) which was amended and
restated in December 1997 (the Merger Agreement) pursuant to which the CBS
subsidiary will merge with and into ARS. Each holder of ARS common stock at
the effective time of the merger will receive (i) $44.00 per share in cash,
and (ii) one share, of the same class, of Tower common stock owned by ARS (the
Tower Separation). As a result of the Tower Separation, Tower will cease to be
a subsidiary of, or otherwise be affiliated with, ARS and will thereafter
operate as an independent publicly held company. ARS and Tower will enter into
certain agreements pursuant to the Merger Agreement providing for, among other
things, the orderly separation of ARS and Tower, the transfer of lease
obligations to Tower of leased space on certain towers owned or leased by ARS
to Tower, and the allocation of certain tax liabilities between ARS and Tower.
The Tower Separation will result in a taxable gain to ARS, of which $20.0
million will be borne by ARS and the remaining obligation (currently estimated
at approximately $113.0 to $153.0 million) will be paid by Tower pursuant to
provisions of the Merger Agreement (the Merger Tax Liability). The Merger Tax
Liability is based on an assumed fair market value of the Tower Common Stock
of $16.00 per share. Such estimated Merger Tax Liability would increase or
decrease by $14.8 million for each $1.00 per share increase or decrease in the
fair market value of ATS Common Stock. (See Note 10).

The Merger has been approved by stockholders of ARS who hold sufficient
voting power to approve such action. Consummation of the Merger is subject to,
among other things, the expiration or earlier termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (HSR Act) and the approval by the Federal Communications Commission
(FCC) of the transfer of control of ARS' FCC licenses with respect to its
radio stations to CBS. Subject to the satisfaction of such conditions, the
Merger is expected to be consummated in the spring of 1998.

Basis of Presentation and Principles of Consolidation--The accompanying
consolidated financial statements include the accounts of the Company and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated. Investments in affiliates, owned more than 20 percent but not in
excess of 50 percent, are accounted for using the equity method, when less
than a controlling interest is held. The Company also consolidates its 50.1%
interest and its 70.0% interest in two other limited liability communications
tower companies, with the other companies' investment reflected as minority
interest in the accompanying balance

A-45
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

sheet. Equity in earnings (loss) of affiliates not consolidated and the
minority interest in earnings (loss) of consolidated affiliates is reported as
a component of gains on sales of assets and other, net in the accompanying
consolidated statement of operations. There were no such amounts for the years
ended December 31, 1995 and 1996; such amounts approximated $362,000 for the
year ended December 31, 1997.

Information with respect to the Company's radio and tower segments is
presented within these notes to consolidated financial statements, principally
Note 14. The Company believes that the tower segment should not be accounted
for as a discontinued operation based upon the Company's belief that a
measurement date will not occur until such time as the Merger is granted
regulatory approval. Further, in the event the Merger is not consummated, the
Company's board of directors will determine, based on the facts and
circumstances then existing, whether the distribution of Tower to the
Company's stockholders will be in their best interests. Accordingly, the tower
segment has not been reported as a discontinued operation in the accompanying
consolidated financial statements.

Revenue Recognition--Revenues are recognized when advertisements are
broadcast and transmitting services are provided. Tower and sublease revenues
are recognized when earned. Escalation clauses and other incentives present in
lease agreements are recognized on a straight-line basis over the term of the
leases. Management fee, consulting and video revenues are recognized as such
services are provided.

Barter Transactions--Revenue from the stations' exchange of advertising time
for goods and services is recorded as the advertising is broadcast at the fair
market value of goods or services received or to be received. The value of the
goods and services is charged to expense when used. Net barter receivables are
included in accounts receivable.

Barter transactions were approximately as follows for the years ended
December 31 (in thousands):

<TABLE>
<CAPTION>
1995 1996 1997
------ ------ -------
<S> <C> <C> <C>
Barter revenues..................................... $4,678 $7,989 $13,137
Barter expenses..................................... 4,626 6,973 12,052
Net barter receivables.............................. 248 811 1,457
Barter fixed asset additions........................ 131 22 202
Net barter asset (liability) assumed in acquisi-
tions.............................................. (431) 42
</TABLE>

Net Local Marketing Agreement Expense--Net local marketing agreement (LMA)
expenses consist of fees paid by or earned by American under agreements which
permit an entity to program and market stations prior to their acquisition.
The Company enters into such agreements prior to the consummation of many of
its acquisitions or dispositions. LMA expenses for the years ended December
31, 1996 and 1997 are presented net of approximately $2,333,000 and
$4,138,000, respectively, of revenue earned under such agreements with third
parties.

Concentration of Credit Risk--The Company extends credit to customers on an
unsecured basis in the normal course of business. No individual industry or
industry segment is significant to the Company's customer base. The Company
has policies governing the extension of credit and collection of amounts due
from customers.

A-46
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

probability of being executed. Derivative financial instruments used include
interest rate swap agreements and interest rate cap agreements. These
instruments are matched with either fixed or variable rate debt and, when
matched, are recorded on a settlement basis as an adjustment to interest
expense. Premiums paid to purchase interest rate cap agreements are amortized
as an adjustment of interest expense over the life of the contract. Derivative
financial instruments are not held for trading purposes. (See Notes 3 and 12).

Income (Loss) Per Common Share--In the fourth quarter of 1997, the Company
adopted Statement of Financial Accounting Standards No. 128, (FAS 128)
Earnings Per Share. Prior to the fourth quarter of 1997, the Company computed
income (loss) per common share using the methods outlined in Accounting
Principles Board Opinion No. 15, Earnings Per Share, and its interpretations.

Basic income (loss) per common share is computed using the weighted average
number of common shares outstanding during each year. Diluted income (loss)
per common share reflects the effect of the Company's outstanding options
(using the treasury stock method) and assumes conversion of preferred stock
except where such items would be antidilutive.

A reconciliation of the denominator for the basic and diluted per share
calculations is as follows:

<TABLE>
<CAPTION>
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Shares for basic computation.......................... 11,838 19,550 27,290
Effect of stock options............................... 747 960 --
Assumed conversion of redeemable common and preferred
stock................................................ -- -- --
------ ------ ------
Shares for diluted computation........................ 12,585 20,510 27,290
====== ====== ======
</TABLE>

Shares of redeemable common and preferred stock convertible into common
stock have been excluded from the diluted computation as they are anti-
dilutive. Had such shares been included, shares for diluted computation would
have been increased by 410,000, 1,662,000 and 3,235,000 in 1995, 1996 and
1997, respectively. In addition, because such shares are anti-dilutive, no
adjustment has been made to reconcile from income (loss) for the basic
computation to that for the diluted computation. No effect has been given to
stock options in 1997 as they are anti-dilutive for that year. Had such
options been included, shares for diluted computation would have been
increased by 1,388,000.

Property and Equipment and Intangible Assets--Property and equipment are
recorded at cost, or at estimated fair value in the case of acquired
properties. Cost includes expenditures for radio properties, communications
sites and related assets and the net amount of interest cost associated with
significant capital additions. Approximately $120,000 and $921,000 of interest
was capitalized for the years ended December 31, 1996 and 1997, respectively.
Depreciation is provided using the straight-line method over estimated useful
lives ranging from three to fifteen years.

Non-competition and consulting agreements, FCC licenses, favorable
transmitter sites, goodwill, and various other intangibles, acquired in
connection with the Company's acquisitions of the various radio stations and
communications sites, are being amortized over their estimated useful lives,
ranging from one to forty years, using the straight-line method. FCC licenses
and goodwill are generally amortized over a fifteen to forty year

A-47
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

period. Other intangible assets consist principally of deferred financing
costs, broadcast affiliation agreements, favorable studio and office space
leases and costs incurred on pending acquisitions. Accumulated amortization of
goodwill aggregated approximately $6,369,000 and $17,318,000 at December 31,
1996 and 1997, respectively. Accumulated amortization of FCC licenses
aggregated approximately $7,628,000 and $42,876,000 at December 31, 1996 and
1997, respectively. Accumulated amortization of other intangible assets
aggregated approximately $14,112,000 and $18,698,000 at December 31, 1996 and
1997, respectively. Accumulated amortization of the unallocated purchase price
aggregated approximately $356,000 and $3,726,000 at December 31, 1996 and
1997, respectively.

The consolidated financial statements reflect the preliminary allocation of
certain purchase prices as the appraisals for certain acquisitions have not
yet been finalized. The Company is currently conducting studies to determine
certain purchase price allocations of Tower acquisitions and expects that upon
final allocation the average estimated useful life will approximate fifteen
years. The final allocation of purchase price is not expected to have a
material effect on the Company's results of operations, liquidity or financial
position.

Property and equipment and intangible assets included approximately $108.6
million and $84.0 million of assets related to radio stations held for sale or
under exchange agreements (excluding the Merger Agreement) as of December 31,
1996 and 1997, respectively. The following summary presents the results of
operations (excluding depreciation and amortization, net local marketing
agreement and corporate general and administrative expenses) relating to these
stations that are included in the accompanying consolidated financial
statements for each respective period.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
---------------
1996 1997
------- -------
<S> <C> <C>
Net operating revenues..................................... $15,795 $22,271
Net operating expenses..................................... 10,663 15,742
</TABLE>

Restricted Cash--Restricted cash represents cash held in escrow pursuant to
certain exchange agreements. Such agreements may be terminated at the
Company's option, in which event such cash held in escrow is required to be
utilized to reduce borrowings under the Company's credit agreement.

Investment Notes Receivable--In connection with certain transactions
discussed in Notes 9, 10 and 11, the Company has loaned funds at varying rates
of interest to certain entities which own radio stations and tower properties
that the Company is obligated, or has options, to purchase. These notes have
varying interest rates ranging from 6% to 12% and are collateralized by
substantially all of the assets of the related radio stations. In connection
with the OPM acquisition and the Gearon acquisition described in Note 11, the
Company entered into certain note agreements prior to consummation of these
acquisitions.

The Company agreed to advance OPM an amount not to exceed $37.0 million, of
which approximately $5.8 million (including accrued interest) was advanced as
of December 31, 1997. The note bore interest at prime rate plus 3%, was
unsecured and was an assumed liability upon closing of the OPM acquisition.

The Company also agreed to advance Gearon an amount not to exceed $10.0
million prior to closing, of which approximately $5.0 million was advanced as
of December 31, 1997. The note bore interest at 7.25% per annum, was unsecured
and was paid upon closing of the Gearon acquisition.

A-48
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

financial statements and accompanying notes. In the process of preparing its
consolidated financial statements, the Company estimates the appropriate
carrying value of certain assets and liabilities which are not readily
apparent from other sources. The primary estimates underlying the Company's
financial statements include allowances for potential bad debts on accounts
and notes receivable, the useful lives of its assets such as property and
intangibles, fair values of financial instruments, the realizable value of its
tax assets and accruals for health insurance and other matters. Management
bases its estimates on certain assumptions, which they believe are reasonable
in the circumstances, and while actual results could differ from those
estimates, management does not believe that any change in those assumptions in
the near term would have a material effect on its financial position, results
of operations or liquidity.

Income Taxes--Deferred taxes are provided to reflect temporary differences
in bases between book and tax assets and liabilities, and net operating loss
carryforwards. Deferred tax assets and liabilities are measured using
currently enacted tax rates. (See Note 6).

Retirement Plans--The Company has a 401(k) plan covering substantially all
employees, subject to certain minimum age and length-of-employment
requirements. Under the plan, the Company matches 30% of participants'
contributions up to 5% of compensation. The Company contributed approximately
$225,000, $299,000 and $866,000 to the plan for the years ended December 31,
1995, 1996, and 1997, respectively.

Recent Accounting Pronouncements--In June 1997, the FASB released FAS No.
130 "Reporting Comprehensive Income" (FAS 130), and FAS No. 131 "Disclosures
about Segments of an Enterprise and Related Information" (FAS 131). These
pronouncements will be effective in 1998. FAS 130 establishes standards for
reporting comprehensive income items and will require the Company to provide a
separate statement of comprehensive income; reported financial statements
amounts will be affected by this adoption. FAS 131 established standards for
reporting information about the operating segments in its annual report and
interim reports and will require the Company to adopt this standard in 1998.

In February 1998, the FASB released SFAS No. 132, (FAS 132) "Employer's
Disclosures about Pensions and Other Postretirement Benefits," which the
Company will be required to adopt in 1998. FAS 132 will require additional
disclosure concerning changes in the Company's pension obligations and assets
and eliminates certain other disclosures no longer considered useful. Adoption
will not have any effect on reported results of operations or financial
position.

Cash Flow Information--For purposes of the statements of cash flows, the
Company considers all highly liquid, short-term investments with remaining
maturities of three months or less when purchased to be cash and cash
equivalents.

Cash payments for interest expense aggregated approximately $9,890,000,
$14,329,000 and $57,863,000 for the years ended December 31, 1995, 1996, and
1997, respectively.

Cash payments for income taxes aggregated approximately $1,808,000,
$3,086,000 and $2,800,000 for the years ended December 31, 1995, 1996, and
1997, respectively.

Significant non-cash investing and financing transactions, apart from the
barter transactions discussed above, are as follows:

For the year ended December 31, 1995:

Accrued and unpaid Common Deferred Yield Distributions on the Series C
Common Stock aggregated $815,000. (See Note 7).

A-49
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED)

In connection with the acquisition of a radio station, the Company issued
a $500,000 note to the previous owner.

Capital lease obligations of approximately $201,000 were incurred for
office furniture and equipment.

In connection with the Company's initial public offering of its Class A
Common Stock (the Initial Public Offering), the Company exchanged
approximately 939,000 shares of Senior Series Common Stock for
approximately 268,000 shares of Class B Common Stock and approximately
671,000 shares of Class C Common Stock. (See Note 8).

The Company's obligation to repurchase the shares of the beneficiaries of
a Predecessor Entity's Employee Stock Ownership Plan was canceled as a
result of the Initial Public Offering and pursuant to a vote by the Board
of Directors effective September 30, 1995. (See Note 7).

For the year ended December 31, 1996:

In connection with radio station and tower acquisitions, the Company
assumed approximately $4,437,000 in liabilities and issued shares of Class
A Common Stock with an agreed upon value of approximately $72,153,000. (See
Note 9).

Capital lease obligations of approximately $390,000 were incurred for
office furniture and equipment. (See Note 3).

For the year ended December 31, 1997:

In connection with radio station and tower acquisitions, the Company
assumed approximately $227,413,000 in liabilities and issued shares of
Class A Common Stock with a value of approximately $310,300,000. The
Company received approximately $69,277,000 of restricted cash as
consideration for disposed radio stations and approximately $42,848,000 of
this restricted cash was used as consideration for radio station
acquisitions. The Company also exchanged approximately $44,352,000 in
investment notes as consideration towards radio station and tower
acquisitions. (See Note 9).

The Company issued 105,602 additional shares of Cumulative Exchangeable
Preferred Stock as dividend payments in kind. (See Note 7).

Capital lease obligations of approximately $40,000 were incurred for
office equipment. (See Note 3).

Reclassifications--Certain reclassifications have been made to the prior
year financial statements to conform with the 1997 presentation.

2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of December 31 (in
thousands):

<TABLE>
<CAPTION>
1996 1997
------- --------
<S> <C> <C>
Land and improvements................................... $14,835 $ 27,330
Buildings and improvements.............................. 21,842 60,982
Towers.................................................. 6,891 48,340
Broadcast equipment..................................... 37,256 95,376
Office equipment, furniture, fixtures and other equip-
ment................................................... 8,635 23,613
Assets under capital lease obligations.................. 1,259 1,311
Construction in progress................................ 8,903 13,072
------- --------
Total................................................... 99,621 270,024
Less accumulated depreciation and amortization.......... (9,374) (19,835)
------- --------
Property and equipment--net............................. $90,247 $250,189
======= ========
</TABLE>

Accumulated amortization for the assets under capital leases aggregated
approximately $659,000 and $847,000 at December 31, 1996 and 1997,
respectively.

A-50
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. LONG-TERM DEBT

Outstanding amounts under the Company's long-term debt arrangements
consisted of the following as of December 31 (in thousands):

<TABLE>
<CAPTION>
1996 1997
-------- --------
<S> <C> <C>
Credit Agreements......................................... $151,500 $505,000
Tower Credit Agreements................................... 2,500 88,500
Senior Subordinated Notes................................. 173,665 327,691
Tower Note Payable--Other................................. 1,558 1,467
Other Obligations......................................... 1,449 1,496
-------- --------
Total..................................................... 330,672 924,154
Less current maturities................................... 561 450
-------- --------
Long-term debt............................................ $330,111 $923,704
======== ========
</TABLE>

Credit Agreements--In January 1997, the Company entered into two new credit
agreements with a syndicate of banks (collectively, the 1997 Credit
Agreement), which replaced the previously existing credit agreement. All
amounts outstanding under the previous agreement were repaid with proceeds
from the 1997 Credit Agreement; the following discussion, with the exception
of information regarding interest rates, is based upon the terms and
conditions of the 1997 Credit Agreement. Collectively, the previous credit
agreement and the 1997 Credit Agreement are referred to as the Credit
Agreements.

The 1997 Credit Agreement consists of two separate lending agreements,
providing for facilities consisting of a $550.0 million reducing revolver
credit facility which is available through December 31, 2004, a $200.0 million
revolving credit converting to a term loan facility maturing December 31,
2004, and a $150.0 million term loan facility, maturing December 31, 2004,
available in connection with certain note obligations of EZ Communications;
the $150.0 million facility was not needed, and has expired unused.

Amounts outstanding under the Credit Agreements bear interest based upon a
variable base rate adjusted for a margin which is determined by reference to
certain financial ratios of the Company, generally related to leverage. Until
such time as the Company requests that rates be fixed or capped, rates are
determined, at the option of the Company, by reference to either the
Eurodollar rate plus certain percentages, or an alternate base rate (as
defined) plus certain percentages. The weighted average interest rates under
the Credit Agreements were approximately 8.0% and 7.4% for the years ended
December 31, 1996 and 1997, respectively.

There was $74.8 million and $48.0 million available under the Credit
Agreements at December 31, 1996 and 1997, respectively. In connection with the
Credit Agreements, the Company is obligated to pay commitment fees based on a
percentage of the unused portion of the available commitments (the fee varies
depending upon which facility is affected and the Company's leverage ratio).
Commitment fees paid related to the Credit Agreements were approximately
$24,500, $1,113,000 and $1,111,000 in 1995, 1996 and 1997, respectively.

The 1997 Credit Agreement contains certain financial and operational
covenants and other restrictions with which the Company must comply,
including, among others, limitations on certain acquisitions, additional
indebtedness, capital expenditures, and payment of cash dividends and stock
repurchases. In addition, restrictions are placed upon the use of borrowings
under the 1997 Credit Agreement and the Company must maintain certain
financial ratios, principally related to leverage. Borrowings under the 1997
Credit Agreement are collateralized by a first security interest in the
capital stock of the Company's Restricted Subsidiaries (as defined in the 1997
Credit Agreement), all FCC licenses, and all financial instruments (including
the station investment note receivables) and material agreements. The
Company's Restricted Subsidiaries have guaranteed the obligations of the
Company under the 1997 Credit Agreement.

A-51
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. LONG-TERM DEBT--(CONTINUED)

Tower Credit Agreements--In October 1997, ATS entered into a new loan
agreement with a syndicate of banks (the 1997 Tower Credit Agreement), which
replaced the previously existing credit agreement. American Tower Systems
(Delaware), Inc. (ATSI) and American Tower Systems, L.P. (ATSLP)
(collectively, the Operating Subsidiaries), are co-borrowers under the 1997
Tower Credit Agreement. All amounts outstanding under the previous agreement
were repaid with proceeds from the 1997 Tower Credit Agreement. The following
discussion, with the exception of the information regarding interest rates and
availability under the agreements, is based on the terms and conditions of the
1997 Tower Credit Agreement. Collectively, the previous credit agreement and
the 1997 Tower Credit Agreement are referred to as the Tower Credit
Agreements.

The 1997 Tower Credit Agreement provides ATS with a $250.0 million loan
commitment based on ATS maintaining certain operational ratios, and an
additional $150.0 million loan at the discretion of ATS. The 1997 Tower Credit
Agreement may be borrowed, repaid and reborrowed without reducing the
availability until June 2005, except as specified in the 1997 Tower Credit
Agreement; thereafter, availability decreases in an amount equal to 50% of
excess cash flow, as defined in the 1997 Tower Credit Agreement, for the
fiscal year immediately preceding the calculation date. In addition, the 1997
Tower Credit Agreement requires commitment reductions in the event of sale of
ATS's common stock or debt instruments, and/or permitted asset sales, as
defined in the 1997 Tower Credit Agreement.

Outstanding amounts under the Tower Credit Agreements bear interest at
either LIBOR (5.72% as of December 31, 1997 and 5.78% as of December 31, 1996)
plus 1.0% to 2.25% or Base Rate, as defined in the Tower Credit Agreements,
plus 0.00% to 1.00%. The spread over LIBOR and the Base Rate varies from time
to time, depending upon the Tower Subsidiary's financial leverage. Under
certain circumstances, the Tower Subsidiary may request that rates be fixed or
capped. For the years ended December 31, 1996 and 1997, the weighted average
interest rate of the Tower Credit Agreements was 8.75% and 7.54%,
respectively.

There was $67.5 million and $32.7 million available under the Tower Credit
Agreements at December 31, 1996 and 1997, respectively. The Tower Subsidiary
pays quarterly commitment fees ranging from .375% to .50%, based on ATS's
financial leverage and the aggregate unused portion of the aggregated
commitment. Commitment fees paid related to the Tower Credit Agreements
aggregated approximately $24,000 and $416,000 for the years ended December 31,
1996 and 1997, respectively.

The 1997 Tower Credit Agreement contains certain financial and operational
covenants and other restrictions with which the Tower Subsidiary must comply,
whether or not any borrowings are outstanding, including among others,
maintenance of certain financial ratios, limitations on acquisitions,
additional indebtedness and capital expenditures, as well as restrictions on
cash distributions unless certain financial tests are met, and the use of
borrowings. The obligations of ATS under the 1997 Tower Credit Agreement are
collateralized by a first priority security interest in substantially all of
the assets of ATSI. The Tower Subsidiary has pledged all of its stock to the
banks as security for ATS's obligations under the 1997 Tower Credit Agreement.
ATS is in the process of negotiating an amended and restated loan agreement
with its senior lenders, pursuant to which the existing maximum borrowing of
the Operating Subsidiaries would be increased from $400.0 million to $900.0
million, subject to compliance with certain financial ratios, and ATS would be
able to borrow an additional $150.0 million, subject to compliance with
certain less restrictive ratios. Borrowings under an amended loan agreement
would also be available to finance acquisitions. In connection with the
refinancing, the Company expects to recognize an extraordinary loss of
approximately $1.4 million, net of a tax benefit of $0.9 million, during the
second quarter of 1998.

Senior Subordinated Notes--In February 1996, the Company sold $175,000,000
of 9% Senior Subordinated Notes due 2006 (the Subordinated Notes) at a
discount of $1,419,000 to yield 9.125% (the Debt Offering). Proceeds to the
Company, net of underwriters' discount and associated costs, were
approximately $167.5 million.

A-52
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. LONG-TERM DEBT--(CONTINUED)

As of December 31, 1997, the Subordinated Notes aggregated approximately
$173,765,000 net of an unamortized discount of approximately $1,235,000.
Interest is payable semi-annually on February 1 and August 1 with the face
amount of the Subordinated Notes due on February 1, 2006. The Subordinated
Notes are redeemable at the option of the Company, in whole or in part at any
time on or after February 1, 2001 and prior to maturity, at the following
redemption prices (expressed as percentages of principal amount) plus accrued
and unpaid interest, if any, to but excluding the redemption date, if redeemed
during the 12 month period beginning February 1 of the years indicated: 2001--
104.5%; 2002--103.0%; 2003--101.5%; 2004 and thereafter--100.0%.
Notwithstanding the foregoing, at any time prior to February 1, 1999, the
Company may redeem up to $58.3 million principal amount of the Subordinated
Notes from the net proceeds of a public equity offering (as defined in the
Subordinated Notes indenture) at a redemption price equal to 109.0% of the
principal amount thereof plus accrued and unpaid interest, if any, to the
Redemption Date, provided that at least $116.7 million principal amount of the
Subordinated Notes remain outstanding immediately after the occurrence of any
such redemption. The Subordinated Notes are subordinate in right of payment to
the prior payment in full of all obligations under the 1997 Credit Agreement.
The Subordinated Notes contain certain covenants including, but not limited
to, limitations on sales of assets, dividend payments, future indebtedness and
issuance of preferred stock, and require an offer to purchase within 15 days
after the occurrence of a Change of Control (as defined) the outstanding
subordinated Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to the date of purchase. A
Change of Control will occur upon the consummation of the CBS Merger. Proceeds
from the Debt Offering and the equity offering discussed in Note 8, were used
to repay outstanding borrowings under the Credit Agreements.

As part of the EZ Merger, the Company assumed EZ's obligations with respect
to $150.0 million principal amount of the EZ 9.75% Senior Subordinated Notes
(the 9.75% Notes) and repaid all borrowings under the EZ credit facility with
borrowings from the 1997 Credit Agreement. As required by the closing of the
EZ Merger, the Company offered to repurchase the 9.75% Notes; such offer
commenced in April 1997 and expired in May 1997, with no such notes being
tendered for purchase. As of December 31, 1997, the 9.75% Notes aggregated
approximately $153,926,000 net of an unamortized premium of approximately
$3,926,000. Interest is payable semi-annually on June 1 and December 1 with
the face amount of the Subordinated Notes due on February 1, 2006. The 9.75%
Notes are redeemable at the option of the Company, in whole or in part at any
time on or after December 1, 2000 at a redemption price of 104.875% of the
principal amount, plus accrued and unpaid interest, if any, to the date of
redemption. The redemption price reduces over three years to a redemption
price of 100% of the principal amount in 2003 and thereafter. Notwithstanding
the foregoing, at any time prior to December 1, 1998, the Company may redeem
up to $50.0 million of the original aggregate principal amount of the 9.75%
Note with the net proceeds of one public offering of common stock at 109.75%
of the principal amount thereof, together with accrued and unpaid interest, if
any, to the date of redemption, as long as at least $100.0 million of the
original aggregate amount of the 9.75% Notes remain outstanding. The 9.75%
Notes are general unsecured obligations of the Company and rank pari passu in
right of payment to all obligations under the 1997 Credit Agreement. The 9.75%
Notes are guaranteed by the restricted subsidiaries as described in Note 16.
The 9.75% Notes contain certain covenants including, but not limited to,
limitations on sales of assets, dividend payments, future indebtedness and
issuance of preferred stock, and require an offer to purchase within 15 days
after the occurrence of a Change of Control (as defined) the outstanding 9.75%
Notes at a purchase price equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of the purchase.

Derivative Positions--Under the terms of the Credit Agreements, the Company
is required, under certain conditions, to enter into interest rate protection
agreements. At December 31, 1996, ARS maintained two swap agreements, expiring
in September 2000, under which the interest rate is fixed with respect to
$35.5 million of notional principal amount at approximately 7% and 10%. At
December 31, 1997, the Company maintained two swap agreements, one expiring in
March 2000, under which the interest rate is fixed with respect to $30.8
million

A-53
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. LONG-TERM DEBT--(CONTINUED)

of notional principal amount at approximately 6.3%, and one expiring in March
2002, under which the interest rate is fixed with respect to $9.0 million of
notional principal amount at approximately 6.8%. The Company maintained swap
agreements, expiring in September 2001, under which the interest rate is fixed
with respect to $35.5 million of notional principal amount at approximately
7.2% and 10.0%. The Company maintained a swap agreement, expiring in March
2002, under which the interest rate is fixed with respect to $37.0 million
notional principal amount from March 2000 up to September 2001 and $72.6
million notional principal amount thereafter at approximately 6.8%. The
Company also maintained a cap agreement, expiring in April 2000, under which
the interest rate is fixed with respect to $119.7 million of notional
principal amount at approximately 9.5%. The Company intends to enter into new
agreements, at least to the extent necessary to comply with the requirements
of the 1997 Credit Agreement (50% of the total variable interest rate
indebtedness of the Company must bear fixed interest). The Company's exposure
under these agreements is limited to the impact of variable interest rate
fluctuations and the periodic settlement of amounts due under these agreements
if the other parties fail to perform. (See Note 12).

Under the terms of the 1997 Tower Credit Agreement, ATSI is required, under
certain conditions, to enter into interest rate protection agreements. There
were no such agreements outstanding at December 31, 1996. As of December 31,
1997, ATSI maintained a swap agreement, expiring in January 2001, under which
the interest rate is fixed with respect to $7.3 million of notional principal
amount at approximately 6.4%. ATSI also maintained two cap agreements; one
expiring in July 2000, under which the interest rate is fixed with respect to
$21.6 million of notional principal amount at approximately 9.5%, and one
expiring in November 1999, under which the interest rate is fixed with respect
to $7.0 million of notional principal amount at approximately 8.5%. ATSI's
exposure under these agreements is limited to the impact of variable interest
rate fluctuations and the periodic settlement of amounts due under these
agreements if the other parties fail to perform.

Tower Note Payable--Other--A limited liability company, which is under
majority control of the Tower Subsidiary, has a note secured by the minority
shareholder's interest in the limited liability company. Interest rates under
this note are determined, at the option of the limited liability company, at
either the Floating Rate (as defined in the note agreement) or the Federal
Home Loan BankBoston rate plus 2.25%. As of December 31, 1996 and 1997, the
effective interest rate on borrowings under this note was 8.02%. The note is
payable in equal monthly principal payments with interest through 2006.

Other Obligations--In connection with various acquisitions, the Company has
assumed certain long-term obligations of the acquired entities. Substantially
all of these obligations were repaid during 1997, with the remaining unpaid
obligation payable in monthly installments through 2014. In 1997, the Company
also agreed to borrow $750,000 from a lessor to fund leasehold improvements.
The unsecured note is payable through 2012 and bears interest at an effective
rate of 10.0%.

Future principal payments required under the Company's long-term debt
arrangements at December 31, 1997 are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998............................................................ $ 450
1999............................................................ 271
2000............................................................ 260
2001............................................................ 169
2002............................................................ 183
Thereafter through 2015......................................... 922,821
--------
Total......................................................... $924,154
========
</TABLE>

A-54
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. LONG-TERM DEBT--(CONTINUED)

Extraordinary Losses--In 1995, the Company replaced its then existing credit
facility, and, in connection with repayment of borrowings under that facility,
recognized an extraordinary loss of $817,000, net of a tax benefit of
$614,000, representing the write-off of deferred financing fees for the old
facility. Following the closing of the 1997 Credit Agreement in January 1997
and repayment of amounts outstanding under the previous agreement, the Company
recognized an extraordinary loss of approximately $1.6 million, net of a tax
benefit of $1.0 million, representing the write-off of deferred financing fees
associated with the previous agreement.

Following the closing of the 1997 Tower Credit Agreement in October 1997,
the Tower Subsidiary incurred an extraordinary loss of approximately
$1,156,000 (approximately $694,000 net of the applicable income tax benefit)
representing the write-off of deferred financing fees associated with the
previous agreement.

4. COMMITMENTS AND CONTINGENCIES

Broadcast Rights--At December 31, 1997, the Company was committed to the
purchase of broadcast rights for various sports events, and other programming,
including on-air talent, aggregating approximately $42,120,000. This
programming is not yet available for broadcast. As of December 31, 1997,
aggregate payments related to these commitments during the next five years and
thereafter are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998............................................................. $13,822
1999............................................................. 12,809
2000............................................................. 10,795
2001............................................................. 4,634
2002............................................................. 60
-------
Total.......................................................... $42,120
=======
</TABLE>

Leases--The Company leases various offices, studios, and broadcast and other
equipment under operating leases that expire over various terms. Most leases
contain renewal options with specified increases in lease payments in the
event of renewal by the Company.

Future minimum rental payments required under non-cancelable operating
leases in effect at December 31, 1997 are approximately as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998............................................................. $10,472
1999............................................................. 9,622
2000............................................................. 8,809
2001............................................................. 6,763
2002............................................................. 5,692
Thereafter through 2041.......................................... 28,180
-------
Total.......................................................... $69,538
=======
</TABLE>

Aggregate rent expense under operating leases for the years ended December
31, 1995, 1996 and 1997 approximated $1,769,000, $4,374,000 and $9,695,000,
respectively.

The Company and the Tower Subsidiary obtain a portion of their revenues from
leasing tower and transmitting facilities and sub-carrier rights to other
broadcasters and communications companies under various

A-55
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

4. COMMITMENTS AND CONTINGENCIES--(CONTINUED)

operating leases. The Tower Subsidiary sub-leases rented space on
communications towers to its customers, under substantially the same terms and
conditions, including cancellation rights, as those found in its own lease
contracts. Most leases allow cancellation at will or under certain technical
circumstances. The leases expire over various terms and provide for renewal
options and increases in lease payments in the event such leases are renewed.

Future minimum lease revenues for non-cancelable operating leases in effect
at December 31, 1997 are approximately as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998............................................................ $ 22,261
1999............................................................ 17,908
2000............................................................ 15,418
2001............................................................ 12,875
2002............................................................ 8,435
Thereafter through 2022......................................... 28,545
--------
Total......................................................... $105,442
========
</TABLE>

Total rental revenues under these leases approximated $448,000, $676,000 and
$1,194,000 for the years ended December 31, 1995, 1996 and 1997, respectively.
Total rental revenues under the Company's sub-leases approximated $468,000 and
$978,000 for the years ended December 31, 1996 and 1997, respectively.

Audience Rating and Other Service and Employment Contracts--The Company has
entered into various non-cancelable audience rating and other service and
employment contracts that expire over the next five years. Most of these
audience rating and other service agreements are subject to escalation clauses
and may be renewed for successive periods ranging from one to five years on
terms similar to current agreements, except for specified increases in
payments. Management believes that, in the normal course of business, these
contracts will be renewed or replaced by similar contracts.

Future minimum payments required under these contracts at December 31, 1997
are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31:
------------------------
<S> <C>
1998................................................................ $ 8,086
1999................................................................ 6,971
2000................................................................ 4,527
2001................................................................ 2,298
2002................................................................ 1,289
Thereafter through 2012............................................. 3,808
-------
Total............................................................... $26,979
=======
</TABLE>

Total expense under these contracts for the years ended December 31, 1995,
1996 and 1997 approximated $2,426,000, $4,117,000 and $11,438,000,
respectively.

Acquisition Commitments--See Notes 10 and 11 for information with respect to
station acquisition and Tower Subsidiary acquisition commitments.

A-56
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

4. COMMITMENTS AND CONTINGENCIES--(CONTINUED)

Litigation--In the normal course of business, the Company is subject to
certain suits and other matters. Management believes that the eventual
resolution of any pending matters, either individually or in the aggregate,
will not have a material effect on the Company's financial position, results
of operations or liquidity.

5. RELATED-PARTY TRANSACTIONS

An individual, who is a stockholder of the Company and was a limited partner
and creditor of two of the Predecessor Entities, is a partner in a law firm
which represents the Company, and certain associates of this firm serve as
assistant secretaries to the Company. Legal fees and other expenses incurred
for services rendered by this firm to the Company approximated $772,000,
$2,038,000 and $1,969,000 for the years ended December 31, 1995, 1996 and
1997, respectively.

An affiliate of Chase Equity Associates (CEA), a stockholder of the Company,
is a co-syndication agent and an approximate 9%, participant under prior
credit agreements. A company director is also a general partner of CEA. For
the years ended December 31, 1995, 1996 and 1997, the stockholder affiliate's
share of interest and fees paid by the Company pursuant to the provisions of
the Credit Agreements were $1,688,500, $553,000 and $2,711,000, respectively.

See Notes 8 and 10 for other related-party transactions.

6. INCOME TAXES

The income tax provision (benefit) from continuing operations was comprised
of the following for the years ended December 31 (in thousands):

<TABLE>
<CAPTION>
1995 1996 1997
------ ------ -------
<S> <C> <C> <C>
Current:
Federal........................................... $1,851 $2,721 $ 3,030
State............................................. 612 799 738
Deferred:
Federal........................................... 4,023 905 (4,697)
State............................................. 343 157 (784)
Benefit from disposition of stock options (recorded
to additional paid-in capital)..................... 244 1,297
------ ------ -------
Income tax provision (benefit)...................... $6,829 $4,826 $ (416)
====== ====== =======
</TABLE>

A reconciliation between the U.S. statutory rate from continuing operations
and the effective rate is as follows for the years ended December 31:

<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Statutory tax rate......................................... 34% 34 % (34)%
State taxes, net of federal benefit........................ 6 6 (6)
Goodwill amortization...................................... 1 6 26
Amortization of intangibles................................ 1 5
Meals and entertainment.................................... 1 3 7
Valuation allowance........................................ (13)
Non-deductible merger costs................................ 10
Other--net................................................. 1 (2)
--- --- ---
Effective tax rate......................................... 43% 48 % (5)%
=== === ===
</TABLE>

A-57
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. INCOME TAXES--(CONTINUED)

Significant components of the Company's deferred tax assets and liabilities,
computed using currently enacted tax rates, are as follows at December 31 (in
thousands):

<TABLE>
<CAPTION>
1996 1997
-------- ---------
<S> <C> <C>
Current assets:
Allowances and accruals made for financial reporting
purposes which are currently nondeductible............. $ 3,370 $ 4,076
Net operating loss carry forward........................ 75
Net operating loss carry-back........................... 2,277
-------- ---------
Total current assets.................................. $ 3,370 $ 6,428
======== =========
Long-term items:
Assets:
Allowances made for financial reporting purposes which
are currently nondeductible.......................... $ 277 $ 2,868
Net operating loss carry-forwards..................... 1,010 717
Valuation allowance................................... (1,010)
Liabilities:
Property and equipment and intangible assets-
principally due to tax amortization methods for tax
purposes............................................. (33,482) (199,613)
-------- ---------
Net long-term deferred tax liabilities.................. $(33,205) $(196,028)
======== =========
</TABLE>

At December 31, 1997, the Company has net operating loss carry-forwards
available to reduce future taxable income of $2,260,000 for federal and state
purposes. These loss carry-forwards expire through 2009. During 1997, as a
result of increases in taxable income and certain tax planning strategies,
certain of these assets were realized and the entire valuation allowance of
$1,010,000 was removed.

7. REDEEMABLE STOCK

Activity related to the classes of redeemable stock for the year ended
December 31, 1995 is as follows (in thousands):

<TABLE>
<CAPTION>
SERIES C SERIES A
---------------- --------------
SHARES AMOUNT SHARES AMOUNT
------ -------- ------ -------
<S> <C> <C> <C> <C>
Balance, January 1, 1995...................... 1,714 $ 13,765 382 $ 3,432
Reclassification against additional paid-in
capital.................................... (382) (3,432)
Distributions accrued in kind............... 815
Distributions paid.......................... (2,580)
Conversion to Common Stock.................. (939)
Share redemption............................ (775) (12,000)
----- -------- ---- -------
Balance, December 31, 1995.................... 0 $ 0 0 $ 0
===== ======== ==== =======
</TABLE>

Senior Common Stock--Holders of the Senior Series C Common Stock (the Senior
Common Stock) were entitled to quarterly cash distributions (the Common Yield
Distributions) equal to 10% of the stock's initial "preferred distribution
amount", compounded on a daily basis.

A-58
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

7. REDEEMABLE STOCK--(CONTINUED)

Series A Common Stock--Repurchase Obligation to ESOP Stockholders--The
Company was obligated to repurchase shares of Class A Common Stock held by an
employee stock ownership plan (ESOP) of a Predecessor Entity. During 1995, the
Company repurchased at fair market value approximately 18,000 shares.

As a result of the Initial Public Offering, the Board of Directors of the
Company voted effective September 30, 1995 to amend the ESOP to eliminate the
right of beneficiaries to require the Company to purchase their shares.
Pursuant to this amendment, the Company reclassified the long-term portion of
its obligation of approximately $3.4 million to additional paid-in capital.
The Board of Directors also voted effective December 31, 1995 to terminate the
ESOP. During 1996, the Company applied for a favorable determination letter
from the IRS with respect to termination of the plan, which was received in
March 1997. The Company is in the process of terminating the ESOP.
Accordingly, the ESOP has distributed approximately 315,000 shares of Class A
Common Stock to participants through February 1998. Upon distribution of
approximately 13,000 remaining shares, the ESOP will be terminated.

Cumulative Exchangeable Preferred Stock: In January 1997, the Company
consummated a private offering of 2,000,000 shares of its 11 3/8% Cumulative
Exchangeable Preferred Stock (Exchangeable Preferred Stock) to a group of
qualified institutional investors. The Company utilized the net proceeds,
which approximated $192.1 million, to repay amounts outstanding under the 1997
Credit Agreement and to fund acquisitions. Shares of Exchangeable Preferred
Stock are exchangeable, at the Company's option, in whole but not in part, on
any dividend payment date commencing April 15, 1997 into the Company's 11 3/8%
Subordinated Exchange Debentures due 2009 (Exchange Debentures). As discussed
below, the Exchangeable Preferred Stock possesses mandatory redemption
features and is classified as such in the Company's consolidated financial
statements.

Dividends on the Exchangeable Preferred Stock are cumulative at an annual
rate of 11 3/8% (equivalent to $11.375 per share), accruing from the date of
original issuance (January 30, 1997) and are payable quarterly in arrears on
April 15, July 15, October 15, and January 15, commencing April 15, 1997. The
Company's ability to pay dividends is restricted under the terms of the
Subordinated Notes and is prohibited during the existence of a default under
the Company's 1997 Credit Agreement or the Subordinated Note Indenture. The
Company has the right, on or prior to January 15, 2002, to pay dividends
through the issuance of additional shares of Exchangeable Preferred Stock. The
Company met all tests and approximately 105,602 additional shares were issued
and $5,990,000 of accrued dividends were paid through December 31, 1997.

The Exchangeable Preferred Stock is redeemable at the option of the Company,
for cash at any time after January 15, 2002, initially at 105.688% of the
liquidation preference, declining ratably immediately after January 15, 2007,
plus accrued and unpaid dividends of the date of the redemption. In addition,
prior to January 15, 2000, the Company may, at its option, use the net cash
proceeds of an offering to redeem up to 35% of the outstanding Exchangeable
Preferred Stock at 111.375% of the liquidation preference, plus accumulated
and unpaid dividends to the date of redemption; provided that after any such
redemption, there must be at least $130.0 million aggregate liquidation
preference of the Exchangeable Preferred Stock outstanding. The Company is
required, subject to certain conditions, to redeem all Exchangeable Preferred
Stock outstanding on January 15, 2009, at a redemption price to 100% of the
liquidation preference, plus accumulated and unpaid dividends to the date of
redemption. Within 15 days after the occurrence of a Change in Control, the
Company, will be required, subject to certain conditions, to offer to purchase
all of the then outstanding shares at a price equal to 101% of the liquidation
preference, plus accumulated and unpaid dividends to the date of redemption. A
Change of Control will occur upon the consummation of the CBS Merger. During
the first quarter of 1998, the Company paid the holders of the Exchangeable
Preferred Stock consent fees aggregating $2.1 million in connection with
certain amendments to the holders' Exchangeable Preferred Stock agreements.

A-59
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. STOCKHOLDERS' EQUITY

Common Stock Classes--The Class A Common Stock and Class B Common Stock
entitle the holder to one and ten votes, respectively, per share. The Class C
Common Stock is nonvoting.

Convertible Exchangeable Preferred Stock Offering--The outstanding
Convertible Exchangeable Preferred Stock (Convertible Preferred Stock)
consists of 137,500 shares (2,750,000 Depositary Shares, each Depositary Share
represents ownership of one-twentieth of a share of Convertible Preferred
Stock). Proceeds to the Company of the sale of these shares in June 1996, net
of underwriters' discount and associated costs, were approximately $132.8
million. Proceeds from the offering were used to fund acquisitions. Shares of
Convertible Preferred Stock are convertible at the option of the holder at any
time, unless previously redeemed or exchanged, into shares of Class A Common
Stock, par value $.01 per share, of the Company at a conversion price of
$42.50 per share of Class A Common Stock (equivalent to a conversion rate of
1.1765 shares of Class A Common Stock per Depositary Share), subject to
adjustment in certain events.

The Convertible Preferred Stock is redeemable, in whole or in part, at the
option of the Company, for cash at any time after July 15, 1999, initially at
$1,049 per share ($52.45 per Depositary Share), declining ratably immediately
after July 15 of each year thereafter to a redemption price of $1,000 per
share ($50 per Depositary Share) after July 15, 2006, plus in each case
accrued and unpaid dividends. The Convertible Preferred Stock will be
exchangeable, subject to certain conditions, at the option of the Company, in
whole but not in part, on any dividend payment date commencing June 30, 1997
for the Company's 7% Convertible Subordinated Debentures due 2011 (the
Exchange Debentures) at a rate of $1,000 principal amount of Exchange
Debentures for each share of Convertible Preferred Stock ($50 principal amount
for each Depositary Share).

Dividends on the Convertible Preferred Stock are cumulative at an annual
rate of 7% (equivalent to $3.50 per Depositary Share), accruing from the date
of original issuance (June 25, 1996) and are payable quarterly in arrears on
March 31, June 30, September 30, and December 31, commencing September 30,
1996. The Company's ability to pay dividends is restricted under the terms of
the Subordinated Notes (see Note 3) and is prohibited during the existence of
a default under the Company's Credit Agreements or the Subordinated Notes. The
Company met all tests and approximately $9,625,000 of accrued dividends had
been paid through December 31, 1997.

Common Stock Offerings--In February 1996, the Company consummated an
offering of approximately 5,515,000 shares of Class A Common Stock at an
offering price of $27 per share, consisting of 4,000,000 shares initially sold
by the Company, approximately 1,013,000 shares sold by selling shareholders
and approximately 501,000 shares sold by the Company pursuant to the exercise
of the underwriters' over-allotment option. Proceeds to the Company, net of
underwriters' discount and associated costs, were approximately $114.5 million
and were utilized to repay existing debt and fund acquisitions.

In June 1995, the Company consummated an initial public offering of
5,500,000 shares of the Company's Class A Common Stock ($.01 par value) at a
price of $16.50 per share. The total shares issued pursuant to the Initial
Public Offering consisted of 4,270,000 shares initially sold by the Company,
730,000 shares by selling shareholders and an additional 500,000 shares sold
by the Company pursuant to the underwriters' over-allotment option. Proceeds
to the Company, net of underwriters' discount and associated costs, were
approximately $70.4 million. The Company used the proceeds of a liquidation
preference associated with the Company's Senior Common Stock ($14.6 million)
to reduce indebtedness under the then existing credit agreement ($54.0
million) and to repay certain stockholder notes ($1.0 million). The remaining
proceeds were used to fund current working capital needs.

A-60
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. STOCKHOLDERS' EQUITY--(CONTINUED)

Capital Deficiency Upon Combination--In connection with accounting for the
Combination, the Predecessor Entities' accumulated deficits or retained
earnings at formation in 1993 were carried forward into the Company in the
form of a capital deficiency account. The Company has reclassified the balance
of the capital deficiency upon combination against additional paid-in capital
in the accompanying financial statements.

ATS Stock Purchase Agreement--On January 22, 1998, the Tower Subsidiary
consummated the transactions contemplated by the stock purchase agreement (the
ATS Stock Purchase Agreement), dated as of January 8, 1998, with Steven B.
Dodge, Chairman of the Board, President and Chief Executive Officer of ARS and
ATS, and certain other officers and directors of ARS (or their affiliates or
family members or family trusts), pursuant to which those persons purchased
8.0 million shares of ATS Common Stock at a purchase price of $10.00 per share
for an aggregate purchase price of $80.0 million, including 4.0 million shares
by Mr. Dodge for $40.0 million. Payment of the purchase price was in the form
of cash aggregating approximately $30.6 million and in the form of notes
aggregating approximately $49.4 million due on the earlier of the consummation
of the Merger or, in the event the Merger Agreement is terminated, December
31, 2000. The notes bear interest at the six-month London Interbank Rate, from
time to time, plus 1.5% per annum, and are secured by shares of ARS Common
Stock having a fair market value of not less than 175% of the principal amount
of and accrued and unpaid interest on the note. The notes are prepayable at
any time at the option of the obligor and will be due and payable, at the
option of the Tower Subsidiary, in the event of certain defaults as described
in the notes.

ARS Stock Option Plan--ARS has a stock option plan which provides for the
granting of options to employees to acquire up to 3,000,000 shares of Class A
and B Common Stock. Exercise prices in the case of incentive stock options are
not less than the fair value of the underlying Class A Common Stock on the
date of grant. Exercise prices in the case of non-qualified stock options are
set at the discretion of the Board of Directors. Options vest ratably over
various periods, generally five years, commencing one year from the date of
grant.

The following table summarizes option activity:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
EXERCISE PRICES
OPTIONS PER SHARE
--------- ----------------
<S> <C> <C>
Outstanding as of December 31, 1993.............. 580,000 $ 6.38
Granted.......................................... 322,000 $ 7.79
Canceled......................................... (8,000) $ 6.38
Exercised........................................ (2,000) $ 6.38
--------- ------
Outstanding as of December 31, 1994.............. 892,000 $ 6.88
Granted.......................................... 362,000 $12.58
Canceled......................................... (4,800) $ 6.38
Exercised........................................ (1,200) $ 6.38
--------- ------
Outstanding as of December 31, 1995.............. 1,248,000 $ 8.54
Granted/issued(1)................................ 740,500 $29.40
Canceled(1)...................................... (260,600) $ 7.11
Exercised........................................ (28,800) $ 6.84
--------- ------
Outstanding as of December 31, 1996.............. 1,699,100 $14.56
Granted/issued................................... 593,000 $28.07
Issued in connection with EZ Merger.............. 362,239 $ 2.70
Canceled......................................... (5,000) $28.25
Exercised........................................ (96,261) $ 9.67
--------- ------
Outstanding as of December 31, 1997.............. 2,553,078 $15.55
========= ======
</TABLE>
- --------
(1) Includes 253,000 options which were canceled and reissued at the December
31, 1996 fair market value of $27.25.

A-61
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. STOCKHOLDERS' EQUITY--(CONTINUED)

Options exercisable:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
EXERCISE PRICES
PER SHARE
----------------
<S> <C> <C>
December 31, 1995.......................... 271,200 shares $6.61
December 31, 1996.......................... 520,800 shares $7.58
December 31, 1997.......................... 1,155,095 shares $7.91
</TABLE>

In February 1995, the Board granted options to employees to acquire 282,000
shares of Class B Common Stock with exercise prices below the fair market
value at the date of grant ($11.50 per share). In addition, the Board, in June
1995, granted options to an employee to acquire 10,000 shares of Class B
Common Stock at an exercise price below fair market value. Fair market value
at date of grant was determined based on advice from the Company's investment
banker. Unearned compensation with respect to these options aggregated
$473,000 and is being amortized over the period that the options vest (five
years). Amortization aggregating $82,000, $94,000 and $94,000 was recorded for
the years ended December 31, 1995, 1996 and 1997, respectively.

The following table sets forth information regarding ARS options outstanding
at December 31, 1997:

<TABLE>
<CAPTION>
WEIGHTED WEIGHTED WEIGHTED AVERAGE
RANGE OF NUMBER AVERAGE AVERAGE EXERCISE PRICE FOR
NUMBER EXERCISE PRICE CURRENTLY EXERCISE PRICE REMAINING CURRENTLY
OF OPTIONS PER SHARE EXERCISABLE PER SHARE LIFE EXERCISABLE
---------- -------------- ----------- -------------- --------- ------------------
<S> <C> <C> <C> <C> <C>
504,916 $6.38 403,933 $ 6.38 1.0 $ 6.38
315,200 $ 6.38-- 9.90 189,120 $ 7.80 1.6 $ 7.80
350,600 $ 9.88--23.75 140,240 $12.66 2.2 $12.66
465,700 $25.00--39.13 93,140 $26.16 3.5 $26.16
916,662 $ 1.39--38.81 328,662 $18.98 4.2 $ 2.73
--------- ------------- --------- ------ --- ------
2,553,078 $ 1.39--39.13 1,155,095 $15.55 2.8 $ 7.91
========= ============= ========= ====== === ======
</TABLE>

Tower Stock Option Plans--In November 1997, Tower instituted the 1997 Stock
Option Plan which provides for the granting of options to employees and
directors to acquire up to 10,000,000 shares of Tower Class A and Class B
Common Stock. The Plan is expected to be amended in connection with the ATC
Merger, described in Note 11, to limit future grants to Class A Common Stock.
No options were granted under this plan during 1997. In January 1998, Tower
granted 2,820,300 options at an exercise price of $10 per share to employees
and directors and subsequently granted 1,200,000 options at an exercise price
of $13 per share to employees of an acquired company. (See Note 10).

ATSI also has a stock option plan which provides for the granting of options
to employees to acquire up to 1,000,000 shares of the common stock of ATSI. In
addition, in connection with the Tower Separation approximately 800,000
options to purchase shares of ARS Common stock held by current and future
employees of Tower may be exchanged for Tower options. The ARS options will be
exchanged in a manner that will preserve the spread in such ARS options
between the option exercise price and the fair market value of ARS Common
Stock and the ratio of the spread to the exercise price prior to such
conversion.

Exercise prices in the case of incentive stock options are generally not
less than the fair value of the underlying common stock on the date of grant.
Exercise prices in the case of non-qualified stock options are set at the
discretion of the Board of Directors. Options vest ratably over various
periods, generally five years, commencing one year from the date of grant.
There have been no ATSI option grants at exercise prices different from fair
value.

A-62
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

8. STOCKHOLDERS' EQUITY--(CONTINUED)

The following table summarizes the ATSI option activity for the periods
presented:

<TABLE>
<CAPTION>
WEIGHTED
EXERCISE NUMBER AVERAGE
PRICE CURRENTLY REMAINING
OPTIONS PER SHARE EXERCISABLE LIFE (YEARS)
------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Granted during 1996 and out-
standing at December 31,
1996....................... 550,000 $5.00 160,000 8.71
Granted..................... 172,000 $7.50-$8.00 9.24
Cancelled................... (40,000) $5.00
------- ------- ----
Outstanding as of December
31, 1997................... 682,000 160,000 8.89
======= ======= ====
</TABLE>

As described in Note 1, the intrinsic value method is used to determine
compensation associated with stock option grants. No compensation cost has
been recognized to date for grants under the Plan.

Pro Forma Disclosure--As described in Note 1, the Company uses the intrinsic
value method to measure compensation expense associated with grants of stock
options or awards to employees. Had the Company used the fair value method to
measure compensation for grants under all plans made in 1995, 1996 and 1997,
reported basic income (loss) applicable to common stockholders and income
(loss) per share would have been $7,257,000 or $0.61 per share in 1995,
$(858,000) or $(0.04) per share in 1996, and $(44,272) or $(1.62) per share in
1997. Diluted income per share for 1995 would have been $.58 per share.

The "fair value" of each option grant is estimated on the date of grant
using using the Black/Scholes option pricing model. Key assumptions used to
apply this pricing model are as follows:

<TABLE>
<CAPTION>
1995 AND 1996 1997
------------- -------
<S> <C> <C>
Approximate risk-free interest rate.................. 6.0% 6.0%
Expected life of option grants....................... 5 years 5 years
Expected volatility of underlying stock.............. 35.0% 40.0%
</TABLE>

The estimated weighted average fair value of option grants made during 1995,
1996 and 1997 was $5.47, $11.88 and $7.32, respectively, per option.

Reserved Shares--The Company has reserved 1,400,000 shares of Class A Common
Stock and 1,600,000 shares of Class B Common Stock for issuance under ARS'
stock option plan (the Plan). The Tower Subsidiary has reserved sufficient
shares under the Tower stock option plans.

9. ACQUISITIONS AND DISPOSITIONS

General: The following acquisitions have been generally accounted for by the
purchase method of accounting, and, accordingly, the operating results of the
acquired entities, to the extent that a local marketing agreement (LMA) did
not exist, have been included in consolidated operating results since the date
of acquisition. Stations obtained by exchange of similar properties are
recorded at the carrying value of the station given as consideration. The
purchase price has been allocated to the assets acquired, principally
intangible assets, and the liabilities assumed based on their estimated fair
values at the dates of acquisition. The excess of purchase price over the
estimated fair value of the net assets acquired has been recorded as goodwill.
The financial statements reflect the preliminary allocation of certain
purchase prices as the appraisals for certain acquisitions have not yet been
finalized. The Company does not expect the final appraisals will have a
material effect on the financial position, results of operations or liquidity
of the Company.

1997 Station Acquisitions and Dispositions:

EZ Merger: On April 4, 1997, the Company consummated the merger of EZ into
the Company (the EZ Merger). Pursuant to the EZ Merger, the Company acquired
eighteen FM and six AM stations in eight markets:

A-63
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS AND DISPOSITIONS--(CONTINUED)

Seattle, St. Louis, Pittsburgh, Sacramento, Charlotte, Kansas City, New
Orleans and Philadelphia, assumed approximately $222.4 million of long-term
debt (of which approximately $72.7 was paid at closing), paid approximately
$108.9 million in cash and issued approximately 8,344,000 shares of Class A
Common Stock to the EZ stockholders valued at approximately $310.8 million
(excluding approximately 362,000 shares of common stock reserved for options
held by former employees of EZ valued at approximately $12.5 million). The
aggregate purchase price was approximately $830.0 million, including goodwill,
approximately $7.0 million in transaction costs, and assumed liabilities
(including deferred income taxes) of approximately $428.0 million. The EZ
Merger has been accounted for using an effective closing date of April 1,
1997, as the difference between actual and effective closing date on the
results of operations, liquidity and financial position was not material.

Austin: In March 1997, the Company acquired KAMX-FM, KKMJ-FM, and KJCE-AM
for approximately $28.7 million.

Baltimore: In February 1997, the Company acquired WWMX-FM and WOCT-FM for
approximately $90.0 million.

Boston/Worcester: In January 1997, the Company acquired WAAF-FM and WWTM-AM
for approximately $24.8 million. The Company began programming and marketing
the station pursuant to an LMA agreement in August 1996.

In July 1997, the Company acquired WNFT-AM for approximately $4.5 million.
The Company began programming and marketing the station pursuant to an LMA
agreement in June 1997.

Charlotte and Pittsburgh: In May 1997, the Company, as successor to EZ,
consummated an asset exchange agreement pursuant to which the Company
exchanged WIOQ-FM and WUSL-FM in Philadelphia for WRFX-FM, WPEG-FM, WBAV-FM,
WGIV-AM (formerly WBAV-AM) and WFNZ-AM serving Charlotte, and also consummated
an asset purchase agreement to acquire WNKS-FM serving Charlotte for
approximately $10.0 million.

In February 1997, EZ and the seller entered into a consent decree with the
U.S. Justice Department (the Charlotte Consent Decree). Pursuant to the
Charlotte Consent Decree, and in compliance with the FCC's multiple ownership
rules, EZ agreed to dispose of WRFX-FM, which was transferred to an
independent and insulated trustee upon consummation of the exchange. In August
1997, the Company consummated an asset exchange agreement pursuant to which it
exchanged WRFX-FM for WDSY-FM, serving Pittsburgh, and $20.0 million.

Cincinnati: In January 1997, the Company merged with an unaffiliated
corporation pursuant to which it became a party to an agreement to acquire
WGRR-FM, for approximately $30.5 million. Pursuant to such merger, the Company
issued 18,341 shares of Class A Common Stock valued at approximately $0.5
million. In May 1997, the Company consummated the acquisition of WGRR-FM.

Cincinnati and Rochester: In February 1997, the Company acquired WVOR-FM,
WPXY-FM, WHAM-AM and WHTK-AM for approximately $31.5 million including working
capital. In April 1997, the Company exchanged WVOR-FM, WHAM-AM and WHTK-AM
serving Rochester, together with $16.0 million, for WKRQ-FM serving
Cincinnati.

A-64
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS AND DISPOSITIONS--(CONTINUED)

Dayton: In February 1997, the Company acquired WXEG-FM for approximately
$3.6 million and acquired WLQT-FM and WBBT-FM (formerly WDOL-FM) for
approximately $12.0 million. (See Note 11).

Detroit, Philadelphia, Sacramento: In February 1997, the Company exchanged
WFLN-FM in Philadelphia for KSFM-FM and KMJI-AM serving Sacramento and sold
WQRS-FM in Detroit for approximately $20.0 million. The net assets were
classified as net assets under exchange agreement as of December 31, 1996. See
Sacramento below.

Fresno: In April 1997, the Company acquired KOOR-AM (formerly KOQO-AM) and
KOQO-FM for approximately $6.0 million.

Hartford: In November 1997, the Company acquired for a nominal amount the
New England Weather Service, based in Hartford, Connecticut pursuant to the
exercise of an option which the Company acquired for $1.0 million, in
connection with its acquisition of WTIC-AM and WTIC-FM in May 1996.

Lebanon: In October 1997, the Company acquired WYLX-FM (formerly WMMA-FM)
serving the Lebanon, Ohio market for approximately $3.0 million.

Omaha: In May 1997, the Company sold the assets of KGOR-FM, KFAB-AM and
Business Music Service Inc. for approximately $38.0 million.

Palm Springs: In December 1997, the Company acquired KEZN-FM for
approximately $5.1 million. The Company began programming and marketing the
station pursuant to an LMA agreement in October 1997.

Portsmouth: In September 1997, the Company acquired WQSO-FM (formerly WSRI-
FM), WZNN-AM, WMYF-AM and WEZR-FM for approximately $6.0 million. The Company
began programming and marketing the stations pursuant to an LMA agreement in
July 1997.

Rochester: In April 1997, the Company acquired WZNE-FM (formerly WAQB-FM), a
newly authorized Class A FM station for approximately $3.5 million.

In July 1997, the Company sold the assets of WCMF-AM for approximately $0.7
million.

Sacramento: In March 1997, the Company acquired KXOA-FM, KQPT-AM (formerly
KXOA-AM) and KZZO-FM (formerly KQPT-FM) for approximately $50.0 million. In
October 1996, the Company entered into an agreement to sell KXOA-FM for
approximately $27.5 million. After the expiration of the HSR Act waiting
period, the other party to the agreement began programming and marketing KXOA-
FM pursuant to an LMA in January 1997. As a condition to consummation of the
EZ merger, KXOA-FM was transferred to an independent and insulated trustee
(under a trust for the benefit of the Company) and was held by the trustee
subject to sale pursuant to the foregoing agreement. In June 1997, the trustee
sold KXOA-FM to the ultimate purchaser.

In April 1997, the Company sold KMJI-AM for approximately $1.5 million.

Sacramento and West Palm Beach: In March 1997, the Company consummated an
agreement to exchange KSTE-AM in Sacramento and $33.0 million in cash for
WEAT-FM, WEAT-AM and WOLL-FM serving West Palm Beach. (See Note 11).

San Jose: In February 1997, the Company acquired KBRG-FM (formerly KBAY-FM)
and KKSJ-AM for approximately $31.0 million. (See Note 11).

A-65
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS AND DISPOSITIONS--(CONTINUED)

In September 1997, the Company sold the assets of KKSJ-AM for approximately
$3.2 million. The acquirer began programming and marketing the stations
pursuant to an LMA agreement in June 1997.

Seattle and New Orleans: In April 1997, the Company exchanged WEZB-FM, WRNO-
FM and WBYU-AM, serving New Orleans, and $7.5 million for KBKS-FM (formerly
KCIN-FM) and KRPM-AM serving Seattle.

In June 1997, the Company sold the assets of KMPS-AM for approximately $1.8
million.

St. Louis: In July 1997, the Company sold the assets of KTRS-AM (formerly
KSD-AM) for approximately $10.0 million.

West Palm Beach: In October 1997, the Company sold the assets of WKGR-FM,
WOLL-FM, and WBZT-AM for approximately $29.0 million in cash and a tower site
which was transferred to the Tower Subsidiary.

1996 Station Acquisitions and Dispositions:

Baltimore: In October 1996, the Company acquired the assets of WBGR-AM for
approximately $2.8 million.

Buffalo: In August 1996, the Company acquired the assets of WSJZ-FM for
approximately $12.5 million. The Company had been programming and marketing
the station pursuant to an LMA beginning in April 1996.

Fresno: In December 1996, the Company acquired the assets of KNAX-FM and
KVSR-FM (formerly KRBT-FM) for approximately $11.0 million. The Company had
been programming and marketing the stations pursuant to an LMA beginning in
August 1996.

Fresno, Omaha, Portland and Sacramento: In July 1996, the Company
consummated the merger of Henry Broadcasting Company (HBC). Pursuant thereto,
the Company acquired KUFO-FM and KUPL-AM (formerly KBBT-AM) in Portland,
Oregon, KYMX-FM and KCTC-AM in Sacramento, California, KGOR-FM and KFAB-AM in
Omaha, and KSKS-FM, KKDJ-FM, and KMJ-AM in Fresno, California, for an
aggregate purchase price of approximately $110.4 million. As part of a related
transaction with the principal stockholder of HBC, the Company acquired
certain real estate used in the business of HBC for approximately $2.0 million
in cash and obtained a five-year option to acquire certain other real estate
for a purchase price of approximately $1.0 million.

Hartford: In May 1996, the Company acquired WTIC-AM and WTIC-FM for
approximately $39.0 million, including approximately $1.1 million of working
capital. The Company also paid $1.0 million for a two-year option to purchase
for $1.00 the New England Weather Service which was purchased in 1997.

In December 1996, the Company sold WNEZ-AM serving New Britain, Connecticut
for approximately $710,000, and a loss of approximately $140,000 was recorded
upon disposition.

Las Vegas: In October 1996, the Company acquired KMZQ-FM and KXTE-FM
(formerly KFBI-FM) for approximately $28.0 million. The Company had been
programming and marketing the stations pursuant to an LMA beginning in May
1996. As part of such transaction, the Company paid an additional $0.2 million
to acquire the seller's right (and obligation) to purchase KXNT-AM (formerly
KVEG-AM) for approximately $1.9 million which purchase, as noted below, was
consummated in September 1996.

In September 1996, the Company acquired the assets of KXNT-AM for
approximately $1.9 million. The Company had been programming and marketing the
station pursuant to an LMA beginning in May 1996.

A-66
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS AND DISPOSITIONS--(CONTINUED)

In July 1996, the Company acquired the assets of KMXB-FM (formerly KJMZ-FM)
for approximately $8.0 million. The Company had been programming and marketing
the station pursuant to an LMA beginning in May 1996.

In July 1996, the Company acquired the assets of KLUC-FM and KXNO-AM for
approximately $11.0 million.

Philadelphia and Detroit: In May 1996, the Company consummated the
transactions contemplated by a merger agreement with Marlin Broadcasting, Inc.
(Marlin). The Company acquired WFLN-FM in Philadelphia, Pennsylvania, WQRS-FM
in Detroit, Michigan and WTMI-FM in Miami, Florida for an aggregate purchase
price of approximately $58.5 million, together with the assumption of
approximately $9.0 million of long-term debt which was paid in full at
closing. The principal stockholder of Marlin immediately thereafter acquired
WTMI-FM from the Company for approximately $18.0 million in cash. Proceeds
from the sale of WTMI-FM were held in an escrow account pursuant to a like-
kind exchange agreement and were utilized to partially fund the Portland and
San Jose transaction discussed below. The Company retained certain
Philadelphia real estate and tower assets valued at approximately $1.5
million. In June 1996, the Company entered into an agreement with an
unaffiliated party pursuant to which it exchanged the assets of the
Philadelphia station for two stations in Sacramento and sold the Detroit
station for approximately $20.0 million in cash. This party began programming
the Philadelphia and Detroit stations under an LMA beginning in June 1996. The
net assets and liabilities of the Detroit and Philadelphia stations included
in this exchange agreement were carried on the consolidated balance sheet as
of December 31, 1996 as net assets held under exchange agreement.

Portland: In July 1996, the Company acquired the assets of KBBT-FM (formerly
KDBX-FM) for approximately $14.0 million.

Portland and San Jose: In August 1996, the Company acquired the assets of
KUPL-FM and KKJZ-FM in Portland, Oregon and KSJO-FM and KBAY-FM (formerly
KUFX-FM) in San Jose, California for approximately $103.0 million. (See Note
11).

Sacramento: In September 1996, the Company acquired the assets of KRRE-FM
(formerly KSSJ-FM) for approximately $14.0 million. The Company had been
programming and marketing the station pursuant to an LMA beginning in July
1996. (See Note 11).

In July 1996, the Company acquired the assets of KSTE-AM serving Rancho
Cordova, California for approximately $7.25 million. The Company began
programming and marketing the station pursuant to an LMA beginning in April
1996.

1997 Tower Acquisitions:

In December 1997, the Tower Subsidiary consummated the acquisition of a
tower site in northern California for approximately $2.0 million.

In October 1997, the Tower Subsidiary acquired two affiliated entities
operating approximately 110 tower sites and a tower site management business
located principally in northern California for approximately $45.0 million,
including assumed liabilities. In connection therewith, the Tower Subsidiary
had also agreed to loan approximately $1.4 million to the sellers on an
unsecured basis, of which approximately $0.26 million had been advanced and
was repaid at the closing.

A-67
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS AND DISPOSITIONS--(CONTINUED)

In October 1997, the Tower Subsidiary acquired tower sites and certain
video, voice and data transport operations for approximately $70.25 million.
The acquired business owned or leased approximately 128 towers, principally in
the Mid-Atlantic region, with the remainder in California and Texas.

In September 1997, the Tower Subsidiary acquired nine tower sites in
Massachusetts and Rhode Island for approximately $7.2 million and land in
Oklahoma for approximately $0.6 million.

In August 1997, the Tower Subsidiary acquired six tower sites in Connecticut
and Rhode Island for approximately $1.5 million.

In July 1997, the Tower Subsidiary acquired the following:

(i) the assets of three affiliated entities which owned and operated
towers and a tower site management business in southern California for an
aggregate purchase price of approximately $33.5 million;

(ii) the assets of one tower site in Washington, D.C. for approximately
$0.9 million;

(iii) the assets of six tower sites in Pennsylvania for approximately
$0.3 million and

(iv) the rights to build five tower sites in Maryland for approximately
$0.5 million.

In May 1997, the Tower Subsidiary acquired 21 tower sites and a tower site
management business in Georgia, North Carolina and South Carolina for
approximately $5.4 million. The agreement also provides for additional
payments by the Tower Subsidiary if the seller is able to arrange for the
purchase or management of tower sites presently owned by an unaffiliated
public utility in South Carolina, which payments could aggregate up to
approximately $1.2 million; management believes that it is unlikely that any
such arrangement will be entered into.

In May 1997, the Tower Subsidiary acquired the assets of two affiliated
companies engaged in the business of acquiring and developing tower sites in
various locations in the United States for approximately $13.0 million.

In May 1997, the Tower Subsidiary acquired three tower sites in
Massachusetts for approximately $0.26 million.

1996 Tower Acquisitions:

In February 1996, the Tower Subsidiary acquired Skyline Communications and
Skyline Antenna Management in exchange for an aggregate of 26,989 shares of
ARS Class A Common Stock, having a fair value of approximately $774,000, $2.2
million in cash, and the assumption of approximately $300,000 of long-term
debt which was paid at closing. Skyline Communication owned eight towers, six
of which are in West Virginia and the remaining two in northern Virginia.
Skyline Antenna Management managed more than 200 antenna sites, primarily in
the northeast region of the United States.

A-68
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. ACQUISITIONS AND DISPOSITIONS--(CONTINUED)

In April 1996, the Tower Subsidiary acquired BDS Communication, Inc. and
BRIDAN Communications Corporation for 257,495 shares of ARS Class A Common
Stock having a fair value of approximately $7.4 million and $1.9 million in
cash of which approximately $1.5 million was paid at closing. BDS
Communications owned three towers in Pennsylvania and BRIDAN Communications
managed or had sublease agreements on approximately forty tower sites located
throughout the mid-Atlantic region.

In July 1996, the Tower Subsidiary entered into a limited liability company
agreement with an unaffiliated party relating to the ownership and operation
of a tower site in Needham, Massachusetts, whereby the Tower Subsidiary
acquired a 50.1% interest in the company for approximately $3.8 million in
cash. The accounts of the limited liability company are included in the
consolidated financial statements with the other party's investment reflected
as minority interest in subsidiary.

In October 1996, the Tower Subsidiary acquired the assets of tower sites in
Hampton, Virginia and North Stonington, Connecticut for approximately $1.4
million and $1.0 million in cash, respectively.

Unaudited Pro Forma Information:

The following unaudited pro forma summary presents the consolidated results
of operations as if the acquisitions that occurred in 1996 and 1997,
respectively, had occurred as of January 1, 1996 and 1997 after giving effect
to certain adjustments, including depreciation and amortization of assets and
interest expense on any debt incurred to fund the acquisitions. These
unaudited pro forma results have been prepared for comparative purposes only
and do not purport to be indicative of what would have occurred had the
acquisitions been made as of January 1, 1996 and 1997 or of results which may
occur in the future.

<TABLE>
<CAPTION>
UNAUDITED
----------------------
YEARS ENDED DECEMBER
31
----------------------
1996 1997
---------- ----------
(IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C>
Net revenues........................................ $ 348,647 $ 433,209
Loss before extraordinary items..................... (28,524) (26,000)
Net loss............................................ (28,524) (28,333)
Net loss applicable to common stockholders.......... (33,497) (59,497)
Basic loss per common share......................... $ (1.16) $ (2.01)
</TABLE>

Pending station acquisitions are discussed in Notes 10 and 11.

10. OTHER TRANSACTIONS

Dayton and Kansas City: In January 1998, the Company consummated an
agreement to exchange WXEG-FM, WBTT-FM, WLQT-FM, WMMX-FM, WTUE-FM and WONE-AM
serving Dayton for WDAF-AM, KOZN-FM (formerly KYYS-FM), KMXV-FM and KUDL-FM
serving Kansas City. The Company began programming and marketing KYYS-FM and
KMXV-FM pursuant to an LMA agreement in September 1997.

Kansas City, Sacramento and St. Louis: In January 1998, the Company acquired
KLOU-FM in St. Louis in exchange for KUDL-FM and WDAF-AM in Kansas City and
approximately $7.0 million. The Company also consummated a related agreement
with the same party, pursuant to which the Company sold KCTC-AM serving
Sacramento for approximately $4.0 million.

A-69
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. OTHER TRANSACTIONS--(CONTINUED)

Riverside/San Bernardino and Sun City: In March 1998, the Company acquired
KFRG-FM, serving the Riverside/San Bernardino market, and KXFG-FM, serving Sun
City, California, for approximately $60.0 million. The Company began
programming and marketing the stations pursuant to an LMA agreement in August
1997.

Tower Subsidiary: In January 1998, the Tower Subsidiary consummated an
agreement to acquire all of the outstanding stock of Gearon & Co. Inc.
(Gearon), a company based in Atlanta, Georgia, for an aggregate purchase price
of approximately $80.0 million consisting of approximately $32.0 million in
cash and assumed liabilities and the issuance of approximately 5.3 million
shares of Tower Subsidiary Class A Common Stock valued at $9.00 per share.
Gearon is engaged in site acquisition, development, construction and facility
management of wireless network communication facilities on behalf of its
customers and at the time of acquisition owned or had under construction
approximately 40 tower sites. Following consummation, the Tower Subsidiary
granted options to acquire up to 1,200,000 shares of Class A Common Stock at
an exercise price of $13.00 per share to employees of Gearon.

In January 1998, the Tower Subsidiary consummated the acquisition of OPM-
USA-INC. (OPM), a company which owned approximately 90 towers at the time of
acquisition. OPM is in the process of developing an additional 160 towers that
are expected to be constructed during the next 12 to 18 months. The purchase
price, which is variable and based on the number of towers completed and the
forward cash flow of the completed OPM towers, could aggregate up to $105.0
million, of which approximately $21.3 million was paid at the closing. The
Tower Subsidiary had also agreed to provide the financing to OPM to enable it
to construct the 160 towers in an aggregate amount not to exceed $37.0 million
(less advances as of consummation aggregating approximately $5.8 million).

In January 1998, the Tower Subsidiary consummated the acquisition of a
communications site with six towers in Tucson, Arizona for approximately $12.0
million.

In January 1998, the Tower Subsidiary consummated the acquisition of a tower
near Palm Springs, California for approximately $0.75 million.

In February 1998, the Tower Subsidiary acquired 11 communications tower
sites in northern California for approximately $11.8 million.

Tower Separation: The Tower Separation will result in a taxable gain to ARS,
of which $20.0 million will be borne by ARS and the remaining obligation
(currently estimated at approximately $113.0 to 153.0 million) will be
required to be paid by ATS pursuant to provisions of the Merger Agreement.
This liability is expected to be paid with borrowings under ATS' loan
agreement or proceeds from equity financings and the timing of such payment is
dependent upon the timing of the consummation of the Merger Agreement. The
estimated Merger Tax Liability shown in the preceding sentence is based on an
assumed fair market value of the ATS Common Stock of approximately $16.00 per
share. Such estimated Merger Tax Liability would increase or decrease by
approximately $14.8 million for each $1.00 per share increase or decrease in
the fair market value of the ATS Common Stock.

A-70
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

10. OTHER TRANSACTIONS--(CONTINUED)

11. PENDING TRANSACTIONS

Portland, Sacramento, San Francisco and San Jose: In April 1997, the Company
entered into an asset exchange agreement pursuant to which it will acquire
KINK-FM, serving Portland, Oregon, KUFX-FM (formerly KBRG-FM), serving
Fremont/San Francisco, California, $2.0 million in a promissory note to ARS
due September 30, 1998, or at the time of certain earlier events, and 150,000
shares of common stock of Latin Communications, Inc., in exchange for KBRG-FM
(formerly KBAY-FM), serving San Jose, and KRRE-FM (formerly KSSJ-FM), serving
Sacramento. The agreement also provides for the exchange of KINK-FM for KBRG-
FM in the event regulatory approval for the exchange of KUFX-FM and KRRE-FM
cannot be obtained. The Justice Department approved the exchange of KRRE-FM
for KUFX-FM. The transaction is expected to be consummated in the second
quarter of 1998. The Company began programming and marketing KINK-FM and KUFX-
FM pursuant to an LMA agreement in January 1998. At the same time the
purchaser of KBRG-FM began programming and marketing KBRG-FM pursuant to an
LMA. (See Note 9).

San Jose and Monterey: In March 1997, the Company entered into a merger
agreement pursuant to which the Company will acquire the assets of KEZR-FM
serving San Jose, California and KLUE-FM serving Monterey, California in
exchange for approximately 723,000 shares of Class A Common Stock valued at
approximately $20.0 million and $4.0 million in cash. In June 1997, the
Company and the seller each received a Civil Investigative Demand from the
Antitrust Division of the Department of Justice requesting certain documentary
materials regarding the merger and the purchase, sale, or trade or other
transfer of radio stations in San Jose, California. Subject to the receipt of
FCC approval and resolution of the matters raised by the Antitrust Division
described above, the acquisition is expected to be consummated in the second
quarter of 1998. (See Note 9).

A-71
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

11. PENDING TRANSACTIONS--(CONTINUED)

Tower Subsidiary: In December 1997, the Tower Subsidiary entered into a
merger agreement with American Tower Corporation (ATC) pursuant to which ATC
will merge with and into ATS, which will be the surviving corporation.
Pursuant to the merger, ATS expects to issue an aggregate of approximately
31.1 million shares of ATS Class A common stock (including shares issuable
upon exercise of options to acquire ATC common stock which will become options
to acquire ATS Class A common stock). ATC is engaged in the business of
acquiring, developing, and leasing wireless communications sites to companies
using or providing cellular telephone, paging, microwave and specialized
mobile radio services and is located in 31 states primarily in the western,
eastern and southern United States. Consummation of the transaction is subject
to, among other things, the expiration or earlier termination of the HSR Act
waiting period, and is expected to occur in the spring of 1998.

In February 1998, the Tower Subsidiary entered into an agreement to acquire
a tower in Sacramento, California for approximately $1.2 million.

The Company is also pursuing the acquisitions of radio and tower properties
and tower businesses in new and existing locations, although there are no
definitive purchase agreements with respect thereto.

12. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments has been determined by the
Company using available market information and appropriate valuation
methodologies. However, considerable judgment is required in interpreting data
to develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company could
realize in a current market exchange. The fair value estimates presented
herein are based on pertinent information available to management as of
December 31, 1996 and 1997. Although management is not aware of any factors
that would significantly affect the estimated fair value amounts, such amounts
have not been comprehensively revalued for purposes of these financial
statements since that date, and current estimates of fair value may differ
significantly from the amounts presented herein. (See Note 1).

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments:

Cash, cash equivalents, accounts receivable, accounts payable, accrued
expenses and other short-term obligations--These carrying amounts approximate
fair value because of the short-term nature of these financial instruments.

A-72
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

12. FAIR VALUE OF FINANCIAL INSTRUMENTS--(CONTINUED)

Notes receivable--The fair value of notes receivable is estimated based on
discounted cash flows using current interest rates at which similar loans to
borrowers with similar credit ratings would be made or if the loan is
collateral dependent, management's estimate of the fair value of the
collateral. The carrying amount of these notes aggregated $69,920,000 and
$39,312,000 at December 31, 1996 and 1997, respectively, and approximate their
fair value.

Deposits on station purchases--The fair value is not practicable to
estimate.

Long-term debt--The fair values of long-term debt are estimated based on
current market rates and instruments with the same risk and maturities. The
fair value of long-term debt approximated the carrying value at December 31,
1996 and 1997.

Interest rate protection agreements--The fair values of these agreements are
obtained from dealer quotes. These values represent the estimated amount the
Company would receive or pay to terminate the agreements taking into
consideration the current interest rates. The Company would expect to pay the
fair value of these agreements of approximately $1.5 million and $2.7 million
as of December 31, 1996 and 1997, respectively. (See Note 3).

13. QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- --------- --------- ---------
IN THOUSANDS, EXCEPT PER SHARE DATA
<S> <C> <C> <C> <C>
1997
Net revenues.................... $ 54,237 $ 100,108 $ 106,167 $ 113,606
Operating income................ 2,220 18,556 15,929 18,328
Net income (loss) before ex-
traordinary item............... (2,725) 2,421 (324) (7,021)
Net income (loss) before divi-
dends.......................... (4,364) 2,421 (324) (7,715)
Basic and diluted loss per share
before extraordinary loss-
es(1)(2)....................... $ (.42) $ (.20) $ (.30) $ (.52)
1996
Net revenues.................... $ 23,315 $ 37,777 $ 52,490 $ 64,437
Operating income................ 1,793 6,757 7,403 11,078
Net income (loss) before divi-
dends.......................... (456) 2,210 934 2,447
Basic income (loss) per
share(1)(2).................... $ (.03) $ .11 $ (.07) $ .00
Diluted income (loss) per
share(1)(2).................... $ (.03) $ .10 $ (.07) $ .00
</TABLE>
- --------
(1) The sum of the quarter's earnings per share does not equal the year-to-
date earnings per share due to changes in average share calculations. (See
Note 1).
(2) Income (loss) per share has been retroactively restated to conform to FAS
128. (See Note 1).

A-73
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES

The Company's payment obligations under the 9.00% Senior Subordinated Notes
(9.00% Notes) and the 9.75% Notes are fully and unconditionally guaranteed on
a joint and several basis (collectively, the Subsidiary Guarantees), on a
senior basis (in the case of the 9.75% Notes) and a senior subordinated basis
(in the case of the 9.00% Notes) by all of its present and any future
Restricted Subsidiaries (collectively, Restricted Guarantors). The Restricted
Subsidiaries have also unconditionally guaranteed, and any future Restricted
Subsidiaries will be required to guarantee, on a joint and several basis
(collectively, the Senior Subsidiary Guarantees), all obligations of the
Company under the 1997 Credit Agreement. The Tower Subsidiary has not
guaranteed obligations under the Credit Agreements or either series of the
Senior Subordinated Notes.

The 9.00% Notes and the Subsidiary Guarantees are subordinated to all Senior
Debt (as defined) of the Company including indebtedness under the 1997 Credit
Agreement and the Senior Subsidiary Guarantees and 9.75% Notes related
guarantees. The indenture governing each series of the Senior Subordinated
Notes contains limitations on the amount of indebtedness (including Senior
Debt) which the Company may incur.

With the intent that the Subsidiary Guarantees not constitute fraudulent
transfers or conveyances under applicable state or federal law, the obligation
of each guarantor under its Subsidiary Guarantee is also limited to the
maximum amount as will, after giving effect to any rights to contribution of
such guarantor pursuant to any agreement providing for an equitable
contribution among such guarantor and other affiliates of the Company of
payments made by guarantees by such parties, result in the obligations of such
guarantor in respect of such maximum amount not constituting a fraudulent
conveyance.

The following condensed consolidating financial data illustrates the
composition of the combined guarantors. The Company believes that separate
complete financial statements of the respective guarantors would not provide
additional material information which would be useful in assessing the
financial composition of the guarantors. No single guarantor has any
significant legal restrictions on the ability of investors or creditors to
obtain access to its assets in event of default on the Subsidiary Guarantee,
other than in the case of the 9.00% Notes or its subordination to Senior Debt
described above.

Investments in subsidiaries are accounted for by the parent on the equity
method for purposes of the unaudited supplemental consolidating presentation.
Earnings (losses) of subsidiaries are therefore reflected in the parent's
investment accounts and earnings. The principal elimination entries eliminate
investments in subsidiaries and intercompany balances and transactions.

For purposes of FAS No. 14, "Financial Reporting for Segments of a Business
Enterprise," the Company's radio segment consists of the Parent, its Divisions
and the Guarantor Subsidiaries. The Company's tower segment consists of the
Non-Guarantor Subsidiary.

A-74
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

CURRENT ASSETS:
Cash and cash
equivalents.......... $ 10,470 $ 1,578 $ 4,595 $ 16,643
Accounts receivable,
net.................. 52,130 35,099 3,239 90,468
Prepaid expenses and
other assets......... 5,615 998 790 7,403
Deferred income
taxes................ 4,006 2,359 63 6,428
---------- ---------- -------- ----------- ----------
Total current
assets............. 72,221 40,034 8,687 120,942
PROPERTY AND EQUIPMENT,
NET: 86,054 46,517 117,618 250,189
OTHER ASSETS:
Restricted cash....... 22,141 22,141
Investment in and
advances to
subsidiaries......... 1,164,380 $(1,164,380) 0
Investment notes
receivable........... 25,497 615 10,700 36,812
Goodwill--net......... 333,002 20,895 353,897
FCC licenses--net..... 1 1,112,272 1,112,273
Other intangible
assets--net.......... 28,301 2,159 8,424 38,884
Unallocated purchase
price--net........... 108,192 108,192
Deposits and other
long-term assets..... 9,140 1,735 10,875
---------- ---------- -------- ----------- ----------
Total other assets.. 1,582,462 1,135,941 129,051 (1,164,380) 1,683,074
---------- ---------- -------- ----------- ----------
TOTAL................... $1,740,737 $1,222,492 $255,356 $(1,164,380) $2,054,205
========== ========== ======== =========== ==========
</TABLE>

A-75
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

CURRENT LIABILITIES:
Current maturities of
long-term debt....... $ 340 $ 110 $ 450
Accounts payable and
accrued expenses..... 11,729 $ 25,403 10,896 48,028
---------- ---------- -------- ----------- ----------
Total current
liabilities........ 12,069 25,403 11,006 48,478
NON-CURRENT LIABILITIES:
Deferred income
taxes................ 9,740 185,870 418 196,028
Other long-term
liabilities.......... 8,875 46 33 8,954
Long-term debt........ 833,638 90,066 923,704
---------- ---------- -------- ----------- ----------
Total non-current
liabilities........ 852,253 185,916 90,517 1,128,686
MINORITY INTEREST IN
SUBSIDIARIES........... 626 626
REDEEMABLE PREFERRED
STOCK.................. 215,550 215,550
STOCKHOLDERS' EQUITY:
Preferred stock....... 1 1
Common stock.......... 295 356 (356) 295
Additional paid-in
capital.............. 671,211 1,002,769 155,711 $(1,158,480) 671,211
Unearned
compensation......... (202) (202)
Retained earnings
(accumulated
deficit)............. (9,982) 8,404 (2,860) (5,544) (9,982)
Treasury stock........ (458) (458)
---------- ---------- -------- ----------- ----------
Total stockholders'
equity............. 660,865 1,011,173 153,207 (1,164,380) 660,865
---------- ---------- -------- ----------- ----------
TOTAL................... $1,740,737 $1,222,492 $255,356 $(1,164,380) $2,054,205
========== ========== ======== =========== ==========
</TABLE>

A-76
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PARENT AND GUARANTOR NON-GUARANTOR CONSOLIDATED
ITS DIVISIONS SUBSIDIARIES SUBSIDIARY(A) ELIMINATIONS TOTALS
------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net broadcast revenues.. $231,438 $125,582 $ (22) $356,998
Tower revenues.......... $17,508 (388) 17,120
License fees charged to
Parent................. (17,320) 17,320 0
-------- -------- ------- ------- --------
Total net revenues...... 214,118 142,902 17,508 (410) 374,118
Operating expenses ex-
cluding depreciation
and amortization, net
local marketing agree-
ment and corporate gen-
eral and administrative
expenses............... 156,524 75,473 8,713 1,126 241,836
Net local marketing
agreement expense...... 1,590 724 2,314
Depreciation and amorti-
zation................. 17,924 40,493 6,326 64,743
Merger expenses......... 1,985 1,985
Corporate general and
administrative......... 8,207 1,536 (1,536) 8,207
-------- -------- ------- ------- --------
Operating income
(loss)................. 27,888 26,212 933 0 55,033
Other income (expense):
Interest expense...... (56,710) (3,039) (59,749)
Interest income and
other, net........... 2,114 250 2,364
Gains (losses) on sale
of assets and other,
net.................. (5,519) (1) (193) (5,713)
Equity in income
(loss) of
subsidiaries......... 5,526 (5,526) 0
-------- -------- ------- ------- --------
Income (loss) before in-
come taxes............. (26,701) 26,211 (2,049) (5,526) (8,065)
Income tax provision
(benefit).............. (18,358) 18,415 (473) (416)
-------- -------- ------- ------- --------
Income (loss) before ex-
traordinary item....... (8,343) 7,796 (1,576) (5,526) (7,649)
Extraordinary loss on
extinguishment of
debt--net of tax bene-
fit.................... (1,639) (694) (2,333)
-------- -------- ------- ------- --------
Net income (loss)....... $ (9,982) $ 7,796 $(2,270) $(5,526) $ (9,982)
======== ======== ======= ======= ========
</TABLE>

A-77
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PARENT AND GUARANTOR NON-GUARANTOR CONSOLIDATED
ITS DIVISIONS SUBSIDIARIES SUBSIDIARY ELIMINATIONS TOTALS
------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows provided by
operating activities... $ (13,257) $46,930 $ 9,635 $ 43,308
Investing Activities:
Payments for purchase
of property, equip-
ment and intangible
assets............... (22,664) (23,066) (45,730)
Proceeds from asset
and radio station
sales................ 86,551 86,551
Repayment of invest-
ment note receiv-
ables................ 1,243 1,243
Payments for purchase
of tower properties.. (181,333) (181,333)
Payments for purchase
of radio stations.... (500,824) (500,824)
Payments for invest-
ment notes receivable
and related intangi-
ble assets........... (410) (10,961) (11,371)
Deposits and other
long-term assets..... 7,537 (1,146) 6,391
--------- ------- --------- ---- ---------
Cash flows used for in-
vesting activities..... (428,567) (216,506) (645,073)
--------- ------- --------- ---- ---------
Financing Activities:
Borrowings under the
Credit Agreements.... 639,500 151,000 790,500
Repayments under the
Credit Agreements.... (286,000) (65,000) (351,000)
Borrowing under other
obligations.......... 750 750
Repayments under other
obligations.......... (868) (359) (1,227)
Additions to deferred
financing costs...... (5,642) (2,553) (8,195)
Dividends paid........ (15,613) (15,613)
Net proceeds from eq-
uity offerings and
options.............. 193,165 193,165
Distributions to mi-
nority interest...... (419) (419)
Investment in and ad-
vances to subsidiar-
ies.................. (81,072) (45,352) 126,424
--------- ------- --------- ---- ---------
Cash flows from financ-
ing activities......... 444,220 (45,352) 209,093 607,961
--------- ------- --------- ---- ---------
Increase in cash and
cash equivalents....... 2,396 1,578 2,222 6,196
Cash and cash equiva-
lents, beginning of
year................... 8,074 2,373 10,447
--------- ------- --------- ---- ---------
Cash and cash equiva-
lents, end of year..... $ 10,470 $ 1,578 $ 4,595 $ 0 $ 16,643
========= ======= ========= ==== =========
</TABLE>

A-78
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
NON-
PARENT AND GUARANTOR GUARANTOR CONSOLIDATED
ITS DIVISIONS SUBSIDIARIES SUBSIDIARY ELIMINATIONS TOTALS
------------- ------------ ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash
equivalents.......... $ 8,074 $ 2,373 $ 10,447
Accounts receivable,
net.................. 49,565 $ 2,095 237 51,897
Prepaid expenses and
other assets......... 3,509 14 80 3,603
Deferred income
taxes................ 3,202 168 3,370
-------- -------- ------- --------- --------
Total current
assets............. 64,350 2,277 2,690 69,317
PROPERTY AND EQUIPMENT,
NET.................... 67,267 3,271 19,709 90,247
OTHER ASSETS:
Investment in and
advances to
subsidiaries......... 314,983 $(314,983) 0
Investment notes
receivable........... 69,920 69,920
Goodwill--net......... 201,208 20,457 11,243 232,908
FCC licenses--net..... 233,558 233,558
Other intangible
assets--net.......... 23,419 327 3,048 26,794
Deposits and other
long-term assets..... 25,589 48 427 26,064
Net assets held under
exchange agreement... 47,495 47,495
-------- -------- ------- --------- --------
Total other assets.. 635,119 301,885 14,718 (314,983) 636,739
-------- -------- ------- --------- --------
TOTAL................... $766,736 $307,433 $37,117 $(314,983) $796,303
======== ======== ======= ========= ========
</TABLE>

A-79
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PARENT AND GUARANTOR NON-GUARANTOR CONSOLIDATED
ITS DIVISIONS SUBSIDIARIES SUBSIDIARY ELIMINATIONS TOTALS
------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of
long-term debt....... $ 444 $ 117 $ 561
Accounts payable and
accrued expenses..... 31,087 $ 656 2,027 33,770
-------- -------- ------- --------- --------
Total current lia-
bilities........... 31,531 656 2,144 34,331
NON-CURRENT LIABILITIES
Deferred income tax-
es................... 11,405 21,521 279 33,205
Other long-term lia-
bilities............. 2,129 20 2,149
Long-term debt........ 325,693 4,418 330,111
-------- -------- ------- --------- --------
Total non-current
liabilities........ 339,227 21,521 4,717 365,465
MINORITY INTEREST IN
SUBSIDIARIES........... (185) 529 344
STOCKHOLDERS' EQUITY:
Preferred stock....... 1 1
Common stock.......... 211 500 $ (500) 211
Additional paid-in
capital.............. 390,731 284,649 29,817 (314,466) 390,731
Unearned compensa-
tion................. (297) (297)
Retained earnings..... 5,955 607 (590) (17) 5,955
Treasury stock........ (438) (438)
-------- -------- ------- --------- --------
Total stockholders'
equity............. 396,163 285,256 29,727 (314,983) 396,163
-------- -------- ------- --------- --------
TOTAL................... $766,736 $307,433 $37,117 $(314,983) $796,303
======== ======== ======= ========= ========
</TABLE>

A-80
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PARENT AND GUARANTOR NON-GUARANTOR CONSOLIDATED
ITS DIVISIONS SUBSIDIARIES SUBSIDIARY(A) ELIMINATIONS TOTALS
------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net broadcast revenues.. $170,322 $4,252 $174,574
Tower revenues.......... 618 $2,897 $ (70) 3,445
License fees charged to
Parent................. (7,655) 7,655 0
-------- ------ ------ ----- --------
Total net revenues...... 163,285 11,907 2,897 (70) 178,019
Operating expenses ex-
cluding depreciation
and amortization, net
local marketing
agreement and corpo-
rate general and ad-
ministrative ex-
penses............... 115,219 2,662 1,363 760 120,004
Net local marketing
agreement expense.... 10,461 (2,333) 8,128
Depreciation and amor-
tization............. 9,873 6,947 990 17,810
Corporate general and
administrative....... 5,046 830 (830) 5,046
-------- ------ ------ ----- --------
Operating income
(loss)................. 22,686 4,631 (286) 0 27,031
Other income (expense):
Interest expense...... (22,287) (22,287)
Interest income and
other, net........... 5,489 36 5,525
Gains (losses) on sale
of assets and other,
net.................. (123) (185) (308)
Equity in income
(loss) of subsidiar-
ies.................. 127 (127) 0
-------- ------ ------ ----- --------
Income (loss) before in-
come taxes............. 5,892 4,631 (435) (127) 9,961
Income tax provision.. 757 4,024 45 4,826
-------- ------ ------ ----- --------
Net income (loss)....... $ 5,135 $ 607 $ (480) $(127) $ 5,135
======== ====== ====== ===== ========
</TABLE>

A-81
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 1996
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PARENT AND GUARANTOR NON-GUARANTOR CONSOLIDATED
ITS DIVISIONS SUBSIDIARIES SUBSIDIARY ELIMINATIONS TOTALS
------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows provided by
operating activities... $ 8,138 $ 5,292 $ 2,229 $ 15,659
Investing Activities:
Payments for purchase
of property, equip-
ment and intangible
assets............... (15,782) (9,327) (25,109)
Proceeds from asset
and radio station
sales................ 1,087 1,087
Repayment of invest-
ment notes receiv-
able................. 1,350 1,350
Payments for purchase
of tower properties.. (9,797) (9,797)
Payments for purchase
of radio stations.... (312,591) (312,591)
Payments for invest-
ment notes receivable
and related intangi-
ble assets........... (56,522) (56,522)
Deposits and other
long-term assets..... (20,303) (20,303)
--------- ------- -------- --- ---------
Cash flows used for in-
vesting activities..... (402,761) (19,124) (421,885)
--------- ------- -------- --- ---------
Financing Activities:
Borrowings under the
Credit Agreements.... 151,500 2,500 154,000
Repayments under the
Credit Agreements.... (151,500) (151,500)
Repayments under other
obligations.......... (403) (51) (454)
Net proceeds from debt
offering--net of dis-
count................ 173,581 173,581
Additions to deferred
financing costs...... (5,344) (5,344)
Dividends paid........ (4,973) (4,973)
Net proceeds from eq-
uity offerings and
options.............. 247,474 247,474
Investment in and ad-
vances to subsidiar-
ies.................. (11,515) (5,292) 16,807 0
--------- ------- -------- --- ---------
Cash flows from financ-
ing activities......... 398,820 (5,292) 19,256 412,784
--------- ------- -------- --- ---------
Increase in cash and
cash equivalents....... 4,197 2,361 6,558
Cash and cash equiva-
lents, begin-
ning of year........... 3,877 12 3,889
--------- ------- -------- --- ---------
Cash and cash equiva-
lents, end of year..... $ 8,074 $ 0 $ 2,373 $ 0 $ 10,447
========= ======= ======== === =========
</TABLE>

A-82
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PARENT AND GUARANTOR NON-GUARANTOR CONSOLIDATED
ITS DIVISIONS SUBSIDIARY SUBSIDIARY ELIMINATIONS TOTALS
------------- ---------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net broadcast revenues.. $ 97,609 $ 97,609
Tower revenues.......... $ 163 163
License fees charged to
Parent................. (484) $484 0
-------- ---- ----- ---- --------
Total net revenues...... 97,125 484 163 97,772
Operating expenses ex-
cluding depreciation
and amortization, net
local marketing
agreement and corpo-
rate general and ad-
ministrative ex-
penses............... 66,148 10 60 230 66,448
Net local marketing
agreement expense.... 600 600
Depreciation and amor-
tization............. 11,833 474 57 12,364
Corporate general and
administrative....... 3,908 230 (230) 3,908
-------- ---- ----- ---- --------
Operating income
(loss)................. 14,636 0 (184) 14,452
Other income (expense):
Interest expense...... (12,497) (12,497)
Interest income and
other, net........... 2,435 2,435
Gains on sale of as-
sets and other, net.. 11,544 11,544
Equity in (loss) of
subsidiaries......... (110) $110 0
-------- ---- ----- ---- --------
Income (loss) before ex-
traordinary item and
income taxes........... 16,008 (184) 110 15,934
Income tax (provision)
benefit................ (6,903) 74 (6,829)
-------- ---- ----- ---- --------
Income (loss) before ex-
traordinary item....... 9,105 (110) 110 9,105
Extraordinary loss on
extinguishment of
debt................... (817) (817)
-------- ---- ----- ---- --------
Net income (loss)....... $ 8,288 $ 0 $(110) $110 $ 8,288
======== ==== ===== ==== ========
</TABLE>

A-83
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

14. SUBSIDIARY GUARANTEES--(CONTINUED)

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PARENT AND GUARANTOR NON-GUARANTOR CONSOLIDATED
ITS DIVISIONS SUBSIDIARY SUBSIDIARY ELIMINATIONS TOTALS
------------- ---------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Cash flows provided by
operating activities... $ 9,577 $ 147 $ 9,724
--- ---
Investing Activities:
Payments for purchase
of property, equip-
ment and intangible
assets............... (5,926) (5,926)
Proceeds from asset
and radio station
sales................ 15,302 15,302
Payments for purchase
of tower properties.. (3,218) (4,082) (7,300)
Payments for purchase
of radio stations.... (31,013) (31,013)
Payment for investment
notes receivable and
related intangible
assets............... (48,597) (48,597)
Repayments of invest-
ment notes receiv-
able................. 3,000 3,000
Deposits and other
long-term assets..... (6,649) (6,649)
--------- --- ------- --- ---------
Cash flows used for in-
vesting activities..... (77,101) (4,082) (81,183)
--------- --- ------- --- ---------
Financing Activities
Borrowings under the
Credit Agreements.... 225,000 225,000
Repayments under the
Credit Agreements.... (202,500) (202,500)
Repayments under other
obligations.......... (1,288) (1,288)
Additions to deferred
financing costs...... (3,896) (3,896)
Redemption of Series C
Common Stock......... (14,580) (14,580)
Purchase of treasury
stock................ (438) (438)
Net proceeds from eq-
uity offering and ex-
ercise of options.... 69,882 69,882
Investment in and ad-
vances to subsidiar-
ies.................. (3,947) 3,947 0
--------- --- ------- --- ---------
Cash flows from financ-
ing activities......... 68,233 3,947 72,180
--------- --- ------- --- ---------
Increase in cash and
cash equivalents....... 709 12 721
Cash and cash equiva-
lents, beginning of
year................... 3,168 3,168
--------- --- ------- --- ---------
Cash and cash equiva-
lents, end of year..... $ 3,877 $ 0 $ 12 $ 0 $ 3,889
========= === ======= === =========
</TABLE>

A-84
<PAGE>

AMERICAN RADIO SYSTEMS CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C--ADDITIONS COLUMN D COLUMN E
-------- -------- ------------------- -------- --------
BALANCE AT CHARGED TO COSTS CHARGED TO OTHER BALANCE AT END OF
DESCRIPTION BEGINNING OF PERIOD AND EXPENSES ACCOUNTS(1) DEDUCTIONS(2) PERIOD
----------- ------------------- ---------------- ---------------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
Allowance for Doubt-
ful Accounts
1995.................. $1,503 $1,387 $ 0 $ 358 $2,532
====== ====== ==== ====== ======
1996.................. $2,532 $2,977 $ 0 $ 949 $4,560
====== ====== ==== ====== ======
1997.................. $4,560 $5,050 $983 $2,890 $7,703
====== ====== ==== ====== ======
Note Receivable
Valuation Allowance
1995.................. $ 500 $ 0 $ 0 $ 0 $ 500
====== ====== ==== ====== ======
1996.................. $ 500 $ 0 $ 0 $ 0 $ 500
====== ====== ==== ====== ======
1997.................. $ 500 $6,750 $ 0 $ 500 $6,750
====== ====== ==== ====== ======
</TABLE>
- --------
(1) Account balances as a result of station acquisitions & dispositions
(2) Uncollectible accounts written off, net of recoveries

A-85
<PAGE>

INDEX TO EXHIBITS

Listed below are the exhibits which are filed as part of this Form 10-K
(according to the number assigned to them in Item 601 of Regulation S-K). Each
exhibit marked by a (*) is incorporated by reference to American's Definitive
Proxy filed on February 17, 1998. See Form S-4 Registration Statement of
American Tower Systems Corporation (File No. 333-46025) as declared effective
by the Securities and Exchange Commission on February 17, 1998. Exhibit
numbers in parenthesis refer to the exhibit number in the Definitive Proxy.

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT EXHIBIT FILE NO.
----------- ----------------------- ----------------
<C> <S> <C>
2.1 Agreement and Plan of Merger, dated
as of November 21, 1997, by and
among American Tower Systems
Corporation (ATS), American Tower
Systems, Inc., a Delaware
corporation (ATSI), Gearon & Co.,
Inc., a Georgia corporation (Gearon)
and J. Michael Gearon, Jr. (the
Gearon Stockholder)................. Incorporated herein by
reference to Exhibit 2.2
from the Form 8-K filed on
December 23, 1997.
2.2 Amendment No. 1 to Agreement and
Plan of Merger, dated as of January
22, 1998, among ATS, American Tower
Systems (Delaware), Inc., a Delaware
corporation (formerly known as
American Tower Systems, Inc.),
Gearon and the Gearon Stockholder... (*2.2)
2.3 Agreement and Plan of Merger, dated
as of December 12, 1997, by and
among ATS and American Tower
Corporation, a Delaware
corporation......................... Incorporated herein by
reference to Exhibit 2.1
from the Form 8-K filed on
December 23, 1997.
10.1 Asset Purchase Agreement, dated as
of October 4, 1997, by and between
ATSI and Tucson Communications
Company, L.P, a California limited
partnership......................... Incorporated herein by
reference to Exhibit 10.1
from the Form 10-Q on
November 14, 1997.
10.2 Amended and Restated Loan Agreement,
dated as of October 15, 1997, by and
among ATSI, Toronto Dominion
(Texas), Inc., as Administrative
Agent and the Banks parties
thereto............................. Incorporated herein by
reference to Exhibit 10.17
from the Form 10-Q filed on
November 14, 1997.
10.3 First Amendment to Amended and
Restated Loan Agreement Agreement,
dated as of December 31, 1997, by
and among ATSI, Toronto Dominion
(Texas), Inc., as Administrative
Agent and the Banks parties
thereto............................. (*10.3)
10.4 Assumption Agreement, dated as of
January , 1998, by and among ATS,
ATSI, American Tower Systems, L.P.,
a Delaware limited partnership,
Toronto Dominion (Texas), Inc., as
Administrative Agent and the Banks
parties thereto..................... (*10.4)
10.5 American Tower Systems Corporation
1997 Stock Option Plan, dated as of
November 5, 1997, as amended........ (*10.26)
</TABLE>

A-86
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT EXHIBIT FILE NO.
----------- ----------------------- ----------------
<C> <S> <C>
10.6 Amended and Restated Agreement and
Plan of Merger, dated as of December
18, 1997, by and among the Company,
CBS Corporation (formerly,
Westinghouse Electric Corporation), a
Pennsylvania corporation (CBS), and R
Acquisition Corp., a Delaware
corporation (CBS Sub)................ Incorporated herein by
reference to Exhibit 2.3
from the Form 8-K filed on
January 23, 1998.
10.7 First Amendment, dated as of December
19, 1997, to Amended and Restated
Agreement and Plan of Merger, dated
December 18, 1997, by and among the
Company, CBS and CBS Sub............. Incorporated herein by
reference to Exhibit 2.4
from the Form 8-K filed on
January 23, 1998.
10.8 American Tower Systems Corporation
Stock Purchase Agreement, dated as of
January 8, 1998, by and among ATS and
the Purchasers....................... Incorporated herein by
reference to Exhibit 10.2
from the Form 8-K filed on
January 23, 1998.

10.9 Employment Agreement, dated as of
January 22, 1998, by and between ATSI
and J. Michael Gearon, Jr. .......... (*10.28)
10.10 Asset Purchase Agreement, dated as of
January 23, 1988, by and among ATSI,
Midcontinent Media, Inc., a South
Dakota corporation (Midcontinent),
Midcontinent Teleport Co., a South
Dakota corporation and a wholly-owned
subsidiary of Midcontinent (MTC), Wit
Communications, Inc., (WIT) a
Delaware corporation and a wholly-
owned subsidiary of MTC, and
Washington International Teleport,
Inc., a Delaware corporation and a
wholly-owned subsidiary of WIT....... (*10.29)
11 Statement Re Computation of Per Share
Earnings............................. Filed herewith as Exhibit
11
12 Statement Re Computation of Ratio of
Earnings to Combined Fixed Charges
and Preferred Stock Dividends........ Filed herewith as Exhibit
12
21 Subsidiaries of the Company.......... Filed herewith as Exhibit
21
23 Independent Auditors' Consent........ Filed herewith as Exhibit
23
27.1 Financial Data Schedule.............. Filed herewith as Exhibit
27.1
27.2 Financial Data Schedule--Restated.... Filed herewith as Exhibit
27.2
27.3 Financial Data Schedule--Restated.... Filed herewith as Exhibit
27.3
</TABLE>

Exhibits 10.1 through 10.10 do not contain schedules and exhibits noted
within the agreements. This additional information is available upon
request from the Company.

A-87
<PAGE>

[LOGO OF AMERICAN TOWER]
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION
REGISTRATION STATEMENT ON FORM S-1

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission fee......................... $ 21,799
Printing and engraving fees.................................... 75,000
Accountants' fees and expenses................................. 35,000
Legal fees and expenses........................................ 75,000
Miscellaneous.................................................. 43,201
--------
Total.......................................................... $250,000
========
</TABLE>

The foregoing, except for the Securities and Exchange Commission fee, are
estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact
that he is or was a director, officer, employee or agent of ATS may and, in
certain cases, must be indemnified by ATS against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement and reasonable
expenses (including attorney's fees), if in either type of action he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of ATS and, in a non-derivative action, which involves a
criminal proceeding, in which such person had no reasonable cause to believe
his conduct was unlawful. This indemnification does not apply, in a derivative
action, to matters as to which it is adjudged that the director, officer,
employee or agent is liable to ATS, unless upon court order it is determined
that, despite such adjudication of liability, but in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.

Article XII of ATS's By-Laws provides that ATS shall indemnify each person
who is or was an officer or director of ATS to the fullest extent permitted by
Section 145 of the DGCL.

Article Sixth of the ATS's Restated Certificate states than no director of
ATS shall be personally liable to ATS or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for (i) breach of the
director's duty of loyalty to ATS or its stockholders, (ii) acts or omissions
non in good faith or which involve intentional misconduct or knowing violation
of law, (iii) liability under Section 174 of the DGCL relating to certain
unlawful dividends and stock repurchases, or (iv) any transaction from which
the director derived an improper personal benefit.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Pursuant to that certain American Tower Systems Corporation Stock Purchase
Agreement, dated as of January 8, 1998, by and among ATS and the Purchasers
thereto, ATS consummated an equity financing involving the issuance of an
aggregate of 1,350,050 shares of Class A Common Stock, 4,649,950 shares of
Class B Common Stock and 2,000,000 shares of Class C Common Stock at $10.00
per share in exchange for an aggregate of $30.6 million in cash and $49.4
million of notes secured by common stock of American Radio Systems Corporation
having a market value of not less than 175% of the principal amount of and
accrued and unpaid interest on such notes.

II-1
<PAGE>

Pursuant to that certain Agreement and Plan of Merger, dated as of November
21, 1997, as amended, by and among ATS, American Tower Systems, Inc., a
Delaware corporation ("ATSI"), Gearon & Co., Inc., a Georgia corporation
("Gearon") and J. Michael Gearon, Jr., Gearon was merged with and into ATSI,
and ATS issued an aggregate of 5,333,333 shares of Class A Common Stock and
paid approximately $32.0 million in cash and assumed liabilities, for an
aggregate agreed upon consideration of approximately $80.0 million.

All of the shares referred to in the foregoing paragraphs were issued by ATS
in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act"). Each holder
represented that it was acquiring its shares for investment purposes and not
with a view to distribution within the meaning of the Securities Act. The
stock certificates issued to all such holders bore restrictive legends. No
commission or other remuneration will be paid or given by ATS directly or
indirectly in connection with any of the foregoing transactions.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Listed below are the exhibits which are filed as part of this registration
statement (according to the number assigned to them in Item 601 of Regulation
S-K). Each exhibit marked by a (*) is incorporated by reference to ATS's
Registration Statement on Form S-4 (File No. 333-46025) filed on February 10,
1998. Each exhibit marked by a (+) has been previously filed as an exhibit as
part of this Registration Statement (File No. 333-50111) filed on April 15,
1998. Exhibit numbers in parenthesis refer to the exhibit number in the
Registration Statement on Form S-4.

<TABLE>
<CAPTION>
EXHIBIT FILE
EXHIBIT NO. DESCRIPTION OF DOCUMENT NO.
----------- -------------------------------------------------- ------------
<C> <S> <C>
2.1 Agreement and Plan of Merger, dated as of November
21, 1997, by and among American Tower Systems
Corporation ("ATS"), American Tower Systems, Inc.,
a Delaware corporation ("ATSI"), Gearon & Co.,
Inc., a Georgia corporation ("Gearon") and J.
Michael Gearon, Jr. (the "Gearon Stockholder").
(Schedules and Exhibits omitted).................. (*2.1)
2.2 Amendment No. 1 to Agreement and Plan of Merger,
dated as of January 22, 1998, among ATS, American
Tower Systems (Delaware), Inc., a Delaware
corporation (formerly known as American Tower
Systems, Inc.), Gearon and the Gearon
Stockholder....................................... (*2.2)
2.3 Agreement and Plan of Merger, dated as of December
12, 1997, by and among ATS and American Tower
Corporation, a Delaware corporation. (Schedules
and Exhibits omitted)............................. (*2.3)
3(i).1 Restated Certificate of Incorporation of ATS, as
filed with the Secretary of State of the State of
Delaware on November 20, 1997..................... (*3(i).1)
3(ii).2 By-Laws of ATS.................................... (*3(i).2)
5 Opinion of Sullivan & Worcester LLP............... Exhibit 5(+)
8 Tax Opinion of Sullivan & Worcester LLP........... Exhibit 8(+)
10.1 Loan Agreement, dated as of November 22, 1996, by
and among ATS, Toronto Dominion (Texas), Inc., as
Administrative Agent, and the other Banks parties
thereto........................................... (*10.1)
10.2 Amended and Restated Loan Agreement, dated as of
October 15, 1997, by and among ATSI, Toronto
Dominion (Texas), Inc., as Administrative Agent
and the Banks parties thereto. (Schedules and
Exhibits omitted)................................. (*10.2)
10.3 First Amendment to Amended and Restated Loan
Agreement,
dated as of December 31, 1997, by and among ATSI,
Toronto Dominion (Texas), Inc., as Administrative
Agent and the Banks parties thereto .............. (*10.3)
</TABLE>

II-2
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
EXHIBIT NO. DESCRIPTION OF DOCUMENT FILE NO.
----------- ------------------------------------------------------ --------
<C> <S> <C>
10.4 Assumption Agreement, dated as of January 22, 1998, by
and among ATS, ATSI, American Tower Systems, L.P., a
Delaware limited partnership, Toronto Dominion
(Texas), Inc., as Administrative Agent and the Banks
parties thereto....................................... (*10.4)
10.5 Asset Purchase Agreement, dated as of February 5,
1997, by and between ATSI and Meridian Radio Sites, a
California general partnership ("Meridian Radio").
(Schedules and Exhibits omitted)...................... (*10.5)
10.6 First Amendment to Asset Purchase Agreement, dated as
of February 10, 1997, by and between ATSI and Meridian
Radio................................................. (*10.6)
10.7 Second Amendment to Asset Purchase Agreement, dated as
of June 24, 1997, by and between ATSI and Meridian
Radio................................................. (*10.7)
10.8 Asset Purchase Agreement, dated as of February 5,
1997, by and between ATSI and Meridian Sales and
Services Company, a California corporation ("Meridian
Sales"). (Schedules and Exhibits omitted)............. (*10.8)
10.9 First Amendment to Asset Purchase Agreement, dated as
of February 10, 1997, by and between ATSI and Meridian
Sales................................................. (*10.9)
10.10 Second Amendment to Asset Purchase Agreement, dated as
of June 24, 1997, by and between ATSI and Meridian
Sales................................................. (*10.10)
10.11 Asset Purchase Agreement, dated as of February 5,
1997, by and between ATSI and Meridian Communications
North, a California general partnership ("Meridian
North"). (Schedules and Exhibits omitted)............. (*10.11)
10.12 First Amendment to Asset Purchase Agreement, dated as
of February 10, 1997, by and between ATSI and Meridian
North................................................. (*10.12)
10.13 Second Amendment to Asset Purchase Agreement, dated as
of June 24, 1997, by and between ATSI and Meridian
North................................................. (*10.13)
10.14 Asset Purchase Agreement, dated as of May 13, 1997, by
and between ATSI and Towers L.L.C., a South Carolina
limited liability company. (Schedules and Exhibits
omitted, except for Employment Agreement)............. (*10.14)
10.15 Asset Purchase Agreement, dated as of May 21, 1997, by
and between ATSI and B & E Associates, Inc., a
Massachusetts corporation. (Schedules and Exhibits
omitted).............................................. (*10.15)
10.16 Asset Purchase Agreement, dated as of May 21, 1997, by
and between ATSI and DB Consultants, Inc., a Texas
corporation. (Schedules and Exhibits omitted)......... (*10.16)
10.17 Asset Purchase Agreement, dated as of May 27, 1997, by
and between ATSI and Communication Systems
Development, Inc., a California corporation.
(Schedules and Exhibits omitted)...................... (*10.17)
10.18 Agreement of Limited Liability Company of
Communication Systems Development, LLC, dated May 30,
1997, by and among ATSI and Communications Development
Corporation, Inc., a California corporation........... (*10.18)
</TABLE>

II-3
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT EXHIBIT FILE NO.
----------- ---------------------------- ----------------------------------
<C> <S> <C>
10.19 Asset Purchase Agreement,
dated as of June 25, 1997,
by and between ATSI and
Fernand E. Phaneuf, Jr. and
Lorraine Phaneuf, being all
of the shareholders of Tower
Sites, Inc., d/b/a Tower
Sites, Inc. a Connecticut
corporation. (Schedules and
Exhibits omitted)........... (*10.19)
10.20 Asset Purchase Agreement,
dated as of July 8, 1997, by
and between ATSI and Diablo
Communications, Inc., a
California corporation.
(Schedules and Exhibits
omitted).................... (*10.20)
10.21 Asset Purchase Agreement,
dated as of July 8, 1997, by
and between ATSI and Diablo
Communications of Southern
California, Inc., a
California corporation.
(Schedules and Exhibits
omitted).................... (*10.21)
10.22 Asset Purchase Agreement,
dated as of July 8, 1997, by
and between ATS and Suburban
Cable T.V. Co............... (*10.22)
10.23 Asset Purchase Agreement,
dated as of July 31, 1997,
by and between ATSI and John
C. Santangelo and Gerald
Harkins, being all of the
shareholders of Southeast
Communications, Inc., and
Southeast Communications,
Inc., a Massachusetts
corporation. (Schedules and
Exhibits omitted)........... (*10.23)
10.24 Stock Purchase Agreement,
date as of September 30,
1997, by and between ATSI,
OPM-USA-INC., a Florida
corporation ("OPM"), and the
Stockholders of OPM.
(Schedules and Exhibits
omitted).................... (*10.24)
10.25 Asset Purchase Agreement,
dated as of October 4, 1997,
by and between ATSI and
Tucson Communications
Company, L.P., a California
limited partnership.
(Schedules and Exhibits
omitted).................... (*10.25)
10.26 American Tower Systems
Corporation 1997 Stock
Option Plan, dated as of
November 5, 1997, as amended
and restated on April 28,
1998........................ Filed herewith as Exhibit 10.26
10.27 American Tower Systems
Corporation Stock Purchase
Agreement, dated as of
January 8, 1998, by and
among ATS and the
Purchasers.................. (*10.27)
10.28 Employment Agreement, dated
as of January 22, 1988, by
and between ATSI and J.
Michael Gearon, Jr.......... (*10.28)
10.29 Asset Purchase Agreement,
dated as of January 23,
1988, by and among ATSI,
Midcontinent Media, Inc., a
South Dakota corporation
("Midcontinent"),
Midcontinent Teleport Co., a
South Dakota corporation and
a wholly-owned subsidiary of
Midcontient ("MTC"), Wit
Communications, Inc., a
Delaware corporation and a
wholly-owned subsidiary of
MTC, and Washington
International Teleport,
Inc., a Delaware corporation
and a wholly-owned
subsidiary of Wit........... (*10.29)
10.30 Proposed form of ARS-ATS
Separation Agreement, dated
as of January , 1998 by and
among American Radio Systems
Corporation, a Delaware
Corporation ("ARS"), ATS,
and CBS Corporation, a
Pennsylvania corporation
("CBS")..................... (*10.30)
21 Subsidiaries of ATS......... (*21)
23.0 Consents of Sullivan &
Worcester LLP............... Part of Exhibit 5 and Exhibit 8(+)
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT EXHIBIT FILE NO.
----------- -------------------------------- ------------------------------
<C> <S> <C>
23.1 Independent Auditor's Consents--
Deloitte & Touche LLP........... Filed herewith as Exhibit 23.1
23.2 Consent of Pressman Ciocca Smith
LLP............................. Exhibit 23.2+
23.3 Consent of Rooney, Ida, Nolt &
Ahern........................... Exhibit 23.3+
23.4 Consent of KPMG Peat Marwick
LLP............................. Exhibit 23.4+
23.5 Consent of Ernst & Young LLP.... Exhibit 23.5+
23.6 Consent of Director Nominee..... Exhibit 23.6+
23.7 Consent of Director Nominee..... Exhibit 23.7+
24 Power of Attorney............... Page II-6 of the Registration
Statement+
27 Financial Data Schedule......... Exhibit 27+
</TABLE>

ITEM 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which offers or sale are being made, a
post-effective amendment to this Registration Statement:

(i)to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii)to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

(iii)to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

II-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on the 8th
day of May, 1998.

AMERICAN TOWER SYSTEMS CORPORATION

/s/ Steven B. Dodge*
By: ___________________________________
STEVEN B. DODGE
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Company and in the capacities and on the dates indicated.

<TABLE>
<S> <C> <C>
SIGNATURE TITLE
DATE

/s/ Steven B. Dodge* Chairman, President, May 8, 1998
- --------------------------------- Chief Executive Officer
STEVEN B. DODGE and Director

/s/ Joseph L. Winn* Chief Financial Officer May 8, 1998
- --------------------------------- and Director
JOSEPH L. WINN

/s/ Justin D. Benincasa Vice President and May 8, 1998
- --------------------------------- Corporate Controller
JUSTIN D. BENINCASA
*INDIVIDUALLY AND
AS ATTORNEY-IN-FACT

/s/ Alan L. Box* Executive Vice President May 8, 1998
- --------------------------------- and Director
ALAN L. BOX

/s/ Arnold L. Chavkin* Director May 8, 1998
- ---------------------------------
ARNOLD L. CHAVKIN

/s/ J. Michael Gearon, Jr.* Executive Vice President May 8, 1998
- --------------------------------- and Director
J. MICHAEL GEARON, JR.

/s/ Thomas H. Stoner* Director May 8, 1998
- ---------------------------------
THOMAS H. STONER
</TABLE>

II-6
<PAGE>

SCHEDULE I

AMERICAN TOWER SYSTEMS CORPORATION
(PARENT COMPANY ONLY)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED BALANCE SHEETS

DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
ASSETS
Investments in and advances to subsidiaries......... $154,187,760 $30,536,512
Deferred income taxes............................... 62,560 --
------------ -----------
Total......................................... $154,250,320 $30,536,512
============ ===========
LIABILITIES AND STOCKHOLDER'S EQUITY
Deferred income taxes............................... $ 417,628 $ 279,218
Minority interest in subsidiaries................... 625,652 528,928
Commitments and Contingencies....................... -- --
Stockholder's Equity (Note Below):
Preferred Stock; $0.01 par value; 20,000,000
shares authorized; no shares issued or outstand-
ing..............................................
Common Stock, $.01 par value, 10,000,000 shares
authorized, 3,000 shares issued and outstanding
in 1996.......................................... -- 30
Class A Common Stock; $.01 par value; 200,000,000
shares authorized; 29,667,883 shares issued and
outstanding...................................... 296,679 --
Class B Common Stock; $.01 par value; 50,000,000
shares authorized; 4,670,626 shares issued and
outstanding...................................... 46,706 --
Class C Common Stock; $.01 par value; 10,000,000
shares authorized; 1,295,518 shares issued and
outstanding...................................... 12,955 --
Additional paid-in capital........................ 155,710,741 30,318,420
Accumulated deficit............................... (2,860,041) (590,084)
------------ -----------
Total stockholder's equity...................... 153,207,040 29,728,366
------------ -----------
Total......................................... $154,250,320 $30,536,512
============ ===========
</TABLE>

Note: Please see page F-4, "Consolidated Statements of Stockholder's Equity,"
for activity occurring in the equity section of American Tower Systems
Corporation (ATS).

Note: ATS is currently a wholly-owned subsidiary of American Radio Systems
Corporation. In connection with a loan agreement maintained by the ATS'
wholly owned subsidiary, American Tower Systems (Delaware), Inc. ATS has
pledged its interest in such subsidiary.

S-1
<PAGE>

SCHEDULE I
AMERICAN TOWER SYSTEMS CORPORATION
(PARENT COMPANY ONLY)

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND PERIOD FROM
JULY 17, 1995 (INCORPORATION) TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
---------------------------------
1997 1996 1995
----------- --------- ---------
<S> <C> <C> <C>
Revenues.................................... $ -- $ -- $ --
Equity in net loss of subsidiaries.......... (2,269,957) (479,673) (110,411)
----------- --------- ---------
Net Loss.................................... $(2,269,957) $(479,673) $(110,411)
=========== ========= =========
</TABLE>

CONDENSED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1997 AND 1996 AND PERIOD FROM
JULY 17, 1995 (INCORPORATION) TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
PERIOD ENDED DECEMBER 31,
-------------------------------------
1997 1996 1995
------------- ----------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................... $ (2,269,957) $ (479,673) $(110,411)
Adjustments to reconcile net loss to
cash flows from operating activities:
Equity in net losses of subsidiar-
ies................................. 2,269,957 479,673 110,411
------------- ----------- ---------
Cash flows from operating activi-
ties................................ -- -- --
------------- ----------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash transfers to Parent............... (16,650,000) (4,866,226) (179,426)
Investment by Parent................... 143,073,631 2,548,557 242,215
------------- ----------- ---------
Cash flows from investing activi-
ties................................ 126,423,631 (2,317,669) 62,789
------------- ----------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash transfers from subsidiary......... 16,650,000 4,866,226 179,426
Investments in subsidiary.............. (143,073,631) (2,548,557) (242,215)
------------- ----------- ---------
Cash flows from financing activi-
ties................................ (126,423,631) 2,317,669 (62,789)
------------- ----------- ---------
CASH AND CASH EQUIVALENTS.............. $ -- $ -- $ --
============= =========== =========
</TABLE>

Note: As of December 31, 1997, ATS was a holding company whose only asset
consists of the stock of its wholly owned subsidiary American Tower
Systems (Delaware), Inc. (ATSI). As of such date, ATSI held all operating
assets of the consolidated group. ATS' income or loss is limited to the
income or loss of ATSI, after elimination of income or loss attributable
to minority investors in subsidiaries and investments of ATSI.

S-2
<PAGE>

SCHEDULE II

AMERICAN TOWER SYSTEMS CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

PERIOD FROM JULY 17, 1995 (INCORPORATION) TO DECEMBER 31, 1995 AND
THE YEARS ENDED DECEMBER 31, 1996 AND 1997

<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
---------- ---------- -------- ---------- --------
BALANCE
BALANCE AT CHARGED TO CHARGED AT END
BEGINNING COSTS AND TO OTHER OF
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD
----------- ---------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful Ac-
counts:
Period from July 17, 1995
to December 31, 1995..... $ -- $ -- $-- $ -- $ --
Year Ended December 31,
1996..................... $ -- $ 47,044 $-- $ -- $ 47,044
Year Ended December 31,
1997..................... $47,044 $124,350 $-- $46,310 $125,084
</TABLE>

S-3
<PAGE>

EXHIBIT INDEX

Listed below are the exhibit which are filed as part of this registration
statement (according to the number assigned to them in Item 601 of Regulation
S-K). Each exhibit marked by a (*) is incorporated by reference to ATS's
Registration Statement on Form S-4 (File No. 333-46025) filed on February 10,
1998. Each exhibit marked by a (+) has been previously filed as an exhibit as
part of this Registration Statement (File No. 333-50111) filed on April 15,
1998. Exhibit numbers in parenthesis refer to the exhibit number in the
Registration Statement on Form S-4.

<TABLE>
<CAPTION>
EXHIBIT FILE
EXHIBIT NO. DESCRIPTION OF DOCUMENT NO. PAGE
----------- ------------------------------------------- ------------ ----
<C> <S> <C> <C>
2.1 Agreement and Plan of Merger, dated as of
November 21, 1997, by and among American
Tower Systems Corporation ("ATS"), American
Tower Systems, Inc., a Delaware corporation
("ATSI"), Gearon & Co., Inc., a Georgia
corporation ("Gearon") and J. Michael
Gearon, Jr. (the "Gearon Stockholder").
(Schedules and Exhibits omitted)........... (*2.1)
2.2 Amendment No. 1 to Agreement and Plan of
Merger, dated as of January 22, 1998, among
ATS, American Tower Systems (Delaware),
Inc., a Delaware corporation (formerly
known as American Tower Systems, Inc.),
Gearon and the Gearon Stockholder.......... (*2.2)
2.3 Agreement and Plan of Merger, dated as of
December 12, 1997, by and among ATS and
American Tower Corporation, a Delaware
corporation. (Schedules and Exhibits
omitted)................................... (*2.3)
3(i).1 Restated Certificate of Incorporation of
ATS, as filed with the Secretary of State
of the State of Delaware on November 20,
1997....................................... (*3(i).1)
3(ii).2 By-Laws of ATS............................. (*3(i).2)
5 Opinion of Sullivan & Worcester LLP........ Exhibit 5(+)
8 Tax Opinion of Sullivan & Worcester LLP.... Exhibit 8(+)
10.1 Loan Agreement, dated as of November 22,
1996, by and among ATS, Toronto Dominion
(Texas), Inc., as Administrative Agent, and
the other Banks parties thereto............ (*10.1)
10.2 Amended and Restated Loan Agreement, dated
as of October 15, 1997, by and among ATSI,
Toronto Dominion (Texas), Inc., as
Administrative Agent and the Banks parties
thereto. (Schedules and Exhibits omitted).. (*10.2)
10.3 First Amendment to Amended and Restated
Loan Agreement, dated as of December 31,
1997, by and among ATSI, Toronto Dominion
(Texas), Inc., as Administrative Agent and
the Banks parties thereto ................. (*10.3)
10.4 Assumption Agreement, dated as of January
22, 1998, by and among ATS, ATSI, American
Tower Systems, L.P., a Delaware limited
partnership, Toronto Dominion (Texas),
Inc., as Administrative Agent and the Banks
parties thereto............................ (*10.4)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
EXHIBIT NO. DESCRIPTION OF DOCUMENT FILE NO. PAGE
----------- ----------------------------------------------- -------- ----
<C> <S> <C> <C>
10.5 Asset Purchase Agreement, dated as of February
5, 1997, by and between ATSI and Meridian Radio
Sites, a California general partnership
("Meridian Radio"). (Schedules and Exhibits
omitted)....................................... (*10.5)
10.6 First Amendment to Asset Purchase Agreement,
dated as of February 10, 1997, by and between
ATSI and Meridian Radio........................ (*10.6)
10.7 Second Amendment to Asset Purchase Agreement,
dated as of June 24, 1997, by and between ATSI
and Meridian Radio............................. (*10.7)
10.8 Asset Purchase Agreement, dated as of February
5, 1997, by and between ATSI and Meridian Sales
and Services Company, a California corporation
("Meridian Sales"). (Schedules and Exhibits
omitted)....................................... (*10.8)
10.9 First Amendment to Asset Purchase Agreement,
dated as of February 10, 1997, by and between
ATSI and Meridian Sales........................ (*10.9)
10.10 Second Amendment to Asset Purchase Agreement,
dated as of June 24, 1997, by and between ATSI
and Meridian Sales............................. (*10.10)
10.11 Asset Purchase Agreement, dated as of February
5, 1997, by and between ATSI and Meridian
Communications North, a California general
partnership ("Meridian North"). (Schedules and
Exhibits omitted).............................. (*10.11)
10.12 First Amendment to Asset Purchase Agreement,
dated as of February 10, 1997, by and between
ATSI and Meridian North........................ (*10.12)
10.13 Second Amendment to Asset Purchase Agreement,
dated as of June 24, 1997, by and between ATSI
and Meridian North............................. (*10.13)
10.14 Asset Purchase Agreement, dated as of May 13,
1997, by and between ATSI and Towers L.L.C., a
South Carolina limited liability company.
(Schedules and Exhibits omitted, except for
Employment Agreement).......................... (*10.14)
10.15 Asset Purchase Agreement, dated as of May 21,
1997, by and between ATSI and B & E Associates,
Inc., a Massachusetts corporation. (Schedules
and Exhibits omitted).......................... (*10.15)
10.16 Asset Purchase Agreement, dated as of May 21,
1997, by and between ATSI and DB Consultants,
Inc., a Texas corporation. (Schedules and
Exhibits omitted).............................. (*10.16)
10.17 Asset Purchase Agreement, dated as of May 27,
1997, by and between ATSI and Communication
Systems Development, Inc., a California
corporation. (Schedules and Exhibits omitted).. (*10.17)
10.18 Agreement of Limited Liability Company of
Communication Systems Development, LLC, dated
May 30, 1997, by and among ATSI and
Communications Development Corporation, Inc., a
California corporation......................... (*10.18)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT EXHIBIT FILE NO. PAGE
----------- ------------------------ ------------------------------- ----
<C> <S> <C> <C>
10.19 Asset Purchase
Agreement, dated as of
June 25, 1997, by and
between ATSI and Fernand
E. Phaneuf, Jr. and
Lorraine Phaneuf, being
all of the shareholders
of Tower Sites, Inc.,
d/b/a Tower Sites, Inc.
a Connecticut
corporation. (Schedules
and Exhibits omitted)... (*10.19)
10.20 Asset Purchase
Agreement, dated as of
July 8, 1997, by and
between ATSI and Diablo
Communications, Inc., a
California corporation.
(Schedules and Exhibits
omitted)................ (*10.20)
10.21 Asset Purchase
Agreement, dated as of
July 8, 1997, by and
between ATSI and Diablo
Communications of
Southern California,
Inc., a California
corporation. (Schedules
and Exhibits omitted)... (*10.21)
10.22 Asset Purchase
Agreement, dated as of
July 8, 1997, by and
between ATS and Suburban
Cable T.V. Co........... (*10.22)
10.23 Asset Purchase
Agreement, dated as of
July 31, 1997, by and
between ATSI and John C.
Santangelo and Gerald
Harkins, being all of
the shareholders of
Southeast
Communications, Inc.,
and Southeast
Communications, Inc., a
Massachusetts
corporation. (Schedules
and Exhibits omitted)... (*10.23)
10.24 Stock Purchase
Agreement, date as of
September 30, 1997, by
and between ATSI, OPM-
USA-INC., a Florida
corporation ("OPM"), and
the Stockholders of OPM.
(Schedules and Exhibits
omitted)................ (*10.24)
10.25 Asset Purchase
Agreement, dated as of
October 4, 1997, by and
between ATSI and Tucson
Communications Company,
L.P., a California
limited partnership.
(Schedules and Exhibits
omitted)................ (*10.25)
10.26 American Tower Systems
Corporation 1997 Stock
Option Plan, dated as of
November 5, 1997, as
amended and restated on
April 28, 1998.......... Filed herewith as Exhibit 10.26
10.27 American Tower Systems
Corporation Stock
Purchase Agreement,
dated as of January 8,
1998, by and among ATS
and the Purchasers...... (*10.27)
10.28 Employment Agreement,
dated as of January 22,
1988, by and between
ATSI and J. Michael
Gearon, Jr.............. (*10.28)
10.29 Asset Purchase
Agreement, dated as of
January 23, 1988, by and
among ATSI, Midcontinent
Media, Inc., a South
Dakota corporation
("Midcontinent"),
Midcontinent Teleport
Co., a South Dakota
corporation and a
wholly-owned subsidiary
of Midcontient ("MTC"),
Wit Communications,
Inc., a Delaware
corporation and a
wholly-owned subsidiary
of MTC, and Washington
International Teleport,
Inc., a Delaware
corporation and a
wholly-owned subsidiary
of Wit.................. (*10.29)
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT EXHIBIT FILE NO. PAGE
----------- ------------------------ ----------------------------------- ----
<C> <S> <C> <C>
10.30 Proposed form of ARS-ATS
Separation Agreement,
dated as of April ,
1998 by and among
American Radio Systems
Corporation, a Delaware
Corporation ("ARS"),
ATS, and CBS
Corporation, a
Pennsylvania corporation
("CBS")................. (*10.30)
21 Subsidiaries of ATS..... (*21)
23.0 Consents of Sullivan &
Worcester LLP........... as Part of Exhibit 5 and Exhibit 8+
23.1 Independent Auditor's
Consents--Deloitte &
Touche LLP.............. Filed herewith as Exhibit 23.1
23.2 Consent of Pressman
Ciocca Smith LLP........ Exhibit 23.2+
23.3 Consent of Rooney, Ida,
Nolt & Ahern............ Exhibit 23.3+
23.4 Consent of KPMG Peat
Marwick LLP............. Exhibit 23.4+
23.5 Consent of Ernst & Young
LLP..................... Exhibit 23.5+
23.6 Consent of Director
Nominee................. Exhibit 23.6+
23.7 Consent of Director
Nominee................. Exhibit 23.7+
24 Power of Attorney....... Page II-6 of the Registration
Statement+
27 Financial Data
Schedule................ Exhibit 27+
</TABLE>

<PAGE>

EXHIBIT 10.26

================================================================================

AMERICAN TOWER SYSTEMS CORPORATION

1997 Stock Option Plan
As Amended and Restated on April 27, 1998

================================================================================
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION
1997 STOCK OPTION PLAN

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
----
<S> <C>

1. PURPOSE........................................................... 1

2. ADMINISTRATION OF THE PLAN........................................ 1

3. OPTION SHARES..................................................... 2

4. AUTHORITY TO GRANT OPTIONS........................................ 2

5. WRITTEN AGREEMENT................................................. 2

6. ELIGIBILITY....................................................... 3

7. OPTION PRICE...................................................... 3

8. DURATION OF OPTIONS............................................... 4

9. VESTING PROVISIONS................................................ 4

10. EXERCISE OF OPTIONS............................................... 4

11. TRANSFERABILITY OF OPTIONS........................................ 5

12. TERMINATION OF EMPLOYMENT OR INVOLVEMENT OF OPTIONEE
WITH THE COMPANY.................................................. 6

13. REQUIREMENTS OF LAW............................................... 6

14. NO RIGHTS AS STOCKHOLDER.......................................... 7

15. EMPLOYMENT OBLIGATION............................................. 7

16. FORFEITURE AS A RESULT OF TERMINATION FOR CAUSE................... 7

17. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE........................ 8

18. AMENDMENT OR TERMINATION OF PLAN.................................. 9

19. EFFECTIVE DATE AND DURATION OF THE PLAN........................... 10
</TABLE>
<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION

1997 STOCK OPTION PLAN

1. PURPOSE

The purpose of this 1997 Stock Option Plan (the "Plan") is to encourage
directors, consultants and employees of American Tower Systems Corporation (the
"Company") and its Subsidiaries (as hereinafter defined) to continue their
association with the Company and its Subsidiaries, by providing opportunities
for such persons to participate in the ownership of the Company and in its
future growth through the granting of stock options (the "Options") which may be
options designed to qualify as incentive stock options (within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (an
"ISO"), or options not intended to qualify for any special tax treatment under
the Code (a "NQO"). The term "Subsidiary" as used in the Plan means a
corporation or other business organization of which the Company owns, directly
or indirectly through an unbroken chain of ownership, fifty percent (50%) or
more of the total combined voting power of all classes of stock.

2. ADMINISTRATION OF THE PLAN

The Plan shall be administered by a committee (the "Committee") consisting
of two or more members of the Company's Board of Directors (the "Board"). The
Committee shall from time to time determine to whom options or other rights
shall be granted under the Plan, whether options granted shall be incentive
stock options ("ISOs") or nonqualified stock options ("NSOs"), the terms of the
options or other rights, and the number of shares that may be granted under
options. The Committee shall report to the Board the names of individuals to
whom stock or options or other rights are to be granted, the number of shares
covered, and the terms and conditions of each grant. The determinations
described in this Section 2 may be made by the Committee or by the Board, as the
Board shall direct in its discretion, and references in the Plan to the
Committee shall be understood to refer to the Board in any such case.

The Committee shall select one of its members as Chairman and shall hold
meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend, and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. All questions of
interpretation and application of such rules and regulations, of the Plan and of
options granted thereunder (the "Options"), shall be subject to the
determination of the Committee, which shall be final and binding. The Plan
shall be administered in such a manner as to permit those Options granted
hereunder and specially designated under Section 5 hereof as an ISO to qualify
as incentive stock options as described in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").

For so long as Section 16 of the Securities Exchange Act of 1934, as
amended from time to time (the "Exchange Act"), is applicable to the Company,
each member of the Committee shall be
<PAGE>

a "non-employee director" or the equivalent within the meaning of Rule 16b-3
under the Exchange Act, and, for so long as Section 162(m) of the Code is
applicable to the Company, an "outside director" within the meaning of Section
162 of the Code and the regulations thereunder.

With respect to persons subject to Section 16 of the Exchange Act
("Insiders"), transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To
the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed to be modified so as to be in compliance with such
Rule, or, if such modification is not possible, it shall be deemed to be null
and void, to the extent permitted by law and deemed advisable by the Committee.

3. OPTION SHARES

The stock subject to Options under the Plan shall be shares of Class A and
Class B Common Stock, par value $.01 per share (the "Stock"), provided, however,
-------- -------
that after the consummation of the ATC Merger as defined in the Agreement and
Plan of Merger by and between the Company and American Tower Corporation, dated
December 12, 1997, as may be amended, any Options granted shall be for shares of
Class A. The total amount of the Stock with respect to which Options may be
granted (the "Option Pool"), shall not exceed in the aggregate 15,000,000
shares; provided, however, such aggregate number of shares shall be subject to
adjustment in accordance with the provisions of Section 17. In the event that
any outstanding Option shall expire for any reason or shall terminate by reason
of the death or severance of employment of the Optionee, the surrender of any
such Option, or any other cause, the shares of Stock allocable to the
unexercised portion of such Option may again be subject to an option under the
Plan. The maximum number of shares of Stock subject to Options that may be
granted to any Optionee in the aggregate in any calendar year shall not exceed
5,000,000 shares.

4. AUTHORITY TO GRANT OPTIONS

The Committee may determine, from time to time, which employees of the
Company or any Subsidiary or other persons shall be granted Options under the
Plan, the terms of the Options (including without limitation whether an Option
shall be an ISO or a NQO) and the number of shares which may be purchased under
the Option or Options. Without limiting the generality of the foregoing, the
Committee may from time to time grant: (a) to such employees (other than
employees of a Subsidiary which is not a corporation) as it shall determine an
Option or Options to buy a stated number of shares of Stock under the terms and
conditions of the Plan which Option or Options will to the extent so designated
at the time of grant constitute an ISO; and (b) to such eligible directors,
employees or other persons as it shall determine an Option or Options to buy a
stated number of shares of Stock under the terms and conditions of the Plan
which Option or Options shall constitute a NQO. Subject only to any applicable
limitations set forth elsewhere in the Plan, the number of shares of Stock to be
covered by any Option shall be as determined by the Committee.

5. WRITTEN AGREEMENT

Each Option granted hereunder shall be embodied in an option agreement (the
"Option Agreement") substantially in the form of Exhibit 1, which shall be
signed by the Optionee and by

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<PAGE>

the Chief Executive Officer, Chief Financial Officer or the Corporate Controller
of the Company for and in the name and on behalf of the Company. An Option
Agreement may contain such restrictions on exercisability and such other
provisions not inconsistent with the Plan as the Committee in its sole and
absolute discretion shall approve.

6. ELIGIBILITY

The individuals who shall be eligible for grant of Options under the Plan
shall be employees (including officers who may be members of the Board),
directors who are not employees and other individuals, whether or not employees,
who render services of special importance to the management, operation, or
development of the Company or a Subsidiary, and who have contributed or may be
expected to contribute materially to the success of the Company or a Subsidiary.
An employee, director or other person to whom an Option has been granted
pursuant to an Option Agreement is hereinafter referred to as an "Optionee."

7. OPTION PRICE

The price at which shares of Stock may be purchased pursuant to an Option
shall be specified by the Committee at the time the Option is granted, but shall
in no event be less than the par value of such shares and, in the case of an
ISO, except as set forth in the following sentence, one hundred percent (100%)
of the fair market value of the Stock on the date the ISO is granted. In the
case of an employee who owns (or is considered under Section 424(d) of the Code
as owning) stock possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Subsidiary, the price
which shares of Stock may be so purchased pursuant to an ISO shall be not less
than one hundred and ten percent (110%) of the fair value of the Stock on the
date the ISO is granted.

For purposes of the Plan, the "fair market value" of a share of Stock on
any date specified herein, shall mean (a) the last reported sales price, regular
way, or, in the event that no sale takes place on such day, the average of the
reported closing bid and asked prices, regular way, in either case (i) as
reported on the New York Stock Exchange Composite Tape, or (ii) if the Stock is
not listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which such security is listed or
admitted to trading, or (iii) if not then listed or admitted to trading on any
national securities exchange, on the NASDAQ National Market System; or (b) if
the Stock is not quoted on such National Market System, (i) the average of the
closing bid and asked prices on each such day in the over-the-counter market as
reported by NASDAQ, or (ii) if bid and asked prices for such security on each
such day shall not have been reported through NASDAQ, the average of the bid and
asked prices for such day as furnished by any New York Stock Exchange member
firm regularly making a market in such security selected for such purpose by the
Committee; or (c) if the Stock is not then listed or admitted to trading on any
national exchange or quoted in the over-the-counter market, the fair value
thereof determined in good faith by the Committee as of a date which is within
thirty (30) days of the date with respect to which the determination is to be
made; provided, however, that any method of determining fair market value
employed by the Committee with respect to an ISO shall be consistent with any
applicable laws or regulations pertaining to "incentive stock options."

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<PAGE>

8. DURATION OF OPTIONS

The duration of any Option shall be specified by the Committee in the
Option Agreement, but no ISO shall be exercisable after the expiration of ten
(10) years, and no NQO shall be exercisable after the expiration of ten (10)
years and one (1) day, from the date such Option is granted. In the case of any
employee who owns (or is considered under Section 424(d) of the Code as owning)
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Subsidiary, no ISO shall be
exercisable after the expiration of five (5) years from the date such Option is
granted. The Committee, in its sole and absolute discretion, may extend any
Option theretofore granted subject to the aforesaid limits and may provide that
an Option shall be exercisable during its entire duration or during any lesser
period of time.

9. VESTING PROVISIONS

Each Option may be exercised so long as it is valid and outstanding from
time to time, in part or as a whole, in such manner and subject to such
conditions as the Committee, in its sole and absolute discretion, may provide in
the Option Agreement.

10. EXERCISE OF OPTIONS

Options shall be exercised by the delivery of written notice to the Company
setting forth the number of shares of Stock with respect to which the Option is
to be exercised, accompanied by payment of the option price of such shares,
which payment shall be made, subject to the alternative provisions of this
Section, in cash or by such cash equivalents, payable to the order of the
Company in an amount in United States dollars equal to the option price of such
shares, as the Committee in its sole and absolute discretion shall consider
acceptable. Such notice shall be delivered in person to the Secretary of the
Company or shall be sent by registered mail, return receipt requested, to the
Secretary of the Company, in which case delivery shall be deemed made on the
date such notice is deposited in the mail.

Alternatively, if the Option Agreement so specifies, and subject to such
rules as may be established by the Committee, payment of the option price may be
made through a so-called "cashless exercise" procedure, under which the Optionee
shall deliver irrevocable instructions to a broker to sell shares of Stock
acquired upon exercise of the Option and to remit promptly to the Company a
sufficient portion of the sale proceeds to pay the option price and any tax
withholding resulting from such exercise.

Alternatively, payment of the option price may be made, in whole or in
part, in shares of Stock owned by the Optionee; provided, however, that the
Optionee may not make payment in shares of Stock that he acquired upon the
earlier exercise of any ISO (or other "incentive stock option"), unless and
until he has held the shares until at least two (2) years after the date the ISO
(or such other incentive stock option) was granted and at least one (1) year
after the date the ISO (or such other option) was exercised. If payment is made
in whole or in part in shares of Stock, then the Optionee shall deliver to the
Company in payment of the option price of the shares with respect of which such
Option is exercised (a) certificates registered in the name of such Optionee
representing a number of shares of Stock legally and beneficially owned by such
Optionee, free of

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<PAGE>

all liens, claims and encumbrances of every kind, and having a fair market value
on the date of delivery of such notice equal to the option price of the shares
of Stock with respect to which such Option is to be exercised, such certificates
to be accompanied by stock powers duly endorsed in blank by the record holder of
the shares of Stock represented by such certificates; and (b) if the option
price of the shares with respect to which such Option is to be exercised exceeds
such fair market value, cash or such cash equivalents payable to the order to
the Company, in an amount in United States dollars equal to the amount of such
excess, as the Committee in its sole and absolute discretion shall consider
acceptable. Notwithstanding the foregoing provisions of this Section, the
Committee, in its sole and absolute discretion (i) may refuse to accept shares
of Stock in payment of the option price of the shares of Stock with respect to
which such Option is to be exercised and, in that event, any certificates
representing shares of Stock which were delivered to the Company with such
written notice shall be returned to such Optionee together with notice by the
Company to such Optionee of the refusal of the Committee to accept such shares
of Stock and (ii) may accept, in lieu of actual delivery of stock certificates,
an attestation by the Optionee substantially in the form attached herewith as
Exhibit C or such other form as may be deemed acceptable by the Committee that
he or she owns of record the shares to be tendered free and clear of all liens,
claims and encumbrances of every kind.

Alternatively, if the Option Agreement so specifies, payment of the option
price may be made in part by a promissory note executed by the Optionee and
containing the following terms and conditions (and such others as the Committee
shall, in its sole and absolute discretion determine from time to time): (a) it
shall be collaterally secured by the shares of Stock obtained upon exercise of
the Option; (b) repayment shall be made on demand by the Company and, in any
event, no later than three (3) years from the date of exercise; and (c) the note
shall bear interest at a rate as determined by the Committee, payable monthly
out of a payroll deduction provision; provided, however, that notwithstanding
the foregoing (i) an amount not less than the par value of the shares of Stock
with respect to which the Option is being exercised must be paid in cash, cash
equivalents, or shares of Stock in accordance with this Section, and (ii) the
payment of such exercise price by promissory note does not violate any
applicable laws or regulations, including, without limitation, Delaware
corporate law or applicable margin lending rules. The decision as to whether to
permit partial payment by a promissory note for shares of Stock to be issued
upon exercise of any Option granted shall rest entirely in the sole and absolute
discretion of the Committee.

As promptly as practicable after the receipt by the Company of (a) written
notice from the Optionee setting forth the number of shares of Stock with
respect to which such Option is to be exercised and (b) payment of the option
price of such shares in the form required by the foregoing provisions of this
Section, the Company shall cause to be delivered to such Optionee certificates
representing the number of shares with respect to which such Option has been so
exercised (less a number of shares equal to the number of shares as to which
ownership was attested under the procedure described in clause (ii) of the next
preceding paragraph).

11. TRANSFERABILITY OF OPTIONS

Options shall not be transferable by the Optionee otherwise than by will or
under the laws of descent and distribution, and shall be exercisable during his
or her lifetime only by the Optionee, except that the Committee may specify in
an Option Agreement that pertains to an NQO that the Optionee may transfer such
NQO to a member of the Immediate Family of the Optionee, to a trust

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<PAGE>

solely for the benefit of the Optionee and the Optionee's Immediate Family, or
to a partnership or limited liability company whose only partners or members are
the Optionee and members of the Optionee's Immediate Family. "Immediate Family"
shall mean, with respect to any Optionee, such Optionee's child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
and shall include adoptive relationships.

12. TERMINATION OF EMPLOYMENT OR INVOLVEMENT OF OPTIONEE WITH THE COMPANY

For purposes of this Section, employment by or involvement with (in the
case of an Optionee who is not an employee) a Subsidiary shall be considered
employment by or involvement with the Company. Except as otherwise set forth in
the Option Agreement, after the Optionee's termination of employment with the
Company other than by reason of death or disability, including his retirement in
good standing from the employ of the Company for reasons of age under the then
established rules of the Company, the Option shall terminate on the earlier of
the date of its expiration or three (3) months after the date of such
termination or retirement. After the death of the Optionee, his or her
executors, administrators or any persons to whom his or her Option may be
transferred by will or by the laws of descent and distribution shall have the
right to exercise the Option to the extent to which the Optionee was entitled to
exercise the Option. In the event that such termination is a result of
disability, the Optionee shall have the right to exercise the Option pursuant to
ts terms as if such Optionee continued as an employee.

Authorized leave of absence or absence on military or government service
shall not constitute severance of the employment relationship between the
Company and the Optionee for purposes of the Plan, provided that either (a) such
absence is for a period of no more than ninety (90) days or (b) the Employee's
right to re-employment after such absence is guaranteed either by statute or by
contract.

For Optionees who are not employees of the Company, options shall be
exercisable for such periods following the termination of the Optionee's
involvement with the Company as may be set forth in the Option Agreement.

13. REQUIREMENTS OF LAW

The Company shall not be required to sell or issue any shares of Stock upon
the exercise of any Option if the issuance of such shares shall constitute or
result in a violation by the Optionee or the Company of any provisions of any
law, statute or regulation of any governmental authority. Specifically, in
connection with the Securities Act of 1933, as amended (the "Securities Act"),
and any applicable state securities or "blue sky" law (a "Blue Sky Law"), upon
exercise of any Option the Company shall not be required to issue such shares
unless the Committee has received evidence satisfactory to it to the effect that
the holder of such Option will not transfer such shares except pursuant to a
registration statement in effect under the Securities Act and Blue Sky Laws or
unless an opinion of counsel satisfactory to the Company has been received by
the Company to the effect that such registration and compliance is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive. The Company shall not be obligated to take any action in order
to cause the exercise of an Option or the issuance of shares of Stock pursuant
thereto

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<PAGE>

to comply with any law or regulations of any governmental authority, including,
without limitation, the Securities Act or applicable Blue Sky Law.

Notwithstanding any other provision of the Plan to the contrary, the
Company may refuse to permit transfer of shares of Stock if in the opinion of
its legal counsel such transfer would violate federal or state securities laws
or subject the Company to liability thereunder. Any sale, assignment, transfer,
pledge or other disposition of shares of Stock received upon exercise of any
Option (or any other shares or securities derived therefrom) which is not in
accordance with the provisions of this Section shall be void and of no effect
and shall not be recognized by the Company.

Legend on Certificates. The Committee may cause any certificate
----------------------
representing shares of Stock acquired upon exercise of an Option (and any other
shares or securities derived therefrom) to bear a legend to the effect that the
securities represented by such certificate have not been registered under the
Federal Securities Act of 1933, as amended, or any applicable state securities
laws, and may not be sold, assigned, transferred, pledged or otherwise disposed
of except in accordance with the Plan and applicable agreements binding the
holder and the Company or any of its stockholders.

14. NO RIGHTS AS STOCKHOLDER

No Optionee shall have any rights as a stockholder with respect to shares
covered by his or her Option until the date of issuance of a stock certificate
for such shares; except as otherwise provided in Section 17, no adjustment for
dividends or otherwise shall be made if the record date therefor is prior to the
date of issuance of such certificate.

15. EMPLOYMENT OBLIGATION

The granting of any Option shall not impose upon the Company or any
Subsidiary any obligation to employ or continue to employ any Optionee, or to
engage or retain the services of any person, and the right of the Company or any
Subsidiary to terminate the employment or services of any person shall not be
diminished or affected by reason of the fact that an Option has been granted to
him or her. The existence of any Option shall not be taken into account in
determining any damages relating to termination of employment or services for
any reason.

16. FORFEITURE AS A RESULT OF TERMINATION FOR CAUSE

Notwithstanding any provision of the Plan to the contrary, if the Committee
determines, after full consideration of the facts presented on behalf of the
Company and an Optionee, that

(a) the Optionee has been engaged in fraud, embezzlement, theft,
commission of a felony or dishonesty in the course of his or her employment
by or involvement with the Company or a Subsidiary, which damaged the
Company or a Subsidiary, or has made unauthorized disclosure of trade
secrets or other proprietary information of the Company or a Subsidiary or
of a third party who has entrusted such information to the Company or a
Subsidiary, or

-7-
<PAGE>

(b) the Optionee's employment or involvement was otherwise terminated
for "cause," as defined in any employment agreement with the Optionee, if
applicable, or if there is no such agreement, as determined by the
Committee, which may determine that "cause" includes among other matters
the willful failure or refusal of the Optionee to perform and carry out his
or her assigned duties and responsibilities diligently and in a manner
satisfactory to the Committee,

then the Optionee's right to exercise an Option shall terminate as of the date
of such act (in the case of (a)) or such termination (in the case of (b)) and
the Optionee shall forfeit all unexercised Options. If an Optionee whose
behavior the Company asserts falls within the provisions of (a) or (b) above has
exercised or attempts to exercise an Option prior to a decision of the
Committee, the Company shall not be required to recognize such exercise until
the Committee has made its decision and, in the event of any exercise shall have
taken place, it shall be of no force and effect (and void ab initio) if the
-- ------
Committee makes an adverse determination; provided, however, if the Committee
finds in favor of the Optionee then the Optionee will be deemed to have
exercised such Option retroactively as of the date he or she originally gave
written notice of his or her attempt to exercise or actual exercise, as the case
may be. The decision of the Committee as to the cause of an Optionee's
discharge and the damage done to the Company or a Subsidiary shall be final,
binding and conclusive. No decision of the Committee, however, shall affect in
any manner the finality of the discharge of such Optionee by the Company or a
Subsidiary.

17. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE

The existence of outstanding Options shall not affect in any way the right
or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business or any merger or consolidation of
the Company or any issue of bonds, debentures, preferred or preference stock,
whether or not convertible into the Stock or other securities, ranking prior to
the Stock or affecting the rights thereof, or warrants, rights or options to
acquire the same, or the dissolution or liquidation of the Company or any sale
or transfer of all or any part of its assets or business or any other corporate
act or proceeding, whether of a similar character or otherwise.

The number of shares of Stock in the Option Pool (less the number of shares
theretofore delivered upon exercise of Options) and the number of shares of
Stock covered by any outstanding Option and the price per share payable upon
exercise thereof (provided that in no event shall the option price be less than
the par value of such shares) shall be proportionately adjusted for any increase
or decrease in the number of issued and outstanding shares of Stock resulting
from any subdivision, split, combination or consolidation of shares of Stock or
the payment of a dividend in shares of stock or other securities of the Company
on the Stock. The decision of the Board as to the adjustment, if any, required
by the provisions of this Section shall be final, binding and conclusive.

If the Company merges or consolidates with a wholly-owned subsidiary for
the purpose of reincorporating itself under the laws of another jurisdiction,
the Optionees will be entitled to acquire shares of Stock of the reincorporated
Company upon the same terms and conditions as were in effect immediately prior
to such reincorporation (unless such reincorporation involves a change in the
number of shares or the capitalization of the Company, in which case
proportional adjustments shall

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<PAGE>

be made as provided above) and the Plan, unless otherwise rescinded by the
Board, will remain the Plan of the reincorporated Company.

Except as otherwise provided in the preceding paragraph, if the Company is
merged or consolidated with another corporation, whether or not the Company is
the surviving entity, or if the Company is liquidated or sells or otherwise
disposes of all or substantially all of its assets to another entity while
unexercised Options remain outstanding under the Plan, or if other circumstances
occur in which the Board in its sole and absolute discretion deems it
appropriate for the provisions of this paragraph to apply (in each case, an
"Applicable Event"), then (a) each holder of an outstanding Option shall be
entitled, upon exercise of such Option, to receive in lieu of shares of Stock,
such stock or other securities or property as he or she would have received had
he exercised such option immediately prior to the Applicable Event; or (b) the
Board may, in its sole and absolute discretion, waive, generally or in one or
more specific cases, any limitations imposed pursuant to Section 9 so that some
or all Options from and after a date prior to the effective date of such
Applicable Event, specified by the Board, in its sole and absolute discretion,
shall be exercisable in full; or (c) the Board may, in its sole and absolute
discretion, cancel all outstanding and unexercised Options as of the effective
date of any such Applicable Event; or (d) the Board may, in its sole discretion,
convert some or all Options into options to purchase the stock or other
securities of the surviving corporation pursuant to an Applicable Event; or (e)
the Board may, in its sole and absolute discretion, assume the outstanding and
unexercised options to purchase stock or other securities of any corporation and
convert such options into Options to purchase Stock, whether pursuant to this
Plan or not, pursuant to an Applicable Event; provided, however, notice of any
such cancellation pursuant to clause (c) shall be given to each holder of an
Option not less than thirty (30) days preceding the effective date of such
Applicable Event, and provided further, however, that the Board may, in its
sole and absolute discretion, waive, generally or in one or more specific
instances, any limitations imposed pursuant to Section 9 with respect to any
Option so that such Option shall be exercisable in full or in part, as the Board
may, in its sole and absolute discretion, determine, during such thirty (30) day
period.

Except as expressly provided herein, the issue by the Company of shares of
Stock or other securities of any class or series or securities convertible into
or exchangeable or exercisable for shares of Stock or other securities of any
class or series for cash or property or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number, class or price of shares of Stock then
subject to outstanding Options.

18. AMENDMENT OR TERMINATION OF PLAN

The Board may, in its sole and absolute discretion, modify, revise or
terminate the Plan at any time and from time to time; provided, however, that
without the further approval of the holders of at least a majority of the
outstanding shares of Stock, the Board may not (a) materially increase the
benefits accruing to Optionees under the Plan or make any "modifications" as
that term is defined under Section 424(h)(3) (or its successor) of the Code if
such increase in benefits or modifications would adversely affect (i) the
availability to the Plan of the protections of Section 16(b) of the Exchange
Act, if applicable to the Company, or (ii) the qualification of the Plan or any
Options for "incentive stock option" treatment under Section 422 of the Code;
(b) change the aggregate number of shares of Stock which may be issued under
Options pursuant to the provisions

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<PAGE>

of the Plan either to any one employee or in the aggregate; or (c) change the
class of persons eligible to receive ISOs. Notwithstanding the preceding
sentence, the Board shall in all events have the power and authority to make
such changes in the Plan and in the regulations and administrative provisions
hereunder or in any outstanding Option as, in the opinion of counsel for the
Company, may be necessary or appropriate from time to time to enable any Option
granted pursuant to the Plan to qualify as an incentive stock option or such
other stock option as may be defined under the Code, as amended from time to
time, so as to receive preferential federal income tax treatment.

19. EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective and shall be deemed to have been
adopted on November 5, 1997, unless the Plan shall have terminated earlier, the
Plan shall terminate on the tenth (10th) anniversary of its effective date, and
no Option shall be granted pursuant to the Plan after the day preceding the
tenth (10th) anniversary of its effective date.

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<PAGE>

AMERICAN TOWER SYSTEMS CORPORATION

Stock Option Agreement
----------------------
Option Certificate: No.

Specific Terms of the Option
- ----------------------------

Subject to the terms and conditions hereinafter set forth and the terms and
conditions of the American Tower Systems Corporation 1997 Stock Option Plan (the
"Plan"), American Tower Systems Corporation, a Delaware corporation (the
"Company" which term shall include, unless the context otherwise clearly
requires, all Subsidiaries [as defined in the Plan] of the Company) hereby
grants the following option to purchase shares of Common Stock, par value $.01
per share (the "Stock") of the Company:

1. Name of Person to Whom the Option is granted (the "Optionee"):

2. Date of Grant of Option:

3. Number of shares of Stock:

4. Option Exercise Price (per share): $

5. Term: Subject to Section 10, this Option expires at 5:00 p.m. Eastern Time
on

6. Exercisability: Provided that on the dates set forth below the Optionee is
still employed by the Company or, if the Optionee is not
employed by the Company the Optionee is still actively
involved in the Company (as determined by the Committee)
the Option will become exercisable as follows and as
provided in Section 9 below:

Date Number of Shares Cumulative Number
---- ---------------- -----------------

American Tower Systems Corporation

By:__________________________ X_______________________
Title:____________________ (Signature of Optionee)
Date:___________________

Optionee's Address:
<PAGE>

OTHER TERMS OF THE OPTION
- -------------------------

WHEREAS, the Board of Directors (the "Board") has authorized the grant of
stock options upon certain terms and conditions set forth in the Plan and
herein; and

WHEREAS, the Compensation Committee (the "Committee") has authorized the
grant of this stock option pursuant and subject to the terms of the Plan, a copy
of which is available from the Company and is hereby incorporated herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein contained, the Company and the Optionee, intending to be
legally bound, covenant and agree as set forth on the first page hereof and as
follows:

7. Grant. Pursuant and subject to the Plan, the Company does hereby grant
-----
to the Optionee a stock option (the "Option") to purchase from the Company the
number of shares of Stock set forth in Section 3 on the first page hereof upon
the terms and conditions set forth in the Plan and upon the additional terms and
conditions contained herein. This Option is a [INCENTIVE] [NONQUALIFIED] stock
option and [IS] [IS NOT] intended to qualify for special federal income tax
treatment as an "incentive stock option" pursuant to Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

8. Option Price. This Option may be exercised at the option price per
------------
share of Stock set forth in Section 4 on the first page hereof, subject to
adjustment as provided herein and in the Plan.

9. Term and Exercisability of Option. This Option shall expire on the
---------------------------------
date determined pursuant to Section 5 on first page hereof and shall be
exercisable prior to that date in accordance with and subject to the conditions
set forth in the Plan and those conditions, if any, set forth in Section 6 on
first page hereof. If before this Option has been exercised in full, the
Optionee ceases to be an employee of the Company for any reason other than a
termination for a reason specified in Section 16 of the Plan, the Optionee may
exercise this Option to the extent that he or she might have exercised it on the
date of termination of his or her employment, but only during the period ending
on the earlier of (a) the date on which the Option expires in accordance with
Section 5 of this Agreement or (b) three (3) months after the date of
termination of the Optionee's employment with the Company. However, if the
Optionee dies before the date of expiration of this Option and while in the
employ of the Company or during the three month period described in the
preceding sentence, or in the event of the retirement of the Optionee for
reasons of disability (within the meaning of Code (S) 22(e)(3)), the Option
shall terminate only on such date of expiration. If the Optionee dies before
this Option has been exercised in full, the personal representative of the
Optionee may exercise this Option as set forth in the preceding sentence.

10. Method of Exercise. To the extent that the right to purchase shares
------------------
of Stock has accrued hereunder, this Option may be exercised from time to time
by written notice to the Company substantially in the form attached hereto as
Exhibit A, stating the number of shares with respect to which this Option is
being exercised, and accompanied by payment in full of the option price for the
number of shares to be delivered, by means of payment acceptable to the Company
in accordance with Section 10 of the Plan. As soon as practicable after its
receipt of such notice, the Company

-2-
<PAGE>

shall, without transfer or issue tax to the Optionee (or other person entitled
to exercise this Option), deliver to the Optionee (or other person entitled to
exercise this Option), at the principal executive offices of the Company or such
other place as shall be mutually acceptable, a certificate or certificates for
such shares out of theretofore authorized but unissued shares or reacquired
shares of its Stock as the Company may elect; provided, however, that the time
of such delivery may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with any applicable
requirements of law. Payment of the option price may be made in cash or cash
equivalents or, in accordance with the terms and conditions of Section 10 of the
Plan, (a) in whole or in part in shares of Common Stock of the Company, whether
or not through the attestation procedure in the Plan, or (b) in part by
promissory note of the Optionee in the form attached hereto as Exhibit B;
provided, however, that the Board reserves the right upon receipt of any written
notice of exercise from the Optionee to require payment in cash with respect to
the shares contemplated in such notice. If the Optionee (or other person
entitled to exercise this Option) fails to pay for and accept delivery of all of
the shares specified in such notice upon tender of delivery thereof, his or her
right to exercise this Option with respect to such shares not paid for may be
terminated by the Company.

11. Nonassignability of Option Rights. This Option shall not be
---------------------------------
assignable or transferable by the Optionee except by will or by the laws of
descent and distribution. During the life of the Optionee, this Option shall be
exercisable only by him or her./*/

12. Compliance with Securities Act. The Company shall not be obligated to
------------------------------
sell or issue any shares of Stock or other securities pursuant to the exercise
of this Option unless the shares of Stock or other securities with respect to
which this Option is being exercised are at that time effectively registered or
exempt from registration under the Securities Act of 1933, as amended, and
applicable state securities laws. In the event shares or other securities shall
be issued which shall not be so registered, the Optionee hereby represents,
warrants and agrees that he or she will receive such shares or other securities
for investment and not with a view to their resale or distribution, and will
execute an appropriate investment letter satisfactory to the Company and its
counsel.

13. Legends. The Optionee hereby acknowledges that the stock certificate
-------
or certificates evidencing shares of Stock or other securities issued pursuant
to any exercise of this Option will bear a legend setting forth the restrictions
on their transferability described in Section 13 hereof.

14. Rights as Stockholder. The Optionee shall have no rights as a
---------------------
stockholder with respect to any shares of Stock or other securities covered by
this Option until the date of issuance of a certificate to him or her for such
shares or other securities. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.

15. Withholding Taxes. The Optionee hereby agrees, as a condition to any
-----------------
exercise of this Option, to provide to the Company an amount sufficient to
satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the "Withholding Amount") by (a) authorizing
the Company to withhold the Withholding Amount from his or her cash
compensation,

- ------------------------
/*/ Use different language for an Option transferable to family members.

-3-
<PAGE>

or (b) remitting the Withholding Amount to the Company in cash; provided,
however, that to the extent that the Withholding Amount is not provided by one
or a combination of such methods, the Company in its sole and absolute
discretion may refuse to issue such shares of Stock or may withhold from the
shares of Stock delivered upon exercise of this Option that number of shares
having a fair market value, on the date of exercise, sufficient to eliminate any
deficiency in the Withholding Amount.

16. Notice of Disqualifying Disposition. If this Option is an incentive
-----------------------------------
stock option, the Optionee agrees to notify the Company promptly in the event
that he sells, transfers, exchanges or otherwise disposes of any shares of Stock
issued upon exercise of the Option, before the later of (i) the second
anniversary of the date of grant of the Option and (ii) the first anniversary of
the date the shares were issues upon his exercise of the Option.

17. Termination or Amendment of Plan. The Board may in its sole and
--------------------------------
absolute discretion at ant time terminate or from time to time modify and amend
the Plan, but no such termination or amendment will affect rights and
obligations under this Option.

18. Effect Upon Employment. Nothing in this Option or the Plan shall be
----------------------
construed to impose any obligation upon the Company to employ or retain in its
employ, or continue its involvement with, the Optionee.

19. Time for Acceptance. Unless the Optionee shall evidence his or her
-------------------
acceptance of this Option by execution of this Agreement within seven (7) days
after its delivery to him or her, the Option and this Agreement shall be null
and void.

20. General Provisions.
------------------

(a) Amendment; Waivers. This Agreement, including the Plan, contains
------------------
the full and complete understanding and agreement of the parties hereto as to
the subject matter hereof and may not be modified or amended, nor may any
provision hereof be waived, except by a further written agreement duly signed by
each of the parties. The waiver by either of the parties hereto of any
provision hereof in any instance shall not operate as a waiver of any other
provision hereof or in any other instance.

(b) Binding Effect. This Agreement shall inure to the benefit of and
--------------
be binding upon the parties hereto and, to the extent provided herein and in the
Plan, their respective heirs, executors, administrators, representatives,
successors and assigns.

(c) Construction. This Agreement is to be construed in accordance
------------
with the terms of the Plan. In case of any conflict between the Plan and this
Agreement, the Plan shall control. The titles of the sections of this Agreement
and of the Plan are included for convenience only and shall not be construed as
modifying or affecting their provisions. The masculine gender shall include
both sexes; the singular shall include the plural and the plural the singular
unless the context otherwise requires.

-4-
<PAGE>

(d) Governing Law. This Agreement shall be governed by and construed
-------------
and enforced in accordance with the applicable laws of the United States of
America and the law (other than the law governing conflict of law questions) of
The Commonwealth of Massachusetts except to the extent the laws of any other
jurisdiction are mandatorily applicable.

(e) Notices. Any notice in connection with this Agreement shall be
-------
deemed to have been properly delivered if it is in writing and is delivered in
hand or sent by registered mail to the party addressed as follows, unless
another address has been substituted by notice so given:

To the Optionee: To his or her address as
listed on the books of the Company.

To the Company: American Tower Systems Corporation
116 Huntington Avenue
Boston, MA 02116
Attention: Chief Financial Officer

and

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Attention: Norman A. Bikales

-5-
<PAGE>

Exhibit A to Stock Option

[FORM FOR EXERCISE OF STOCK OPTION]

American Tower Systems Corporation
116 Huntington Avenue
Boston, Massachusetts 02116

RE: Exercise of Option under American Tower Systems Corporation 1997 Stock
----------------------------------------------------------------------
Option Plan
-----------

Gentlemen:

Please take notice that the undersigned hereby elects to exercise the stock
option granted to ___________ (the "Employee") pursuant and subject to the terms
and conditions of the Stock Option Agreement between the Employee and the
Company dated as of , 199 (the "Option Agreement") by and to the
extent of purchasing shares of [CLASS A OR CLASS B] Common Stock, par
value $.01 per share, of American Tower Systems Corporation (the "Company") for
the option price of

$_____ per share.

The undersigned encloses herewith payment, in cash or in such other
property as is permitted under the Plan of the purchase price for said shares.
If the undersigned is making payment of any part of the purchase price by
- -------------------------------------------------------------------------
delivery of shares of Common Stock of the Company, he or she hereby confirms
- ----------------------------------------------------------------------------
that he or she has investigated and considered the possible income tax
- ----------------------------------------------------------------------
consequences to him or her of making such payments in that form. The
- ---------------------------------------------------------------
undersigned hereby agrees to provide the Company an amount sufficient to satisfy
the obligation of the Company to withhold certain taxes, as provided in Section
15 of the Option Agreement.

The undersigned hereby specifically confirms to American Tower Systems
Corporation that he or she is acquiring said shares for investment and not with
a view to their sale or distribution, and that said shares shall be held subject
to all of the terms and conditions of said Stock Option Agreement.

Very truly yours,

- ------------------ --------------------------------------------
Date (Signed by the Employee or other
party duly exercising option)
<PAGE>

Exhibit B to Stock Option

[FORM OF TERM NOTE IN PAYMENT OF EXERCISE PRICE OF OPTIONS]

PROMISSORY NOTE

$_____________ Date:__________

FOR VALUE RECEIVED, the undersigned (the "Payor") hereby promises to pay to
the order of American Tower Systems Corporation (the "Payee") at the principal
office of Payee in Boston, Massachusetts ON DEMAND and in any event on or before
19 the sum of ($ ) with interest from the date hereof on the
principal amount hereof from time to time unpaid at the rate of ___ percent
(___%) per annum. Interest on the outstanding principal amount hereof shall be
due and payable monthly on the last business day of each month in each year
during the term of this Note, and at maturity commencing with the month end
immediately following the date of this Note. The Payor authorizes the Payee to
withhold such interest from his regular monthly or other salary payment or other
compensation and to apply such withheld amount to interest due hereon and also
agrees to execute such instruments and other documents as the Payee may from
time to time request to reflect such right of withholding. [THE PAYOR SHALL ON
OF EACH YEAR, COMMENCING IN , PAY AN AMOUNT EQUAL TO PERCENT ( %) OF THE
ORIGINAL PRINCIPAL AMOUNT OF THIS NOTE, TOGETHER WITH ALL ACCRUED AND UNPAID
INTEREST THEREON.]

All payments on this Note shall be first applied against accrued but unpaid
interest to the extent thereof, and then to the outstanding principal amount.

The Payor shall have the right to prepay the principal amount of this Note
in whole or in part at any time without penalty, but together with all but
unpaid accrued interest on the outstanding principal amount. No such prepayment
shall affect the obligation of the Payor to make the payments required by the
last sentence of the first paragraph of this Note.

Payor shall pay principal, interest, and other amounts under, and in
accordance with the terms of, this Note, free and clear of and without deduction
for any and all present and future taxes, levies, imposts, deductions, charges,
withholdings, and all liabilities with respect thereto, excluding taxes measured
by income.

Should the indebtedness evidenced by this Note or any part thereof be
collected by legal action, or in bankruptcy, receivership or other court
proceedings, or should this Note be placed in the hands of attorneys for
collection after default, Payor agrees to pay, upon demand by Holder, in
addition to principal and interest and other sums, if any, due and payable
hereon, court costs and reasonable attorneys' fees and other reasonable
collection charges, to the maximum extent permitted by applicable law.
<PAGE>

This Note represents the obligation of the Payor to pay on an installment
basis the balance of the purchase price of shares of Common Stock of the Payee
to be issued to the Payor promptly after the date hereof (the "Shares"), plus
interest on such purchase price, pursuant to a stock option granted pursuant to
the Stock Option Agreement dated , 199 (the "Agreement").

Upon the occurrence of any of the following events (an "acceleration
event"):

(a) Failure of the Payor to perform or observe any of his obligations
under this Note or the Agreement, or acceleration of the payor's obligation
to make payment of the purchase price of the Shares pursuant to the
provisions of the Agreement; or

(b) Commencement of voluntary or involuntary proceedings in respect
of the Payor under any federal or state bankruptcy, insolvency,
receivership or other similar law; or

then, and in any such event, the holder of this Note at its election may
forthwith declare the entire principal amount of this Note, together with
accrued interest thereon, immediately due and payable, and this Note shall
thereupon forthwith become so due and payable without presentation, protest or
further demand or notice of any kind, all of which are expressly waived.

The Payor hereby waives the presentment, demand, notice of protest and all
other demands and notices in connection with delivery, acceptance, performance,
default or enforcement hereof. No delay or omission on the part of the holder of
this Note in exercising any right hereunder shall operate as a waiver of such
right or of any other right hereunder, no course of dealing between the Payor
and the holder shall operate as a waiver of any of the holder's rights hereunder
unless set forth in a writing signed by the holder, and a waiver on any one
occasion shall not be construed as a bar to or waiver of any right on any future
occasion. The Payor further agrees to pay the costs, fees and expenses
(including reasonable attorneys' fees) of collection and enforcement of this
Note.

Any provision of this Note to the contrary notwithstanding, changes in or
additions to this Note may be made, or compliance with any term, covenant,
agreement, condition or provision set forth herein may be omitted or waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the consent in writing of Holder and Payor,
and each such change, addition or waiver shall be binding upon each future
holder of the Note and Payor. Any consent may be given subject to satisfaction
of conditions stated therein.

This Note shall be binding upon and shall inure to the benefit of the Payor
and the Payee and their respective successors and assigns, including, without
limitation, successors by operation of law pursuant to any merger, consolidation
or sale of assets involving any of the parties.

This Note shall be deemed to be a contract made under and to be construed
in accordance with and governed by the applicable law of the United States of
America and the laws (other than the law governing conflict of law matters) of
The Commonwealth of Massachusetts.

-2-
<PAGE>

If the last or appointed day for taking of any action required or permitted
hereby (other than the payment of principal of or interest or premium, if any,
hereon) shall be a Saturday, Sunday or legal holiday in Boston, Massachusetts,
or a day on which banking institutions in Boston, Massachusetts are authorized
by law or executive order to close, then such action may be taken on the next
succeeding business day for banking institutions in such city.

This Note is executed as, and shall be effective as, a sealed instrument
and shall be binding upon the estate and any successor of the Payor.

Witness:________________________ ______________________________
Print Name: Print Name:

-3-
<PAGE>

Exhibit C to Stock Option
ATTESTATION FORM

Pursuant to the Notice of Exercise submitted herewith, I have elected to
purchase ________ shares of American Tower Systems Corporation (the "Company")
[Class A or Class B] Common Stock at $____ per share, as stated in the Stock
Option agreement dated __________. I hereby attest to ownership of the shares
under the certificate(s) listed below and hereby tender such shares in full or
partial payment of the total Option Price of $___________.

I also certify that I either (i) have held the shares I am tendering for at
least one year after acquiring such shares through the exercise of an ISO, or
(ii) have not obtained such shares through the exercise of an ISO.

Although the Company has not required me to make actual delivery of my
certificates, as a result of which I (and the joint owner, if any, of the shares
listed below) will retain ownership of the shares, I represent that I, with the
consent of the joint owner (if any) of the shares, have full power to deliver
and convey the certificates to the Company and therefore could have caused the
Company to become sole owner of the shares. The joint owner of the shares, by
signing this form, consents to the above representations and the exercise of the
stock option by this notice.

[Class A or Class B] No. of Shares Acquired by Date of
Common Stock Represented Stock Option Acquisition
Certificate(s) Plan Exercise
(Yes/No)
<S> <C> <C> <C>

- ---------------------- --------------- --------------- -------------

- ---------------------- --------------- --------------- -------------
</TABLE>

You are hereby instructed to apply toward the Option Price: (Check one)

The maximum number of whole shares necessary to pay the Option Price, or, if
fewer, the total number of shares represented by the listed certificate(s), with
any remaining amount to be paid by check accompanying this Attestation Form.

_____________________ of the listed shares, with any remaining amount to be paid
by check accompanying this Attestation Form.

If I have paid only a portion of the total Option Price by tendering Company
[Class A or Class B] Common Stock, enclosed herewith is a check payable to
Company in the amount of $____________ for the balance of the Option Price.

-4-

<PAGE>

EXHIBIT 23.1A

INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES

To the Board of Directors of
American Tower Systems
Corporation

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-50111 of American Tower Systems Corporation, a wholly owned subsidiary of
American Radio Systems Corporation, on Form S-1 of our report on the
consolidated financial statements of American Tower Systems Corporation dated
March 6, 1998 (March 27, 1998 as to the sixth paragraph of Note 1 and the
second paragraph of Note 4), appearing in the Prospectus, which is a part of
this Registration Statement, and to the reference to us under the heading
"Experts" in such Prospectus.

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-50111 of American Tower Systems Corporation on Form S-1 of our report on
the consolidated financial statements and related financial statement schedule
of American Radio Systems Corporation dated March 6, 1998 (March 27, 1998 as
to Note 3), appearing in Appendix A to the Prospectus, which is a part of this
Registration Statement.

Our audits of the consolidated financial statements referred to in our
aforementioned report also included the financial statement schedules of
American Tower Systems Corporation, listed in Item 16. These financial
statement schedules are the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits. In our opinion,
such financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Boston, Massachusetts

May 5, 1998
<PAGE>

EXHIBIT 23.1B

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-50111 of American Tower Systems Corporation on Form S-1 of our report on
the financial statements of Diablo Communications, Inc. dated November 4,
1997, appearing in the Prospectus, which is part of this Registration
Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
San Francisco, California

May 5, 1998
<PAGE>

EXHIBIT 23.1C

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-50111 of American Tower Systems Corporation on Form S-1 of our report on
the combined financial statements of Meridian Communications dated October 31,
1997, appearing in the Prospectus, which is part of this Registration
Statement

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Long Beach, California

May 5, 1998
<PAGE>

EXHIBIT 23.1D

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-50111 of American Tower Systems Corporation on Form S-1 of our report on
the financial statements of Gearon & Co., Inc. dated February 27, 1998,
appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Atlanta, Georgia

May 5, 1998
<PAGE>

EXHIBIT 23.1E

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-50111 of American Tower Systems Corporation on Form S-1 of our report on
the financial statements of OPM-USA-INC. dated March 2, 1998, appearing in the
Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP
Boston, Massachusetts

May 5, 1998