<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1998
REGISTRATION NO. 333-52481
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
AMERICAN TOWER CORPORATION
(FORMERLY AMERICAN TOWER SYSTEMS CORPORATION)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 4899 65-072383
(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)
----------------
STEVEN B. DODGE
AMERICAN TOWER 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)
----------------
COPIES TO:
NORMAN A. BIKALES, ESQ. JOHN T. BOSTELMAN, ESQ.
SULLIVAN & WORCESTER LLP SULLIVAN & CROMWELL
ONE POST OFFICE SQUARE 125 BROAD STREET
BOSTON, MASSACHUSETTS 02109 NEW YORK, NEW YORK 10004
----------------
Approximate date of commencement of proposed sale to the public: immediately
_______________________________________________________________________________
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. [_]
If this form is filed pursuant 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. [X] Registration
Statement No. 333-52481
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,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM
SECURITIES TO BE REG- TO BE OFFERING PRICE AGGREGATE AMOUNT OF
ISTERED REGISTERED PER SECURITY OFFERING PRICE REGISTRATION FEE
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Class A Common Stock,
$.01 par value........ 2,984,272 $23.50 $70,130,392 $20,689
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</TABLE>
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<PAGE>
EXPLANATORY STATEMENT
This registration statement is being filed pursuant to Rule 462(b) and
General Instruction V of Form S-1. The contents of Registration Statement No.
333-52481 are hereby incorporated by reference.
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT EXHIBIT FILE NO.
----------- ------------------------------------------------------- ------------------------
<C> <C> <S>
5 Filed herewith as
Opinion of Sullivan & Worcester LLP ................... Exhibit 5
23.0 Consents of Sullivan & Worcester LLP................... Contained in the opinion
of Sullivan & Worcester
LLP filed herewith as
part of Exhibit 5
23.1 Filed herewith as
Independent Auditor's Consents--Deloitte & Touche LLP.. Exhibit 23.1
23.2 Filed herewith as
Consent of Pressman Ciocca Smith LLP................... Exhibit 23.2
23.3 Filed herewith as
Consent of Rooney, Ida, Nolt & Ahern................... Exhibit 23.3
23.4 Filed herewith as
Consent of KPMG Peat Marwick LLP....................... Exhibit 23.4
23.5 Filed herewith as
Consent of Ernst & Young LLP........................... Exhibit 23.5
24 Powers of Attorney..................................... Incorporated by
reference from Exhibit 5
of Registration
Statement No. 333-52481
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 1st day of July 1998.
AMERICAN TOWER CORPORATION
/s/ Steven B. Dodge*
By: __________________________________
STEVEN B. DODGE
CHAIRMAN OF THE BOARD,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
<TABLE>
<S> <C>
SIGNATURE TITLE
DATE
/s/ Steven B. Dodge* Chairman, President, July 1, 1998
- -------------------------------- Chief Executive
STEVEN B. DODGE Officer and Director
/s/ Joseph L. Winn* Chief Financial Officer July 1, 1998
- --------------------------------
JOSEPH L. WINN
/s/ Justin D. Benincasa Vice President and July 1, 1998
- -------------------------------- Corporate Controller
JUSTIN D. BENINCASA
*Individually and as
Attorney-in-Fact
/s/ Alan L. Box* Executive Vice July 1, 1998
- -------------------------------- President and Director
ALAN L. BOX
/s/ Arnold L. Chavkin* Director July 1, 1998
- --------------------------------
ARNOLD L. CHAVKIN
/s/ J. Michael Gearon, Jr.* Executive Vice July 1, 1998
- -------------------------------- President and Director
J. MICHAEL GEARON, JR.
/s/ Thomas H. Stoner* Director July 1, 1998
- --------------------------------
THOMAS H. STONER
/s/ Fred R. Lummis* Director July 1, 1998
- --------------------------------
FRED R. LUMMIS
/s/ Randall Mays* Director July 1, 1998
- --------------------------------
RANDALL MAYS
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF DOCUMENT EXHIBIT FILE NO. PAGE
----------- ------------------------------------------------------- ------------------------ ----
<C> <C> <S> <C>
5 Filed herewith as
Opinion of Sullivan & Worcester LLP ................... Exhibit 5
23.0 Consents of Sullivan & Worcester LLP................... Contained in the opinion
of Sullivan & Worcester
LLP filed herewith as
part of Exhibit 5
23.1 Independent Auditor's Consents--Deloitte & Touche LLP.. Filed herewith as
Exhibit 23.1
23.2 Consent of Pressman Ciocca Smith LLP................... Filed herewith as
Exhibit 23.2
23.3 Consent of Rooney, Ida, Nolt & Ahern................... Filed herewith as
Exhibit 23.3
23.4 Consent of KPMG Peat Marwick LLP....................... Filed herewith as
Exhibit 23.4
23.5 Consent of Ernst & Young LLP........................... Filed herewith as
Exhibit 23.5
24 Powers of Attorney..................................... Incorporated by
reference
from Exhibit 5 of
Registration Statement
No. 333-52481
</TABLE>
<PAGE>
Exhibit 5
<TABLE>
<S> <C> <C>
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
</TABLE>
July 1, 1998
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended (the "Securities Act"), by American Tower Corporation (formerly American
Tower Systems Corporation), a Delaware Corporation ("American Tower"), of
31,736,898 shares (the "Shares") of its Class A Common Stock, par value $.01 per
share (the "Class A Common Stock"), 27,861,987 of which Shares (including those
of which may be issued pursuant to the over-allotment option contained in the
Registration Statement hereinafter referred to) are to be offered by American
Tower and 3,874,911 of which Shares are to be offered by the Selling
Stockholders (described in the Registration Statement), the following opinion is
furnished to you to be filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 5 to American Tower's registration statement on Form S-
1 (the "Registration Statement").
We have acted as counsel to American Tower in connection with the
preparation of the Registration Statement, and we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, corporate records, certificates and statements of
officers and accountants of American Tower, and of public officials, and such
other documents as we have considered relevant and necessary in order to furnish
the opinion hereinafter set forth. We express no opinion herein as to any laws
other than the General Corporation Law of the State of Delaware.
The authorized capital stock of American Tower consists of 20,000,000
shares of preferred stock, par value $.01 per share (the "Preferred Stock"), the
relative designations, preferences, rights and restrictions of which are to be
designated from time to time by the Board of Directors of American Tower,
300,000,000 shares of Class A Common Stock, 50,000,000 shares of Class B Common
Stock, par value $.01 per share, and 10,000,000 shares of Class C Common Stock,
par value $.01 per share (collectively, the "Common Stock").
Based on and subject to the foregoing, we are of the opinion that: (a) the
Shares have been duly and validly authorized by American Tower; (b) with respect
to the Shares to be
<PAGE>
American Tower Corporation
July 1, 1998
Page 2
offered by the Selling Stockholders, all necessary actions on the part of
American Tower in connection with the issuance of said Shares have been taken
and said Shares are validly issued, fully paid and non-assessable; and (c) with
respect to the Shares to be offered by American Tower, all necessary actions on
the part of American Tower in connection therewith have been taken and, upon
delivery to the underwriters against payment therefor in accordance with the
terms of the Underwriting Agreement to be entered into among American Tower, the
Selling Stockholders, Credit Suisse First Boston Corporation, BT Alex. Brown
Incorporated, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated, Bear,
Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and
Smith Barney Inc., said Shares will be validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under the
caption "Validity of the Shares." In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act or under the Rules and Regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester
SULLIVAN & WORCESTER LLP
<PAGE>
EXHIBIT 23.1A
INDEPENDENT AUDITORS' CONSENT AND REPORT ON SCHEDULES
To the Board of Directors of
American Tower Corporation
We consent to the use in this Registration Statement of American Tower
Corporation (formerly American Tower Systems Corporation) on Form S-1, filed
pursuant to Regulation 462(b), of our report 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 included in Amendment No. 3 to Registration
Statement No. 333-52481 of American Tower Corporation on Form S-1, which is
incorporated into this Registration Statement, and to the reference to us
under the heading "Experts" in such Prospectus.
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 to Registration
Statement No. 333-52481. 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
Deloittte & Touche LLP
Boston, Massachusetts
July 1, 1998
<PAGE>
EXHIBIT 23.1B
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of American Tower
Corporation (formerly American Tower Systems Corporation) on Form S-1, filed
pursuant to Regulation 462(b), of our report on the financial statements of
Diablo Communications, Inc. dated November 4, 1997, appearing in the
Prospectus included in Amendment No. 3 to Registration Statement No. 333-52481
of American Tower Corporation on Form S-1, which is incorporated into 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
July 1, 1998
<PAGE>
EXHIBIT 23.1C
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of American Tower
Corporation (formerly American Tower Systems Corporation) on Form S-1, filed
pursuant to Regulation 462(b), of our report on the financial statements of
Meridian Communications dated October 31, 1997, appearing in the Prospectus
included in Amendment No. 3 to Registration Statement No. 333-52481 of
American Tower Corporation on Form S-1, which is incorporated into 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
July 1, 1998
<PAGE>
EXHIBIT 23.1D
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of American Tower
Corporation (formerly American Tower Systems Corporation) on Form S-1, filed
pursuant to Regulation 462(b), of our report on the financial statements of
Gearon & Co., Inc. dated February 27, 1998, appearing in the Prospectus
included in Amendment No. 3 to Registration Statement No. 333-52481 of
American Tower Corporation on Form S-1, which is incorporated into 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
July 1, 1998
<PAGE>
EXHIBIT 23.1E
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of American Tower
Corporation (formerly American Tower Systems Corporation) on Form S-1, filed
pursuant to Regulation 462(b), of our report on the financial statements of
OPM-USA-INC. dated March 2, 1998, appearing in the Prospectus included in
Amendment No. 3 to Registration Statement No. 333-52481 of American Tower
Corporation on Form S-1, which is incorporated into 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
July 1, 1998
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of American Tower
Corporation (formerly American Tower Systems Corporation) on Form S-1, filed
pursuant to Regulation 462(b), of our report on the financial statements of
MicroNet, Inc. and affiliates sold to American Towers Systems, Inc. dated
February 26, 1998, appearing in the Prospectus included in Amendment No. 3 to
Registration Statement No. 333-52481 of American Tower Corporation on Form S-
1, which is incorporated into this Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Pressman Ciocca Smith LLP
Hatboro, Pennsylvania
July 1, 1998
1
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of American Tower
Corporation (formerly American Tower Systems Corporation) on Form S-1, filed
pursuant to Regulation 462(b), of our report on the financial statements of
Diablo Communications of Southern California, Inc. dated February 7, 1997 and
October 22, 1997 as to note 9 to the financial statements, appearing in the
Prospectus included in Amendment No. 3 to Registration Statement No. 333-52481
of American Tower Corporation on Form S-1, which is incorporated into this
Registration Statement.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
Rooney, Ida, Nolt & Ahern
Certified Public Accountants
Oakland, California
July 1, 1998
<PAGE>
EXHIBIT 23.4
The Board of Directors
American Tower Corporation
We consent to the use of our report dated January 23, 1998, related to the
consolidated financial statements of the former 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, included in Amendment No. 3 to
Registration Statement No. 333-52481 of American Tower Corporation on Form S-
1, which is incorporated into this Registration Statement. We also consent to
the reference to our firm under the heading "Experts" in the Registration
Statement.
/s/ KPMG Peat Marwick LLP
Houston, Texas
July 1, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in this Registration Statement of American Tower
Corporation (formerly American Tower Systems Corporation) on Form S-1, filed
pursuant to Regulation 462(b), of our report dated January 13, 1998 (except
Note 7, as to which the date is January 27, 1998), with respect to the
financial statements of Tucson Communications Company appearing in the
Prospectus included in Amendment No. 3 to Registration Statement No. 333-52481
of American Tower Corporation on Form S-1, which is incorporated by reference
into this Registration Statement.
We also consent to the reference to our firm under the caption "Experts" in
such Prospectus.
/s/ Ernst & Young LLP
San Diego, California
June 29, 1998
