<PAGE>
As filed with the Securities and Exchange Commission on February 3, 1999
Registration No. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN TOWER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 4899 65-0723837
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction Classification Code Number) Identification No.)
of incorporation or
organization)
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 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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<TABLE>
<S> <C>
Copy to: Copy 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
</TABLE>
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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 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] 333-70881
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
<TABLE>
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<CAPTION>
Proposed Maximum Proposed Maximum
Proposed Maximum Offering Price Aggregate
Title of Each Class of Amount to be Per Offering Amount of
Securities to be Registered Registered Security Price Registration Fee
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<S> <C> <C> <C> <C>
Class A Common Stock, $.01 par
value .................. 3,647,000 $25.0 $91,175,000 $25,347
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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.
333-70881 are hereby incorporated by reference.
<PAGE>
Exhibits
<TABLE>
<CAPTION>
Exhibit Exhibit File
No. Description of Document No.
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<C> <S> <C>
5 Opinion of Sullivan & Worcester LLP.................. Filed herewith
as Exhibit 5
23.0 Consents of Sullivan & Worcester LLP................. Contained in
the opinion of
Sullivan &
Worcester LLP
filed as part
of Exhibit 5
23.1 Independent Auditors' Consent--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 Ernst & Young LLP......................... Filed herewith
as Exhibit 23.4
23.5 Consent of KPMG LLP ................................. Filed herewith
as Exhibit 23.5
23.6 Consent of Bill Mitts, Inc........................... Filed herewith
as Exhibit 23.6
23.7 Consent of Arthur Andersen LLP....................... Filed herewith
as Exhibit 23.7
23.8 Consent of Gollob, Morgan, Peddy & Co., P.C.......... Filed herewith
as Exhibit 23.8
23.9 Consent of KPMG LLP.................................. Filed herewith
as Exhibit 23.9
23.10 Consent of Ernst & Young LLP......................... Filed herewith
as Exhibit 23.10
23.11 Consent of KPMG LLP.................................. Filed herewith
as Exhibit 23.11
24 Power of Attorney.................................... (Filed as page
II-7 of the
Registration
Statement*)
99.1 Consent of Director Nominee, Jack D. Furst........... (Exhibit 99.1*)
99.2 Consent of Director Nominee, Dean H. Eisner.......... (Exhibit 99.2*)
</TABLE>
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* These exhibits were previously filed with the Registration Statement No.
333-70881 of American Tower Corporation.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 3rd day of February, 1999.
AMERICAN TOWER CORPORATION
By: /s/ Steven B. Dodge*
-------------------------------------
Steven B. Dodge
Chairman of the Board,
President and Chief Executive
Officer
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven B. Dodge* Chairman, President, Chief February 3, 1999
____________________________________ Executive Officer and
Steven B. Dodge Director
/s/ Joseph L. Winn* Chief Financial Officer and February 3, 1999
____________________________________ Treasurer
Joseph L. Winn
/s/ Justin D. Benincasa Vice President and Corporate February 3, 1999
____________________________________ Controller
Justin D. Benincasa
*Individually and as Attorney-in-
Fact
/s/ Alan L. Box* Executive Vice President and February 3, 1999
____________________________________ Director
Alan L. Box
/s/ Arnold L. Chavkin* Director February 3, 1999
____________________________________
Arnold L. Chavkin
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ J. Michael Gearon, Jr.* Executive Vice President and February 3, 1999
____________________________________ Director
J. Michael Gearon Jr.
/s/ Randall Mays* Director February 3, 1999
____________________________________
Randall Mays
/s/ Fred Lummis* Director February 3, 1999
____________________________________
Fred Lummis
/s/ Thomas H. Stoner* Director February 3, 1999
____________________________________
Thomas H. Stoner
/s/ Maggie Wilderotter* Director February 3, 1999
____________________________________
Maggie Wilderotter
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Exhibit File
No. Description of Document No.
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<C> <S> <C>
5 Opinion of Sullivan & Worcester LLP.................. Filed herewith
as Exhibit 5
23.0 Consents of Sullivan & Worcester LLP................. Contained in
the opinion of
Sullivan &
Worcester LLP
filed as part
of Exhibit 5
23.1 Independent Auditors' Consent--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 Ernst & Young LLP......................... Filed herewith
as Exhibit 23.4
23.5 Consent of KPMG LLP.................................. Filed herewith
as Exhibit 23.5
23.6 Consent of Bill Mitts, Inc. ......................... Filed herewith
as Exhibit 23.6
23.7 Consent of Arthur Andersen LLP....................... Filed herewith
as Exhibit 23.7
23.8 Consent of Gollob, Morgan, Peddy & Co., P.C.......... Filed herewith
as Exhibit 23.8
23.9 Consent of KPMG LLP ................................. Filed herewith
as Exhibit 23.9
23.10 Consent of Ernst & Young LLP ........................ Filed herewith
as Exhibit 23.10
23.11 Consent of KPMG LLP.................................. Filed herewith
as Exhibit 23.11
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Exhibit File
No. Description of Document No.
------- ----------------------- --------------
<C> <S> <C>
24 Power of Attorney...................................... (Filed as page
II-7 of the
Registration
Statment*)
99.1 Consent of Director Nominee, Jack D. Furst............. (Exhibit
99.1*)
99.2 Consent of Director Nominee, Dean H. Eisner............ (Exhibit
99.2*)
</TABLE>
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* Theses exhibits were previously filed with the Registration Statement No.
333-70881 of American Tower Corporation.
<PAGE>
Exhibit 5
February 3, 1999
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, a Delaware
corporation ("American Tower"), of 27,000,000 shares (the "Shares") of its
Class A Common Stock, par value $.01 per share (the "Class A Common Stock"),
25,700,000 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 1,300,000 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,
200,000,000 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 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 and Credit Suisse First Boston
Corporation, BT Alex. Brown Incorporated, Lehman Brothers Inc., Morgan Stanley
& Co. Incorporated, Salomon Smith Barney Inc., Bear, Stearns & Co. Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and NationsBanc Montgomery
Securities LLC, 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 LLP
Sullivan & Worcester LLP
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement of American Tower
Corporation on Form S-1, filed pursuant to Rule 462(b), of the following
reports appearing in the Prospectus included in Registration Statement No. 333-
70881 of American Tower Corporation on Form S-1, which is incorporated by
reference into this Registration Statement:
(1) Our report dated March 6, 1998 (except for Note 4, as to which the date is
March 27, 1998) on the consolidated financial statements of American Tower
Systems Corporation and subsidiaries, a wholly owned subsidiary of American
Radio Systems Corporation;
(2) Our report dated October 31, 1997 on the combined financial statements of
Meridian Communications;
(3) Our report dated February 27, 1998 on the financial statements of Gearon &
Co., Inc.;
(4) Our report dated March 2, 1998 on the financial statements of OPM-USA-INC.;
and
(5) Our report dated November 4, 1997 on the financial statements of Diablo
Communications, Inc.
We also consent to the incorporation by reference into this Registration
Statement of the reference to us under the heading "Experts" in such
Prospectus.
Our audits of the financial statements of American Tower Systems Corporation
and subsidiaries referred to in our aforementioned report also included the
financial statement schedules of American Tower Systems Corporation and
subsidiaries. These financial statement schedules are the responsibility of the
management of American Tower Systems Corporation and subsidiaries. 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
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
Deloitte & Touche LLP
Boston, Massachusetts
February 3, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the use of
our report and to all references to our Firm incorporated by reference into
this Registration Statement filed pursuant to Rule 462(b) from Registration
Statement No. 333-70881 of American Tower Corporation.
/s/ Pressman Ciocca Smith LLP
Hatboro, Pennsylvania
February 3, 1999
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference into this Registration Statement
of American Tower Corporation on Form S-1 filed pursuant to Rule 462(b) of our
report dated February 7, 1997 and October 9, 1997 as to note 9 to the financial
statements (relating to the financial statements of Diablo Communications of
Southern California, Inc.) appearing in the Prospectus included in Registration
Statement No. 333-70881 of American Tower Corporation on Form S-1.
We also consent to the incorporation by reference into this Registration
Statement of the reference to us under the headings "Experts" in such
Prospectus.
Rooney, Ida, Nolt & Ahern
Certified Public Accountants
Oakland, California
February 3, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated March 19, 1998, with respect to the financial
statements of TeleCom Towers, L.L.C. at December 31, 1997 and for the three
months then ended, and the financial statements of Telecom Southwest Towers
Limited Partnership, Telecom Towers Mid-Atlantic Limited Partnership and
Telecom Towers of the West, L.P. at December 31, 1997 and for the years then
ended incorporated by reference into this Registration Statement filed pursuant
to 462(b) from the Registration Statement (Form S-1 No. 333-70881) and related
Prospectus of American Tower Corporation.
/s/ Ernst & Young LLP
Vienna, Virginia
February 2, 1999
<PAGE>
EXHIBIT 23.5
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 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, and the reference to our firm under
the heading "Experts" incorporated in this Registration Statement filed
pursuant to Rule 462(b) from the Registration Statement No. 333-70881 of
American Tower Corporation.
/s/ KPMG LLP
Houston, Texas
February 3, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF BILL MITTS, INC.
I consent to the reference to our firm under the caption "Experts" and to the
inclusion of our report dated May 8, 1997 with respect to the statements of
earnings, changes in stockholders' equity and cash flows of Novak & Lackey
Construction Co., Inc. as of June 30, 1996 incorporated by reference into this
Registration Statement filed pursuant to Rule 462(b) from the Registration
Statement No. 333-70881 of American Tower Corporation.
/s/ Bill Mitts, Inc.
Oklahoma City, Oklahoma
February 3, 1999
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our firm included in or made a part of this
Registration Statement filed pursuant to Rule 462(b) through incorporation by
reference to Registration Statement No. 333-70881 of American Tower
Corporation.
/s/ Arthur Andersen LLP
Atlanta, Georgia
February 3, 1999
<PAGE>
EXHIBIT 23.8
INDEPENDENT AUDITOR'S CONSENT
We consent to the reference to our firm under the caption "Experts" and to the
use of our reports with respect to the financial statements of Telecom
Southwest Towers Limited Partnership, Telecom Towers Mid-Atlantic Limited
Partnership, and Telecom Towers of the West, L.P. incorporated by reference
into this Registration Statement filed pursuant to Rule 462(b) from the
Registration Statement No. 333-70881 and related Prospectus of American Tower
Corporation.
/s/ Gollob, Morgan, Peddy & Co.,
P.C.
By: _________________________________
Gollob, Morgan, Peddy & Co., P.C.
Tyler, Texas
February 3, 1999
<PAGE>
EXHIBIT 23.9
ACCOUNTANTS' CONSENT
The Board of Directors
RCC Consultants, Inc.
We consent to the use of our reports and to the reference to our firm under the
heading "Experts" incorporated by reference into this Registration Statement
filed pursuant to Rule 462(b) from the Registration Statement No. 333-70881 of
American Tower Corporation.
/s/ KPMG LLP
Princeton, New Jersey
February 2, 1999
<PAGE>
EXHIBIT 23.10
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated September 16, 1998, with respect to the consolidated
financial statements of OmniAmerica, Inc. (formerly Specialty Teleconstructors,
Inc.) incorporated by reference into this Registration Statement filed by
American Tower Corporation pursuant to Rule 462(b) from the Registration
Statement (Form S-1 No. 333-70881) and related Prospectus of American Tower
Corporation.
/s/ Ernst & Young LLP
Dallas, Texas
February 2, 1999
<PAGE>
EXHIBIT 23.11
The Board of Directors
American Tower Corporation:
We consent to the use of our report dated August 29, 1997, related to the
consolidated financial statements of OmniAmerica, Inc. and subsidiaries
(formerly Specialty Teleconstructors, Inc.) as of June 30, 1997 and for each of
the years in the two year period ended June 30, 1997, and to the reference to
our firm under the heading "Experts" incorporated by reference into this
Registration Statement filed pursuant to Rule 462(b) from the Registration
Statement No. 333-70881 of American Tower Corporation.
/s/ KPMG LLP
Albuquerque, New Mexico
February 3, 1999
