AMERICAN TOWER CORP /MA/
8-K, 1999-02-12
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                      February 12, 1999 (February 9, 1999)

                           AMERICAN TOWER CORPORATION
             (Exact name of registrant as specified in its charter)

           Delaware                  001-14195              65-0723837
(State or Other Jurisdiction        (Commission            (IRS Employer
      of Incorporation)             File Number)           Identification No.)




          116 Huntington Avenue
        Boston, Massachusetts                                      02116 
  (Address of Principal Executive Offices)                      (Zip Code)




                                 (617) 375-7500
              (Registrant's telephone number, including area code)

<PAGE>



Item 5.  Other Events.

On  February  9,  1999,  American  Tower  Corporation  ("ATC" or the  "Company")
completed a public offering of 27,000,000  shares of Class A Common Stock,  $.01
par value per share (the "Class A Common  Stock")  (including  1,700,000  shares
sold by the  Company  pursuant  to the  exercise  in  full of the  underwriters'
over-allotment option) at $25.00 per share. Certain selling stockholders sold an
additional  1,300,000  shares in the offering.  Credit  Suisse First Boston,  BT
Alex. Brown, Lehman Brothers,  Morgan Stanley Dean Witter, Salomon Smith Barney,
Bear,  Stearns  & Co.  Inc.,  Merrill  Lynch & Co.  and  NationsBanc  Montgomery
Securities  LLC were the  underwriters  of the  Class A  Common  Stock.  The net
proceeds  to the  Company  were $619.3  million.  The  Company  will use the net
proceeds  from the  offering  to finance  construction  activities,  pending and
future acquisitions, and general working capital purposes. For more information,
see the ATC press release,  dated February 10, 1999, which is attached  herewith
as Exhibit 99.1

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

      (c) Exhibits.

         Exhibit 1.1  - Underwriting  Agreement,  dated as of  February  3,
                        1999,  by and among ATC and the  Representatives  of the
                        Underwriters.*

         Exhibit 99.1 - Press Release of ATC, dated February 10, 1999.


         * Filed  as  Exhibit  1.1 to  Amendment  No.  1 to  ATC's  Registration
Statement on Form S-1 filed on February 3, 1998 (File No. 333-70881).




<PAGE>




                                   SIGNATURES


      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                           AMERICAN TOWER CORPORATION
                                           (Registrant)
                                      
                                      
Date: February 12, 1999                    By: /s/ Justin D. Benincasa
                                              Name: Justin D. Benincasa
                                              Title: Vice President and 
                                                     Corporate Controller
                                      
                            




                                                                  EXHIBIT 99.1

                       


                           AMERICAN TOWER CORPORATION
                               PUBLIC OFFERING OF
              27,000,000 SHARES OF COMMON STOCK AT $25.00 PER SHARE

                           Contact:  Joseph L. Winn, Chief Financial Officer or
                                   Emily Farina, Director of Investor Relations
                                                     Telephone:  (617) 375-7500


Boston,  Massachusetts - February 10, 1999 - American Tower  Corporation  (NYSE:
AMT) announced the closing of a public offering of 27,000,000  shares of Class A
Common Stock at $25.00.  Of the total number of shares,  25,700,000  shares were
sold by the Company (of which 1,700,000  shares  represented the exercise of the
underwriters' option to purchase shares to cover  over-allotments) and 1,300,000
shares were sold by certain selling stockholders. Credit Suisse First Boston, BT
Alex. Brown, Lehman Brothers,  Morgan Stanley Dean Witter, Salomon Smith Barney,
Bear,  Stearns  & Co.  Inc.,  Merrill  Lynch & Co.  and  NationsBanc  Montgomery
Securities LLC were the underwriters of the Class A Common Stock.

The net  proceeds to the Company  from the  offering  were $619.3  million.  The
Company  will use the net  proceeds  from the  offering to finance  construction
activities,  pending  and  future  acquisitions,  and  general  working  capital
purposes.

Copies of a Final  Prospectus may be obtained from the Prospectus  Department of
Credit Suisse First Boston, 11 Madison Avenue, New York, NY 10010.

American  Tower  Corporation  is a leading  independent  owner and  operator  of
broadcast and wireless  communications  sites in the United  States and,  giving
effect to pending transactions, will operate more than 3,200 towers in 44 states
and the  District  of  Columbia.  Based in Boston,  the  Company  has a national
footprint  with  regional  hubs in Boston,  Atlanta,  Chicago,  Houston  and San
Francisco.

                                       ***

         This press release  contains  "forward-looking  statements"  concerning
future  expectations,  plans or  strategies  that  involve a number of risks and
uncertainties.  The Company wishes to caution  readers that certain  factors may
have  affected  the  Company's  actual  results  and  could  cause  results  for
subsequent   periods  to  differ   materially   from  those   expressed  in  any
forward-looking  statement  made by or on behalf of the  Company.  Such  factors
include,  but  are not  limited  to (i)  substantial  capital  requirements  and
leverage   principally  as  a  consequence  of  its  ongoing   acquisitions  and
construction  activities,  (ii) dependence on demand for wireless communications
and  implementation  of digital  television,  (iii) the success of the Company's
tower construction program, and (iv) the successful  operational  integration of
the Company's  business  acquisitions.  The Company  undertakes no obligation to
update  forward-looking  statements to reflect subsequently  occurring events or
circumstances.

                                      # # #

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116 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02116 617/375-7500 FAX 617/375-7575


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