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):
September 21, 1999 (September 21, 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
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(Address of Principal Executive Offices) (Zip Code)
(617) 375-7500
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On September 21, 1999, American Tower Corporation (the "Company") announced that
it proposes to issue private placements of $250 million of Convertible Notes due
2009 with an option to issue an additional $50 million principal amount of Notes
(the "Standard Notes") and $350 million of Convertible Notes due 2009 with an
option to issue an additional $35 million principal amount of Notes (the
"Discount Notes", and collectively with the Standard Notes, the "Notes"). The
Standard and Discount Notes will be convertible to Class A Common Stock at the
option of the holder at a price to be determined. The Company expects to
complete the issuance of the private placements in September, 1999. The Notes
have not been registered under the Securities Act of 1933, as amended, or under
applicable state securities laws, and unless so registered, may not be offered
or sold in the United States, except pursuant to an applicable exemption from
the registration requirement of the Securities Act of 1933, as amended, and
applicable state securities laws. For more information see the Company's press
release, dated September 21, 1999, which is attached herewith as Exhibit 99.1
and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 99.1 - Press Release, dated as of September 21, 1999.
<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: September 21, 1999 By: /s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and Corporate Controller
EXHIBIT 99.1
[American Tower Corporation logo]
ATC Contact: Anne Alter
Director of Investor Relations
Telephone: (617) 375-7500
FOR IMMEDIATE RELEASE
American Tower Corporation Announces Proposal to Issue Private Placements
Boston, Massachusetts - September 21, 1999 - American Tower Corporation (NYSE:
AMT) announced today that it proposes to issue private placements of $250
million of Convertible Notes due 2009 with an option to issue an additional $50
million principal amount of Notes (the "Standard Notes") and $350 million of
Convertible Notes due 2009 with an option to issue an additional $35 million
principal amount of Notes (the "Discount Notes").
The Standard and Discount Notes will be convertible to Class A Common Stock at
the option of the holder at a price to be determined. The Company expects to
complete the issuance of the private placements in September, 1999.
The Notes have not been registered under the Securities Act of 1933, as amended,
or under applicable state securities laws, and unless so registered, may not be
offered or sold in the United States, except pursuant to an applicable exemption
from the registration requirement of the Securities Act of 1933 as amended, and
applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy the Notes. This press release is being issued pursuant to and in
accordance with Rule 135c under the Securities Act of 1933, as amended.
American Tower is the leading independent owner, operator and developer of
broadcast and wireless communications sites in North America. Giving effect to
pending transactions, American Tower operates approximately 9,400 towers in the
United States and Mexico, including more than 8,300 owned or leased towers and
over 1,100 managed sites. Giving effect to pending transactions, American
Tower's portfolio includes over 195 broadcast tower sites in the U.S. and
approximately 200 broadcast tower sites in Mexico. Based in Boston, American
Tower has a U.S. footprint of approximately 9,200 sites, with regional hub
offices in Boston, Atlanta, Chicago, Houston and San Francisco. Through its
wholly owned subsidiary, ATC Teleports, Inc., American Tower also owns and
operates, giving effect to pending transactions, over 110 satellite antennas in
various locations across the United States. For more information about American
Tower Corporation and ATC Teleports, please visit our web sites
www.americantower.com and www.atcteleports.com.
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,
use of satellites for internet data transmission, 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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American Tower Corporation 116 Huntington Avenue, Boston, Massachusetts
(617) 375-7500 FAX (617) 375-7575 www.americantower.com
