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 9, 2000 (February 1, 2000)
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 1, 2000 and February 7, 2000, American Tower Corporation issued
the press releases attached hereto, respectively, as Exhibits 99.1 and 99.2.
Item 7. Exhibits.
Exhibit 99.1 - Press Release, dated as of February 1, 2000.
Exhibit 99.2 - Press Release, dated as of February 7, 2000.
<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 9, 2000 By: /s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and Corporate Controller
EXHIBIT 99.1
[American Tower Logo]
Contact: Anne Alter
Director of Investor Relations
Telephone: (617) 375-7500
FOR IMMEDIATE RELEASE
AMERICAN TOWER CORPORATION
REGISTERS CLASS A COMMON STOCK OFFERING
Boston, Massachusetts - February 1, 2000 - American Tower Corporation (NYSE:
AMT) announced today that it has filed a registration statement with the
Securities and Exchange Commission to register the public offering of 8,500,000
shares of Class A Common Stock by the Company (exclusive of an over-allotment
option of 1,275,000 shares which the Company has granted to the underwriters).
The offering price per share will be determined based on the current market
price of the Class A Common Stock. Proceeds from the offering will be used by
the Company to repay bank borrowings, finance tower acquisitions, finance
construction projects and for general working capital purposes. Credit Suisse
First Boston is the lead underwriter for the offering.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Copies of a Preliminary Prospectus may be obtained from the Prospectus
Department of Credit Suisse First Boston, 11 Madison Avenue, New York, NY 10010.
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 10,400 sites in the
United States and Mexico, including approximately 300 broadcast tower sites. Of
the 10,400 sites, approximately 9,000 are owned or leased towers and
approximately 1,400 are managed and lease/sublease sites. Based in Boston,
American Tower has regional hub offices in Boston, Atlanta, Chicago, Houston,
San Francisco and Mexico City. For more information about American Tower
Corporation, please visit our web site www.americantower.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 02116
(617) 375-7500 FAX (617) 375-7575 www.americantower.com
EXHIBIT 99.2
[American Tower 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 - February 7, 2000 - American Tower Corporation (NYSE:
AMT) announced today that it proposes to make a private placement of $300
million of Convertible Notes due 2010 with an option granted to the initial
purchasers for an additional $50 million principal amount of Notes. The 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 private placement in
February, 2000. The Company also announced that, due to prospective timing
delays, it intends to withdraw its registration statement related to the
offering of 8.5 million shares of Class A Common Stock filed on February 3,
2000.
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 10,400 sites in the
United States and Mexico, including approximately 300 broadcast tower sites. Of
the 10,400 sites, approximately 9,000 are owned or leased towers and
approximately 1,400 are managed and lease/sublease sites. Based in Boston,
American Tower has regional hub offices in Boston, Atlanta, Chicago, Houston,
San Francisco and Mexico City. For more information about American Tower
Corporation, please visit our web site www.americantower.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 02116
(617) 375-7500 FAX (617) 375-7575 www.americantower.com
