<PAGE>
As filed with the Securities and Exchange Commission on April 21, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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 65-0723837
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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Copy to:
NORMAN A. BIKALES, ESQ.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement as determined
in light of market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the box. [_]
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, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Each Class of Amount Offering Price Aggregate Amount of
Securities to be to be Per Offering Registration
Registered(1) Registered Security(1) Price(1) Fee
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<S> <C> <C> <C> <C>
5.0% Convertible Notes
Due 2010............... $450,000,000 100% $450,000,000 $118,800
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Class A Common Stock,
par value $.01 per
share.................. 8,737,864(2) N/A N/A N/A(3)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Plus such additional indeterminate number of shares of Class A Common
Stock as may become issuable upon conversion of the notes being
registered hereunder by reason of adjustment of the conversion price.
(3) Pursuant to Rule 457(i) under the Securities Act of 1933 there is no
filing fee with respect to the shares of Class A Common Stock issuable
upon conversion of the notes because no additional consideration will be
received in connection with the exercise of the conversion privilege.
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The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+We will amend and complete the information in this prospectus. Although we +
+are permitted by U.S. federal securities laws to offer these securities using +
+this prospectus, we may not sell them or accept your offer to buy them until +
+the documentation filed with the SEC relating to these securities has been +
+declared effective by the SEC. This prospectus is not an offer to sell these +
+securities or our solicitation of your offer to buy these securities in any +
+jurisdiction where that would not be permitted or legal. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED APRIL 21, 2000
PROSPECTUS
[AMERICAN TOWER LOGO APPEARS HERE]
$450,000,000
5.0% Convertible Notes Due 2010
This prospectus relates to:
. $450,000,000 principal amount of 5.0% convertible notes due 2010, and
. the shares of Class A common stock issuable upon conversion of the notes.
The notes and the Class A common stock are offered for resale by their
holders. The notes were initially acquired from us in February 2000 in
connection with a private offering by a group of investment banking firms who
resold the notes pursuant to Rule 144A.
You may convert the notes at any time prior to maturity into shares of our
Class A common stock at a conversion price of $51.50 per share of Class A
common stock. This means we will deliver 19.4175 shares of Class A common stock
for each $1,000 principal amount of notes you convert.
We will pay interest on the notes on February 15 and August 15 of each year,
commencing on August 15, 2000.
We may redeem the notes on or after February 20, 2003. You may require us to
repurchase the notes at a price of $1,000 for each note on February 20, 2007.
In the case of a repurchase of notes, we have the right to issue shares of
Class A common stock, rather than to pay cash. In addition, you may require us
to repurchase the notes upon a change in control. There is no sinking fund for
the notes.
Our Class A common stock is listed on the New York Stock Exchange under the
symbol "AMT." The last reported sale price of the Class A common stock on the
New York Stock Exchange on April 19, 2000 was $45.06 per share.
Investing in our securities involves risks. See "Risk Factors" beginning on
page 13.
We will not receive any of the proceeds from sales of the notes or the shares
by the selling securityholders.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this Prospectus is April , 2000.
<PAGE>
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TABLE OF CONTENTS
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Page
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Summary............................ 1
The Notes.......................... 7
Selected Financial Data............ 9
Risk Factors....................... 13
Market Prices and Dividend Policy.. 18
Capitalization..................... 19
Description of the Notes........... 20
Description of Certain
Indebtedness...................... 28
Description of Capital Stock....... 30
</TABLE>
<TABLE>
<CAPTION>
Page
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Selling Securityholders........ 33
Certain Federal Income Tax
Consequences.................. 34
Registration Rights Agreement.. 42
Plan of Distribution........... 43
Legal Matters.................. 44
Experts........................ 44
Where You Can Find More
Information................... 45
</TABLE>
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You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
any different information. This prospectus may only be used where it is legal
to sell these securities. The information in this prospectus may only be
accurate on the date of this prospectus.
i
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SUMMARY
This summary highlights selected information about us, including certain
recent transactions. All information in this prospectus gives effect to pending
transactions, unless the context otherwise indicates. This summary is not
complete and may not contain all of the information that you should consider
before investing in our securities. You should carefully read the entire
prospectus, including the "Risk Factors" section beginning on page 13 and the
financial statements, which are incorporated by reference from our 1999 annual
report on Form 10-K and our current report on Form 8-K, dated March 30, 2000.
AMERICAN TOWER
We are a wireless communications and broadcast infrastructure company
operating in three business segments.
. We operate a leading network of communications towers and are the
largest independent operator of broadcast towers in North America.
. We provide comprehensive network development services for wireless
service providers and broadcasters.
. We operate a leading teleport business, which transmits Internet, voice,
data and video communications worldwide.
We estimate that our three business segments accounted for the following
percentages of pro forma 1999 operating revenues:
. Rental and management--53.0%,
. Network development services--27.0%, and
. Internet, voice, data and video transmission services--20.0%.
Rental and management. We believe we are the largest independent owner,
operator and developer of wireless communications towers in North America.
Assuming consummation of all pending transactions, we will operate a national
network of approximately 10,400 multi-user sites in the United States, Mexico
and Canada, including approximately 300 broadcast tower sites. Of those sites,
approximately 9,000 are owned or leased sites and approximately 1,400 are
managed or lease-sublease sites. Our U.S. network spans 48 states and the
District of Columbia, with tower clusters in 43 of the 50 largest U.S.
metropolitan statistical areas. Our developing Mexican network includes sites
in highly populated areas such as Mexico City, Monterrey, Guadalajara and
Acapulco. Our newly organized Canadian operation will include sites in major
metropolitan areas, including Toronto, Montreal, Quebec City, Edmonton and
Hamilton.
Our primary business is the leasing of antenna space to a diverse range of
wireless communications and broadcast industries. Wireless industries we serve
include personal communication services, cellular, enhanced specialized mobile
radio, specialized mobile radio, paging, fixed microwave and fixed wireless.
Our wireless customers include AirTouch, Alltell, AT&T, AT&T Wireless Services,
Bell Atlantic Mobile, BellSouth, GTE Mobilnet, Mobile Wireless, Nextel,
Omnipoint, PacBell, PowerTel, PrimeCo PCS, Southwestern Bell, Sprint PCS,
Teligent, Western Wireless and WinStar. Through our broadcast tower network we
serve most major radio and television broadcasters, including, ABC, AMFM, CBS,
Clear Channel, Cox, Fox, Infinity, NBC, Paxson, Paramount, Sinclair, Telemedia,
Tribune, TV Azteca and Univision.
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Network Development Services. We are a leading provider of network
development services and components for both wireless service providers and
broadcasters. We offer full turnkey network development solutions to our
customers, consisting of radio frequency engineering, network design, site
acquisition, zoning and other regulatory approvals, construction management,
tower construction and antenna installation. We also offer a complete line of
wireless infrastructure components that are sold to service providers,
broadcasters, developers and others in the wireless industry. We also fabricate
steel used for broadcast towers and other structures. We provide site
acquisition services to most major wireless service providers and have
constructed or are constructing towers on a build-to-suit basis for wireless
and broadcast companies such as AirTouch, AT&T affiliates, AT&T Wireless
Services, Bell South, Nextel, Omnipoint, Paxson, PrimeCo PCS, Sinclair and
Southwestern Bell.
We have performed network development services for other companies on more
than 10,000 sites. In 1998, we embarked on a major construction program with an
emphasis on build-to-suit projects. We constructed approximately 1,000 towers
for our own account in 1999, at a cost of approximately $220.0 million,
excluding broadcast towers. Our 2000 business plan calls for construction of
approximately 1,200 towers for our own account at an estimated cost of between
$196.0 and $240.0 million. In addition, our plan calls for construction of
approximately 20 broadcast towers at an estimated cost of between $50.0 and
$70.0 million.
Internet, voice, data and video transmission services. We are a leading
Internet, voice, data and video transmission company, providing services
worldwide. Assuming consummation of pending transactions, we will own and
operate approximately 160 satellite antennas in various locations across the
United States, with major facilities near New York, Washington, D.C., Dallas
and San Francisco, as well as the Northeast, Southwest and Pacific Northwest.
Our teleports are used by leading Internet, voice and data providers as well as
television networks, broadcasters and cable programmers. Our customers include
ABC, British Telecom, Cable and Wireless, CBS, CNN, Deutsche Telekom, Fox, MCI
Worldcom, TCI, Telefonica and Uunet. We are also a leading provider of
Internet, voice and data services to major cruise lines and the U.S. military.
For the year ended December 31, 1999, we had pro forma net revenues of
$376.7 million and pro forma EBITDA of $127.9 million. This pro forma data
includes the results of certain major acquisitions.
We believe that leasing activities generate the highest profit margins. We
also believe that leasing activities are likely to grow at a more rapid rate
than other segments of our business because of our recent and pending
acquisitions and our build-to-suit and other construction activities. Our
acquisitions and construction will increase significantly the number of antenna
sites available for leasing. The industry trend towards outsourcing
infrastructure needs may also result in a decline in our site acquisition and
construction activities for other companies.
We have a diversified base of more than 7,100 customers. Our largest
customer, AirTouch, accounted for approximately 14.0% of our pro forma 1999
operating revenues. Our five largest customers accounted for approximately
32.0% of those revenues. Service segment revenues, particularly site
acquisition and construction activities, are highly variable due to their
transactional nature. For example, one of our five largest customers, Sprint,
accounted for approximately 12.0% of our pro forma 1999 operating revenues,
principally as a result of several site acquisition projects.
We estimate that PCS accounted for approximately 24.0% of our pro forma 1999
operating revenues, cellular accounted for approximately 16.0% of those
revenues and paging accounted for approximately 10.0% of those revenues. We
believe no other industry sector accounted for 10.0% or more of those revenues.
However, these industry sector percentages may not be indicative of what we
will experience in the future. The
2
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importance of the different sectors will probably change because of the
anticipated growth of PCS, cellular and enhanced special mobile radio, compared
to other wireless service providers. The relative contributions of the
different sectors will also be affected as major wireless service providers
create strategic alliances with independent operators, including in our case
AirTouch and AT&T. Finally, the percentage of operating revenues derived from
PCS will be affected by the decline in our site acquisition and construction
activities for that sector, as providers continue to outsource those
requirements. Slightly more than half of PCS's contribution to our pro forma
1999 operating revenue was attributable to network development services,
principally site acquisition and construction activities.
Growth Strategy
Our growth strategy is designed to enhance our position as a leader in each
of our business segments. Our goals are to:
. create a leading national footprint of desirable communications towers
in all major markets in North America,
. establish the capacity to serve profitably most of the infrastructure
needs of the wireless service and broadcast industries, and
. create a leader in the transmission of Internet, voice, data and video
content through our teleport facilities.
We have implemented our strategy through a combination of acquisitions and
construction. We initially pursued acquisitions with independent tower
operators and other consolidators and more recently with major wireless service
providers selling their towers. This acquisition program also broadened the
scope of our network development services and our Internet, voice, data and
video transmission services.
Our strategy has enabled us to create an organization with a depth of
personnel, computer and financial systems, sales and marketing, and engineering
and other technical expertise to take advantage of the growth in wireless
communications, digital television and the Internet. We believe we are well
positioned to compete and grow because we can meet the majority of
infrastructure requirements of wireless communications and digital television.
We are also playing an increasing role in addressing the Internet's
infrastructure needs. We will continue to pursue our growth strategy by:
. maximizing use of our antenna sites through targeted sales and marketing
techniques,
. capitalizing on our ability to provide full turnkey network development
solutions principally through build-to-suit projects and other tower
construction activities, and
. pursuing strategic mergers and acquisitions with independent tower
operators and other consolidators and wireless service providers.
Our acquisition strategy is designed principally to:
. achieve enhanced operating efficiencies,
. take advantage of the remaining divestiture opportunities presented by
wireless service providers, as well as those with independent operators
and other consolidators,
. broaden and strengthen our penetration of major markets,
. facilitate entry into new geographic markets in the U.S. and abroad, and
. complement our construction program.
3
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Recent Developments
Consummated Transactions
Since January 1, 1999, we have consummated more than 60 transactions
involving the acquisition of approximately 5,000 communications sites and
related businesses and two teleport businesses for an aggregate purchase price
of approximately $2.2 billion. This purchase price includes $1.4 billion in
cash, 22.2 million shares of Class A common stock, and $193.7 million of
assumed debt. Our most recent principal transactions were the following:
Tower Transactions
AirTouch transaction. In August 1999, we agreed to lease on a long-term
basis up to 2,100 towers from AirTouch Communications. These towers are located
in all of AirTouch's major markets, other than Los Angeles, San Diego and
Kansas City, including Albuquerque, Atlanta, Cleveland, Denver, Detroit,
Minneapolis, Omaha, Phoenix, Portland, San Francisco and Seattle. Our
cumulative lease payments, based on 2,100 towers, aggregate $800.0 million in
cash and a five-year warrant to purchase 3.0 million shares of Class A common
stock at $22.00 per share. During the first quarter of 2000, we leased 1,180
towers, paid AirTouch $449.5 million in cash and issued warrants for 3.0
million shares of Class A common stock. The remaining closings are expected to
occur during the second and third quarters of 2000.
Under our lease with AirTouch, we are entitled to all income generated from
leasing space on the towers and are responsible for all tower expenses,
including ground rent. AirTouch has reserved space on the towers for its
antennas, for which it will pay us a site maintenance charge equal to $1,500
per month for each non-microwave reserved space and $385 per month for each
microwave reserved space, with 3% annual increases.
We have also entered into an exclusive three-year build-to-suit agreement
with AirTouch. Under that agreement, we have the right to build all of
AirTouch's towers in all markets covered by the lease. AirTouch entered into a
separate master lease covering all towers to be constructed pursuant to the
build-to-suit agreement. AirTouch will lease space for a period of ten years
and has the option to extend for five, five-year periods. The rent is $1,500
per month for each non-microwave antenna site and $385 per month for each
microwave antenna site, with 3% annual increases. We expect this build-to-suit
agreement will produce 400 to 500 towers.
AT&T transaction. In September 1999, we agreed to purchase up to 1,942
towers from AT&T. These towers are located throughout the United States and
were constructed by AT&T for its microwave operations. The purchase price is
$260.0 million in cash, subject to adjustment if all towers are not purchased.
During the first quarter of 2000, we acquired 1,440 towers and paid AT&T $220.1
million. The remaining closings are expected to occur during the second quarter
of 2000.
AT&T entered into a master lease agreement covering the 468 towers on which
it currently conducts microwave operations. The lease has an initial term of
ten years and AT&T has five, five-year renewal options. The annual base rent is
approximately $1.0 million, payable in January of each lease year. We will
adjust the rent based upon AT&T's use of the towers. However, any downward
adjustment can be used by AT&T as a credit only against future additional rent
and not against the base rent. We expect that as many as 50% of the towers may
not be marketable, at least in the near future, because of location.
We also entered into a build-to-suit agreement with AT&T Wireless Services.
This agreement requires AT&T Wireless Services to present 1,200 sites
nationwide from which we will select and be required to build 1,000 towers. We
entered into a separate master lease with AT&T Wireless Services for the build-
to-suit towers. The initial term is ten years, and AT&T Wireless Services has
three, five-year renewals. The rent for lease supplements entered into in the
initial year is $1,350 per month, per antenna site, increasing annually by $50
per year for lease supplements entered into in subsequent years. All rents will
be subject to 4% annual increases.
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UNIsite merger. In January 2000, we merged with UNIsite. The purchase price
was $196.4 million, $147.7 million of which was paid in cash and $48.7 million
in the assumption of UNIsite's debt. At closing, UNIsite had more than 600
towers then completed or under construction. UNIsite's towers are located
primarily in the Northeast and Midwest. In February 2000 we repurchased $40.0
million of UNIsite's debt for $62.0 million, including accrued and unpaid
interest of $11.4 million. As a result, we will recognize an extraordinary loss
from the repayment of that debt in the first quarter of 2000.
Galaxy merger. In January 2000, we merged with Galaxy Engineering Services,
a global turnkey provider of engineering consulting services, based in Atlanta,
Georgia. At the time of the merger, we owned one-third of Galaxy which we had
acquired in December 1999 for $0.5 million. The other Galaxy stockholders
received 523,113 shares of Class A common stock and $0.3 million in cash. We
had also loaned Galaxy $13.5 million. Galaxy provides a complete array of radio
frequency engineering and network design services, including drive testing,
voice quality analysis and transport engineering, interconnect and microwave
services.
Foreign Transactions
TV Azteca transaction. In February 2000, we loaned approximately $100.0
million to TV Azteca, the owner of a major national television broadcast
network in Mexico and commenced marketing responsibility for its approximately
190 towers. We are committed to loan TV Azteca an additional $20.0 million. The
20-year loan, which may be extended for an additional 50 years, bears net
interest at approximately 11.6% per annum. We are entitled to receive 100% of
the revenues generated by third party leases and are responsible for
incremental operating expenses of third party tenants on the towers during the
term of the loan. In December 1999, an executive officer and director of our
company became a director of TV Azteca. TV Azteca's towers are located in
highly populated areas such as Mexico City, Monterrey, Guadalajara and
Acapulco.
Iusacell transaction. In December 1999, we entered into a management
agreement for approximately 350 existing towers and a build-to-suit agreement
for approximately 200 towers with Grupo Iusacell, the second largest wireless
telecommunications provider in Mexico. We have agreed to pay a $10.0 million
refundable deposit to retain the exclusive right to acquire the existing towers
of Iusacell through 2005, or, at Iusacell's option, at an earlier date. The
existing towers are located in urban and rural areas such as Mexico City,
Guadalajara, Veracruz and Acapulco. The build-to-suit towers will be
constructed over the next two years in key metropolitan areas.
Canadian Joint Venture. In March 2000, we entered into a joint venture with
Telemedia, a privately held Canadian telecommunications company, to form
Canadian Towers. Canadian Towers, which will be Canadian controlled and
operated, will develop and acquire wireless and broadcast towers throughout
Canada. We have committed to invest $18.0 million (Canadian) for which we will
own 45.0% of Canadian Towers. The joint venture's initial assets will include
more than 20 broadcast towers to be contributed by Telemedia. These broadcast
towers are located in major metropolitan areas, including Toronto, Montreal,
Quebec City, Edmonton and Hamilton.
Teleport Transaction
ICG transaction. In December 1999, we acquired ICG Satellite Services and
its subsidiary, Maritime Telecommunications Network, for approximately $100.0
million in cash. The acquisition involved a major around-the-clock teleport
facility in New Jersey and a global maritime telecommunications network
headquartered in Miami, Florida. The acquired companies provide voice, data,
Internet and compressed video satellite services to major cruise lines, the
U.S. military, Internet-related companies and international telecommunications
customers. The New Jersey teleport and operations center has 12 existing
antennas and one under construction that access satellites covering the
continental United States, South America and the Atlantic Ocean region.
5
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Pending Transactions
We are a party to numerous pending transactions involving the acquisition of
more than 1,900 communications sites and related businesses and a major
teleport facility with an aggregate purchase price of approximately $481.3
million, including the remaining portions of the AirTouch and AT&T
transactions. The principal transaction, other than the AirTouch and AT&T
transactions, is:
USEI merger. In December 1999, we agreed to merge with U.S. Electrodynamics.
The purchase price consists of 1,040,153 shares of Class A common stock and
$29.4 million in cash. The purchase price is subject to adjustment based on the
net working capital and the long-term debt of U.S. Electrodynamics at closing.
The acquisition involves around-the-clock teleport facilities in the Pacific
Northwest, the Southwest and the Northeast with a total of 52 antennas. The
transaction is expected to close in the second quarter of 2000, subject to FCC
approval of license transfers and other customary conditions. We have received
early termination of the Hart-Scott-Rodino Act waiting period.
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Our principal executive offices are located at 116 Huntington Avenue,
Boston, Massachusetts 02116. Our telephone number is (617) 375-7500.
6
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THE NOTES
Securities offered.......... $450,000,000 principal amount of 5.0% Convertible
Notes due 2010 previously issued in a private
placement.
Issue price................. 100% plus accrued interest, if any, from the date
of issue.
Interest.................... 5.0% annual rate, payable in cash on February 15
and August 15 of each year, beginning August 15,
2000.
Conversion rights........... You may convert the notes into shares of Class A
common stock at a conversion price of $51.50 per
share. This means we will deliver 19.4175 shares
of Class A common stock for each $1,000 principal
amount of notes you convert. Upon conversion you
will not receive any cash payment representing
accrued interest. You may convert the notes at
any time on or before February 15, 2010, unless
we have redeemed or purchased them before that
time.
The conversion rate of the notes is subject to
adjustment in certain events.
Maturity date............... February 15, 2010.
Change in control........... If a change in control of our company occurs, you
may require us to pay cash for your notes equal
to their principal amount, plus accrued and
unpaid interest. Our credit facilities prohibit
making these payments without lender consent.
Optional redemption......... We can redeem those notes, at our option, in
whole or in part, after February 20, 2003. The
redemption prices are described under the heading
"Description of the Notes--Optional Redemption"
on page 23.
Repurchase of notes at your You may require us to repurchase all or any of
option...................... your notes on February 20, 2007 at their
principal amount, together with accrued and
unpaid interest. We may, at our option, elect to
pay the repurchase price in cash or shares of
Class A common stock, or a combination. Our
credit facilities require us to pay entirely in
shares unless we obtain lender consent.
Sinking fund................ None.
Ranking..................... The notes rank equally with the two series of our
convertible notes issued in October 1999. The
notes will effectively rank behind borrowings
under our credit facilities.
Registration rights......... We have agreed to keep the SEC registration
statement, which includes this prospectus,
useable until February 15, 2002 or any shorter
period permitted under SEC rules governing
unregistered resales of privately placed
securities. The interest rate on the notes will
increase if we are not in compliance with this
requirement.
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Trading..................... The notes are not listed and trade in the over-
the-counter market. The Class A common stock is
listed on the NYSE under the symbol "AMT."
<TABLE>
<C> <C> <S>
Common stock outstanding(1)...... 146,232,690 shares of Class A common stock
8,373,252 shares of Class B common stock
2,422,804 shares of Class C common stock
-----------
157,028,746 shares of common stock
===========
</TABLE>
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(1) The number of shares of common stock outstanding was determined as of March
9, 2000. This number does not include shares we may issue in the future.
Examples of these future issuances include: (a) shares of Class A common
stock issuable upon conversion of Class B common stock or Class C common
stock, (b) shares issuable upon exercise of options outstanding on March 9,
2000 to purchase an aggregate of 16,803,954 shares of common stock, (c)
3,000,000 shares of Class A Common Stock issuable upon exercise of warrants
issued in the AirTouch transaction, (d) shares issuable upon consummation
of certain pending transactions, (e) 24,797,690 of Class A common stock
issuable upon conversion of the convertible notes issued in October 1999,
or (f) 8,737,864 shares of Class A common stock issuable upon conversion of
the notes.
8
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SELECTED FINANCIAL DATA
We have derived the following selected financial data from our historical
consolidated financial statements and our unaudited pro forma condensed
consolidated financial statements. The selected financial data should be read
in conjunction with those financial statements. Prior to our separation from
American Radio on June 4, 1998, we operated as its subsidiary and not as an
independent public company. Therefore, our results of operations for that
period may be different from what they would have been had we operated as a
separate, independent company. The information is not necessarily indicative of
our future results of operations or financial condition.
Year-to-year comparisons are significantly affected by our acquisitions and
construction of towers, both of which have been numerous during the periods
presented. Our principal acquisitions are described in "American Tower--Recent
Developments" under "Summary" on page 4 and in the notes to our historical
financial statements.
The pro forma balance sheet data gives effect, as of December 31, 1999, to
the pro forma transactions not then consummated: the AirTouch and AT&T
transactions, the UNIsite merger and the February 2000 placement of the notes.
The pro forma statement of operations data and other operating data gives
effect to the pro forma transactions, as if each had occurred on January 1,
1999. We use the term pro forma transactions to mean the following:
. the OmniAmerica, TeleCom and UNIsite mergers and the AirTouch, AT&T and
ICG transactions,
. our Class A common stock financings in February 1999, and
. our convertible notes placements in October 1999 and February 2000.
Pro forma transactions do not include all of our consummated or pending
acquisitions or pending construction.
We account for all of our mergers and acquisitions under the purchase
method. This means that, for accounting and financial reporting purposes, we
include the results of the acquired companies or assets with ours only after
closing the transaction. The pro forma financial data reflects certain
adjustments, as explained in our current report on Form 8-K dated March 30,
2000 which is incorporated by reference in this prospectus. Any comparison of
the pro forma financial data with the historical financial data for periods
before 1999 is inappropriate.
We use certain terms as follows:
. tower cash flow means income (loss) from operations before depreciation
and amortization, tower separation expenses, development expense and
corporate general and administrative expenses,
. development expenses means the costs incurred in connection with the
integration of acquisitions and development of new business initiatives,
. tower separation expenses means the one-time expenses incurred as a
result of our separation from American Radio;
. EBITDA means income (loss) from operations before depreciation and
amortization and tower separation expenses, and
. after-tax cash flow means income (loss) before extraordinary losses,
plus depreciation and amortization.
9
<PAGE>
We do not consider tower cash flow, EBITDA and after-tax cash flow to be
substitutes for other measures of operating results or cash flow from operating
activities or as measures of our profitability or liquidity. These measures of
performance are not calculated in accordance with generally accepted accounting
principles. However, we have included them because they are generally used in
the communications site industry as a measure of a company's operating
performance. More specifically, we believe they can assist in comparing company
performances on a consistent basis without regard to depreciation and
amortization. Our concern is that depreciation and amortization can vary
significantly among companies depending on accounting methods, particularly
where acquisitions are involved, or on non-operating factors including
historical cost bases. We believe tower cash flow is useful because it enables
you to compare tower performances before the effect of expenses that do not
relate directly to performance.
10
<PAGE>
AMERICAN TOWER CORPORATION
Selected Financial Data(1)
<TABLE>
<CAPTION>
July 17, 1995 Year Ended Year Ended
(inception) December 31, December 31, 1999
through ----------------------------- ----------------------
December 31, 1995 1996 1997 1998 Historical Pro Forma
----------------- ------- --------- --------- ----------- ---------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C>
Statements of Operations
Data:
Operating revenues...... $ 163 $ 2,897 $ 17,508 $ 103,544 $ 258,081 $ 376,735
------- ------- --------- --------- ----------- ---------
Operating expenses:
Operating expenses
excluding depreciation
and amortization,
tower separation,
development and
corporate general and
administrative
expenses.............. 60 1,362 8,713 61,751 155,857 235,248
Depreciation and
amortization.......... 57 990 6,326 52,064 132,539 240,470
Tower separation
expenses.............. 12,772
Development
expenses(2)........... 1,607 1,607
Corporate general and
administrative
expenses.............. 230 830 1,536 5,099 9,136 11,936
------- ------- --------- --------- ----------- ---------
Total operating
expenses............. 347 3,182 16,575 131,686 299,139 489,261
------- ------- --------- --------- ----------- ---------
(Loss) income from
operations............. (184) (285) 933 (28,142) (41,058) (112,526)
Interest expense........ (3,040) (23,229) (27,492) (108,862)
Interest income and
other, net............. 36 251 9,217 19,551 19,551
Minority interest in net
earnings of
subsidiaries(3)........ (185) (193) (287) (142) (142)
------- ------- --------- --------- ----------- ---------
Loss before income taxes
and extraordinary
losses................. (184) (434) (2,049) (42,441) (49,141) (201,979)
Benefit (provision) for
income taxes........... 74 (45) 473 4,491 (214) 60,319
------- ------- --------- --------- ----------- ---------
Loss before
extraordinary losses... $ (110) $ (479) $ (1,576) $ (37,950) $ (49,355) $(141,660)
======= ======= ========= ========= =========== =========
Basic and diluted loss
per common share before
extraordinary
losses(4).............. $ (0.00) $ (0.01) $ (0.03) $ (0.48) $ (0.33) $ (0.91)
======= ======= ========= ========= =========== =========
Basic and diluted
weighted average common
shares outstanding(4).. 48,732 48,732 48,732 79,786 149,749 155,422
======= ======= ========= ========= =========== =========
Other Operating Data:
Ratio of earnings to
fixed charges(5).......
Tower cash flow......... $ 103 $ 1,535 $ 8,795 $ 41,793 $ 102,224 $ 141,487
EBITDA.................. (127) 705 7,259 36,694 91,481 127,944
EBITDA margin........... (N/A) 24.3% 41.5% 35.4% 35.4% 34.0%
After-tax cash flow..... (53) 511 4,750 14,114 83,184 98,810
Cash provided by (used
for) operating
activities............. (51) 2,230 9,913 18,429 97,011
Cash used for investing
activities............. (216,783) (350,377) (1,137,700)
Cash provided by
financing activities... 63 132 209,092 513,527 879,726
</TABLE>
<TABLE>
<CAPTION>
December 31, December 31, 1999
-------------- --------------------
1997 1998 Historical Pro Forma
------ ------- ---------- ---------
<S> <C> <C> <C> <C>
Tower Data:
Towers operated at end of period(6)......... 674 2,492 5,067 10,400
Towers constructed(7)....................... 118 502 1,045 N/A
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31,
Historical December 31, 1999
--------------------------------- --------------------
1995(1) 1996 1997 1998 Historical Pro Forma
------- ------ ------- --------- ---------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash
equivalents............ $ 12 $2,373 $ 4,596 $ 186,175 $ 25,212 $ 27,499
Working capital
(deficiency), excluding
current portion of
long-term debt......... (40) 663 (2,208) 93,602 19,156 (7,049)
Property and equipment,
net.................... 3,759 19,710 117,618 449,476 1,092,346 1,092,346
Unallocated purchase
price.................. 1,385,401
Total assets............ 3,863 37,118 255,357 1,502,343 3,018,866 4,280,172
Long-term debt,
including current
portion but excluding
convertible notes...... 4,535 90,176 281,129 138,563 820,212
Convertible notes, net
of discount............ 602,259 1,052,259
Total stockholders'
equity................. 3,769 29,728 153,208 1,091,746 2,145,083 2,190,583
</TABLE>
- --------------------
(1) We were organized on July 17, 1995.
(2) Development expenses prior to 1999 were immaterial.
(3) Represents the minority interest in net earnings of our non-wholly-owned
subsidiaries.
(4) We computed basic and diluted loss per common share before extraordinary
losses using (a) in the case of historical information, for periods prior
to June 4, 1998, the number of shares outstanding following the separation
from American Radio and (b) in the case of pro forma information, the
number of shares expected to be outstanding following the pro forma
transactions.
(5) For purposes of calculating this ratio, earnings consist of loss before
income taxes and extraordinary losses and fixed charges. Fixed charges
consist of capitalized interest, interest expense, amortization of debt
discount and related issuance costs and the component of rental expense
that management believes to be representative of the interest factor on
that expense. We had a deficiency in earnings to fixed charges in each
period as follows (in millions): 1995--$184; 1996--$434; 1997--$2,507;
1998--$43,844; and 1999 (historical)--$52,520.
(6) Includes information with respect to our company only and assumes
consummation of all pending transactions, including those not in the pro
forma transactions. Excludes towers under construction. See Note (7) below.
(7) Includes towers constructed in each period by us, including those
constructed for and owned by third parties. Excludes towers constructed by
acquired companies prior to acquisition.
12
<PAGE>
RISK FACTORS
You should consider carefully the following factors and other information in
this prospectus before deciding to invest in our securities.
If we cannot keep raising capital, our growth will be impeded
Without additional capital, we would need to curtail our acquisition and
construction programs. We expect to use borrowed funds for most of this
capital. However, we must continue to satisfy financial ratios and to comply
with financial and other covenants in order to do so. If our revenues and cash
flow do not meet expectations, we may lose our ability to borrow money. These
same factors, as well as market conditions beyond our control, could make it
difficult or impossible for us to sell stock as an alternative to borrowing.
Meeting payments on our large debt could be a burden to us
Our high debt level makes us vulnerable to downturns in our operations. This
high debt level requires us to use most of our cash flow to make interest and
principal payments. If we do not generate sufficient cash flow through our
operations to make interest and principal payments, we may be forced to sell
debt or equity securities or to sell some of our core assets. This could be
harmful to our business and to our securityholders. Market conditions or our
own financial situation may require us to make these sales on unattractive
terms.
Demand for tower space may be beyond our control
Many of the factors affecting the demand for tower space, and therefore our
cash flow, are beyond our control. Those factors include:
. consumer demand for wireless services,
. the financial condition of wireless service providers and their
preference for owning or leasing antenna sites,
. the growth rate of wireless communications or of a particular wireless
segment,
. the number of wireless service providers in a particular segment,
nationally or locally,
. governmental licensing of broadcast rights,
. zoning, environmental and other government regulations, and
. technological changes.
Roaming and resale arrangements could also adversely affect demand. These
arrangements enable a wireless service provider to serve customers outside its
license area through agreements with other providers. Wireless service
providers might consider roaming and resale arrangements preferable to leasing
our antenna space.
New tower construction, particularly build-to-suit projects, involves
uncontrollable risks and increasing competition
Our increasing focus on major build-to-suit projects for wireless service
providers entails several unique risks. First is our greater dependence on a
single customer. Second, because of intense competition for these projects, we
often grant the wireless service provider non-economic lease and control
provisions more favorable than our general terms. Finally, although we have the
benefit of an anchor tenant in build-to-suit projects, we may not be able to
find a sufficient number of additional tenants. In fact, one reason wireless
service providers may prefer build-to-suit arrangements is to share or escape
the costs of an undesirable site. A site may be undesirable because it has high
construction costs or may be considered a poor location by other providers.
13
<PAGE>
Our expanded construction activities also involve other substantial risks.
These risks include:
. increasing our debt and the amount of payments on that debt,
. uncontrollable risks that could delay or increase the cost of a project,
. increasing competition for construction sites and experienced tower
construction companies, resulting in significantly higher costs and
failure to meet time schedules,
. failing to meet time schedules could result in our paying significant
penalties to prospective tenants, particularly in build-to-suit
situations, and
. possible lack of sufficient experienced personnel to manage an expanded
construction program.
We cannot control the main factors that can prevent, delay or increase the
cost of construction. These factors include:
. zoning and local permitting requirements,
. environmental group opposition,
. availability of skilled construction personnel and construction
equipment,
. adverse weather conditions, and
. federal regulations.
Our acquisition strategy involves increasing acquisition costs, high debt
levels and potential management and integration issues
Increased competition, which we believe will continue, has resulted in
substantially higher acquisition costs, particularly for towers being sold by
wireless service providers. These prices, in turn, result in high debt and debt
service requirements. Equally important, the increased size of our acquisitions
from wireless service providers could create certain problems we have not faced
in the past. These include:
. dependence on a limited number of customers,
. lease and control provisions more favorable to the wireless service
provider than those we give our tenants generally,
. integration of major national networks into our operational systems,
. demands on managerial personnel that could divert their attention from
other aspects of our business, and
. potential antitrust constraints, either in local markets or on a
regional or national basis, that could impede future acquisitions or
require selective divestitures at unfavorable prices.
An additional risk is the acquisition of significant numbers of towers that
may have limited marketing potential. For example, we expect that as many as
50% of the towers we will acquire from AT&T may not be marketable, at least in
the near future, because of location.
Covenants in our credit facilities could impede our growth strategy and
restrict our ability to pay interest on or redeem or repurchase the notes
Our growth strategy may be impaired by restrictive covenants in our credit
facilities. The most significant of these covenants impose limits on our
aggregate borrowings, including in the case of the parent company the type and
amount of borrowings. We are also required to meet certain financial ratios and
comply with all of the financial and other covenants in order to borrow funds.
Certain types of acquisitions and investments in other companies are limited.
Events beyond our control may affect our ability to meet these requirements. If
these covenants restrict our ability to borrow funds, acquisitions and
construction will be impeded.
14
<PAGE>
Our credit facilities also restrict the ability of our subsidiaries to pay
dividends or make other distributions to us and prohibit those dividends and
other distributions during periods of default. Since we are a holding company,
with no independent operations, we are dependent on our subsidiaries for funds
to pay interest and principal on the notes. In addition, our credit facilities
require us to invest 100% of all debt and equity offerings, public or private,
in our borrower subsidiaries.
Our existing credit facilities prohibit us from redeeming or repurchasing
any of the notes for cash. This will probably require us to elect to repurchase
the notes with Class A common stock on the repurchase dates and to obtain
lender consent in order to repurchase notes upon any change in control.
We are dependent on key personnel and would be adversely affected if they leave
The loss of our chief executive officer, Steven B. Dodge, and other
executive officers has a greater likelihood of having a material adverse effect
upon us than it would on most other companies of our size. Our growth strategy
is highly dependent on the efforts of Mr. Dodge and our other executive
officers. Our ability to raise capital is dependent in part on the reputation
of Mr. Dodge. You should be aware that we have not entered into employment
agreements with Mr. Dodge or most of our other executive officers. We may not
be able to retain our executive officers, including those with employment
agreements, or other key personnel or prevent them from competing with us if
they leave.
Expanding operations into foreign countries could create certain operational
and financial risks
Our recent expansion into Canada and Mexico, and other possible foreign
operations in the future, could result in adverse financial consequences and
operational problems not experienced in the United States. We have made a
substantial loan to a Mexican company and are committed to construct a sizable
number of towers in that country. We have also committed to invest in a
Canadian joint venture that intends to acquire and construct towers in that
country. We may also, in the future, engage in comparable transactions in other
countries. Among the risks of foreign operations are governmental expropriation
and regulation, inability to repatriate earnings or other funds, currency
fluctuations, difficulty in recruiting trained personnel, and language and
cultural differences that could impair management control and operations.
New technologies could make our tower antenna leasing services less desirable
to potential tenants
Mobile satellite systems and other new technologies could compete with land-
based wireless communications systems, thereby reducing the demand for tower
lease space and other services we provide. The FCC has granted license
applications for several low-earth orbiting satellite systems that are intended
to provide mobile voice or data services. In addition, the emergence of new
technologies could reduce the need for tower-based transmission and reception
and have an adverse affect on our operations.
The development and implementation of signal combining technologies, which
permit one antenna to service two different transmission frequencies and,
thereby, two customers, may reduce the need for tower-based broadcast
transmission and hence demand for our antenna space. The growth in delivery of
video services by direct broadcast satellites could also adversely affect
demand for our antenna space.
Demand for teleport services is subject to technological, competitive and
regulatory factors beyond our control.
Demand for teleport services by its primary historical base of video
customers has been diverted to fiber optic transmission services in some
instances. Teleport transmission services for Internet-related entities,
however, have increased. Revenues from these new technologies may not continue
to grow and may decline if other forms of transmission, fiber optic or
otherwise, are introduced. In addition, our teleport satellite operations are
dependent upon maintaining valid FCC licensing.
15
<PAGE>
We could be harmed if perceived health risks from radio emissions are
substantiated
If a connection between radio emissions and possible negative health
effects, including cancer, were established, we would be materially and
adversely affected. The results of several substantial studies by the
scientific community in recent years have been inconclusive. We and the lessees
of antenna sites on our towers are subject to government regulations relating
to radio frequency emissions. We do not maintain any significant insurance with
respect to these matters.
Pro forma financial information is based on estimates and assumptions and may
not be indicative of actual future results
Our actual future results could vary materially and adversely from those
reflected in the pro forma financial information we have incorporated by
reference in this prospectus. That information is based upon a number of
assumptions we believe to be reasonable. However, our two most significant
acquisitions, the AirTouch and AT&T transactions, do not involve the
acquisition of businesses. The towers involved in those acquisitions were
operated as part of the wireless service divisions of AirTouch and AT&T. Those
companies did not maintain separate financial records or prepare financial
statements for the operation of those towers. We have, however, compiled
certain revenue and expense data of those towers in the pro forma information.
In the case of certain expenses, we have estimated amounts based on our own
experience with comparable towers. Neither our auditors, AirTouch's auditors,
AT&T's auditors nor the initial purchasers have expressed any opinion or
provided any form of assurance with respect to AirTouch's or AT&T's historical
data presented in the unaudited pro forma financial information.
We could have liability under environmental laws
Under various federal, state and local environmental laws, we, as an owner,
lessee or operator of real estate, may be liable for the substantive costs of
remediating soil and groundwater contaminated by hazardous wastes. Some of
these laws may impose responsibility and liability on us even if we did not
cause the contamination or even know about it. Almost all of the towers we own
and operate, other than rooftop towers, are located on parcels of land, which
could result in substantial environmental liability. Our liability often will
continue even if we sell the property.
The notes will effectively rank junior to secured debt under our credit
facilities
Our payment of principal and interest on the notes will effectively rank
junior to all existing and future debt under our credit facilities. This is so
because the debt under our credit facilities is issued or guaranteed by our
subsidiaries and secured by their assets. The notes will also effectively rank
junior to all other existing and future debt of our subsidiaries. We have also
guaranteed that debt and secured our guaranty with our assets, including the
stock of our subsidiaries. As a result, in the event of our insolvency,
liquidation or reorganization, or should any of that debt be accelerated
because of a default, we must pay that debt in full before we can make any
payment on the notes.
There may not be any trading market for the notes
No existing trading market for the notes exists and one may never develop.
Accordingly, you may not be able to sell your notes or sell them at an
acceptable price. If a market were to develop, the notes could trade at prices
that may be higher or lower than your purchase price depending on many factors,
including prevailing interest rates, the market price of the Class A common
stock, our operating results and the market for similar securities. We do not
intend to list the notes on any securities exchange or to seek approval for
quotation through any automated quotation system. The initial purchasers of the
notes have advised us that they currently intend to make a market in the notes.
They are not, however, obligated to do so and may discontinue market making at
any time. Therefore, any liquidity may disappear and the notes may not be
readily marketable.
16
<PAGE>
Control by our principal stockholders could deter mergers where you could get
more than current market price for your stock
Control by Mr. Dodge and others may have the effect of discouraging a merger
or other takeover of our company in which holders of Class A common stock may
be paid a premium for their shares over then-current market prices. Mr. Dodge,
together with a limited number of our directors, may be able to control or
block the vote on mergers and other matters submitted to the common
stockholders. On March 1, 2000, our directors and executive officers, together
with their affiliates, owned beneficially, within the meaning of applicable SEC
regulations, approximately 44.9% of the combined voting power of the common
stock. On that date, Mr. Dodge, together with his affiliates, owned
beneficially approximately 28.9% of the combined voting power.
Our common stock does not pay dividends
We have never paid a dividend on our common stock and do not expect to pay
cash dividends in the foreseeable future. In addition, our credit facilities
effectively restrict the payment of cash dividends or other distributions and
the repurchase, redemption or other acquisition of our equity securities.
Our forward-looking statements could prove to be wrong and we might suffer a
material adverse effect
Our forward-looking statements are subject to risks and uncertainties. You
should note that many factors, some of which are discussed in this section or
elsewhere in this prospectus or in the documents we have incorporated by
reference, could affect us in the future and could cause our results to differ
materially from those expressed in our forward-looking statements. Forward-
looking statements include those regarding our goals, beliefs, plans or current
expectations and other statements regarding matters that are not historical
facts. For example, when we use the words believe, expect, anticipate or
similar expressions, we are making forward-looking statements. Forward-looking
statements include statements concerning:
. the outcome of our growth strategy,
. future results of operations,
. liquidity and capital expenditures,
. construction and acquisition activities,
. debt levels and the ability to obtain financing and make payments on our
debt,
. regulatory developments and competitive conditions in the communications
site and wireless carrier industries,
. projected growth of the wireless communications and wireless carrier
industries,
. dependence on demand for satellites for internet data transmission, and
. general economic conditions.
We are not required to release publicly the results of any revisions to
these forward-looking statements we may make to reflect future events or
circumstances.
17
<PAGE>
MARKET PRICES AND DIVIDEND POLICY
Market Price Data
On February 27, 1998, our Class A common stock commenced trading on a "when-
issued" basis on the inter-dealer bulletin board of the over-the-counter
market. Our Class A common stock commenced trading on the NYSE on June 5, 1998
(the day after we separated from American Radio). The following table presents
reported high and low sale prices of our Class A common stock in the over-the-
counter market or on the Composite Tape of the NYSE.
<TABLE>
<CAPTION>
1998 High Low
---- ------- -------
<S> <C> <C>
Quarter Ended March 31 (commencing February 27, 1998)... $20.25 $15.50
Quarter Ended June 30................................... 26.125 18.75
Quarter Ended September 30.............................. 28.625 14.375
Quarter Ended December 31............................... 29.625 13.25
<CAPTION>
1999
----
<S> <C> <C>
Quarter Ended March 31.................................. 30.25 20.50
Quarter Ended June 30................................... 26.875 20.50
Quarter Ended September 30.............................. 26.00 19.50
Quarter Ended December 31............................... 33.25 17.125
<CAPTION>
2000
----
<S> <C> <C>
Quarter Ended March 31.................................. 55.00 28.563
Quarter Ended June 30 (through April 19)................ 50.438 40.375
</TABLE>
The outstanding shares of common stock and number of registered holders as
of March 9, 2000 were as follows:
<TABLE>
<CAPTION>
Class
-------------------------------
A B C
----------- --------- ---------
<S> <C> <C> <C>
Outstanding shares........................ 146,232,690 8,373,252 2,422,804
Registered holders........................ 558 61 1
</TABLE>
Dividends
We have never paid a dividend on any class of common stock. We anticipate
that we will retain future earnings, if any, to fund the development and growth
of our business. We do not anticipate paying cash dividends on shares of common
stock in the foreseeable future. Our credit facilities restrict the payment of
cash dividends by our subsidiaries. See "Description of Capital Stock--Dividend
Restrictions" on page 32.
18
<PAGE>
CAPITALIZATION
The historical column in the following table shows our actual capitalization
as of December 31, 1999. The pro forma column shows our capitalization as
adjusted to give effect of the AirTouch and AT&T transactions, the UNIsite
merger and the February 2000 notes placement, the only pro forma transactions
not then completed. We believe the assumptions used provide a reasonable basis
on which to present our pro forma capitalization. You should read the
capitalization table below in conjunction with our historical and pro forma
financial statements incorporated by reference. We have provided the
capitalization table below for informational purposes only. It is not
necessarily indicative of our capitalization or financial condition had we
consummated the pro forma transactions on December 31, 1999 or of our future
capitalization or financial condition.
<TABLE>
<CAPTION>
December 31, 1999
(in thousands)
----------------------
Historical Pro Forma
---------- ----------
<S> <C> <C>
Cash and cash equivalents............................... $ 25,212 $ 27,499
========== ==========
Long-term debt, including current portion(1):
Borrowings under the credit facilities................ $ 90,000 $ 716,500
Convertible notes, net of discount.................... 602,259 1,052,259
Other long-term debt.................................. 48,563 103,712
---------- ----------
Total long-term debt................................ 740,822 1,872,471
---------- ----------
Stockholders' equity(2):
Common Stock(3)
Class A common stock.................................. 1,450 1,450
Class B common stock.................................. 84 84
Class C common stock.................................. 24 24
Additional paid-in capital.............................. 2,245,482 2,290,982
Accumulated deficit..................................... (100,429) (100,429)
Treasury stock.......................................... (1,528) (1,528)
---------- ----------
Total stockholders' equity.......................... 2,145,083 2,190,583
---------- ----------
Total capitalization................................ $2,885,905 $4,063,054
========== ==========
</TABLE>
- ---------------------
(1) For additional information, see our 1999 annual report on form 10-K and
our current report on Form 8-K dated March 30, 2000. We expect to require
approximately $80.0 million of additional debt to finance pending
transactions not included in the pro forma transactions. Pro forma
information does not give effect to the repurchase of the UNIsite notes
pursuant to a tender offer in February 2000. See "Description of Certain
Indebtedness" on page 28 for additional information regarding the
components and terms of the major components of our long-term debt.
(2) Consists of (a) preferred stock, par value $.01 per share, 20,000,000
authorized shares, none issued or outstanding; (b) Class A common stock,
par value $.01 per share, 500,000,000 authorized shares; shares issued and
outstanding: 144,965,623 (historical and pro forma); (c) Class B common
stock, par value $.01 per share, 50,000,000 authorized shares; shares
issued and outstanding: 8,387,910 (historical and pro forma); and (d)
Class C common stock, par value $.01 per share, 10,000,000 authorized
shares; shares issued and outstanding: 2,422,804 (historical and pro
forma).
(3) The number of outstanding shares does not include: (a) shares of Class A
common stock issuable upon conversion of Class B common stock or Class C
common stock, (b) shares issuable upon exercise of options to purchase an
aggregate of 16,717,242 shares of common stock, (c) shares issuable
pursuant to pending mergers and acquisitions (other than those included in
pro forma transactions), (d) 24,797,690 shares of Class A common stock
issuable upon conversion of convertible notes issued in October 1999, (e)
3,000,000 shares of Class A common stock issuable upon exercise of
warrants issued in the AirTouch transaction, or (f) 8,737,864 shares of
Class A common stock issuable upon conversion of the notes.
19
<PAGE>
DESCRIPTION OF THE NOTES
The notes were issued under an indenture, dated as of February 15, 2000,
between us and The Bank of New York, as trustee. The following statements are
subject to the detailed provisions of the indenture and are qualified in their
entirety by reference to it. We have filed a copy of the indenture as an
exhibit to the registration statement of which this prospectus is a part.
Wherever particular provisions of the indenture are referred to, we incorporate
those provisions by reference as a part of the statements made. We qualify the
statements in their entirety by that reference. We use certain terms defined in
the indenture in this section without definitions.
General
The notes represent our unsecured general obligations, convertible into
Class A common stock as described under "--Conversion" immediately below. The
principal amount of the notes is $450,000,000. Notes may be in fully registered
form only in denominations of $1,000 or any multiple thereof. The notes mature
on February 15, 2010, unless we redeem them or you convert them earlier.
The indenture does not contain any restrictions on the payment of dividends,
the incurrence of debt or the repurchase of our equity securities or any
financial covenants.
The notes bear interest at the annual rate set forth on the cover page of
this prospectus from their issue date. Interest is payable semiannually on
February 15 and August 15 of each year, commencing on August 15, 2000, to
holders of record at the close of business on the preceding January 31 and July
31. We may pay interest by mailing a check to holders.
We will make payment of principal and any premium, and you may present the
notes for conversion, registration of transfer and exchange, without service
charge, at the office of our paying agent, initially the trustee, in New York,
and at the corporate trust office of the trustee in New York.
Conversion
You will be entitled to convert your notes, in denominations of $1,000
principal amount or multiples thereof, at any time, into shares of Class A
common stock. You determine the number of shares of Class A common stock
issuable upon conversion by dividing the principal amount of the notes you
surrender for conversion by the conversion price. The conversion price is shown
on the cover of this prospectus.
Upon conversion, you will not be entitled to any payment or adjustment on
account of accrued and unpaid interest on notes. Our delivery to you of the
fixed number of shares of Class A common stock into which the note is
convertible, together with cash in lieu of any fractional share, will be deemed
to satisfy our obligation to pay principal and accrued interest on the notes to
the date of conversion. Accrued interest is deemed to be paid in full rather
than canceled, extinguished or forfeited.
If you surrender notes for conversion during the period after any interest
record date and prior to the corresponding interest payment date, you must pay
us the interest payable on those notes, unless they have been called for
redemption on a redemption date within the period or on the interest payment
date. You may not convert notes called for redemption after the close of
business on the business day preceding the date fixed for redemption, unless we
default in payment of the redemption price. We will not issue fractional shares
of Class A common stock on a conversion. Rather, we will pay the converting
holder cash equal to the fair market value of the fractional interest, unless
cash payment is prohibited by our indebtedness. In that case we will issue
fractional shares.
With respect to the notes that are no longer restricted securities on the
conversion date, shares of Class A common stock issued on conversion of notes
will be freely transferable without restriction under the Securities Act, other
than by our affiliates. Those shares will be eligible for receipt on global
form through the facilities of the Depositary.
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<PAGE>
The initial conversion price per share of Class A common stock is subject to
adjustment in certain events, including upon the occurrence of an adjustment
event. We use the term adjustment event to mean:
. the issuance of Class A common stock as a dividend or distribution on
Class A common stock,
. certain subdivisions and combinations of the Class A common stock,
. the issuance to all holders of Class A common stock of certain rights or
warrants to purchase Class A common stock, and
. the distribution to all holders of Class A common stock of shares of our
capital stock (other than Class A common stock), evidences of our
indebtedness or other assets, including securities. Excluded from the
foregoing are shares of Class A common stock and rights, warrants,
dividends and distributions referred to above and dividends and
distributions in connection with our liquidation or paid in cash.
To the extent permitted by law, we may reduce the conversion price by any
amount for any period of at least 20 days if our board of directors determines
that the reduction would be in our best interests. We may also reduce the
conversion price as our board of directors deems advisable to avoid or diminish
any income tax to holders of Class A common stock resulting from any dividend
or distribution of stock, or rights to acquire stock, or from any event so
treated for income tax purposes. See "Certain Federal Income Tax Consequences--
Tax Consequences for U.S. Holders--Potential Distributions Resulting from
Adjustment of Conversion Price" on page 37.
If a reorganization event occurs, you will have the right to convert notes
only into the kind and amount of the securities, cash or other property you
would have received had you converted your notes immediately prior to the
reorganization event. We use the term reorganization event to mean:
. any recapitalization or reclassification of shares of Class A common
stock, other than changes involving par value, or as a result of a
subdivision or combination of the Class A common stock,
. any consolidation or merger involving our company, other than one that
does not result in a reclassification, conversion, exchange or
cancellation of Class A common stock,
. any sale or transfer of all or substantially all of our assets, or
. any compulsory share exchange pursuant to which holders of Class A
common stock will be entitled to receive other securities, cash or other
property.
Any company that succeeds to us or acquires our assets will be required to
provide in its governing documents the foregoing right and also to provide for
other rights essentially equivalent to those described under this "--
Conversion" heading.
Payment of Excess Cash Dividends
If we declare and pay excess cash dividends on the Class A common stock, we
will pay you an amount equal to the excess, based on the number of shares of
Class A common stock that you would have received had you converted all of your
notes, unless you convert and receive those dividends as a holder of Class A
common stock. We use the term excess cash dividends to mean cash dividends in
an annualized amount per share that exceeds the greater of
. the annualized amount per share of the immediately preceding cash
dividend on the Class A common stock, appropriately adjusted for anti-
dilution type events, and
. 15% of the last sale price of the Class A common stock as of the trading
day immediately preceding the declaration date of that dividend.
Our credit facilities effectively restrict us from paying dividends or
making excess cash dividend payments on the notes.
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<PAGE>
Change in Control
If we experience a change in control, then you will have the right to
require us to repurchase for cash all or a portion of your notes. The
repurchase price of the notes is equal to the principal amount of the notes,
plus accrued and unpaid interest, through the day prior to repurchase. The
repurchase day is 45 days after notice to you. This right to require us to
repurchase the notes will exist upon the occurrence of any change in control
whether or not our management has approved the relevant transaction. Your
exercise of this right will be irrevocable. We must obtain lender approval
under our credit facilities in order to make any change in control payments
before July 1, 2008. We may not be able to obtain that approval.
Your right to require us to repurchase the notes upon a change in control
will not apply if either:
. the last sale price of the Class A common stock for five of the ten
trading days before the date of the change in control equals or exceeds
105% of the conversion price, or
. the consideration paid for the Class A common stock in a transaction
constituting the change in control consists of cash, securities that are
traded on a national securities exchange or quoted on the National
Association of Securities Dealers Automated Quotation System or the
Nasdaq National Market, or a combination of cash and those securities,
and the aggregate fair market value of that consideration is a least
105% of the conversion price in effect immediately before the closing of
that transaction.
The existence of the right to require us to repurchase the notes upon a
change in control may deter certain mergers, tender offers or other takeover
attempts and may thereby adversely affect the market price of the Class A
common stock.
By a change in control we mean:
. any person or group, other than a permitted owner, acquires direct or
indirect beneficial ownership of shares of our capital stock sufficient
to entitle that person or group to exercise more than 50% of the total
voting power of all classes of our capital stock entitled to vote
generally in elections of directors. An acquisition could occur by means
of an exchange offer, liquidation, tender offer, consolidation, merger,
combination, reclassification, recapitalization or otherwise, or
. we sell, lease, exchange or otherwise transfer, in one transaction or a
series of related transactions, all or substantially all of our assets
to any person or group, other than to a permitted owner.
However, a transaction of a type described above that results in the Class A
common stock no longer being listed on a stock exchange or traded on the Nasdaq
National Market would also be treated as a change in control even if a
permitted owner were involved.
We use a permitted owner to mean one or more of our principal stockholders
or any person employed by us in a management capacity as of February 9, 2000,
or any group of which any of them is a member. We use the terms person and
group as those terms are used in Section 13(d)(3) or 14(d)(2) of the Exchange
Act. Principal stockholders means Steven B. Dodge, Thomas H. Stoner, Hicks,
Muse, Tate & Furst Incorporated, Cox Telecom Towers, Inc. and Clear Channel
Communications, Inc. and include their affiliates.
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Optional Redemption
We may not redeem the notes prior to February 20, 2003. On or after that
date, at our option, we may redeem the notes, in whole or in part, at the
following redemption prices, expressed as a percentage of the principal amount.
We are required to pay any accrued and unpaid interest upon redemption. We must
give holders at least 20 and not more than 60 calendar days' notice of the
redemption date.
<TABLE>
<CAPTION>
Redemption
Twelve Months (or shorter period) commencing Price
-------------------------------------------- ----------
<S> <C>
February 20, 2003................................................. 102.50%
February 15, 2004................................................. 101.67%
February 15, 2005................................................. 100.83%
February 15, 2006 and thereafter.................................. 100.00%
</TABLE>
Repurchase of Notes at the Option of the Holder
On February 20, 2007, you have the right to require us to repurchase any
outstanding notes if certain conditions are met. The repurchase price of a note
will be equal to its principal amount together with accrued and unpaid interest
through the repurchase date. We may, at our option, elect to pay the repurchase
price in cash or shares of Class A common stock, or any combination thereof. If
you desire us to repurchase your notes, you must give, and not withdraw, a
written repurchase notice to the trustee at any time during the 20 business
days prior to and including February 20, 2007.
We will be required to give notice to you on a date not less than 20
business days prior to February 20, 2007 stating, among other things:
. what portion of the notes we will repurchase for cash and what portion
for Class A common stock,
. if we elect to use Class A common stock, how we must calculate its
value, and
. the procedures that you must follow to require us to purchase notes from
you.
If you elect to require us to purchase notes, the repurchase notice given
by you shall state:
. the notes to be delivered by you for purchase by us,
. the portion of the principal amount of notes to be purchased; this
portion must be $1,000 principal amount or an integral multiple of
$1,000, and
. that the notes are to be purchased by us pursuant to the applicable
provisions of the notes.
If we elect to pay any portion of the repurchase price in Class A common
stock, but the repurchase price is ultimately to be paid entirely in cash
because the conditions to payment in Class A common stock are not satisfied,
the repurchase notice shall also state whether you elect: (a) to withdraw your
repurchase notice as to any of the notes, or (b) to receive cash. If you fail
to make an election, you will be deemed to have elected to receive cash in
respect of the entire repurchase price.
You may withdraw any repurchase notice by a written notice of withdrawal
delivered to the trustee prior to 10:00 a.m. on the repurchase date. The notice
of withdrawal must state the principal amount, and the certificate numbers, of
the notes as to which the withdrawal notice relates and the principal amount,
if any, that remains subject to the repurchase notice.
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<PAGE>
If we elect to pay any portion of the repurchase price in shares of Class A
common stock, we will determine the number of shares of Class A common stock to
be delivered by dividing that portion by the market price of a share of Class A
common stock. Our credit facilities require us to make the entire payment in
Class A common stock.
By market price we mean, in effect, the average of the sale prices of the
Class A common stock for the five trading day period ending on the third
business day prior to the repurchase date, appropriately adjusted to take into
account the occurrence of certain events that would result in an adjustment of
the conversion price. Sales price will be determined under the terms of the
indenture.
Because we will determine the market price of the Class A common stock prior
to the applicable repurchase date, you will bear the market risk with respect
to the value of the Class A common stock to be received from the date of
determination to the repurchase date.
Our right to repurchase notes with Class A common stock is subject to our
satisfying various conditions, including:
. the registration of the Class A common stock under the Securities Act
and the Exchange Act, if required, and
. any necessary qualification or registration under applicable state
securities law or the availability of an exemption from that
qualification and registration.
When we determine the actual number of shares of Class A common stock in
accordance with the foregoing provisions, we will publish that information in a
daily newspaper of national circulation.
If the foregoing conditions are not satisfied, we will pay you the
repurchase price of your tendered notes entirely in cash. We may not change the
form of consideration to be paid once we have given you the notice, except as
described in the prior sentence.
We will comply with the provisions of Rule 13e-4, Rule 14e-1 and any other
tender offer rules under the Exchange Act that may then be applicable and will
file Schedule TO or any other schedule required under those rules in connection
with any offer by us to purchase notes at the option of holders.
We may not purchase notes for cash at your option if an event of default
continues with respect to the notes described under "--Events of Default and
Remedies" immediately below, other than a default in the payment of the
repurchase price with respect to the notes.
Payment of the repurchase price for a note for which a repurchase notice has
been delivered and not validly withdrawn is conditioned upon delivery of the
note, together with necessary endorsements, to the trustee at any time after
delivery of the repurchase notice. Payment of the repurchase price for the note
will be made promptly following the later of the repurchase date or the
delivery of the note. If the trustee holds money or securities sufficient to
pay the repurchase price of the note, then, immediately after the repurchase
date, the note will cease to be outstanding and interest will cease to accrue,
whether or not you deliver the note to the trustee. In that event, all of your
other rights shall terminate, other than the right to receive the repurchase
price upon delivery of your note.
Our ability to redeem notes and to repurchase notes upon a change in control
or at your option, as described in the three preceding sections, is restricted
under the terms of our credit facilities and is effectively prohibited during
the existence of a default under them. See "Description of Certain
Indebtedness" on page 28.
Events of Default and Remedies
An event of default is defined in the indenture as being any of the
following:
. our default in payment of the principal amount at maturity, repurchase
price, optional redemption price or any change in control repurchase
price when due, upon maturity, acceleration, redemption or otherwise, on
any of the notes,
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<PAGE>
. our default for 30 days in payment of any installment of interest on the
notes,
. our default for 60 days after notice in the observance or performance of
any other covenants in the indenture, and
. certain events involving our bankruptcy, insolvency or reorganization.
The indenture provides that if any event of default exists, the trustee or
the holders of not less than 25% in principal amount of the notes then
outstanding may declare the principal amount of all notes to be due and payable
immediately. However, if we cure all defaults, except the nonpayment of
principal and interest with respect to any notes that become due by
acceleration, and certain other conditions are met, the holders of a majority
in principal amount of the notes then outstanding may rescind that
acceleration. Holders may similarly waive past defaults.
The holders of a majority in principal amount of the notes then outstanding
have the right to direct the time, method and place of conducting any
proceedings for any remedy available to the trustee, subject to certain
limitations specified in the indenture.
The indenture provides that the trustee shall give notice to the holders of
notes of any default, except in payment of principal or interest with respect
to the notes if the trustee, in good faith, considers it in the interest of the
note holders to refrain from giving notice.
Modification of the Indenture
The indenture contains provisions permitting us and the trustee, with the
consent of the holders of not less than a majority in principal amount of the
notes at the time outstanding, to modify the indenture and the rights of the
note holders. However, without the consent of each note holder so affected, we
cannot make any modification that will:
. extend the final maturity of any notes,
. reduce the rate or extend the time for payment of interest,
. reduce the principal amount or any premium,
. change the provisions for redemption at the option of the holders in a
manner adverse to the holders,
. impair or affect the right of a holder to institute suit for the payment
of principal, interest or any premium,
. change the currency in which the notes are payable,
. impair the right to convert the notes into Class A common stock, or
. reduce the percentage of notes, the consent of the holders of which is
required for any modification.
Global Note, Book-Entry Form
The notes will be represented by global notes, except as set forth under "--
Certificated Notes" on page 27. The global notes will be deposited with, or on
behalf of, DTC and registered in the name of Cede & Co., as DTC's nominee.
Beneficial interests in the global notes will be exchangeable for definitive
certificated notes only in accordance with the terms of the indenture.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a banking organization within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a clearing corporation within the meaning
of the New York Uniform Commercial Code, and a clearing agency registered
pursuant to the provisions of Section 17A of the Exchange Act. DTC holds
securities that its participants deposit with DTC. DTC also facilitates the
settlement among participants of securities transactions,
25
<PAGE>
including transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct participants
include securities brokers and dealers, banks, trust companies, clearing
corporations, and certain other organizations. DTC is owned by a number of its
direct participants and by the NYSE, the American Stock Exchange, Inc. and the
NASD. Access to DTC's system is also available to others including securities
brokers and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a direct participant, either directly or
indirectly. The rules applicable to DTC and its participants are on file with
the SEC.
Purchases of interests in global notes under DTC's system must be made by or
through direct participants, which will receive a credit for the interest in
the global notes on DTC's records. The ownership interest of each actual
purchaser of each interest in the global notes (we call it the beneficial
owner) is in turn to be recorded on the direct and indirect participants'
records. Beneficial owners will not receive written confirmation from DTC of
their purchase, but beneficial owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participant through
which the beneficial owner entered into the transaction. Transfers of ownership
interests in the global notes are to be accomplished by entries made on the
books of participants acting on behalf of beneficial owners. Beneficial owners
will not receive certificates representing their ownership interests in global
notes, except in the event that use of the book-entry system for one or more
global notes is discontinued.
To facilitate subsequent transfers, all global notes deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of global notes with DTC and their registration in the
name of Cede & Co. effects no change in beneficial ownership. DTC has no
knowledge of the actual beneficial owners of the global notes. DTC's records
reflect only the identity of the direct participants to whose accounts those
global notes are credited, which may or may not be the beneficial owners. The
participants will remain responsible for keeping account of their holdings on
behalf of their customers.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any applicable statutory or regulatory
requirements.
Redemption notices will be sent to Cede & Co. If less than all of the global
notes are being redeemed, and unless otherwise notified by either us or the
trustee, DTC's practice is to determine by lot the amount of the interest of
each direct participant in the notes to be redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to global
notes. Under its usual procedures, DTC will mail an omnibus proxy to us as soon
as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
global notes are credited on the record date. This is identified in a listing
attached to the omnibus proxy.
Payment of interest on and the redemption price of the global notes will be
made to DTC. DTC's practice is to credit direct participants' accounts on the
payment date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
the payment date. Payments by participants to beneficial owners will be
governed by standing instructions and customary practices as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name" and will be the responsibility of that participant and not of
DTC, any agents or us. The foregoing is subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of interest on and
the redemption price of the global notes to DTC is our responsibility.
Disbursement of payments to direct participants will be the responsibility of
DTC. Disbursement of payments to the beneficial owners will be the
responsibility of direct and indirect participants.
A beneficial owner must give notice to elect to have its interest in the
global notes purchased or tendered, through its participant, to the paying
agent, and must effect delivery of this interest by causing the direct
26
<PAGE>
participant to transfer the participant's interest in the global notes, on
DTC's records, to the paying agent. The requirement for physical delivery of
global notes in connection with a demand for purchase of a mandatory purchase
will be deemed satisfied when the ownership rights in the global notes are
transferred by direct participants on DTC's records.
DTC may discontinue providing its services as securities depositary with
respect to the global notes at any time by giving reasonable notice to us or to
our agents. Under these circumstances, or if DTC is at any time unable to
continue as depositary and a successor depositary is not appointed by us within
90 days, we will cause notes to be issued in definitive form in exchange for
the global notes.
According to DTC, the foregoing information with respect to DTC has been
provided to the financial community for informational purposes only and is not
intended to serve as a representation, warranty or contract modification of any
kind. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that we believe to be reliable, but we
take no responsibility for the accuracy.
Neither we, the trustee, any paying agent nor the registrar for the notes
will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interest in a
global security or for maintaining, supervising or reviewing any records
relating to beneficial ownership interests.
Certificated Notes
The notes represented by the global securities are exchangeable for
certificated notes in definitive form and of like tenor if:
. DTC notifies us that it is unwilling or unable to continue as depositary
for the global securities and a successor is not appointed within 90
days or if at any time DTC ceases to be a clearing agency registered
under the Exchange Act,
. an event of default has occurred and is continuing, or
. we, in our discretion and at any time, determine not to have all of the
notes represented by the global securities.
Any notes that are exchangeable pursuant to the preceding sentence are
exchangeable for certificated notes issuable in authorized denominations and
registered in those names as DTC shall direct. Subject to the foregoing, the
global securities are not exchangeable, except for global securities of the
same aggregate denominations to be registered in the name of DTC or its
nominee.
Concerning the Trustee
The Bank of New York is a lender under our credit facilities and may provide
other commercial banking services to us in the future.
27
<PAGE>
DESCRIPTION OF CERTAIN INDEBTEDNESS
Credit Facilities
The description below summarizes the more important terms of our borrowing
arrangements, which we refer to as the credit facilities. We have filed copies
of the loan agreement governing the credit facilities with the SEC as an
exhibit to the registration statement of which this prospectus is a part. You
should refer to that agreement for the complete terms of the credit facilities.
Capitalized words used in the description below have specialized meanings
defined in that agreement.
Several of our principal operating subsidiaries have borrowed and expect to
continue to borrow under the credit facilities. We refer to those borrowers
collectively as the borrower subsidiaries. The credit facilities provide for up
to $2.0 billion of loans, the funding of which has been committed to by the
lenders. The credit facilities also contemplate possible additional borrowings
of up to $500.0 million, although the lenders are not committed to fund those
borrowings. Borrowings under the credit facilities are limited by (a) the cash
flow of the borrower subsidiaries and the Restricted Subsidiaries, (b) their
construction costs of Developing Towers, and (c) the aggregate number of
Developing Towers and AirTouch towers we acquire.
The credit facility is made up of three separate types of loans:
. a $650.0 million reducing revolving credit facility maturing on June 30,
2007,
. a $850.0 million multiple-draw term loan maturing on June 30, 2007, and
. a $500.0 million term loan maturing on December 31, 2007.
We are required to reduce the revolving credit commitments and to amortize
the term loans quarterly, commencing March 31, 2003, in increasing amounts
designed to repay the loans by maturity. We are also required to repay the
loans, and reduce the commitments, out of the proceeds of asset sales and sales
of equity or debt securities, by us or our subsidiaries, and out of cash flow.
We can repay the loans voluntarily at any time, without penalty. As of March
31, 2000, the $500.0 million term loan, $230.0 million of the multiple draw
term loans and $35.0 million of the reducing revolving loan were outstanding.
The lenders waived the requirement of a reduction of the commitments in
connection with our repayment of loans out of the net proceeds of the notes.
We may incur indebtedness under the credit facilities for acquisitions,
construction and other capital expenditures, working capital and general
corporate purposes.
The credit facilities require the maintenance of the following ratios:
. Total Debt to Annualized Operating Cash Flow of not more than 7.75:1
declining in stages to 4.00:1 by January 1, 2004 and thereafter,
. Annualized Operating Cash Flow to Interest Expense of not less than
1.25:1 increasing in stages to 3.00:1 by January 1, 2004 and thereafter,
. Annualized Operating Cash Flow to Pro Forma Debt Service of not less
than 1.10:1, and
. Annualized Operating Cash Flow to Fixed Charges of not less than 1.00:1.
The credit facilities contain certain financial and operational covenants
and other restrictions with which the borrower subsidiaries and the Restricted
Subsidiaries must comply, whether or not there are any borrowings outstanding.
These include restrictions on certain types of acquisitions, other than towers
and communications sites, indebtedness, liens, capital expenditures,
investments in Unrestricted Subsidiaries, and the ability of the borrower
subsidiaries and the Restricted Subsidiaries to pay dividends or make other
distributions.
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<PAGE>
The credit facilities include two events of default that restrict the parent
company:
. it cannot have any Indebtedness for Money Borrowed outstanding other
than (a) the convertible notes issued in October 1999, (b) the notes and
(c) other Indebtedness for Money Borrowed in an aggregate amount not to
exceed $500.0 million and containing certain terms, and
. it is required to invest the net cash proceeds of any issue of Capital
Stock (other than pursuant to permitted acquisitions and up to $2.0
million under stock option plans) or Indebtedness as equity in the
borrower subsidiaries.
Our permitted Indebtedness for Money Borrowed must (a) be unsecured, (b)
have no scheduled payments of principal prior to June 30, 2008, (c) have no
required cash payments of interest and (d) have other terms and conditions
reasonably satisfactory to the Majority Lenders.
We and the Restricted Subsidiaries have guaranteed all of the loans. We have
secured the loans by liens on substantially all assets of the borrower
subsidiaries and the Restricted Subsidiaries and all outstanding capital stock
and other debt and equity interests of our direct and indirect subsidiaries.
Convertible Notes Issued in October 1999
In October 1999, we issued 6.25% Convertible Notes due 2009 in an aggregate
principal amount of $300.0 million and 2.25% Convertible Notes due 2009 at an
issue price of $300.1 million, representing 70.52% of their principal amount at
maturity of $425.5 million. We will accrete each year as interest expense in
our financial statements the difference between the issue price and the
principal amount at maturity of the 2.25% notes. The 6.25% notes are
convertible into shares of Class A common stock at a conversion price of $24.40
per share. The 2.25% notes are convertible into shares of Class A common stock
at a conversion price of $24.00 per share.
We may not redeem the 6.25% notes prior to October 22, 2002. Thereafter, we
may redeem those notes, at our option, in whole or in part at a redemption
price initially of 103.125% of the principal amount. The redemption price
declines ratably immediately after October 15 of each following year to 100% of
the principal amount in 2005. We may not redeem the 2.25% notes prior to
October 22, 2003. Thereafter, we may redeem those notes, at our option, in
whole or in part at increasing redemption prices designed to reflect the
accrued original issue discount. We are also required to pay accrued and unpaid
interest in all redemptions of either series of notes.
Holders may require us to repurchase all or any of their 6.25% notes on
October 22, 2006 at their principal amount, together with accrued and unpaid
interest. Holders may require us to repurchase all or any of their 2.25% notes
on October 22, 2003 at $802.93, which is those notes' issue price plus accreted
original issue discount, together with accrued and unpaid interest. We may, at
our option, elect to pay the repurchase price of each series in cash or shares
of Class A common stock, or any combination thereof. Our credit facilities
restrict our ability to repurchase these notes for cash.
The indentures under which these notes are outstanding do not contain any
restrictions on the payment of dividends, the incurrence of debt or liens or
the repurchase of our equity securities or any financial covenants. Neither
series of notes is entitled to the benefit of any sinking fund. The 6.25% notes
and the 2.25% notes rank equally with the notes.
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<PAGE>
DESCRIPTION OF CAPITAL STOCK
The description below summarizes the more important terms of our capital
stock. Because this section is a summary, it does not describe every aspect of
the capital stock. This summary is subject to and qualified in its entirety by
reference to the provisions of our restated certificate of incorporation, as
amended. We refer to it as the restated certificate. We have filed a copy of
the restated certificate as an exhibit to the registration statement of which
this prospectus is a part. Wherever particular defined terms or provisions of
the restated certificate are referred to, those terms and provisions by
reference as a part of the statements made. We qualify the statements in their
entirety by that reference.
General
Our authorized capital stock consists of 20,000,000 shares of preferred
stock, $.01 par value per share, 500,000,000 shares of Class A common stock,
$.01 par value per share, 50,000,000 shares of Class B common stock, $.01 par
value per share, and 10,000,000 shares of Class C common stock, $.01 par value
per share. The number of outstanding shares of common stock as of March 9, 2000
is shown on page 18.
Preferred Stock
General. Our board of directors will determine the designations,
preferences, limitations and relative rights of the 20,000,000 authorized and
unissued shares of preferred stock, including:
. the distinctive designation of each series and the number of shares that
will constitute the series,
. the voting rights, if any, of shares of the series,
. the dividend rate on the shares of the series, any restriction,
limitation or condition upon the payment of the dividends, whether
dividends will be cumulative, and the dates on which dividends are
payable,
. if the shares are redeemable, the prices at which, and the terms and
conditions on which, the shares of the series may be redeemed,
. the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares of the series,
. any preferential amount payable upon shares of the series upon our
liquidation or the distribution of our assets,
. if the shares are convertible, the price or rates of conversion at
which, and the terms and conditions on which, the shares of the series
may be converted into other securities, and
. whether the series can be exchanged, at our option, into debt
securities, and the terms and conditions of any permitted exchange.
The issuance of preferred stock, or the issuance of rights to purchase
preferred stock, could discourage an unsolicited acquisition proposal.
Common Stock
Dividends. Holders of record of shares of common stock on the record date
fixed by our board of directors are entitled to receive dividends as declared
by our board of directors out of funds legally available for the purpose. No
dividends may be declared or paid in cash or property on any share of any class
of common stock, however, unless simultaneously the same dividend is declared
or paid on each share of the other classes of common stock. Dividends in the
form of shares of stock of any company, including our company or any of our
subsidiaries, are excepted from that requirement. In that case, the shares may
differ as to voting rights to the extent that voting rights then differ among
the different classes of common stock. In the
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case of any dividend payable in shares of common stock, holders of each class
of common stock are entitled to receive the same percentage dividend, payable
in shares of that class, as the holders of each other class. Dividends and
other distributions on common stock are also subject to the rights of holders
of any series of preferred stock or debt that may be outstanding from time to
time. See "--Dividend Restrictions" on page 32.
Voting Rights. Holders of shares of Class A common stock and Class B common
stock have the exclusive voting rights and will vote as a single class on all
matters submitted to a vote of the stockholders. The foregoing is subject to
the requirements of Delaware corporate law, special provisions governing
election of directors and the rights of holders of any series of preferred
stock that may be outstanding from time to time. Each share of Class A common
stock is entitled to one vote and each share of Class B common stock is
entitled to ten votes. The holders of the Class A common stock, voting as a
separate class, have the right to elect two independent directors. The Class C
common stock is nonvoting except as otherwise required by Delaware corporate
law.
Delaware corporate law requires the affirmative vote of the holders of a
majority of the outstanding shares of any class or series of common stock to
approve, among other things, a change in the designations, preferences and
limitations of the shares of that class or series. The restated certificate,
however, requires the affirmative vote of the holders of not less than 66 2/3%
of the Class A common stock and Class B common stock, voting as a single class,
to amend most of the provisions of the restated certificate, including those
relating to the provisions of the various classes of common stock,
indemnification of directors, exoneration of directors for certain acts and the
super-majority provision.
The restated certificate:
. limits the aggregate voting power of Steven B. Dodge and his controlled
entities to 49.99% of the aggregate general voting power, less the
voting power represented by the shares of Class B common stock acquired
by Thomas H. Stoner, a director, and purchasers affiliated with him in
the January 1998 private offering and owned by them or certain
affiliates,
. prohibits future issuances of Class B common stock, except upon exercise
of outstanding options and pursuant to stock dividends or stock splits,
. limits transfers of Class B common stock to permitted transferees,
. provides for automatic conversion of the Class B common stock to Class A
common stock if the aggregate voting power of Mr. Dodge, Mr. Stoner and
their respective controlled entities falls below 21.3%, and
. requires the holders of a majority of Class A common stock to approve
amendments adversely affecting the Class A common stock.
On March 9, 2000, our directors and executive officers, together with their
affiliates, owned beneficially approximately 44.9% of the combined voting power
of our common stock. On that date, Mr. Dodge, together with his affiliates,
owned beneficially approximately 28.9% of the combined voting power.
Conversion Provisions. Shares of Class B common stock and Class C common
stock are convertible, at any time at the option of the holder, on a share for
share basis into shares of Class A common stock. The present owner of Class C
common stock can convert that stock only upon the occurrence of a conversion
event or with the consent of our board of directors. Shares of Class B common
stock automatically convert into shares of Class A common stock upon any sale,
transfer, assignment or other disposition other than (a) to permitted
transferees, or (b) pursuant to pledges, but not to the pledgee upon
foreclosure. Permitted transferees includes certain family members and other
holders of Class B common stock.
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Liquidation Rights. Upon our liquidation, dissolution or winding up, the
holders of each class of common stock are entitled to share ratably in all
assets available for distribution after payment in full of creditors and
payment in full to holders of preferred stock then outstanding of any amount
required to be paid to them.
Other Provisions. The holders of common stock are not entitled to preemptive
or subscription rights. The shares of common stock presently outstanding are
validly issued, fully paid and nonassessable.
In any merger, consolidation or business combination, the holders of each
class of common stock must receive the identical consideration to that received
by holders of each other class of common stock. However, if shares of capital
stock or other securities of any other company are distributed, they may differ
as to voting rights to the same extent that voting rights then differ among the
different classes of common stock.
No class of common stock may be subdivided, consolidated, reclassified or
otherwise changed unless, concurrently, the other classes of common stock are
subdivided, consolidated, reclassified or otherwise changed in the same
proportion and in the same manner.
Dividend Restrictions
Our credit facilities prohibit our borrower subsidiaries from paying cash
dividends or distributions, or from purchasing or otherwise acquiring their
capital stock or other equity interests. However, beginning on April 15, 2004,
if no default exists or would be created under the credit facilities, our
borrower subsidiaries may pay cash dividends or make other distributions of up
to 50% of excess cash flow, for the preceding calendar year.
Delaware Business Combination Provisions
Under Delaware corporate law, certain business combinations, including the
issuance of equity securities, between a Delaware corporation and any
interested stockholder must be approved by the holders of at least 66 2/3% of
the voting stock not owned by the interested stockholder if it occurs within
three years of the date the person became an interested stockholder. The voting
requirement does not apply, however, if, before the acquisition, the
corporation's board of directors approved either the business combination or
the transaction which resulted in the person becoming an interested
stockholder. Interested stockholder means any person who owns, directly or
indirectly, 15.0% or more of the voting power of the corporation's shares of
capital stock. The provision does not apply to Mr. Dodge because our board of
directors approved the transaction pursuant to which he became an interested
stockholder.
Listing of Class A Common Stock
Our Class A common stock is traded on the NYSE under the symbol AMT.
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Harris Trust and
Savings Bank, 311 West Monroe Street, Chicago, Illinois 60606. Its telephone
number is (312) 461-4600.
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SELLING SECURITYHOLDERS
The notes were originally issued by us and sold by the initial purchasers in
private transactions exempt from the registration requirements of the
Securities Act to qualified institutional buyers, as that term is defined in
Rule 144A under the Securities Act. The selling securityholders, which term
includes their transferees, pledgees, donees or their successors, may from time
to time offer and sell pursuant to this prospectus any or all of the notes and
Class A common stock issuable upon their conversion.
Prior to any use of this prospectus in connection with a resale of the notes
or the Class A common stock issuable upon conversion, we will supplement this
prospectus to set forth the name and principal amount of notes and number of
shares beneficially owned by the selling securityholder and the principal
amount of notes or number of shares of Class A common stock to be offered. The
prospectus supplement will also disclose whether any selling securityholder has
held any position or office with, been employed by or otherwise has had a
material relationship with us or any of our affiliates during the three years
prior to the date of the prospectus supplement.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
We have based the following summary of certain federal income tax
consequences upon the Internal Revenue Code of 1986, as amended (we refer to it
as the Code), Treasury regulations, and rulings and decisions now in effect,
all of which are subject to change or differing interpretations. We have not
sought a ruling from the Internal Revenue Service with respect to any matter
described in this summary. We can provide no assurance that the IRS or a court
will agree with the statements made in this summary. This summary applies to
you only if you hold the notes and Class A common stock as a capital asset. A
capital asset is generally an asset held for investment rather than as
inventory or as property used in a trade or business. The summary also does not
discuss the particular tax consequences that might be relevant to you if you
are subject to special rules under the federal income tax laws. Special rules
apply, for example, if you are:
. a bank, life insurance company, regulated investment company, or other
financial institution,
. a broker or dealer in securities or foreign currency,
. a person that has a functional currency other than the U.S. dollar,
. a person who acquires the notes or Class A common stock in connection
with your employment or other performance of services,
. a person subject to alternative minimum tax,
. a person who owns the notes or Class A common stock as part of a
straddle, hedging transaction, conversion transaction, or constructive
sale transaction,
. a tax-exempt entity, or
. an expatriate.
In addition, the following summary does not address all possible tax
consequences. In particular, it does not discuss any estate, gift, state,
local, or foreign tax consequences. For all these reasons, we urge you to
consult with your tax advisor about the federal income and other tax
consequences of the acquisition, ownership and disposition of the notes and
Class A common stock.
As explained below, the federal income tax consequences of acquiring, owning
and disposing of the notes and Class A common stock depend on whether or not
you are a U.S. holder. For purposes of this summary, you are a U.S. holder if
you are a beneficial owner of the notes or Class A common stock and for federal
income tax purposes are:
. a citizen or resident of the United States, including an alien
individual who is a lawful permanent resident of the United States or
meets the substantial presence residency test under the federal income
tax laws,
. a corporation, partnership or other entity treated as a corporation or
partnership for federal income tax purposes, that is created or
organized in or under the laws of the United States, any of the fifty
states or the District of Columbia, unless otherwise provided by
Treasury regulations,
. an estate the income of which is subject to federal income taxation
regardless of its source, or
. a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions
of the trust, or electing trusts in existence on August 20, 1996 to the
extent provided in Treasury regulations,
and if your status as a U.S. holder is not overridden under the provisions of
an applicable tax treaty. Conversely, you are a non-U.S. holder if you are a
beneficial owner of the notes or Class A common stock and are not a U.S.
holder.
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In General
The notes will be treated as indebtedness for federal income tax purposes.
This summary discussion assumes that the IRS will respect this classification.
Payments you might receive on the notes that are for excess cash dividends
paid on Class A common stock should be treated as potential contingent interest
payments and not as distributions on stock potentially taxable as ordinary
dividend income. Further, this summary discussion reflects our expectation that
only a remote possibility exists that you will receive (a) payments for excess
cash dividends on Class A common stock or (b) additional interest because of a
registration default.
Tax Consequences for U.S. Holders
Interest and Excess Cash Dividend Payments on the Notes
The notes bear interest at a stated fixed rate. You must generally include
this stated interest in your gross income as ordinary interest income:
. when you receive it, if you use the cash method of accounting for
federal income tax purposes, or
. when it accrues, if you use the accrual method of accounting for federal
income tax purposes.
Purchase price for a note allocable to prior accrued stated interest may be
treated as offsetting a portion of the interest income from the next scheduled
stated interest payment on the note.
The notes were sold to the initial investors at an amount equal to their
stated principal amount plus any prior accrued stated interest. As a result,
based on applicable Treasury regulations, the notes will not be treated as
having been issued with original issue discount. We refer to that discount as
OID.
If you receive a payment equivalent to an excess cash dividend paid on our
Class A common stock or a payment of additional interest for a registration
default, and if the chances of another payment like that occurring in the
future remain remote, then you should report the payment as ordinary interest
income in the manner discussed above. In that event, the tax consequences of
the notes should otherwise remain unchanged. In contrast, if one or more of
these types of payments cease to remain remote in the future, then the notes
would be treated as having been retired and reissued with OID. In that event,
the tax consequences of holding the notes would then be governed by special OID
rules for contingent payment debt instruments. We urge you to consult your tax
advisor on the consequences to you if these events, which we believe are
remote, should occur.
Amortizable Bond Premium on the Notes
If you purchase a note for an amount which, when reduced by the value of the
conversion feature and by amounts allocated to prior accrued stated interest,
is greater than its principal amount, then you will be treated as having
purchased that note with bond premium equal to the excess. You generally may
elect to amortize this bond premium over the remaining term of the note on a
constant yield method. The amount amortized in any year will be treated as a
reduction of your interest income from the note for that year. If you do not
make the election, your bond premium on a note will decrease the gain or
increase the loss that you otherwise recognize on the note's disposition. Any
election to amortize bond premium applies to all debt obligations, other than
debt obligations the interest on which is excludable from gross income, that
you hold at the beginning of the first taxable year to which the election
applies or that you thereafter acquire. You may not revoke an election to
amortize bond premium without the consent of the IRS. We urge you to consult
with your tax advisor regarding this election.
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Market Discount on the Notes
If you purchase a note for an amount that, after reduction for amounts
allocated to prior accrued stated interest, is less than its principal amount,
then you will be treated as having purchased that note at a market discount
equal to the difference. The foregoing does not apply if the amount of the
market discount is less than the de minimis amount specified under the Code.
Under the market discount rules, you will be required to treat any gain on the
sale, exchange, redemption, retirement, or other taxable disposition of a note,
or any appreciation in a note in the case of a nontaxable disposition such as a
gift, as ordinary income. The amount of ordinary income equals the market
discount that has not previously been included in your income and that is
treated as having accrued on the note through the date of disposition. In
addition, you may be required to defer, until the maturity of the note or
earlier taxable disposition, the deduction of all or a portion of the interest
expense on any indebtedness incurred or continued to purchase or carry the
note.
Any market discount will be considered to accrue evenly during the period
from the date of your acquisition to the maturity date of the note, unless you
elect to accrue the market discount on a constant yield method. You may also
elect to include market discount in income currently as it accrues, on either
an even or constant yield method. In that event, your basis in the note will
increase by the amounts you so include in your income. If you make this
election, the rules described above regarding ordinary income on dispositions
and deferral of interest deductions will not apply. This election to include
market discount in income currently, once made, applies to all market discount
obligations acquired on or after the first taxable year to which the election
applies. You may not revoke an election without the consent of the IRS. We urge
you to consult with your tax advisor regarding these market discount elections.
Redemption or Sale of the Notes
Generally, a redemption or sale of your notes will result in your
recognizing taxable gain or loss equal to the difference between the amount of
cash or property you receive and your adjusted tax basis in the notes. The
preceding rule does not apply to cash or property received that is attributable
to accrued interest, because those amounts would be taxed as interest income in
the manner described above. Your adjusted tax basis in a note generally will be
equal to your cost for the notes, after reduction for amounts allocated to
prior accrued stated interest, increased by any market discount included in
your income, and reduced by any bond premium you amortized and principal
payments you received. Subject to the market discount rules described above,
your gain or loss will be capital gain or loss and will be long term capital
gain or loss if your holding period in the note exceeds one year.
Repurchase of the Notes at Your Option
If you exercise your repurchase right, then we will exchange your notes for
an amount of cash, Class A common stock, or a combination of both. To the
extent the cash or Class A common stock received constitutes payment of accrued
interest, those amounts will be taxed as interest income in the manner
described above. The balance of the cash and Class A common stock will be
treated as proceeds of the exchange and taxed in the following manner. In an
exchange of notes solely for cash, the repurchase will be treated as a
redemption for cash, the consequences of which we discussed above. In an
exchange of notes involving Class A common stock, the repurchase should
constitute a recapitalization in which you will not recognize any taxable gain,
except to the extent of the cash you receive, and in which you will not
recognize any loss. Accordingly, your tax basis in the Class A common stock you
receive would equal your adjusted tax basis in the notes you surrendered, plus
the taxable gain you recognized and minus the amount of cash you received in
the recapitalization. Your holding period in the Class A common stock would
include your holding period in the notes you surrendered in the
recapitalization.
Conversion of the Notes into Class A Common Stock; Distributions or Sales of
Class A Common Stock
You will generally not recognize any gain or loss on conversion of your
notes solely into shares of Class A common stock, except that shares of Class A
common stock attributable to accrued interest may be taxable as interest in the
manner described above.
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Your income tax basis for the shares of Class A common stock received upon
conversion will be equal to the adjusted tax basis of the notes you exchange,
except for any adjustment necessary because of the deemed receipt of any
interest upon conversion or your receipt of cash in lieu of a fractional share
of Class A common stock. Any accrued market discount not previously included in
income as of the date of the conversion of the notes will carry over to the
Class A common stock received on conversion and will give rise to ordinary
income upon the subsequent disposition of that stock. Your holding period in
the Class A common stock will include your holding period in the notes you
surrendered in the conversion, except that shares of Class A common stock
attributable to accrued interest may have a holding period commencing upon
conversion. You will have some taxable gain if you receive cash in lieu of a
fractional share of Class A common stock.
Distributions on Class A common stock are treated as follows:
. first as ordinary dividend income to the extent paid out of our current
or accumulated earnings and profits,
. next as a nontaxable return of capital that reduces your basis in the
stock dollar-for-dollar until the basis has been reduced to zero, and
. finally as gain from the sale or exchange of the stock.
We do not anticipate making distributions on the Class A common stock at this
time.
Subject to the market discount rules discussed above, your sale or other
taxable disposition of Class A common stock will generally result in capital
gain or loss equal to the difference between the amount of cash or property you
receive and your adjusted tax basis in the stock.
Potential Distributions Resulting from Adjustment of Conversion Price
Your rights to convert your notes into Class A common stock allow for the
conversion price to be adjusted under a number of circumstances, generally to
ensure that you receive an economically equivalent number of shares from a
conversion following stock splits and stock dividends of our Class A common
stock. Section 305 of the Code may treat some of these adjustments as
constructive taxable distributions of stock. This would generally occur if the
conversion price is adjusted for a taxable distribution to the holders of Class
A common stock. Constructive distributions so treated would be taxable as
follows:
. first as dividends to the extent paid out of our current or accumulated
earnings and profits,
. next as a nontaxable return of capital to the extent of your basis in
the notes, and
. finally as gain from the sale or exchange of the notes.
Your adjusted tax basis in the notes would be increased by constructive
distributions to you taxable as dividends or gain. Your basis would be
unaffected by constructive distributions that were nontaxable returns of
capital. Conversely, a failure to appropriately adjust the conversion price of
the notes could result in a constructive distribution to holders of Class A
common stock that would be taxable to them in a similar manner.
Special Tax Consequences for Non-U.S. Holders
The federal income tax attributes of the notes and Class A common stock for
non-U.S. holders are generally comparable to those described above for U.S.
holders. However, special federal income tax rules apply to non-U.S. holders as
described below.
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In General
If you are a non-U.S. holder, you will generally not be subject to federal
income taxes on payments of principal, premium, if any, or interest or OID, if
any, on a note or upon the sale, exchange, redemption, retirement or other
disposition of a note or Class A common stock, if:
. you do not own directly or indirectly 10% or more of the total voting
power of all classes of our voting stock,
. your income and gain in respect of the note or Class A common stock is
not effectively connected with the conduct of a United States trade or
business,
. you are not a controlled foreign corporation that is related to or under
common control with us,
. we or the applicable withholding agent has received from you a properly
executed, applicable IRS Form W-8 or substantially similar form in the
year in which a payment of interest, OID, if any, principal, or premium
on a note occurs, or in a preceding calendar year to the extent provided
for in the instructions to the applicable IRS Form W-8,
. in the case of gain upon the sale, exchange, redemption, retirement or
other disposition of a note or Class A common stock recognized by an
individual non-U.S. holder, you were present in the United States for
less than 183 days during the taxable year in which the gain was
recognized, and
. section 897 of the Code, discussed below, does not apply to you.
The IRS Form W-8 or substantially similar form must be signed by you under
penalties of perjury certifying that you are a non-U.S. holder and providing
your name and address. You must inform the withholding agent of any change in
the information on the statement within 30 days of the change. If you hold a
note or Class A common stock through a securities clearing organization or
other qualified financial institution, the organization or institution may
provide a signed statement to the withholding agent. However, in that case,
they must generally accompany the signed statement with a copy of the executed
IRS Form W-8 or substantially similar form that you provided to the
organization or institution.
Except in the case of income or gain that is effectively connected with the
conduct of a United States trade or business, discussed immediately below,
interest, OID, if any, dividends or gain recognized by you which does not
qualify for exemption from taxation will be subject to federal income tax and
withholding at a rate of 30% unless reduced or eliminated by an applicable tax
treaty. For example, neither constructive distributions on notes taxable as
dividends, nor excess cash dividend payments on notes, nor dividends on Class A
common stock would qualify for exemption from taxation, although an applicable
tax treaty may reduce the tax rate on these items to below 30%. You may
generally use IRS Form 1001 to claim tax treaty benefits for calendar year
2000, and under new Treasury regulations discussed below an applicable IRS Form
W-8 or substantially similar form for subsequent calendar years.
Effectively Connected Income and Gain
If you are a non-U.S. holder whose income and gain in respect of a note or
Class A common stock is effectively connected with the conduct of a United
States trade or business, you will be subject to regular federal income tax on
this income and gain in generally the same manner as U.S. holders, and general
federal income tax return filing requirements will apply. In addition, if you
are a corporation, you may be subject to a branch profits tax equal to 30% of
your effectively connected adjusted earnings and profits for the taxable year,
unless you qualify for a lower rate under an applicable tax treaty. To obtain
an exemption from withholding on interest, dividends, and OID, if any, you may
generally supply to the withholding agent an IRS Form 4224 for calendar year
2000, and under new Treasury regulations discussed below an applicable IRS Form
W-8 or substantially similar form for subsequent calendar years.
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We believe we are and will continue to be a United States real property
holding corporation. Because of this, section 897 of the Code and the
applicable Treasury regulations potentially cause any gain or loss you realize
upon a disposition of your notes or Class A common stock to be treated as
effectively connected with the conduct of a trade or business in the United
States, and thus taxable as effectively connected gain in the manner described
above. Section 897 can also cause realized gains that would otherwise remain
unrecognized to be recognized in full absent compliance with procedural
requirements under section 897. An example of this would be gains in a
recapitalization where you have required us to repurchase your note in exchange
for Class A common stock. We believe that, so long as our Class A common stock
continues to be regularly traded on the New York Stock Exchange, you will not
recognize taxable gain under section 897 on a disposition of a note or Class A
common stock, so long as you meet the following three standards:
. you have not directly or indirectly owned, at any time during the five-
year period preceding the disposition, more than 5% of the outstanding
notes,
. you have not directly or indirectly owned more than 5% of the
outstanding Class A common stock at any time during the five-year period
preceding the disposition, and
. upon the date of your acquisition of any of the notes or any other
interests in our company not regularly traded on an established
securities market, the aggregate fair market value of all of your direct
or indirect interests in our company not regularly traded on an
established securities market, does not exceed 5% of the aggregate value
of our outstanding Class A common stock.
We urge you to consult with your tax advisor to determine whether you meet
these three standards, or whether you otherwise qualify for exemption from
section 897 of the Code.
Our Deductions for Interest on the Notes
Under section 279 of the Code, deductions otherwise allowable to a
corporation for interest and OID expense may be reduced or eliminated in the
case of corporate acquisition indebtedness. This is defined generally to
include subordinated convertible debt issued to provide consideration for the
acquisition of stock or a substantial portion of the assets of another
corporation, if the acquiring corporation does not meet statutorily specified
debt/equity ratio and earnings coverage tests. Our deductions for interest and
any OID expense on any notes could be reduced or eliminated if the notes meet
the definition of corporate acquisition indebtedness in the year of issue.
Also, the notes could become corporate acquisition indebtedness in a subsequent
year if we initially meet the debt/equity ratio and earnings coverage tests,
but later fail them in a year during which we issue additional indebtedness for
corporate acquisitions. Because the notes are not expressly subordinated to any
of our unsecured debt, and because the notes have the same creditor priority as
more than an insubstantial amount of our trade debt, we believe the notes are
not subordinated within the meaning of section 279 of the Code and therefore do
not constitute corporate acquisition indebtedness.
Under section 163(l) of the Code, our deduction for interest and any OID
expense on the notes would be disallowed if they are found to be disqualified
debt instruments. Disqualified debt instruments are debt instruments:
. where a substantial amount of the principal or interest is required to
be paid in or converted into, or at the option of the issuer or a
related party is payable in or convertible into, issuer equity, or
. which are part of an arrangement that is reasonably expected to result
in a transaction described in the preceding clause.
For these purposes, principal or interest on a debt instrument is treated as
required to be paid in or converted into issuer equity if the payment or
conversion may be required at the option of the holder and that option is
substantially certain to be exercised. We do not believe that principal or
interest on the notes is required to be paid in or converted into our equity
under section 163(l), because principal or interest on our notes may only be
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exchanged for equity in our company at the holder's option, and we do not
believe that this option is substantially certain to be exercised. Furthermore,
the legislative history of section 163(l) indicates that the provision is not
intended to apply to debt instruments with a conversion feature where the
conversion price is significantly higher than the market price of the stock on
the issue date of the debt. We believe that the conversion price of the notes
was significantly higher than the market price of our Class A common stock on
the date the notes were issued. Accordingly, we believe that the notes are not
disqualified debt instruments under section 163(l). However, our conclusions in
this regard are factual judgments. We can give no legal opinion on these
matters and cannot assure you that the IRS or a court would agree with our
conclusions.
Information Reporting, Income Tax Withholding and Backup Withholding
Information reporting, income tax withholding and backup withholding may
apply to interest, OID, if any, dividend and other payments to you under the
circumstances discussed below. Amounts withheld are generally not an additional
tax and may be refunded or credited against your federal income tax liability,
provided you furnish the required information to the IRS.
If You are a U.S. Holder. You may be subject to backup withholding at a 31%
rate when you receive interest, OID, if any, and dividends with respect to the
notes or Class A common stock, or when you receive proceeds upon the sale,
exchange, redemption, retirement or other disposition of the notes or Class A
common stock. In general, you can avoid this backup withholding by properly
executing under penalties of perjury an IRS Form W-9 or substantially similar
form that provides:
. your correct taxpayer identification number, and
. a certification that (a) you are exempt from backup withholding because
you are a corporation or come within another enumerated exempt category,
(b) you have not been notified by the IRS that you are subject to backup
withholding, or (c) you have been notified by the IRS that you are no
longer subject to backup withholding.
If you do not provide your correct taxpayer identification number on the IRS
Form W-9 or substantially similar form, you may be subject to penalties imposed
by the IRS.
Unless you have established on a properly executed IRS Form W-9 or
substantially similar form that you are a corporation or come within another
enumerated exempt category, interest, OID, if any, dividend and other payments
on the notes or Class A common stock paid to you during the calendar year, and
the amount of tax withheld, if any, will be reported to you and to the IRS.
Special Rule for U.S. Holders Beneficially Owned by Non-U.S. Holders. As
stated above, we believe we are currently and will continue to be a United
States real property holding corporation under section 897 of the Code. Section
1445 of the Code governs income tax withholding for gains taxable to non-U.S.
holders under section 897. It provides that upon a disposition of the notes or
Class A common stock, income tax withholding may be required of disposing U.S.
holders that are partnerships, trusts, estates, and other entities because of
their beneficial ownership by non-U.S. holders. We believe that, so long as our
Class A common stock continues to be regularly traded on the New York Stock
Exchange, you will not have to withhold upon a disposition of the notes or
Class A common stock under section 1445 of the Code if you meet the 5%
thresholds discussed above that are applicable to non-U.S. holders on the
disposition of the notes and Class A common stock. We urge you to consult with
your tax advisor to determine whether you meet these standards, or whether you
otherwise qualify for exemption from sections 897 and 1445 of the Code.
Special Rule for Substantial Acquisitions from Non-U.S. Holders. As stated
above, we believe we are currently and will continue to be a United States real
property holding corporation under section 897 of the Code. Because of this,
Section 1445 of the Code may require a person acquiring notes from a non-U.S.
holder to withhold 10% of the purchase price. However, so long as our Class A
common stock continues to be regularly traded on the New York Stock Exchange,
this 10% withholding is generally not required for an
40
<PAGE>
acquisition of notes where the purchase price constitutes 5% or less of the
then aggregate value of the outstanding Class A common stock. We urge you to
consult with your tax advisor to determine whether you meet this standard, or
whether you otherwise qualify for exemption from section 1445 of the Code.
If You are a Non-U.S. Holder. The amount of interest, OID, if any, and
dividends paid to you on a note or Class A common stock during each calendar
year, and the amount of tax withheld, if any, will generally be reported to you
and to the IRS. This information reporting requirement applies regardless of
whether you were subject to withholding or whether withholding was reduced or
eliminated by an applicable tax treaty. Also, interest, OID, if any, and
dividends paid to you may be subject to backup withholding at a 31% rate,
unless you properly certify your non-U.S. holder status on an IRS Form W-8 or
substantially similar form. Similarly, information reporting and 31% backup
withholding will not apply to proceeds you receive upon the sale, exchange,
redemption, retirement or other disposition of the notes or Class A common
stock, if you properly certify that you are a non-U.S. holder on an IRS Form W-
8 or substantially similar form. Even without having executed an IRS Form W-8
or substantially similar form, however, in some cases information reporting and
31% backup withholding will not apply to proceeds you receive upon the sale,
exchange, redemption, retirement or other disposition of the notes or Class A
common stock if you receive those proceeds through a broker's foreign office.
If you are a non-U.S. holder whose income and gain on the notes or Class A
common stock are effectively connected with the conduct of a United States
trade or business, a slightly different rule may apply to proceeds you receive
upon the sale, exchange, redemption, retirement or other disposition of those
securities. Until you comply with the new Treasury regulations discussed below,
information reporting and 31% backup withholding may apply to you in the same
manner as to a U.S. holder, and thus you may have to execute an IRS Form W-9 or
substantially similar form to prevent the backup withholding.
New Treasury Regulations. New Treasury regulations alter the withholding
rules on interest, OID, if any, dividends and sale or exchange proceeds paid to
you, effective generally for payments after December 31, 2000 and subject to
complex transition rules. For example, documentation and procedures satisfying
the new Treasury regulations are deemed in some instances to satisfy current
law requirements. In these instances you or the withholding agent may wish to
satisfy the requirements of the new Treasury regulations rather than the
requirements of the Treasury regulations soon to expire. The new Treasury
regulations are complex, and we urge you to consult with your tax advisor to
determine how the new Treasury regulations affect your particular
circumstances.
The new Treasury regulations replace old IRS Forms W-8, 1001 and 4224 with a
new series of IRS Forms W-8, which you will generally have to properly execute
earlier than you would have otherwise had to for purposes of providing
replacements for the old IRS forms. For example, you must properly execute the
appropriate new version of IRS Form W-8, or substantially similar form, no
later than December 31, 2000 if you remain a non-U.S. holder of the notes or
Class A common stock on that date. Under the new Treasury regulations, it may
also be possible for you to receive payments on those securities through a
qualified intermediary that complies with requisite procedures and provides
applicable certification of your non-U.S. holder status on your behalf. The new
Treasury regulations also clarify withholding agents' standards of reliance on
executed IRS Forms W-8 or substantially similar forms.
If you are a non-U.S. holder claiming benefits under an income tax treaty,
you should be aware that you may be required to obtain a taxpayer
identification number and to certify your eligibility under the applicable
treaty's limitations on benefits article in order to comply with the new
Treasury regulations' certification requirements. The new Treasury regulations
also provide special rules to determine whether, for purposes of determining
the applicability of a tax treaty, amounts paid to a non-U.S. holder that is an
entity should be treated as paid to the entity or to those holding the
ownership interests in that entity, and whether the entity or the holders in
the entity are entitled to benefits under the tax treaty.
41
<PAGE>
REGISTRATION RIGHTS AGREEMENT
On February 15, 2000, we entered into a registration rights agreement with
the initial purchasers for the benefit of the holders of the notes. That
agreement obligates us, at our sole expense, as follows:
. use our reasonable best efforts to file a shelf registration statement
as soon as practicable, but in no event more than 90 days after the
issue of the notes, covering resales of the notes and the Class A common
stock issuable upon their conversion. We refer to those securities
collectively as the registrable securities,
. to use our reasonable best efforts to cause the shelf registration
statement to be declared effective under the Securities Act within 150
days after the issue of the notes, and
. to use our reasonable best efforts to keep the shelf registration
statement effective and usable for two years or any shorter period
required under Rule 144(k) of the Securities Act.
We are permitted to suspend the use of the shelf registration statement
during certain black-out periods if we determine in good faith that it is in
our best interest and if we provide the registered holders with written notice
of the suspension. The period may not exceed 30 days in any three-month period
and may not exceed 90 days in the aggregate in any 12-month period. We are also
not required to maintain the shelf registration statement if prior to the end
of that two-year period or other shorter Rule 144(k) period all the registrable
securities have been sold under the shelf registration statement, transferred
under Rule 144 under the Securities Act or otherwise transferred in a way that
eliminates their Securities Act transfer restrictions for future resales by
non-affiliates.
The registration statement of which this prospectus is a part satisfies the
first two of the foregoing requirements.
We are obligated to:
. provide each holder of registrable securities with copies of this
prospectus,
. notify each holder when the registration statement has become effective,
and
. take certain other actions as are required to permit unrestricted
resales of the registrable securities.
If you sell registrable securities pursuant to the registration statement,
you:
. will usually be required to be named as a selling securityholder in this
prospectus and to deliver this prospectus to purchasers,
. will be subject to certain of the civil liability provisions under the
Securities Act in connection with your sales, and
. will be bound by the applicable provisions of the registration rights
agreement, including certain indemnification rights and obligations.
If a registration default occurs, the interest rate will be increased 0.50%
per annum, subject to certain exceptions. Following the cure of a registration
default, the interest rate will become the rate in effect immediately prior to
the registration default. We use the term registration default to mean if:
. we fail to timely file the shelf registration statement with the SEC
within 90 days of closing,
. the SEC has not declared the shelf registration statement effective
within 150 days of closing, or
. we fail to keep the shelf registration statement that has been declared
effective continuously effective and usable, subject to certain
exceptions, for the period required.
Each registrable security contains a legend to the effect that the holder is
deemed to have agreed to be bound by the provisions of the registration rights
agreement.
The summary of certain provisions of the registration rights agreement does
not purport to be complete. It is subject to, and is qualified in its entirety
by reference to, all the provisions of the registration rights agreement. We
have filed a copy of it as an exhibit to the registration statement of which
this prospectus is a part.
42
<PAGE>
PLAN OF DISTRIBUTION
The notes and Class A common stock may be sold from time to time to
purchasers directly by the selling securityholders. Alternatively, the selling
securityholders may from time to time offer the notes with discounts,
concessions or commissions from the selling securityholders or the purchasers
of the notes and Class A common stock for whom they may act as agent. The
selling securityholders and any brokers, dealers or agents who participate in
the distribution of the notes and Class A common stock may be deemed to be
underwriters. Accordingly, any profits on the sale of the notes and Class A
common stock by them and any discounts, commissions or concessions received by
any brokers, dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. To the extent the selling securityholders
may be deemed to be underwriters, the selling securityholders may be subject to
certain statutory liabilities, including Sections 11, 12 and 17 of the
Securities Act and Rule 10b-5 under the Exchange Act.
The notes and Class A common stock may be sold from time to time in one or
more transactions at fixed prices, at prevailing market prices at the time of
sale, at varying prices determined at the time of sale or at negotiated prices.
The notes and Class A common stock may be sold by one or more of the following
methods:
. a block trade in which the broker or dealer so engaged will attempt to
sell the notes and Class A common stock issuable upon conversion as
agent but may position and resell a portion of the block as principal to
facilitate the transaction,
. purchases by a broker or dealer as principal and resale by it for its
account pursuant to this prospectus,
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers,
. an exchange distribution in accordance with the rules of that exchange,
. face-to-face transactions between sellers and purchasers without a
broker-dealer,
. through the writing of options, and
. other transactions.
At any time a particular offer of the notes and Class A common stock is
made, a revised prospectus or prospectus supplement, if required, will be
distributed. It will set forth the aggregate amount and type of securities
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions, concessions and
other items constituting compensation from the selling securityholders and any
discounts, commissions or concessions allowed or reallowed or paid to dealers.
The prospectus supplement and, if necessary, a post-effective amendment to the
registration statement of which this prospectus is a part, will be filed with
the SEC to reflect the disclosure of additional information with respect to the
distribution of the notes and Class A common stock. Notes and Class A common
stock covered by this prospectus may also be sold in private transactions or
under Rule 144 rather than pursuant to this prospectus.
We have agreed in the registration rights agreement to keep this prospectus
useable until February 15, 2002 as described under "Registration Rights
Agreement" on page 42. We know of no plans, arrangements or understandings
between any selling securityholders and any broker, dealer, agent or
underwriter regarding the sale of the securities by the selling
securityholders. We cannot assure you that any selling securityholder will sell
any or all of the securities offered by it under this prospectus or that any
selling securityholder will not transfer, devise or gift those securities by
other means not described in this prospectus.
The selling securityholders and any other person participating in a
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations under that act, including Regulation M. Regulation M
may limit the timing of purchases and sales of any of the notes and Class A
common stock by the selling securityholders and any other participating person.
Furthermore, Regulation M may restrict the
43
<PAGE>
ability of any person engaged in the distribution of the notes and Class A
common stock to engage in market-making activities with respect to the
particular notes and Class A common stock being distributed for a period of up
to five business days prior to the commencement of the distribution. All of the
foregoing may affect the marketability of the notes and Class A common stock
and the ability of any person to engage in market-making activities with
respect to the notes and Class A common stock.
Pursuant to the registration rights agreement, we and each of the selling
securityholders will be indemnified by the other against certain liabilities,
including certain liabilities under the Securities Act, or will be entitled to
contribution in connection with these matters.
We have agreed to pay substantially all of the expenses incidental to the
registration, offering and resale by the selling securityholders of the notes
and underlying Class A common stock to the public other than commissions, fees
and discounts of underwriters, brokers, dealers and agents.
We will not receive any of the proceeds of the sale of the notes and Class A
common stock covered by this prospectus.
LEGAL MATTERS
Sullivan & Worcester LLP, Boston, Massachusetts has passed upon the validity
of the notes and the Class A common stock issuable upon conversion of the notes
for us. Sullivan & Worcester LLP, Boston, Massachusetts, also passed upon
certain matters relating to United States federal income tax considerations for
us, as our special tax counsel. Norman A. Bikales, a member of the firm of
Sullivan & Worcester LLP, is the owner of 11,000 shares of Class A common stock
and 41,490 shares of Class B common stock and has options to purchase 20,000
shares of Class A common stock at $10.00 per share and 25,000 shares of Class A
common stock at $23.813 per share. Mr. Bikales and/or associates of that firm
serve as our secretary or assistant secretaries and certain of our
subsidiaries.
EXPERTS
The consolidated financial statements of American Tower Corporation
incorporated in this prospectus by reference from American Tower Corporation's
annual report on Form 10-K for the year ended December 31, 1999 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
We are incorporating the following financial statements by reference in this
prospectus from our Form 8-K dated March 30, 2000:
. The consolidated financial statements of UNIsite, Inc. and subsidiaries
as of December 31, 1999 and 1998 and for the three years ended December
31, 1999 have been incorporated by reference in this prospectus in
reliance upon the report of KPMG LLP, independent auditors. We have
incorporated that report by reference in this prospectus, and upon the
authority of said firm as experts in accounting and auditing.
. The consolidated financial statements of ICG Satellite Services, Inc.
and subsidiary as of November 30, 1999 and for the eleven months ended
November 30, 1999 have been incorporated by reference in this prospectus
in reliance upon the report of KPMG LLP, independent certified public
accountants. We have incorporated that report by reference, and upon the
authority of said firm as experts in accounting and auditing.
44
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information on file at the SEC's public reference room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You can request copies of those documents
upon payment of a duplicating fee to the SEC. You may also review a copy of the
registration statement at the SEC's regional offices in Chicago, Illinois and
New York, New York. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. You can review our
SEC filings and the registration statement by accessing the SEC's Internet site
at http://www.sec.gov.
The SEC allows us to incorporate by reference the information we file with
them. This means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus. Statements in this prospectus regarding the
contents of any contract or other document may not be complete. You should
refer to the copy of the contract or other document filed as an exhibit to the
registration statement. Later information we file with the SEC will update and
supersede information we have included or incorporated by reference in this
prospectus.
We incorporate by reference the documents listed below and any filings made
after the date of the original filing of the registration statement of which
this prospectus is a part made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until this offering is completed
or terminated:
. our Annual Report on Form 10-K for the fiscal year ended December 31,
1999 (the "1999 Annual Report"),
. our Proxy Statement for our 2000 annual meeting of stockholders, and
. our Current Reports on Form 8-K dated February 24, 2000 and March 30,
2000.
We will provide a copy of the documents we incorporate by reference,
excluding exhibits other than those to which we specifically refer. You may
obtain this information at no cost by writing or telephoning us at: 116
Huntington Avenue, Boston, Massachusetts 02116, (617) 375-7500, Attention:
Director of Investor Relations.
45
<PAGE>
[AMERICAN TOWER LOGO APPEARS HERE]
<PAGE>
AMERICAN TOWER CORPORATION
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following expenses are the estimated expenses of the issuance and
distribution of the securities (other than underwriting discounts and
commissions) being registered, all of which will be paid by American Tower:
<TABLE>
<S> <C>
Securities and Exchange Commission fee............................. $118,800
New York Stock Exchange listing fee................................ 1,500
Accountants' fees and expenses..................................... 210,000
Legal fees and expenses............................................ 300,000
Miscellaneous...................................................... 250,000
--------
Total............................................................ $880,300
========
</TABLE>
The foregoing, except for the SEC and NYSE fees, are estimated.
Item 15. Indemnification of Directors and Officers.
Section 145 of the DGCL provides, in effect, that any person made a party to
any action by reason of the fact that he is or was a director, officer,
employee or agent of ATC may and, in certain cases, must be indemnified by ATC
against, in the case of a non-derivative action, judgments, fines, amounts paid
in settlement and reasonable expenses (including attorney's fees), if in either
type of action he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of ATC and, in a non-derivative
action, which involves a criminal proceeding, in which that person had no
reasonable cause to believe his conduct was unlawful. This indemnification does
not apply, in a derivative action, to matters as to which it is adjudged that
the director, officer, employee or agent is liable to ATC, unless upon court
order it is determined that, despite such adjudication of liability, but in
view of all the circumstances of the case, he is fairly and reasonably entitled
to indemnity for expenses.
Article XII of ATC's By-Laws provides that ATC shall indemnify each person
who is or was an officer or director of ATC to the fullest extent permitted by
Section 145 of the DGCL.
Article Sixth of ATC's Restated Certificate states that no director of ATC
shall be personally liable to ATC or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for (i) breach of the director's
duty of loyalty to ATC or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law,
(iii) liability under Section 174 of the DGCL relating to certain unlawful
dividends and stock repurchases, or (iv) any transaction from which the
director derived an improper personal benefit.
Item 16. Exhibits.
Listed below are the exhibits which are filed as part of this Registration
Statement on Form S-3 (according to the number assigned to them in Item 601 of
Regulation S-K).
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
No. Description of Document Exhibit File No.
------- ----------------------- ----------------
<C> <S> <C>
4.1 Indenture, by and between the Company and The Bank
of New York as Trustee, for the Notes, dated as of
February 15, 2000, including form of the Note....... (*4.1)
4.2 Form of Note (included in Exhibit 4.1)............... (*4.2)
4.3 Registration Rights Agreement, by and between the
Company and the Initial Purchasers named therein,
dated as of February 15, 2000....................... (*4.8)
5 Opinion of Sullivan & Worcester LLP.................. Filed herewith as Exhibit 5
8 Tax Opinion of Sullivan & Worcester LLP.............. Filed herewith as Exhibit 8
12 Statement Regarding Computation of Ratios of
Earnings to Fixed Charges........................... (**12)
23 Consents of Sullivan & Worcester LLP................. Contained in the opinions of
Sullivan & Worcester LLP
filed herewith as part of
Exhibits 5 and 8
23.1 Consent of Deloitte & Touche LLP..................... Filed herewith as Exhibit
23.1
23.2 Consent of KPMG LLP.................................. Filed herewith as Exhibit
23.2
23.3 Consent of KPMG LLP.................................. Filed herewith as Exhibit
23.3
24 Power of Attorney.................................... Filed herewith as page II-4
of the Registration
Statement
25 Statement of Eligibility of Trustee on Form T-1...... Filed herewith as Exhibit 25
</TABLE>
- ---------------------
* Incorporated by reference to the Company's Current Report on Form 8-K filed
on February 24, 2000. Parenthetical number reference is to exhibit number in
incorporated document.
** Incorporated by reference to the Company's Annual Report on Form 10-K filed
on March 29, 2000. Parenthetical number reference is to exhibit number in
incorporated document.
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this registration statement; and
II-2
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15 of
this registration statement, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes:
(1) To file an application for the purpose of determining the eligibility
of the trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Act.
(2) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was effective.
(3) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of Prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 21th
day of April, 2000.
American Tower Corporation
/s/ Steven B Dodge
By: _________________________________
Steven B. Dodge
Chairman of the Board, President
and Chief Executive Officer
The undersigned Officers and Directors of American Tower Corporation (the
"Company") hereby severally constitute Joseph L. Winn, Justin D. Benincasa,
Jonathan R. Black and Norman A. Bikales, and each of them, acting singly, our
true and lawful attorneys to sign for us and in our names in the capacities
indicated below the Company's Registration Statement on Form S-3 relating to
the registration of such securities under the Securities Act of 1933, as
amended, and any and all amendments thereto, including without limitation any
registration statement or post-effective amendment thereof filed under and
meeting the requirements of rule 462(b) under the Securities Act, hereby
ratifying and confirming our signatures as they may be signed by our attorneys
to such Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven B. Dodge Chairman of the Board and April 21, 2000
______________________________________ Chief Executive Officer
Steven B. Dodge
/s/ Joseph L. Winn Chief Financial Officer April 21, 2000
______________________________________
Joseph L. Winn
/s/ Justin D. Benincasa Corporate Controller April 21, 2000
______________________________________
Justin D. Benincasa
/s/ Alan L. Box Director April 21, 2000
______________________________________
Alan L. Box
/s/ Arnold L. Chavkin Director April 21, 2000
______________________________________
Arnold L. Chavkin
/s/ Dean H. Eisner Director April 21, 2000
______________________________________
Dean H. Eisner
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jack D. Furst Director April 21, 2000
______________________________________
Jack D. Furst
/s/ J. Michael Gearon, Jr. Director April 21, 2000
______________________________________
J. Michael Gearon, Jr.
/s/ Fred R. Lummis Director April 21, 2000
______________________________________
Fred R. Lummis
/s/ Randall Mays Director April 21, 2000
______________________________________
Randall Mays
/s/ Thomas H. Stoner Director April 21, 2000
______________________________________
Thomas H. Stoner
/s/ Maggie Wilderotter Director April 21, 2000
______________________________________
Maggie Wilderotter
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Listed below are the exhibits which are filed as part of this Registration
Statement on Form S-3 (according to the number assigned to them in Item 601 of
Regulation S-K).
<TABLE>
<CAPTION>
Exhibit
No. Description of Document Exhibit File No.
------- ----------------------- ----------------
<C> <S> <C>
4.1 Indenture, by and between the Company
and The Bank of New York as Trustee,
for the Notes, dated as of February
15, 2000 including form of the
Note................................ *(4.1)
4.2 Form of Note (included in Exhibit
4.1)................................ *(4.2)
4.3 Registration Rights Agreement, by and
between the Company and the Initial
Purchasers named therein, dated as
of February 15, 2000................ *(4.8)
5 Opinion of Sullivan & Worcester LLP.. Filed herewith as Exhibit 5
8 Tax Opinion of Sullivan & Worcester
LLP................................. Filed herewith as Exhibit 8
12 Statement Regarding Computation of
Ratios of Earnings to Fixed
Charges............................. **(12)
23 Consents of Sullivan & Worcester Contained in the opinions of
LLP................................. Sullivan & Worcester LLP filed
herewith as part of Exhibits 5
and 8
23.1 Consent of Deloitte & Touche LLP..... Filed herewith as Exhibit 23.1
23.2 Consent of KPMG LLP.................. Filed herewith as Exhibit 23.2
23.3 Consent of KPMG LLP.................. Filed herewith as Exhibit 23.3
24 Power of Attorney.................... Filed herewith as page II-4 of
the Registration Statement
25 Statement of Eligibility of Trustee
on Form T-1......................... Filed herewith as Exhibit 25
</TABLE>
- ---------------------
* Incorporated by reference to the Company's Current Report on Form 8-K filed
on February 24, 2000. Parenthetical number reference is to exhibit number in
incorporated document.
** Incorporated by reference to the Company's Annual Report on Form 10-K filed
on March 29, 2000. Parenthetical number reference is to exhibit number in
incorporated document.
<PAGE>
EXHIBIT 5
April 20, 2000
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
Dear 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 $450,000,000 aggregate principal amount of
American Tower's 5.0% Convertible Notes due 2010 (the "Notes") and 8,737,864
shares of Class A Common Stock, par value $.01 per share, issuable upon
conversion of such Notes (the "Class A Common Stock"), plus such indeterminate
amount of shares of Class A Common Stock as may become issuable upon conversion
of the Notes as a result of adjustments to the conversion price (the "Shares"),
to be offered by the selling securityholders (as 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-3 (the "Registration Statement").
We have acted as counsel to American Tower in connection with the
preparation of the (i) Registration Statement, (ii) the Indenture, dated as of
February 15, 2000, for the Notes between American Tower and The Bank of New
York, as trustee (the "Indenture"), and (iii) the Registration Rights Agreement,
dated as of February 15, 2000, between American Tower and Credit Suisse First
Boston Corporation, Deutsche Bank Securities Inc., Lehman Brothers Inc, Banc of
America Securities LLC, Bear, Stearns & Co. Inc., Salomon Smith Barney Inc.,
First Union Securities, Inc., Goldman, Sachs & Co., Legg Mason Wood Walker,
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley
& Co. Incorporated and Raymond James & Associates, Inc., and we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
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 relative designations,
preferences, rights and restrictions of which are to be designated from time to
time by the Board of Directors of American Tower, 500,000,000 shares of Class A
Common Stock, 50,000,000 shares of Class B
<PAGE>
American Tower Corporation
April 20, 2000
Page 2
Common Stock, par value $.01 per share, and 10,000,000 shares of Class C Common
Stock, par value $.01 per share.
Based on and subject to the foregoing, we are of the opinion that (i)
the Notes have been duly authorized and are validly issued and represent binding
obligations of American Tower, and (ii) the Shares, when issued in accordance
with the terms of the Notes and the Indentures, will be duly authorized, validly
issued, fully paid and non-assessable by American Tower.
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 "Legal Matters." 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,
Sullivan & Worcester LLP
<PAGE>
EXHIBIT 8
April 20, 2000
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
Ladies and Gentlemen:
The following opinion is furnished to you to be filed with the
Securities and Exchange Commission (the "SEC") as Exhibit 8 to the registration
statement on Form S-3, File No. 333-_______ (the "Registration Statement"), to
be filed by American Tower Corporation ("American Tower") under the Securities
Act of 1933, as amended (the "Securities Act").
We have acted as counsel for 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. With respect to all questions of fact on
which the opinion set forth below is based, we have assumed the accuracy and
completeness of and have relied on the information set forth in the Registration
Statement, and in the documents incorporated therein by reference, and on
representations made to us by the officers of American Tower. We have not
independently verified such information.
The opinion set forth below is based upon the Internal Revenue Code of
1986, as amended, the Treasury Regulations issued thereunder, published
administrative interpretations thereof, and judicial decisions with respect
thereto, all as of the date hereof (collectively, the "Tax Laws"). No assurance
can be given that the Tax Laws will not change. Certain assumptions, conditions
and qualifications have been expressed in the discussion with respect to Tax
Laws matters in the section of the Registration Statement captioned "Certain
Federal Income Tax Consequences," and all of those assumptions, conditions and
qualifications are incorporated herein by reference.
<PAGE>
American Tower Corporation
April 20, 2000
Page 2
Based upon and subject to the foregoing, we are of the opinion that the
discussion with respect to Tax Laws matters in the section of the Registration
Statement captioned "Certain Federal Income Tax Consequences," in all material
respects is accurate and fairly summarizes the Tax Laws issues addressed
therein.
This opinion is intended solely for the benefit and use of American
Tower, and it is not to be used, released, quoted, or relied upon by anyone else
for any purpose (other than as required by law) without our prior written
consent. 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 "Legal Matters." 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 SEC promulgated
thereunder.
Very truly yours,
SULLIVAN & WORCESTER LLP
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of American Tower Corporation on Form S-3 of our report dated March 1, 2000,
appearing in the Annual Report on Form 10-K of American Tower Corporation for
the year ended December 31, 1999, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
April 18, 2000
<PAGE>
Exhibit 23.2
Accountants' Consent
The Board of Directors
UNIsite, Inc. and Subsidiaries:
We consent to the incorporation by reference in the registration statement
on Form S-3 of American Tower Corporation of our report dated January 14, 2000,
with respect to the consolidated balance sheets of UNIsite, Inc. and
Subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, redeemable convertible preferred stock and
stockholders' deficit, and cash flows for each of the years in the three-year
period ended December 31, 1999 which report appears in the Form 8-K of American
Tower Corporation dated March 30, 2000.
Tampa, Florida
April 18, 2000 /s/ KPMG LLP
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
ICG Satellite Services, Inc.
We consent to the incorporation by reference in the registration statement
on Form S-3 of American Tower Corporation dated April 13, 2000 of our report
dated February 28, 2000, with respect to the consolidated balance sheet of ICG
Satellite Services, Inc. and subsidiary as of November 30, 1999, and the
related consolidated statements of operations and accumulated deficit and cash
flows for the eleven month period ended November 30, 1999, which report appears
in the Form 8-K of American Tower Corporation dated March 30, 2000, and to the
reference to our firm under the heading "Experts" in the prospectus.
Denver, Colorado
April 18, 2000 /s/ KPMG LLP
<PAGE>
Exhibit 25
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [_]
------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y 10286
(Address of principal executive (Zip code)
offices)
------------
AMERICAN TOWER CORPORATION
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction 65-0723837
of incorporation or organization) (I.R.S. employer
identification no.)
116 Huntington Avenue, Boston,
Massachusetts 02116
(Address of principal executive (Zip Code)
offices)
------------
5.0% Convertible Notes Due 2010
(Title of the indenture securities)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
<TABLE>
<CAPTION>
Name Address
---- -------
<S> <C>
Superintendent of Banks of the State 2 Rector Street, New York, N.Y. 10006,
of New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance
Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-
29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed
with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1
filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-
1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 14th day of April, 2000.
THE BANK OF NEW YORK
By: /s/ Michael Culhane
----------------------------------
Name: Michael Culhane
Title: Vice President
-3-
<PAGE>
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
A member of the Federal Reserve System, at the close of business December
31, 1999, published in accordance with a call made by the Federal Reserve Bank
of this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar
Amounts In
Thousands
-----------
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin................ $ 3,247,576
Interest-bearing balances......................................... 6,207,543
Securities:
Held-to-maturity securities....................................... 827,248
Available-for-sale securities..................................... 5,092,464
Federal funds sold and Securities purchased under agreements to
resell........................................................... 5,306,926
Loans and lease financing receivables:
Loans and leases, net of unearned income.......................... 37,734,000
LESS: Allowance for loan and lease losses......................... 575,224
LESS: Allocated transfer risk reserve............................. 13,278
Loans and leases, net of unearned income, allowance, and reserve.. 37,145,498
Trading Assets.................................................... 8,573,870
Premises and fixed assets (including capitalized leases).......... 723,214
Other real estate owned........................................... 10,962
Investments in unconsolidated subsidiaries and associated compa-
nies............................................................. 215,006
Customers' liability to this bank on acceptances outstanding...... 682,590
Intangible assets................................................. 1,219,736
Other assets...................................................... 2,542,157
-----------
Total assets..................................................... $71,794,790
===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Dollar
Amounts In
Thousands
-----------
<S> <C>
LIABILITIES
Deposits:
In domestic offices.............................................. $27,551,017
Noninterest-bearing.............................................. 11,354,172
Interest-bearing................................................. 16,196,845
In foreign offices, Edge and Agreement subsidiaries, and IBFs.... 27,950,004
Noninterest-bearing.............................................. 639,410
Interest-bearing................................................. 27,310,594
Federal funds purchased and Securities sold under agreements to
repurchase...................................................... 1,349,708
Demand notes issued to the U.S.Treasury.......................... 300,000
Trading liabilities.............................................. 2,339,554
Other borrowed money:
With remaining maturity of one year or less...................... 638,106
With remaining maturity of more than one year through three
years........................................................... 449
With remaining maturity of more than three years................. 31,080
Bank's liability on acceptances executed and outstanding......... 684,185
Subordinated notes and debentures................................ 1,552,000
Other liabilities................................................ 3,704,252
-----------
Total liabilities............................................... 66,100,355
===========
EQUITY CAPITAL
Common stock...................................................... 1,135,284
Surplus........................................................... 866,947
Undivided profits and capital reserves............................ 3,765,900
Net unrealized holding gains (losses) on available-for-sale
securities....................................................... (44,599)
Cumulative foreign currency translation adjustments............... (29,097)
-----------
Total equity capital............................................. 5,694,435
-----------
Total liabilities and equity capital.............................. $71,794,790
===========
</TABLE>
<PAGE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-
named bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Alan R. Griffith
Directors
Gerald L. Hassell
