AMERICAN TOWER CORP /MA/
305B2/A, 2000-07-25
COMMUNICATIONS SERVICES, NEC
Previous: AMERICAN TOWER CORP /MA/, 305B2, 2000-07-25
Next: AMERICAN TOWER CORP /MA/, 305B2/A, 2000-07-25



                       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) X
                               ------------------

                     UNITED STATES TRUST COMPANY OF NEW YORK
               (Exact name of trustee as specified in its charter)


            New York                                          13-3818954
 (Jurisdiction of incorporation                            (I.R.S. employer
  if not a U.S. national bank)                            identification No.)


      114 West 47th Street                                    10036-1532
          New York, NY                                        (Zip Code)
      (Address of principal
       executive offices)
                               ------------------
                           American Tower Corporation

               (Exact name of obligor 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 of principal executive offices)                     (Zip Code)

                               ------------------
                                 Debt Securities
                       (Title of the indenture securities)

                 ==============================================


<PAGE>

                                      - 2 -


                                     GENERAL


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.

             Federal Reserve Bank of New York (2nd District), New York, New York
                  (Board of Governors of the Federal Reserve System)
             Federal Deposit Insurance Corporation, Washington, D.C.
             New York State Banking Department, Albany, New York

     (b) Whether it is authorized to exercise corporate trust powers.

             The trustee is authorized to exercise corporate trust powers.

2.   Affiliations with the Obligor

     If  the  obligor  is an  affiliate  of  the  trustee,  describe  each  such
affiliation.

             None

3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:

     American  Tower  Corporation  currently is not in default  under any of its
     outstanding securities for which United States Trust Company of New York is
     Trustee.  Accordingly,  responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12,
     13, 14 and 15 of Form T-1 are not required under General Instruction B.


16.  List of Exhibits

     T-1.1        --       Organization  Certificate,  as amended,  issued by
                           the State of New York Banking  Department to transact
                           business  as a  Trust  Company,  is  incorporated  by
                           reference  to  Exhibit  T-1.1  to Form  T-1  filed on
                           September  15, 1995 with the  Commission  pursuant to
                           the Trust  Indenture  Act of 1939,  as amended by the
                           Trust Indenture Reform Act of 1990  (Registration No.
                           33-97056).

     T-1.2        --       Included in Exhibit T-1.1.

     T-1.3        --       Included in Exhibit T-1.1.


<PAGE>



                                      - 3 -


16.  List of Exhibits
     (cont'd)

     T-1.4        --       The By-Laws of United  States Trust Company of New
                           York,  as amended,  is  incorporated  by reference to
                           Exhibit T-1.4 to Form T-1 filed on September 15, 1995
                           with the Commission  pursuant to the Trust  Indenture
                           Act of 1939, as amended by the Trust Indenture Reform
                           Act of 1990 (Registration No.
                           33-97056).

     T-1.6        --       The  consent of the  trustee  required  by Section
                           321(b) of the Trust Indenture Act of 1939, as amended
                           by the Trust Indenture Reform Act of 1990.

     T-1.7        --       A copy of the latest  report of  condition of the
                           trustee  pursuant to law or the  requirements
                           of its supervising or examining authority.


NOTE

As of  July  20,  2000,  the  trustee  had  2,999,020  shares  of  Common  Stock
outstanding,  all  of  which  are  owned  by  its  parent  company,  U.S.  Trust
Corporation. The term "trustee" in Item 2, refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.

In answering Item 2 in this  statement of  eligibility as to matters  peculiarly
within the  knowledge  of the obligor or its  directors,  the trustee has relied
upon information  furnished to it by the obligor and will rely on information to
be furnished  by the obligor and the trustee  disclaims  responsibility  for the
accuracy or completeness of such information.

                               ------------------

Pursuant to the  requirements  of the Trust  Indenture Act of 1939, the trustee,
United States Trust  Company 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 20th day
of July, 2000.

UNITED STATES TRUST COMPANY
         OF NEW YORK, Trustee

By:      /s/ Margaret Ciesmelewski
         Margaret Ciesmelewski
         Assistant Vice President


<PAGE>






                                                         Exhibit T-1.6

        The consent of the trustee required by Section 321(b) of the Act.

                     United States Trust Company of New York
                              114 West 47th Street
                               New York, NY 10036

July 20, 2000



Securities and Exchange Commission 450 5th Street, N.W.
Washington, DC  20549

Gentlemen:

Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as  amended  by the Trust  Indenture  Reform  Act of 1990,  and  subject  to the
limitations  set forth  therein,  United States Trust Company of New York ("U.S.
Trust") hereby  consents that reports of  examinations of U.S. Trust by Federal,
State,  Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.




Very truly yours,


UNITED STATES TRUST COMPANY
         OF NEW YORK


         /s/Gerard F. Ganey
By:      Gerard F. Ganey
         Senior Vice President



<PAGE>
                                                                  EXHIBIT T-1.7

                     UNITED STATES TRUST COMPANY OF NEW YORK
                       CONSOLIDATED STATEMENT OF CONDITION
                                 MARCH 31, 2000
                                ($ IN THOUSANDS)

ASSETS
Cash and Due from Banks                                             $   341,320
Short-Term Investments                                                   63,345

Securities, Available for Sale                                          541,852

Loans                                                                 2,569,198
Less:  Allowance for Credit Losses                                       17,809
                                                                    -----------
      Net Loans                                                       2,551,388
Premises and Equipment                                                   58,788
Other Assets                                                            200,645
                                                                    -----------
      Total Assets                                                  $ 3,757,339
                                                                    ===========

LIABILITIES
Deposits:
      Non-Interest Bearing                                          $   890,544
      Interest Bearing                                                2,158,793
                                                                    -----------
         Total Deposits                                               3,049,337

Short-Term Credit Facilities                                            296,646
Accounts Payable and Accrued Liabilities                                196,619
                                                                    -----------
      Total Liabilities                                             $ 3,542,602
                                                                    ===========

STOCKHOLDER'S EQUITY
Common Stock                                                             14,995
Capital Surplus                                                          53,041
Retained Earnings                                                       151,504
Unrealized Loss on Securities
     Available for Sale (Net of Taxes)                                   (4,804)
                                                                    -----------

Total Stockholder's Equity                                              214,736
                                                                    -----------
    Total Liabilities and
     Stockholder's Equity                                           $ 3,757,339
                                                                    ===========

I, Richard E.  Brinkmann,  Managing  Director & Comptroller of the named bank do
hereby declare that this Statement of Condition has been prepared in conformance
with the instructions issued by the appropriate regulatory authority and is true
to the best of my knowledge and belief.

Richard E. Brinkmann, Managing Director & Controller

May 16, 2000



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission