AMERICAN TOWER CORP /MA/
8-K, 2000-03-14
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported):
                       March 14, 2000 (February 28, 2000)

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

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




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




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




<PAGE>




Item 2.  Acquisition or Disposition of Assets.

The following  information  serves to update the status of the AT&T and AirTouch
transactions  as previously  disclosed in the January 31, 2000 Current Report on
Form 8-K:

AT&T transaction - In February 2000,  American Tower Corporation (the "Company")
acquired 459  additional  towers and paid cash  consideration  of  approximately
$43.1  million under the terms of the Purchase and Sale  Agreement,  dated as of
September  10,  1999,  by and between  the  Company  and AT&T Corp.  The Company
financed the transaction through proceeds from its convertible notes.

AirTouch  transaction  - In February  2000,  in two separate  transactions,  the
Company  leased 380  additional  towers and paid  total  cash  consideration  of
approximately $144.8 million under the terms of the Agreement to Sublease, dated
as of  August  6, 1999 by and among  AirTouch  Communications,  Inc.,  the other
parties  named  therein as  sublessors,  the Company and  American  Tower,  L.P.
("ATLP").  The Company  financed  the  transactions  through  proceeds  from its
convertible notes.

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

         (c)  Exhibits.

         Exhibit 10.1          Agreement to Sublease, dated as of August 6, 1999
                               by and  among Airtouch  Communications, Inc., the
                               other parties  named  therein as  sublessors, the
                               Company and ATLP.*

         Exhibit 10.2          Purchase   and   Sale   Agreement, dated   as  of
                               September 10, 1999,  by and  between  the Company
                               and AT&T Corp., a  New York corporation.**

*  Filed as Exhibit 10.1 to the Company's  Quarterly Report on Form 10-Q for the
   quarter ended June 30, 1999.
** Filed as  Exhibit  10.1 to the  Company's  Current  Report  on Form 8-K dated
   September 17, 1999.



<PAGE>






                                   SIGNATURES


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


                              AMERICAN TOWER CORPORATION
                              (Registrant)


Date: March 14, 2000          By: /s/ Justin D. Benincasa
                                  Name: Justin D. Benincasa
                                  Title: Vice President and Corporate Controller





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