AMERICAN TOWER CORP /MA/
8-K, 2000-01-31
COMMUNICATIONS SERVICES, NEC
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<PAGE>

                      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): January 31, 2000
                              (January 14, 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.

Airtouch transaction-In August 1999, American Tower Corporation (the "Company")
signed a definitive agreement with Airtouch Communications, Inc. ("Airtouch"), a
unit of Vodafone Airtouch PLC, to acquire the rights to approximately 2,100
communications towers through a master sublease agreement. Total consideration
to be paid by the Company in connection with this transaction, which will close
incrementally in 2000, includes approximately $800.0 million in cash, plus a
five year warrant to purchase 3.0 million shares of the Company's Class A common
stock at $22.00 per share. In addition, the Company also entered into a three-
year build-to-suit agreement with Airtouch that is expected to produce
approximately 400-500 new communications towers.

On January 19, 2000 the Company closed on the first 800 towers included in the
Airtouch Agreement. Total consideration in connection with this closing included
approximately $304.8 million in cash and the issuance of a warrant to purchase
up to 3.0 million shares of the Company's common stock. The warrant will vest on
a pro-rata basis according to the number of towers closed as compared to the
2,100 included in the original agreement. The Company financed the transaction
through drawings from its credit facility.

AT&T transaction-In September 1999, the Company signed a definitive agreement
with AT&T Corp. to purchase 1,942 towers. Total consideration to be paid for
this transaction is $260.0 million in cash, subject to adjustment if all towers
are not purchased. At the initial closing, AT&T will enter into a master lease
agreement covering all towers in which it conducts microwave operations. The
lease will have an initial term of ten years, and AT&T will have five, five-year
renewal options. AT&T currently uses 468 of these towers for its microwave
operations. The transaction will be closed in stages, subject to the
satisfaction of customary conditions, including the receipt of all regulatory
approvals, in 2000. In addition, the Company agreed to enter into a build-to-
suit agreement with AT&T Wireless Services at the initial closing of the
transaction that is expected to produce the opportunity to build 1,000 towers.
There will be a separate master lease agreement with AT&T Wireless Services for
the build-to-suit towers. The initial term will be ten years, and AT&T will have
three, five-year renewals.

On January 14, 2000 the Company closed on the first 404 towers included in the
AT&T Corp. Agreement and entered into the build-to-suit agreement with AT&T
Wireless Services. Total consideration paid in connection with this closing was
approximately $134.1 million in cash. The Company financed the transaction
through drawings from its credit facility.
<PAGE>

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

        (c) EXHIBITS

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

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

        99.1 Press Release, Dated as of January 31, 2000

- -------- ---
*  Filed as Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for
   the quarter ended June 30, 1999.

** Filed as Exhibit 10.1 from 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: January 31, 2000                By:
                                         --------------------------------
                                         Name:  Justin D. Benincasa
                                         Title: Vice President and Corporate
                                                Controller

<PAGE>

                                                                    EXHIBIT 99.1


                      [AMERICAN TOWER LOGO APPEARS HERE]



                           ATC CONTACTS:                  INVESTORS - ANNE ALTER
                                                  DIRECTOR OF INVESTOR RELATIONS
                                                      TELEPHONE:  (617) 375-7500

                                                        MEDIA - STEVEN MOSKOWITZ
                                              EXECUTIVE VICE PRESIDENT-MARKETING
                                                      TELEPHONE:  (617) 585-7600
FOR IMMEDIATE RELEASE

               AMERICAN TOWER CLOSES OVER 1,800 SITES IN JANUARY
               -------------------------------------------------


BOSTON, MASSACHUSETTS  - JANUARY 31, 2000 - American Tower Corporation (NYSE:
AMT) today announced that in January 2000 it consummated previously announced
transactions involving over 1,800 sites.  The transactions include the first 800
of the 2,100 towers under the Company's agreement with AirTouch Communications,
Inc., a unit of Vodafone AirTouch Plc (NYSE: VOD).  The AirTouch agreement also
includes an exclusive three-year build-to-suit agreement that is estimated to
produce 400-500 new communications towers.  Also included among the transactions
are the first 404 of the 1,942 microwave towers under American Tower's agreement
with AT&T (NYSE: T), which also includes 1,000 new wireless communications sites
to be built for AT&T Wireless Services over the next five years.  In addition,
the Company completed its merger with UNIsite, Inc.  The UNIsite transaction
includes 600 owned towers, 46 managed sites and certain build-to-suit
agreements.  Total merger consideration of $198.1 million for the UNIsite
transaction includes approximately $149.4 million in cash and $48.7 million in
assumed debt, subject to final closing adjustments.

American Tower financed these transactions with cash and borrowings from its
credit facilities.  The Company expects to close the remaining portions of the
AirTouch and AT&T transactions by the end of the second quarter 2000 with
additional borrowings from its credit facilities.

American Tower is the leading independent owner, operator and developer of
broadcast and wireless communications sites in North America.  Giving effect to
pending transactions, American Tower operates approximately 10,400 sites in the
United States and Mexico, including approximately 300 broadcast tower sites.  Of
the 10,400 sites, approximately 9,000 are owned or leased towers and
approximately 1,400 are managed and lease/sublease sites.  Based in Boston,
American Tower has regional hub offices in Boston, Atlanta, Chicago, Houston,
San Francisco and Mexico City.  For more information about American Tower
Corporation, please visit our web site www.americantower.com.

This press release contains "forward-looking statements" concerning future
expectations, plans or strategies that involve a number of risks and
uncertainties.  The Company wishes to caution readers that certain factors may
have affected the Company's actual results and could cause results for
subsequent periods to differ materially from those expressed in any forward-
looking statement made by or on behalf of the Company.  Such factors include,
but are not limited to (i) substantial capital requirements and leverage
principally as a consequence of its ongoing acquisitions and construction
activities, (ii) dependence on demand for wireless communications, use of
satellites for internet data transmission, and implementation of digital
television, (iii) the success of the Company's tower construction program and
(iv) the successful operational integration of the Company's business
acquisitions.  The Company undertakes no obligation to update forward-looking
statements to reflect subsequently occurring events or circumstances.
                                      ###
________________________________________________________________________________
     American Tower Corporation            116 Huntington Avenue  Boston,
       Massachusetts 02116        (617) 375-7500      FAX (617) 375-7575
                             www.americantower.com


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