AMERICAN TOWER CORP /MA/
8-K, 2000-06-23
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): June 23, 2000 (June 19, 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  AirTouch
transaction as previously  disclosed in the Current Reports on Form 8-K filed by
American Tower  Corporation  (the "Company") on January 31, 2000, March 14, 2000
and May 23, 2000:

On June 19, 2000 the Company  leased 200  additional  towers and paid total cash
consideration of approximately $76.2 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 transaction through borrowings under its
credit facility.

Item 5.  Other Events.

On May 26, 2000, the Company filed a registration statement (File No. 333-37988)
on Form S-3 with the  Securities  and  Exchange  Commission  (the  "Commission")
relating to the public  offering,  pursuant to Rule 415 under the Securities Act
of 1933, as amended,  of up to an aggregate of $1.0 billion of securities of the
Company (the "Registration Statement"). On June 7, 2000, the Commission declared
the  Registration  Statement  effective.  In  connection  with the  Registration
Statement,  the Company is filing a form of  underwriting  agreement  as part of
this Form 8-K to be used in  connection  with certain  offerings and sales under
the Registration Statement.

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

         (c)  Exhibits.

         Exhibit 1.1       Form of Underwriting Agreement

         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.*


* Filed as Exhibit 10.1 from the Company's Quarterly Report on Form 10-Q for the
  quarter ended June 30, 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: June 23, 2000            By:/s/ Justin D. Benincasa
                                  Name: Justin D. Benincasa
                                  Title: Vice President and Corporate Controller






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