SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
American Tower Corporation
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
029912201
(CUSIP Number)
December 31, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
Rule 13d-1(b)
Rule 13d-(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 Name of Reporting Person/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Steven B. Dodge
2 Check the Appropriate Box If a Member of a Group (a)
(See Instructions) (b)
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
5 Sole Voting Power
Number of
Shares
Beneficially 7,424,659
Owned by
Each
Reporting
Person
With
6 Shared Voting Power
5,000
7 Sole Dispositive Power
7,424,659
8 Shared Dispositive Power
5,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,459,709
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares |X|
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
4.9%
12 Type of Reporting Person (See Instructions)
IN
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Item 1(a). Name of issuer:
American Tower Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
116 Huntington Avenue, Boston, Massachusetts 02116
Item 2(a). Name of Person Filing:
Steven B. Dodge
Item 2(b). Address of Principal Offices or, if None, Residence:
Blueberry Hill, Manchester, Massachusetts 01944
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Class A Common Stock, $.01 par value
Item 2(e). CUSIP Number:
029912201
Item 3. If the Statement is being filed pursuant to Rule 13d1(b) or 13d2(b)
or (c), check whether the filing person is a:
(a) [ ] Broker or dealer registered under section 15 of the Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
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Item 4. Ownership.
The holdings reported herein are stated as of December 31, 1999. Mr.
Dodge became the beneficial owner of more than 5% of the issuer's Class A Common
Stock as a result of the separation (the "ATC Separation") of American Tower
Systems Corporation (now known as American Tower Corporation, "ATC") from
American Radio Systems Corporation ("American Radio"), pursuant to the merger of
American Radio with and into a subsidiary of CBS Corporation, effective June 4,
1998 and the filing of a Form 8-A by ATC on June 4, 1998.
(a) Amount beneficially owned: 7,459,709 shares (including
7,032,909 shares issuable upon
conversion, on a one-for-one basis,
of 7,032,909 shares of ATC's Class
B Common Stock, $.01 par value).
Percent of class: 4.9%
(b) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 7,424,659 shares
(ii) Shared power to vote or direct the vote: 5,000 shares
(iii) Sole power to dispose or to direct the disposition of: 7,424,659 shares
(iv) Shared power to dispose or to direct the disposition of: 5,000 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ X ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The shares identified in Item 4 include the following shares owned
beneficially:
10,030 shares of Class A Common Stock and 3,563,561 shares of Class B
Common Stock owned by Mr. Dodge, an aggregate of 25,050 shares of Class
A Common Stock and 32,265 shares of Class B Common Stock owned by three
trusts for the benefit of Mr. Dodge's children, 66,720 shares of Class
A Common Stock and 2,000,000 shares of Class B Common Stock owned by a
limited liability company, of which Mr. Dodge is the sole member, 5,000
shares of Class A Common Stock owned by Mr. Dodge's wife and 5,000
shares of Class B Common Stock owned by a charitable foundation of
which Mr. and Mrs. Dodge are trustees. Mr. Dodge's wife and a third
party serve as co-trustees for the three trusts. Mr. Dodge disclaims
beneficial ownership in all shares owned by such trusts, the charitable
foundation and his wife. Includes (1) options to purchase an aggregate
of 1,432,083 shares of Class B Common Stock and (2) options to purchase
an aggregate of 320,000 shares of Class A Common Stock.
Does not include options to purchase shares that are not vested and
shall not be vested within sixty (60) days of the date of filing,
consisting of (1) options to purchase an aggregate of 1,169,173 shares
of Class B Common Stock and (2) options to purchase an aggregate of
1,280,000 shares of Class A Common Stock. Does not include 170 shares
of Class A Common Stock held by Thomas S. Dodge, an adult child of Mr.
Dodge, with respect to which Mr. Dodge disclaims beneficial ownership.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
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Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 14, 2000
(Date)
/s/ Steven B. Dodge
(Signature)
Steven B. Dodge
Name/Title
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