SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
AMERICAN TOWER CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Class A Common Stock, $.01 Par Value Per Share,
Having an Exercise Price of $10.25 or more Per Share
(Title of Class of Securities)
029912 201
(CUSIP Number of Class of Securities)
(Underlying Class A Common Stock)
William H. Hess, Esq.
Executive Vice President, General Counsel, and Secretary
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
(617) 375-7500
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
With a Copy to:
Matthew J. Gardella
Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 239-0100
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | Not applicable. | Filing party: | Not applicable. | |||
Form or Registration No.: | Not applicable. | Date filed: | Not applicable. |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:¨
INTRODUCTORY STATEMENT
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed by American Tower Corporation (the “Company”) with the Securities and Exchange Commission on June 24, 2003 relating to a voluntary option exchange program being offered to the Company’s non-executive employees for compensatory purposes. This program was approved by the Company’s stockholders at its Annual Meeting of Stockholders on May 22, 2003. This Amendment No. 1 includes as Exhibit (a)(1) the Offer to Exchange, dated June 24, 2003, as amended on July 22, 2003, and new exhibit (a)(11), Email to Employees, dated July 21, 2003.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add Exhibit (a)(1), the Offer to Exchange, dated June 24, 2003, as amended on July 22, 2003, and exhibit (a)(11), Email to Employees dated July 21, 2003.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.
AMERICAN TOWER CORPORATION | ||||
| /s/ Bradley E. Singer | ||||
Bradley E. Singer Chief Financial Officer and Treasurer | ||||
Date: July 22, 2003
2
EXHIBIT INDEX
| Exhibit Number | Description | |
(a)(1) | Offer to Exchange, dated June 24, 2003, as amended on July 22, 2003. | |
(a)(11) | Email to Employees, dated July 21, 2003. | |