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 10, 1998 (May 12, 1998)
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)
American Tower Systems Corporation
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On June 8, 1998, American Tower Corporation (formerly American Tower Systems
Corporation, the "Company") consummated the transactions contemplated by the
Agreement and Plan of Merger (the "Merger Agreement") by and between American
Tower Systems Corporation, a Delaware Corporation, and American Tower
Corporation ("ATC"), a Delaware Corporation, dated as of December 12, 1997, and
as amended as of June 5, 1998, whereby ATC was merged (the "Merger") with and
into the Company. Pursuant to the Merger Agreement, the Company issued
30,034,750 shares of Class A Common Stock (including options to purchase
1,252,364 shares) and borrowed approximately $57.0 million under the Company's
credit agreement. The Company paid off approximately $118.3 million of assumed
debt and $4.5 million of redeemable preferred stock assumed in connection with
the Merger. Upon consummation of the Merger, the Company changed its name from
American Tower Systems Corporation to American Tower Corporation.
Immediately following the Merger, Fred R. Lummis, the Chief Executive Officer
and President of ATC, and Randall Mays, the Chief Financial Officer and an
Executive Vice President of Clear Channel Communications, Inc. were elected to
the Board of Directors of the Company and Joseph L. Winn, the Company's Chief
Financial Officer and Treasurer, resigned as a director of the Company.
ATC is a leading independent owner and operator of wireless Communications
towers with approximately 900 towers (including pending acquisitions of
approximately 60 towers) in 32 states, of which approximately 125 towers are
managed for a third party owner.
See Item 7. below for financial statement and exhibit information.
Item 5. Other Events.
On June 5, 1998, the Company became listed on the New York Stock Exchange under
the symbol "AMT", as a result of a distribution of its shares by its former
parent, American Radio Systems Corporation, which completed its merger with CBS
Corporation as of June 4, 1998.
On June 4, 1998, the Company privately placed shares of it Series Redeemable
Pay-In-Kind Preferred Stock, having an initial liquidation preference of $300.0
million (the "Interim Preferred Stock"), to certain institutional investors in
order to finance the Company's obligation to CBS Corporation with respect to the
CBS merger tax reimbursement. Proceeds of the public equity offering described
below will be used to redeem the Interim Preferred Stock at a price equal to
101% of the then aggregate liquidation preference together with accrued and
unpaid dividends.
On May 12, 1998, the Company filed with the Securities and Exchange Commission
(the "Commission") a registration statement relating to the offering (the
"Offering") of an aggregate of 23,619,871 shares of Class A Common Stock, of
which 20,000,000 shares are to be sold on behalf of the Company. Proceeds of the
Company's offering will be used to redeem the Interim Preferred Stock that was
issued on June 4, 1998, and to reduce bank borrowings. The Offering is subject
to various conditions, including prevailing market conditions. The registration
statement relating to these securities has been filed with the Commission but
has not yet become effective. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes effective.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state. Copies of the
Prospectus relating to the Offering may be obtained from Credit Suisse First
Boston, Prospectus Department, 11 Madison Avenue, New York, New York 10010,
(212) 325-2000.
On May 21, 1998 American Tower Systems (Delaware), Inc. ("ATSI"), a subsidiary
of the Company consummated the Asset Purchase Agreement dated as of January 23,
1998, by and among ATSI, Midcontinent Media, Inc. a South Dakota corporation and
a wholly-owned subsidiary of Midcontinent ("MTC"), Wit Communications, Inc. a
Delaware Corporation and wholly-owned subsidiary of MTC ("WIT") and Washington
International Teleport, Inc. a Delaware Corporation and wholly-owned subsidiary
of WIT, pursuant to which ATSI acquired substantially all the assets of WIT for
an aggregate purchase price of $30.5 million. The acquisition was financed
through borrowings under the Company's credit agreement.
WIT is a local provider of video transport operations, transmitting and
receiving voice, video and data by satellite and terrestrial networks.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of business acquired.
Pursuant to Regulation 240.15d-11, the Company met the Form 8-K requirements to
provide financial statements for the periods specified in Regulation 210.3.05 in
the Company's Amendment No. 1 to Registration Statement No. 333-52481 on Form
S-1 as filed on June 1, 1998. The financial statements of ATC were provided as
follows:
Independent Auditors' Report
Consolidated Balance Sheets as December 31, 1996 and 1997 and March 31,
1998 (unaudited)
Consolidated Statements of Operations for the years ended December 31,
1995, 1996 and 1997 and three months ended March 31, 1997 and 1998
(unaudited)
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1995, 1996 and 1997 and three months ended March 31, 1998
(unaudited)
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1996 and 1997 and three months ended March 31, 1997 and 1998
(unaudited)
Notes to Consolidated Financial Statements
(b) Unaudited Pro Forma Financial Information.
Pursuant to Regulation 240.15d-11, the Company met the Form 8-K
requirements to provide pro forma financial statements for the periods
specified in Regulation 210.11.02 and 11.03 in the Company's Amendment
No. 1 to Registration Statement No. 333- 52481 on Form S-1 as filed on
June 1, 1998. The following unaudited pro forma condensed consolidated
financial statements were provided in the filing:
Unaudited Pro Forma Condensed Consolidated Balance Sheet for the three
months ended March 31, 1998
Unaudited Pro Forma Condensed Consolidated Statements of Operations for
the three months ended March 31, 1998 and year ended December 31, 1998
Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements
(c) Exhibits.
Exhibit 2.1 - First Amendment to Agreement and Plan of Merger, dated as
of June 5, 1998, by and among the Company and American Tower
Corporation. (Exhibits omitted)
Exhibit 2.2 - Agreement and Plan of Merger, dated as of December 12,
1997, by and among the Company and American Tower Corporation.*
* Filed as Exhibit 2.3 to the Company's Registration Statement on Form
S-4 filed on February 10, 1998 (File No. 333-46025).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
AMERICAN TOWER CORPORATION
(Registrant)
Date: June 10, 1998 By: /s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and Corporate Controller