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): July 16, 1998 (June 16, 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)
Item 5. Other Events.
1. New Credit Facilities. On June 16, 1998, American Tower Corporation ( the
"Company" or "ATC") entered into new loan arrangements (the "'New Credit
Facilities"') with its senior lenders pursuant to which the maximum borrowing
capacity of American Tower Systems (Delaware), Inc., a wholly-owned subsidiary
of ATC and one of the operating subsidiaries of ATC and American Tower Systems,
L.P., an indirect wholly-owned subsidiary of ATC and one of the other operating
subsidiaries of ATC (collectively, the "Borrower Subsidiaries") was increased
from $400.0 million to $900.0 million, subject to compliance with certain
financial ratios, of which $125.0 million is outstanding in the form of a term
loan, and ATC (the parent holding company) borrowed an additional $150.0 million
in the form of a term loan. For more information regarding the New Credit
Facilities, see Exhibits 10.1, 10.2A and 10.2B, which were filed as exhibits to
Amendment No. 2 to ATC's Registration Statement on Form S-1 filed on June 30,
1998 (File No. 333-52481).
The loans to ATC and the Borrower Subsidiaries are cross-guaranteed and
cross-collateralized by liens on, among other things, all leases of tower space,
contracts relating to the management of towers for others, cash, accounts
receivable, capital stock (or other equity interests) and inter-company debt of
all Restricted Subsidiaries (as defined in the New Credit Facilities), inventory
and other personal property, fixtures, intellectual property, as well as certain
fee and leasehold interests, and the proceeds thereof, of ATC and its Restricted
Subsidiaries. Borrowings under the ATC term loan are subordinated to the
guaranty by ATC of indebtedness under the New Credit Facilities of the Borrower
Subsidiaries.
2. Consummation of Public Offering of Class A Common Stock and Redemption of
Series A Redeemable Pay-In-Kind Preferred Stock. On July 8, 1998, the Company
completed a public offering of 27,861,987 shares of Class A Common Stock, $.01
par value per share (the "Class A Common Stock") (including 2,361,987 shares
sold by the Company pursuant to the exercise in full of the underwriters'
over-allotment option) at $23.50 per share. Certain selling stockholders sold an
additional 3,874,911 shares in the offering. Credit Suisse First Boston, BT
Alex. Brown, Lehman Brothers, Morgan Stanley Dean Witter, Bear, Stearns & Co.
Inc., Merrill Lynch & Co. and Salomon Smith Barney were the underwriters of the
Class A Common Stock. The Company estimates the net proceeds of the offering
(after deduction of the underwriting discount and estimated offering expenses)
to be approximately $625.4 million. The Company used approximately $306.1
million of the net proceeds from the offering to redeem all of the outstanding
shares of the Series A Redeemable Pay-In-Kind Preferred Stock at a price of 101%
of the liquidation preference on July 9, 1998. The balance was invested in
short-term investment grade securities and will be used, together with
borrrowings under the New Credit Facilities, to fund future acquisitions and
construction activities. For more information, see the ATC press release, dated
July 2, 1998, which is attached herewith as Exhibit 99.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 2.1 - Underwriting Agreement, dated as of July 1,
1998, by and among ATC and the Representatives of
the Underwriters.
Exhibit 10.1 - Parent Loan Agreement, dated as of June 16,
1998, by and among ATC, Toronto Dominion (Texas),
Inc., as Administrative Agent, and the
Lenders parties thereto.*
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Exhibit 10.2A - ATS Facility A Loan Agreement, dated as of
June 16, 1998, by and among American Tower
Systems, L.P. and American Tower Systems
(Delaware), Inc., as borrowers, and Toronto
Dominion (Texas), Inc., as Administrative Agent,
and the Banks parties thereto.**
Exhibit 10.2B - ATS Facility B Loan Agreement, dated as of
June 16, 1998, by and among American Tower
Systems, L.P. and American Tower Systems
(Delaware), Inc., as borrowers, and Toronto
Dominion (Texas), Inc., as Administrative Agent,
and the Banks parties thereto.***
Exhibit 99 - Press Release of ATC, dated July 2, 1998.
* Filed as Exhibit 10.1 to Amendment No. 2 to ATC's Registration
Statement on Form S-1 filed on June 30, 1998 (File No. 333-52481).
** Filed as Exhibit 10.2A to Amendment No. 2 to ATC's Registration
Statement on Form S-1 filed on June 30, 1998 (File No. 333-52481).
*** Filed as Exhibit 10.2B to Amendment No. 2 to ATC's Registration
Statement on Form S-1 filed on June 30, 1998 (File No. 333-52481).
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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: July 16, 1998 By: /s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and Corporate Controller
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