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):
November 30, 1998 (November 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 2. Acquisition or Disposition of Assets.
On November 16, 1998, American Tower Corporation (the "Company" or "ATC")
entered into an Agreement and Plan of Merger ("the Omni Merger Agreement") with
OmniAmerica, Inc., a Delaware corporation ("Omni"), and American Towers, Inc., a
wholly owned subsidiary of ATC and a Delaware corporation ("ATI"), pursuant to
which Omni will merge with and into ATI, which will be the surviving corporation
(the "Omni Merger"). Omni owns, manages and develops multi-use
telecommunications sites for radio and television broadcasting, paging,
cellular, PCS and other wireless technologies and offers nationwide, turn-key
tower construction and installation services through its Specialty Constructors
subsidiary. Omni currently owns 246 towers (giving effect to announced
transactions) and is currently developing or has agreed to build approximately
470 more sites for specific tenants. Pursuant to the Omni Merger Agreement,
which has been approved by the Board of Directors of ATC and Omni, and by
holders of shares representing the required majority of the voting power of Omni
Common Stock, Omni stockholders will receive 1.1 shares of ATC Class A Common
Stock for each share of Common Stock of Omni. In the aggregate, ATC will
exchange approximately 17.7 million shares of ATC Class A Common Stock in
exchange for the approximately 16.1 million fully-diluted shares of Common Stock
of Omni, plus the assumption of debt. Consummation of the Omni Merger is
expected to occur in the first quarter of 1999, subject to certain conditions
including, the expiration or early termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements act of 1976, as amended (the "HSR
Act"). Upon the consummation of the Omni Merger, Jack D. Furst, the Chairman of
Omni and a partner of Hicks, Muse, Tate & Furst Incorporated, Omni's largest
stockholder, will be elected to the Board of Directors of ATC.
On November 16, 1998, ATC entered into an Agreement and Plan of Merger
(the "TeleCom Merger Agreement") with TeleCom Towers, L.L.C., a Delaware limited
liability company ("TeleCom"), and ATI, pursuant to which TeleCom will merge
with and into ATI, which will be the surviving corporation (the "TeleCom
Merger"). TeleCom owns, or co-owns, approximately 367 towers and manages another
130 revenue-generating sites in 27 states. Pursuant to the TeleCom Merger
Agreement, which has been approved by Board of Directors of ATC, the Management
Committee of TeleCom, and by holders of interests representing the required
majority of the voting power of TeleCom interests, ATC will pay a purchase price
for TeleCom of approximately $155.0 million, subject to adjustment for closing
date working capital. ATC will assume approximately $30.0 million of debt,
subject to adjustment for interim acquisitions and capital expenditures. The
purchase price (except for the working capital adjustment, which is payable in
cash) will be paid 60% in ATC Class A Common Stock (based on average stock
prices ten days before and ten days after November 16, 1998) and 40% in cash.
Consummation of the TeleCom Merger is conditioned on, the expiration or early
termination of the waiting period under the HSR Act, and accordingly, is not
expected to take place until the first quarter of 1999. Upon the consummation of
the TeleCom Merger, Dean H. Eisner, Vice President, Business Development and
Planning of Cox Enterprises, Inc., will be elected to the Board of Directors of
ATC.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements
In accordance with Item 7(a)(4) of Form 8-K, such financial statements
shall be filed by amendment to this Form 8-K no later than 60 days after
December 1, 1998.
(b) Pro Forma Financial Information
As of the date of this filing of this Current Report on 8-K, it is
impracticable for the Company to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after December 1, 1998.
(c) Exhibits
Exhibit 2.1 - Agreement and Plan of Merger, dated as of
November 16, 1998, by and among American Tower
Corporation ("ATC"), American Towers, Inc., a
Delaware corporation ("ATI") and OmniAmerica,
Inc., a Delaware corporation.*
Exhibit 2.2 - Agreement and Plan of Merger, dated as of
November 16, 1998, by and among ATC, ATI and
TeleCom Towers, L.L.C., a Delaware limited
liability company.**
Exhibit 99.1 - Press Release, dated as of November 16, 1998 relating
to the Omni Merger.
Exhibit 99.2 - Press Release, dated as of November 16, 1998 relating
to the TeleCom Merger.
* Filed as Exhibit 2.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998.
** Filed as Exhibit 2.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998.
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: November 30, 1998 By:/s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and Corporate
Controller