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):
January 8, 1999 (December 18, 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 December 18, 1998, American Tower Corporation (the "Company" or "ATC")
entered into an Amended and Restated Agreement and Plan of Merger (the "TeleCom
Merger Agreement") with TeleCom Towers, L.C.C., a Delaware limited liability
company ("TeleCom"), American Towers, Inc., a wholly owned subsidiary of ATC and
a Delaware corporation ("ATI"), and ATC Merger Corporation, a wholly owned
subsidiary of ATI and a Delaware corporation ("ATMC"), pursuant to which ATMC
will merge with and into TeleCom, which will be the surviving entity (the
"TeleCom Merger"). The TeleCom Merger Agreement amended and restated the
Agreement and Plan of Merger (the "Original Merger Agreement"), dated as of
November 16, 1998, by and among ATC, TeleCom and ATI, to (i) reduce the
aggregate consideration of $155.0 million to $148.75 million, (ii) provide,
among other things, for the distribution to the TeleCom members of all issued
and outstanding limited liability company equity interests in a new subsidiary,
TeleCom Towers-Pacific, L.L.C. ("TTP"), into which TeleCom contributed its
partnership interest in Prime-Telecom Communications Co., a California general
partnership ("Prime"), and (iii) provide for the merger of ATMC, a newly
organized subsidiary of ATI, with and into TeleCom which will be the surviving
entity. Simultaneously with the execution of the TeleCom Merger Agreement, ATC
and TTP entered into put-call arrangements pursuant to which ATI would acquire
TTP for $12.5 million in the event TTP were to acquire the other 50% interest in
Prime.
For more information, see the TeleCom Merger Agreement, which is attached
herewith as Exhibit 2.1, and the Original Merger Agreement, which was filed as
Exhibit 2.2 to ATC's Form 10-Q for the quarter ended September 30, 1998.
On December 23, 1998, ATC entered into an Amendment (the "Amendment") to
the TeleCom Merger Agreement with TeleCom, ATI, and ATMC, providing for a
reduction in the aggregate number of shares of ATC Class A Common Stock
deliverable as part of the ATC Stock Consideration to the extent that TeleCom
fails to achieve certain growth in its Monthly Tower Revenue Run Rate (as
defined in the TeleCom Merger Agreement). For more information, see the
Amendment, which is attached herewith as Exhibit 2.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit 2.1 - Amended and Restated Agreement and Plan of
Merger, dated as of December 18, 1998, by and
among American Tower Corporation ("ATC"), ATC
Merger Corporation, a Delaware corporation
("ATMC"), American Towers, Inc., a Delaware
corporation ("ATI"), and TeleCom Towers, L.L.C.,
a Delaware limited liability company ("TeleCom")
(Schedules and Exhibits omitted).
Exhibit 2.2 - Amendment, dated as of December 23, 1998, by and
among ATC, ATMC, ATI and TeleCom.
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: January 8, 1999 By: /s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and
Corporate Controller