SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
March 18, 1999 (February 25, 1999)
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 February 25, 1999, American Tower Corporation ("ATC" or the "Company")
consummated the transactions contemplated by the Agreement and Plan of Merger
(the "Omni Merger Agreement"), by and among ATC, American Towers, Inc., a
Delaware corporation ("ATI"), and OmniAmerica, Inc., a Delaware corporation
("OmniAmerica"), dated as of November 16, 1998, whereby OmniAmerica was merged
(the "Omni Merger") with and into ATI, with ATI as the surviving corporation.
Pursuant to the Omni Merger Agreement, the Company issued 16,750,554 shares of
Class A Common Stock of ATC and assumed 971,850 options to purchase shares of
Class A Common Stock of ATC previously granted under Omni stock option plans. In
connection with the Omni Merger, the Company paid off approximately $94.3
million of assumed debt from available cash balances. Upon consummation of the
Omni Merger, Jack D. Furst, the Chairman of OmniAmerica and a Partner of Hicks,
Muse, Tate & Furst Incorporated, OmniAmerica's largest shareholder, was elected
to the Board of Directors of ATC.
For more information, see the ATC press release, dated February 25, 1999, which
is attached herewith as Exhibit 99.1.
On February 26, 1999, ATC consummated the transactions contemplated by the
Amended and Restated Agreement and Plan of Merger (the "TeleCom Merger
Agreement"), by and among ATC, ATI, ATC Merger Corporation, a Delaware
corporation ("ATMC"), and TeleCom Towers, L.L.C., a Delaware limited liability
company ("TeleCom"), dated as of December 18, 1998, as amended as of December
23, 1998 and February 26, 1999, whereby ATMC was merged (the "TeleCom Merger")
with and into TeleCom, with TeleCom as the surviving entity. Pursuant to the
TeleCom Merger Agreement, the Company issued 3,940,874 shares of Class A Common
Stock of ATC and paid approximately $60.1 million in cash and assumed
approximately $48.4 million in debt, of which approximately $44.1 million was
paid off at closing from available cash balances. Upon consummation of the
TeleCom Merger, Dean H. Eisner, Vice President of Business Development and
Planning of Cox Enterprises, Inc., an affiliate of Cox Telecom Towers, Inc., the
principal member of TeleCom, was elected to the Board of Directors of ATC.
For more information, see the ATC press release, dated February 26, 1999, which
is attached herewith as Exhibit 99.2.
Giving effect to the consummation of the Omni Merger and the TeleCom Merger, ATC
currently operates more than 3,200 towers in 44 states and the District of
Columbia. Based in Boston, the Company has a national footprint with regional
hubs in Boston, Albuquerque, Atlanta, Chicago, Houston and San Francisco.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired and (b) Pro Forma
Financial Information.
Pursuant to Regulation 240.15d-11, the Company filed a Form 8-K/A on
January 27, 1999, indicating that it satisfied the requirements of Form
8-K, which require the Company to provide financial statements for the
periods specified in Regulation 210.3.05 and pro forma financial
statements for the periods specified in Regulation 210.11.02 and 11.03,
in the Company's Registration Statements on Form S-4 (File No.
333-70683 and File No. 333-70685), as filed on January 15, 1999 and
declared effective by the Securities and Exchange Commission on that
date.
(c) Exhibits.
Exhibit 2.1 - Amendment to the Amended and Restated Agreement and
Plan of Merger, dated as of February 26, 1999, by
and among ATC, ATI, ATMC and Telecom.
Exhibit 10.1 - Amended and Restated Registration Agreement, dated as of
February 25, 1999, among ATC and each of the Parties
named therein.
Exhibit 99.1 - Press Release of ATC, dated February 25, 1999.
Exhibit 99.2 - Press Release of ATC, dated February 26, 1999.
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: March 18, 1999 By: /s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and Corporate Controller