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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 4, 1998 (June 3, 1998)
AMERICAN TOWER SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-46025 65-0598206
(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
On June 3, 1998, American Tower Systems Corporation issued the press
release attached herewith as Exhibit 99.
Item 7. Exhibits
Press Release, dated June 3, 1998....................... Exhibit 99
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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 SYSTEMS
CORPORATION
(Registrant)
Date: June 4, 1998 By: /s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and
Corporate Controller
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EXHIBIT 99
FOR IMMEDIATE RELEASE Contact: Joe Winn, Chief Financial
Officer or Emily Farina,
Director of Investor Relations
Tel: (617) 375-7500
AMERICAN TOWER SYSTEMS ANNOUNCES COMMITMENT TO FUND
TAX REIMBURSEMENT OBLIGATION TO CBS CORPORATION
Boston, Massachusetts--June 3, 1998--American Tower Systems Corporation, a
subsidiary of American Radio Systems Corporation (NYSE:AFM), announced today
that it has received a commitment to fund its tax reimbursement obligation to
CBS Corporation pursuant to the pending merger with American Radio, expected to
occur this week, currently estimated at between approximately $305.0 and $330.0
million, depending on applicable state tax rates. The tax reimbursement would
change by between approximately $20.5 and $22.5 million for each $1.00 change in
the "fair market value" of the American Tower common stock, again depending on
the applicable state tax rates.
American Tower stated that it intends to sell a sufficient amount of such
preferred stock to fund the tax reimbursement obligation that relates to the
distribution of the American Tower common stock to the American Radio security
holders and certain related transactions. Pursuant to the CBS merger,
stockholders of American Radio will receive $44.00 per share in cash and one
share of common stock of American Tower for each share of American Radio common
stock owned by them. Upon consummation of the CBS merger, American Radio will
become a subsidiary of CBS and American Tower will be an independent publicly
owned company whose Class A Common Stock will be traded on the New York Stock
Exchange under the symbol "AMT."
American Tower is also obligated to make certain closing date balance sheet
adjustment payments to CBS, based on the working capital and debt levels of
American Radio at the time of the CBS merger. Although it is unable to state
definitively the amount of such required payments because of, among other
things, the uncertainty of recent operating results and cash capital
expenditures of American Radio and the amount of merger expenses, American Tower
estimates such obligation to CBS will not be more than $85.0 million, including
the related tax reimbursement obligation. American Tower intends to fund such
obligation through bank borrowings.
Steve Dodge, American's Chairman & CEO, stated, "While we appreciate investor
enthusiasm, we are very concerned that the market is failing to understand or
adequately consider the huge tax liability that the run up in our stock price
generates. This is a potentially massive number that materially diminishes the
company's ability to pursue productive growth opportunities going forward."
The tax reimbursement estimates described above are based on the assumption that
the "fair market value" of American Radio's stock interest in American Tower at
the time of the CBS merger would be equal to the $22 7/16 per share closing
price of the American Tower Class A Common Stock in the over the counter market
on June 2, 1998, and on certain other assumptions and interpretations of various
applicable income tax rules, and are subject to change.
American Tower has filed a registration statement under the Securities Act of
1933, as amended, offering 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 American Tower.
Proceeds of the company's offering will be used to redeem the preferred stock
and to reduce bank borrowings.
American Tower is a leading independent owner and operator of wireless
communications sites in the United States, and, giving effect to pending
acquisitions, including the merger with American Tower Corporation which is
expected to close shortly, operates more than 1,800 towers in 44 states and the
District of Columbia.
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116 Huntington Avenue, Boston, Massachusetts 02116
(617) 375-7500 FAX (617) 375-7575