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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):
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
EXHIBIT 99.1
American Tower Contact: Joseph L. Winn, Chief Financial Officer
or Emily Farina, Director of Investor Relations
Telephone: (617) 375-7500
OmniAmerica Contact: Mark Semer or Roy Winnick
Kekst and Company
Telephone: (212) 521-4800
AMERICAN TOWER CORPORATION AND OMNIAMERICA, INC.
TO MERGE
Boston, Massachusetts and Albuquerque, New Mexico - November 16, 1998 - American
Tower Corporation (NYSE: AMT) and OmniAmerica, Inc. (NASDAQ: XMIT) today
announced that they have entered into a definitive agreement to merge in a
stock-for-stock transaction.
Under the terms of the agreement, which has been approved by the boards of
directors of both companies, OmniAmerica shareholders will receive 1.1 shares of
American Tower Class A Common Stock for each OmniAmerica share. In the
aggregate, American Tower will exchange approximately 17.7 million shares of its
stock for the approximately 16.1 million fully diluted OmniAmerica shares
outstanding, plus it will assume OmniAmerica's debt.
The combined American Tower/OmniAmerica will be a leader in the fast-growing
tower industry with a national portfolio of tower assets and significant
capabilities in the areas of site acquisition, construction and development,
leasing, and operations management. The company will have approximately 3,044
towers under ownership or management, with another 840 in the development or
construction stages (giving effect to this transaction and American Tower's
acquisition of TeleCom Towers, which was also announced today).
Steve Dodge, Chairman of American Tower, said of the merger, "Once Carl Hirsch
and I began a dialogue, the merits of this merger quickly became apparent to
both of us. Our company's site acquisition and zoning skills will now be
combined with OmniAmerica's unparalleled construction skills. We have strong
tower development momentum in the East, OmniAmerica in the West. Both companies
have a commitment to tall towers, and both have strong balance sheets. Most
importantly, this merger positions American Tower to provide a more complete
range of services to its customers. We look forward to working with the fine
people at OmniAmerica and to our association with Carl and with Hicks, Muse,
Tate & Furst."
Carl E. Hirsch, President and Chief Executive Officer of OmniAmerica, said,
"Throughout OmniAmerica's existence, our primary objective has been to deliver
value to our shareholders and our customers. By joining forces with American
Tower, we are taking a significant step towards achieving that goal. OmniAmerica
has built a dedicated
(continued)
team of experienced professionals whose skill sets complement those of the
outstanding American Tower team. It is an honor to work with Steve Dodge and
that team as we seek to position the combined company to serve the tower needs
of its nationwide client base of wireless carriers and broadcasters."
Completion of the transaction, which is expected to occur in the first quarter
of 1999, is subject to the expiration of the applicable waiting period under the
Hart-Scott-Rodino Act, as well as customary closing conditions.
Once the transaction is completed, Jack D. Furst, Chairman of OmniAmerica and a
Partner of Hicks, Muse, Tate & Furst, OmniAmerica's largest shareholder, will
join the American Tower Board of Directors.
Credit Suisse First Boston acted as financial advisor to American Tower
Corporation in this transaction, and BT Wolfensohn acted as financial advisor to
OmniAmerica, Inc.
OmniAmerica, Inc. owns, manages and develops multi-use telecommunications sites
for radio and television broadcasting, paging, cellular, PCS and other wireless
technologies. It 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. The company offers nationwide, turn-key
tower construction and installation services through its Specialty Constructors
subsidiary, "tall tower" fabrication and construction through its ownership
interest in Kline Towers, and its Microwave Tower Services subsidiary
manufactures tower-related components.
Boston-based American Tower Corporation is a leading independent owner and
operator of broadcast and wireless communications sites in the United States and
currently operates in 44 states and the District of Columbia. With respect to
the announcements today of the OmniAmerica and TeleCom Towers transactions,
Steve Dodge remarked, "Together these mergers create a more vibrant company with
an improved asset mix, a denser national footprint, and a greatly enhanced
ability to be responsive to the needs of our customers. Further, the
stock-oriented nature of these transactions preserves the balance sheet strength
of American Tower. We look forward to completing both mergers."
This press release contains "forward-looking statements" concerning future
expectations, plans or strategies that involved a number of risks and
uncertainties. The companies wish to caution readers that certain factors may
have affected the companies' actual results and could cause results for
subsequent periods to differ materially from those expressed in any
forward-looking statement made by or on behalf of the companies. Such factors
include, but are not limited to (i) substantial capital requirements and
leverage principally as a consequence of its ongoing acquisitions and
construction activities, (ii) dependence on demand for wireless communications
and implementation of digital television, (iii) the success of the companies'
tower constructions program, and (iv) the successful integration of the
businesses of the two companies. The companies undertake no obligation to update
forward-looking statements to reflect subsequently occurring events or
circumstances.
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116 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02116 617/375-7500 FAX(617)375-7575
EXHIBIT 99.2
AMERICAN TOWER CORPORATION ANNOUNCES MERGER WITH TELECOM TOWERS, LLC
Contact: Joseph L. Winn, Chief Financial Officer or
Emily Farina, Director of Investor Relations
Telephone: (617) 375-7500
Boston, Massachusetts - November 16, 1998 - American Tower Corporation (NYSE:
AMT) has entered into an agreement to merge with TeleCom Towers, L.L.C.
The purchase price for TeleCom Towers will be approximately
$155,000,000, subject to adjustment for closing date working capital. American
Tower will also assume approximately $30,000,000 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 American Tower Class A Common Stock (based on average stock prices ten days
before and ten days after today) and 40% in cash.
TeleCom Towers was formed in 1994 to serve wireless users in the
Washington, DC and Northern Virginia region. The company has grown quickly,
currently owning or co-owning nearly 367 towers and managing another 130
revenue-generating sites in 27 states. In addition, TeleCom has rights to
approximately 1,700 managed sites which are not currently generating revenue.
Its subsidiary RCC Consultants, an RF design and engineering consulting group
serving mostly governmental agencies, will be spun off by TeleCom prior to its
merger with American Tower.
Once the transaction is completed, Dean H. Eisner, Vice President,
Business Development and Planning of Cox Enterprises, Inc., will join the
American Tower Board of Directors.
Steve Dodge, Chairman of American Tower, said of the transaction, "This
is a quality tower company with excellent people and excellent assets. Many of
Telecom's towers are in the Midwest, where we need to establish a stronger
presence as we move toward creating a national footprint. We look forward to
completing this merger."
Clark Madigan, President of TeleCom Towers, remarked, "We are excited
about the merger of our two companies and appreciate the excellent reputation
and leadership position American Tower has in our industry. We look forward to
contributing in every way possible to the expansion and development of our
combined enterprise."
(continued)
American Tower Corporation is a leading independent owner and operator
of broadcast and wireless communications sites in the United States and, giving
effect to this transaction, owns or manages more than 2,600 towers in 44 states
and the District of Columbia. Based in Boston, the company has a national
footprint with regional hubs in Boston, Atlanta, Houston, San Francisco and
Chicago.
This press release contains "forward-looking statements" concerning
future expectations, plans or strategies that involved a number of risks and
uncertainties. The Company wishes to caution readers that certain factors may
have affected the Company's actual results and could cause results for
subsequent periods to differ materially from those expressed in any
forward-looking statement made by or on behalf of the Company. Such factors
include, but are not limited to (i) substantial capital requirements and
leverage principally as a consequence of its ongoing acquisitions and
construction activities (ii) dependence on demand for wireless communications
and implementation of digital television, (iii) the success of the Company's
tower construction program, and (iv) the successful operational integration of
the business of the company being acquired. The Company undertakes no obligation
to update forward-looking statements to reflect subsequently occurring events or
circumstances.
# # #
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116 HUNTINGTON AVENUE, BOSTON, MASSACHUSETTS 02116 617/375-7500 FAX 617/375-7575