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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):
January 27, 1999 (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 7. Financial Statements and Exhibits.
This report is being filed with respect to the following acquisitions:
(1) 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.
(2) 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. On December 18, 1998, ATC entered into an Amended and
Restated Agreement and Plan of Merger (the "TeleCom Amended Agreement")
with TeleCom, 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 Amended Agreement was further amended on
December 23, 1998 by the Amendment (the "Amendment") to the TeleCom
Amended Agreement with TeleCom, ATI, and ATMC.
The Omni Merger Agreement and the TeleCom Merger Agreement were filed with
and described in the Current Report on Form 8-K filed by the Company on
November 30, 1998. The TeleCom Amended Agreement and the Amendment were
filed with and described in the Current Report on Form 8-K filed by the
Company on January 8, 1999. The Company did not provide audited or pro
forma financial information in either filing and has not provided such
financial information herewith as the Company has previously reported the
required information as set forth below.
(a) Financial Statements of business acquired.
Pursuant to Regulation 240.15d-11, the Company satisfied the requirements of
Form 8-K, that require it to provide financial statements for the periods
specified in Regulation 210.3.05, 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 such
date.
The financial statements of Omni and TeleCom were provided in the Registration
Statements on Form S-4 as follows:
OmniAmerica, Inc. and Subsidiaries
Reports of Independent Auditors
Consolidated Balance Sheets as of June 30, 1997 and 1998 and
September 30,1998 (unaudited)
Consolidated Statements of Earnings for the years ended June 30, 1996,
1997 and 1998 and three months ended September 30, 1997 and 1998
(unaudited)
Consolidated Statements of Stockholders' Equity for the years ended
June 30, 1996, 1997 and 1998 and three months ended September 30, 1998
(unaudited)
Consolidated Statements of Cash Flows for the years ended June 30,
1996, 1997 and 1998 and three months ended September 30, 1997 and 1998
(unaudited)
Notes to Consolidated Financial Statements
TeleCom Towers, L.L.C.
Report of Independent Auditors
Balance Sheets as December 31, 1997 and September 30, 1998 (unaudited)
Statements of Operations for the period from September 30, 1997
(inception) to December 31, 1997 and nine months ended September 30,
1998 (unaudited)
Statements of Members' Equity for period from September 30, 1997
(inception) to December 31, 1997 and nine months ended September 30,
1998 (unaudited)
Statements of Cash Flows for the period from September 30, 1997
(inception) to December 31, 1997 and nine months ended September 30,
1998 (unaudited)
Notes to Financial Statements
Telecom Southwest Towers Limited Partnership
Reports of Independent Auditors
Balance Sheets as December 31, 1996 and 1997 and July 31, 1998
(unaudited)
Statements of Operations for the years ended December 31, 1995, 1996
and 1997 and seven months ended July 31, 1997 and 1998 (unaudited)
Statements of Partner's Capital for the years ended December 31, 1995,
1996 and 1997 and seven months ended July 31, 1998 (unaudited)
Statements of Cash Flows for the years ended December 31, 1995, 1996
and 1997 and seven months ended July 31, 1997 and 1998 (unaudited)
Notes to Financial Statements
Telecom Towers Mid-Atlantic Limited Partnership
Reports of Independent Auditors
Consolidated Balance Sheets as December 31, 1996 and 1997, and July 31,
1998 (unaudited)
Consolidated Statements of Operations for the years ended December 31,
1995, 1996 and 1997 and seven months ended July 31, 1997 and 1998
(unaudited)
Consolidated Statements of Partner's Capital for the years ended
December 31, 1995, 1996 and 1997 and seven months ended July 31, 1998
(unaudited)
Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1996 and 1997 and seven months ended July 31, 1997 and 1998
(unaudited)
Notes to Consolidated Financial Statements
Telecom Towers of the West, L.P.
Reports of Independent Auditors
Consolidated Balance Sheets as December 31, 1996 and 1997, and July 31,
1998 (unaudited)
Consolidated Statements of Operations for the period from August 31,
1996 to December 31, 1996 and year ended December 31, 1997 and seven
months ended July 31, 1997 and 1998 (unaudited)
Consolidated Statements of Partner's Capital for the years ended
December 31, 1996 and 1997 and seven months ended July 31, 1998
(unaudited)
Consolidated Statements of Cash Flows for the period from August 31,
1996 to December 31, 1996 and year ended December 31, 1997 and seven
months ended July 31, 1997 and 1998 (unaudited)
Notes to Consolidated Financial Statements
(b) Unaudited Pro Forma Financial Information.
Pursuant to Regulation 240.15d-11, the Company satisfied the
requirements of Form 8-K, that require it to provide 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 such
date.
The unaudited pro forma condensed consolidated financial statements
were provided in the Registration Statements on Form S-4 as follows:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1998 Unaudited Pro Forma Condensed Consolidated
Statements of Operations for the nine months ended September 30, 1998
and year ended December 31, 1997 Notes to Unaudited Pro Forma Condensed
Consolidated Financial Statements
(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.,
aDelaware limited liability company ("TeleCom").**
Exhibit 2.3 - Amended and Restated Agreement and Plan of Merger, dated
as of December 18, 1998, by and among ATC, ATC Merger
Corporation, a Delaware corporation ("ATMC'), ATI and
TeleCom.***
Exhibit 2.4 - Amendment, dated as of December 23, 1998, by and among
ATC, ATMC, ATI and TeleCom.****
* Filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K filed on November 30, 1998.
** Filed as Exhibit 2.2 to the Company's Current Report
on Form 8-K filed on November 30, 1998.
*** Filed as Exhibit 2.1 to the Company's Current Report
on Form 8-K filed on January 8, 1999.
**** Filed as Exhibit 2.2 to the Company's Current Report
on Form 8-K filed on January 8, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
AMERICAN TOWER CORPORATION
(Registrant)
Date: January 27, 1999 By: /s/ Justin D. Benincasa
--------------------------
Name: Justin D. Benincasa
Title: Vice President and
Corporate Controller