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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
American Tower Corporation
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
029912201
(CUSIP Number)
June 4, 1998
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-(c)
[X] Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 029912201 13G Page 2 of 6 Pages
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1 Name of Reporting Person/I.R.S. Identification Nos. of Above Persons
(Entities Only)
Steven B. Dodge
2 Check the Appropriate Box If a Member of a Group (a) |_|
(See Instructions) (b) |_|
3 SEC Use Only
4 Citizenship or Place of Organization
United States of America
5 Sole Voting Power
Number of
Shares 6,556,345
Beneficially 6 Shared Voting Power
Owned by
Each 395,000
Reporting 7 Sole Dispositive Power
Person
With 6,556,345
8 Shared Dispositive Power
395,000
9 Aggregate Amount Beneficially Owned by Each Reporting Person
7,009,640
10 Check If the Aggregate Amount in Row (9) Excludes Certain Shares |X|
(See Instructions)
11 Percent of Class Represented by Amount in Row (9)
6.8%
12 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 029912201 13G Page 3 of 6 Pages
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Item 1(a). Name of issuer:
American Tower Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
116 Huntington Avenue, Boston, Massachusetts 02116
Item 2(a). Name of Person Filing:
Steven B. Dodge
Item 2(b). Address of Principal Offices or, if None, Residence:
Blueberry Hill, Manchester, Massachusetts 01944
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Class A Common Stock, $.01 par value
Item 2(e). CUSIP Number:
029912201
Item 3. If the Statement is being filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the filing person is a:
(a) [ ] Broker or dealer registered under section 15 of the Act.
(b) [ ] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act.
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
CUSIP No. 029912201 13G Page 4 of 6 Pages
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Item 4. Ownership.
The holdings reported herein are stated as of December 31, 1998. Mr. Dodge
became the beneficial owner of more than 5% of the issuer's Class A Common Stock
as a result of the separation (the "ATC Separation") of American Tower Systems
Corporation (now known as American Tower Corporation, "ATC") from American Radio
Systems Corporation ("American Radio"), pursuant to the merger of American Radio
with and into a subsidiary of CBS Corporation, effective June 4, 1998 and the
filing of a Form 8-A by ATC on June 4, 1998.
(a) Amount beneficially owned: 7,009,460 shares (including 6,902,660
shares issuable upon conversion, on a
one-for-one basis, of 6,902,660 shares
of ATC's Class B Common Stock, $.01 par
value).
(b) Percent of class: 6.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 6,556,345 shares
(ii) Shared power to vote or direct the vote: 395,000 shares
(iii) Sole power to dispose or to direct the
disposition of: 6,556,345 shares
(iv) Shared power to dispose or to direct the
disposition of: 395,000 shares
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The shares identified in Item 4 include the following shares owned
beneficially:
10,030 shares of Class A Common Stock and 3,567,761 shares of Class B
Common Stock owned by Mr. Dodge, an aggregate of 25,050 shares of Class A
Common Stock and 28,065 shares of Class B Common Stock owned by three
trusts for the benefit of Mr. Dodge's children, 66,720 shares of Class A
Common Stock and 2,000,000 shares of Class B Common Stock owned by a
limited liability company, of which Mr. Dodge is the sole member, 5,000
shares of Class A Common Stock owned by Mr. Dodge's wife and 395,000 shares
of Class B Common Stock owned by a charitable foundation of which Mr. and
Mrs. Dodge are trustees. Mr. Dodge's wife and a third party serve as
co-trustees for the three trusts. Mr. Dodge disclaims beneficial ownership
in all shares owned by such trusts, the charitable foundation and his wife.
Does not include an aggregate of 329,423 shares of Class B Common Stock
purchasable under ATC options received in exchange for American Radio
options upon consummation of the ATC Separation; includes an aggregate of
571,834 shares of Class B Common Stock as to which such exchanged options
are exercisable. Does not include 1,360,000 shares of Class B Common Stock
purchasable under an option granted on January 8, 1998 under the ATC 1997
Stock Option Plan (the "Plan") and 1,300,000 shares of Class A Common Stock
purchasable under an option granted on June 22, 1998 under the Plan and
300,000 shares of Class A Common Stock purchasable under an option granted
on December 1, 1998 under the Plan; includes 340,000 shares as to which the
January option is exercisable. Does not include 170 shares of Class A
Common Stock held by Thomas S. Dodge, an adult child of Mr. Dodge, with
respect to which Mr. Dodge disclaims beneficial ownership.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Not applicable.
CUSIP No. 029912201 13G Page 5 of 6 Pages
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Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
CUSIP No. 029912201 13G Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 16, 1999
(Date)
/s/ Steven B. Dodge
(Signature)
Steven B. Dodge
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)