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):
March 5, 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 borrowings under the Company's credit facility.
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 borrowings under the Company's credit facility. 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 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 5, 1999 By:/s/ Justin D. Benincasa
Name: Justin D. Benincasa
Title: Vice President and Corporate Controller
EXHIBIT 99.1
American Tower Contacts: Joseph L. Winn, Chief Financial Officer
or Emily Farina, Director of Investor Relations
Telephone: (617) 375-7500
OmniAmerica Contacts: Mark Semer or Roy Winnick
Kekst and Company, Telephone: (212) 521-4800
FOR IMMEDIATE RELEASE
AMERICAN TOWER CORPORATION AND OMNIAMERICA, INC.
COMPLETE MERGER
Boston, Massachusetts and Albuquerque, New Mexico - February 25, 1999 - American
Tower Corporation (NYSE: AMT) and OmniAmerica, Inc. (NASDAQ: XMIT) announced
today that they have completed their previously announced merger transaction.
American Tower issued approximately 16.7 million shares of Class A Common Stock
to OmniAmerica stockholders and assumed OmniAmerica's outstanding debt.
Consideration for the merger also included the assumption of approximately 1.0
million shares of OmniAmerica employee stock options. Shares of OmniAmerica
common stock ceased trading effective today. In addition, Jack D. Furst,
Chairman of OmniAmerica and a Partner of Hicks, Muse, Tate & Furst Incorporated,
OmniAmerica's largest shareholder, will join the Board of Directors of American
Tower.
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.
American Tower is a leading independent owner and operator of broadcast and
wireless communications sites in the United States and, giving effect to pending
transactions, will operate 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.
This press release contains "forward-looking statements" concerning
future expectations, plans or strategies that involve 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
Company's businesses acquisitions. 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
EXHIBIT 99.2
Contact: Joseph L. Winn, Chief Financial Officer
or Emily Farina, Director of Investor Relations
Telephone: (617) 375-7500
FOR IMMEDIATE RELEASE
AMERICAN TOWER CORPORATION COMPLETES MERGER WITH TELECOM TOWERS, L.L.C.
Boston, Massachusetts - February 26, 1999 - American Tower Corporation (NYSE:
AMT) announced today that it has completed the previously announced merger
transaction with TeleCom Towers, L.LC.
American Tower issued approximately 3.9 million shares of Class A Common Stock,
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. The
aggregate purchase price is also subject to certain working capital adjustments.
In addition, Dean H. Eisner, Vice President of Business Development and Planning
of Cox Enterprises, Inc. will join the Board of Directors of American Tower.
American Tower is a leading independent owner and operator of broadcast and
wireless communications sites in the United States and 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.
This press release contains "forward-looking statements" concerning
future expectations, plans or strategies that involve 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
Company's business acquisitions. 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