As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN TOWER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 65-0723837
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
116 Huntington Avenue, Boston, Massachusetts 02116
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
STEVEN B. DODGE
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
(617) 375-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
NORMAN A. BIKALES, ESQ.
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement as determined in
light of market conditions and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount Maximum Maximum
Title of Shares to be Offering Price Aggregate Amount of
to be Registered(1) Registered Per Share Offering Price Registration Fee
Class A Common Stock, par value $.01 per share 1,000,000 $42.53(1) $42,530,000 $11,228.00
(Footnotes on next page)
(1) The offering price is estimated solely for the purpose of calculating the registration fee pursuant to rule 457(c) under
the Securities Act of 1933, as amended, using the average high and low prices reported on the New York Stock Exchange on
July 31, 2000.
--------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information contained in this prospectus is not complete and may be changed.
We may not sell these securities until the related registration statement filed
with the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell nor is it seeking an offer to buy these securities in any state
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST 4, 2000
PROSPECTUS
[LOGO]
American Tower Corporation
1,000,000 Shares
Class A Common Stock
----------------------
The selling stockholders may from time to time offer up to an aggregate of
1,000,000 shares of our Class A common stock.
Our outstanding Class A common stock, including shares held by selling
stockholders, is listed on the New York Stock Exchange under the symbol "AMT."
On August 3, 2000, the last price for the shares on the NYSE was $43.4375.
Investing in our securities involves risks. See "Risk Factors" beginning on
page 1.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The selling stockholders may offer the securities directly, through agents
designated from time to time by us or them or to or through underwriters or
dealers. We will show in a supplement the names of any agents or underwriters
involved in the sale of any securities. We will also describe any applicable
purchase price and fee or commission or discount arrangement between or among
us, the selling stockholders or them.
Our principal place of business is 116 Huntington Avenue, Boston,
Massachusetts 02116 and our telephone number is (617) 375-7500.
The date of this prospectus is , 2000
TABLE OF CONTENTS
American Tower..................................................... 1
Risk Factors....................................................... 1
Use of Proceeds.................................................... 5
Selling Stockholders............................................... 5
Description of Capital Stock....................................... 6
Plan of Distribution............................................... 9
Validity of the Offered Securities................................. 10
Experts............................................................ 10
About This Prospectus.............................................. 11
Where You Can Find More Information................................ 11
Cautionary Note Regarding Forward
Looking Statements............................................ 11
Documents Incorporated By Reference................................ 12
You should rely only on the information incorporated by reference or
provided in this document. Neither we nor the selling stockholders have
authorized anyone else to provide you with different information. Neither we nor
the selling stockholders are making an offer of these securities in any
jurisdiction where it is unlawful. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
this document.
-i-
AMERICAN TOWER
We are a wireless communications and broadcast infrastructure company
operating in three business segments.
o We operate a leading network of communications towers and are the largest
independent operator of broadcast towers in North America. Giving effect as
of June 1, 2000 to our pending transactions, we have approximately 10,000
multi-user sites in the United States, Mexico and Canada, including
approximately 300 broadcast tower sites.
o We provide comprehensive network development services and components for
wireless service providers and broadcasters. We offer full turnkey network
development solutions to our customers, consisting of radio frequency
engineering, network design, site acquisition, zoning and other regulatory
approvals, construction management, tower construction and antenna
installation. We also offer a complete line of wireless infrastructure
components and fabricate steel used for broadcast towers and other
structures.
o We are a leading provider of domestic and international satellite and
Internet protocol network transmission services worldwide. We own and
operate more than 160 antennas accessing most major satellite systems from
U.S. teleport locations in Arizona, California, Massachusetts, New Jersey,
Texas, Washington state and Washington, D.C.
We estimate that our three business segments accounted for the following
percentages of pro forma 1999 operating revenues:
o Rental and management--53.0%,
o Network development services--27.0%, and
o Satellite and Internet protocol network transmission services--20.0%.
RISK FACTORS
You should consider carefully the following factors and other
information in this prospectus before deciding to invest in our securities.
If we cannot keep raising capital, our growth will be impeded
Without additional capital, we would need to curtail our acquisition
and construction programs which are essential for our long-term success. We
expect to use borrowed funds to satisfy most of our capital needs. However, we
must continue to satisfy financial ratios and to comply with financial and other
covenants in order to do so. If our revenues and cash flow do not meet
expectations, we may lose our ability to borrow money. These same factors, as
well as market conditions beyond our control, could make it difficult or
impossible for us to sell securities as an alternative to borrowing.
Failure to meet our large debt payments could require us to sell securities or
assets on unfavorable terms
Our high debt level makes us vulnerable to downturns in our operations.
This high debt level requires us to use most of our cash flow to make interest
and principal payments. If we do not generate sufficient cash flow through our
operations to make interest and principal payments, we may be forced to sell
debt or equity securities or to sell some of our core assets. This could be
harmful to our business and to our securityholders. Market conditions or our own
financial situation may require us to make these sales on unattractive terms.
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Decrease in demand for tower space would materially and adversely affect our
cash flow and we cannot control that demand
Many of the factors affecting the demand for tower space, and therefore
our cash flow, are beyond our control. Those factors include:
o consumer demand for wireless services,
o the financial condition of wireless service providers and their preference
for owning or leasing antenna sites,
o the growth rate of wireless communications or of a particular wireless
segment,
o the number of wireless service providers in a particular segment,
nationally or locally,
o governmental licensing of broadcast rights,
o increased use of roaming and resale arrangements by service providers,
o zoning, environmental and other government regulations, and
o technological changes.
Build-to-suit construction projects increase our dependence on a limited number
of customers
Our increasing focus on major build-to-suit projects for wireless
service providers entails several unique risks. First is our greater dependence
on a limited number of customers. In addition, although we have the benefit of
an anchor tenant in build-to-suit projects, we may not be able to find a
sufficient number of additional tenants. In fact, one reason wireless service
providers may prefer build-to-suit arrangements is to share or escape the costs
of an undesirable site. A site may be undesirable because it has high
construction costs or may be considered a poor location by other providers.
Our expanded construction program increases our exposure to uncontrollable risks
We cannot control the main factors that can prevent, delay or increase
the cost of construction. These factors include:
o zoning and local permitting requirements,
o environmental group opposition,
o availability of skilled construction personnel and construction equipment,
o adverse weather conditions, and
o federal regulations.
Increasing competition poses problems for our construction and acquisition
programs
Increased competition, which we believe will continue, has resulted in
substantially higher acquisition costs, particularly for towers being sold by
wireless service providers. That competition has also raised
2
construction site acquisition costs and created shortages for experienced tower
construction personnel. Because of personnel shortages, we could experience
failures to meet time schedules. Failures to meet time schedules could result in
our paying significant penalties to prospective tenants, particularly in
build-to-suit situations.
Our acquisition strategy involves potential management and integration issues
The increased size of our acquisitions from wireless service providers,
which often involve major build-to-suit arrangements, could create certain
problems we have not faced in the past. These include:
o dependence on a limited number of customers,
o lease and control provisions more favorable to the wireless service
provider than those we give our tenants generally,
o integration of major national networks into our operational systems,
o demands on managerial personnel that could divert their attention from
other aspects of our business, and
o the acquisition of significant numbers of towers that, because of location
or age, may have limited marketing potential.
We are dependent on our chief executive officer and would be hurt if he left
The loss of our chief executive officer, Steven B. Dodge, has a greater
likelihood of having a material adverse effect upon us than it would on most
other companies of our size. Our growth strategy is highly dependent on the
efforts of Mr. Dodge. Our ability to raise capital is also dependent to a
significant extent on the reputation of Mr. Dodge. You should be aware that we
have not entered into employment agreements with Mr. Dodge.
Expanding operations into foreign countries could create certain operational and
financial risks
Our recent expansion into Canada and Mexico, and other possible foreign
operations in the future, could result in adverse financial consequences and
operational problems not experienced in the United States. We have made a
substantial loan to a Mexican company and are committed to construct a sizable
number of towers in that country. We have also invested in a Canadian joint
venture that intends to acquire and construct towers in that country. We may
also, in the future, engage in comparable transactions in other countries. Among
the risks of foreign operations are governmental expropriation and regulation,
inability to repatriate earnings or other funds, currency fluctuations,
difficulty in recruiting trained personnel, and language and cultural
differences that could impair management control and operations.
New technologies could make our tower antenna leasing services less desirable to
potential tenants
Mobile satellite systems and other new technologies could compete with
land-based wireless communications systems, thereby reducing the demand for
tower lease space and other services we provide. The Federal Communications
Commission has granted license applications for several low-earth orbiting
satellite systems that are intended to provide mobile voice or data services. In
addition, the emergence of new technologies could reduce the need for
tower-based transmission and reception and have an adverse affect on our
operations.
The development and implementation of signal combining technologies,
which permit one antenna to service two different transmission frequencies and,
thereby, two customers, may reduce the need for tower-based
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broadcast transmission and hence demand for our antenna space. The growth in
delivery of video services by direct broadcast satellites could also adversely
affect demand for our antenna space.
We could be harmed if perceived health risks from radio emissions are
substantiated
If a connection between radio emissions and possible negative health
effects, including cancer, were established, we would be materially and
adversely affected. We do not maintain any significant insurance with respect to
these matters.
Pro forma financial information is based on estimates and assumptions and may
not be indicative of actual future results
Our actual future results could vary materially and adversely from
those reflected in the pro forma financial information we have incorporated by
reference in this prospectus. That information is based upon a number of
assumptions we believe to be reasonable. However, our two most significant
acquisitions to date, the AirTouch and AT&T transactions, do not involve the
acquisition of businesses. The towers involved in those acquisitions were
operated as part of the wireless service divisions of AirTouch and AT&T. Those
companies did not maintain extensive separate financial records or prepare
financial statements for the operation of those towers. We have, however,
compiled certain revenue and expense data of those towers in the pro forma
information. In the case of certain expenses, we have estimated amounts based on
both the limited information by the carriers and our own experience with
comparable towers. Neither our auditors, AirTouch's auditors nor AT&T's auditors
have expressed any opinion or provided any form of assurance with respect to
AirTouch's or AT&T's historical data presented in the unaudited pro forma
financial information.
Control by our principal stockholders could deter mergers where you could get
more than current market price for your stock
Control by Mr. Dodge and others may have the effect of discouraging a merger or
other takeover of our company in which holders of Class A common stock may be
paid a premium for their shares over then-current market prices. Mr. Dodge,
together with a limited number of our directors, may be able to control or block
the vote on mergers and other matters submitted to the common stockholders.
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USE OF PROCEEDS
We will receive no proceeds from any sale of the shares by the selling
stockholders.
SELLING STOCKHOLDERS
The selling stockholders are offering up to a total of 1,000,000 shares of
our Class A common stock. The selling stockholders will determine the actual
number of shares they will sell. Because the selling stockholders may sell all,
some or none of the shares of common stock that they hold, we are unable to
estimate the number of shares of common stock that will be held by them upon
completion of the offering. Prior to any use of this prospectus in connection
with a sale of the common stock by any selling stockholders, we may supplement
this prospectus to contain additional terms of the offering of such shares.
The following table sets forth beneficial ownership information, as of July
19, 2000, with respect to the number of shares of our common stock the selling
stockholders own. The selling stockholders named below may offer from time to
time the shares of common stock shown below:
Percentage
Shares Percent of Percent of Percent of of Total Maximum
Owned Class A Class B Common Voting Number of
Prior to Prior to Prior to Stock Prior Power Prior Shares Being
Offering Offering Offering to Offering to Offering Offered
-------- -------- -------- ----------- ----------- -------
Selling Stockholders(1) 1,000,000 * -- * * 1,000,000
* Less than 1%
(1) Includes shares held by employees or officers of some of our divisions or subsidiaries, as well as other of our
stockholders.
5
DESCRIPTION OF CAPITAL STOCK
The description below summarizes the more important terms of our capital
stock. Because this section is a summary, it does not describe every aspect of
the capital stock. This summary is subject to and qualified in its entirety by
reference to the provisions of our Restated Certificate of Incorporation, as
amended, including by any applicable certificates of designation. We refer to it
as the restated certificate. We have incorporated by reference a copy of the
restated certificate as an exhibit to the registration statement of which this
prospectus is a part. This summary is subject to and qualified by reference to
the description of the particular terms of your series of preferred stock
described in the applicable prospectus supplement.
General
Our authorized capital stock consists of 20,000,000 shares of preferred
stock, $.0l par value per share, 500,000,000 shares of Class A common stock,
$.0l par value per share, 50,000,000 shares of Class B common stock, $.0l par
value per share, and 10,000,000 shares of Class C common stock, $.0l par value
per share.
Preferred Stock
Our board of directors will determine the designations, preferences,
limitations and relative rights of the 20,000,000 authorized and unissued shares
of preferred stock. These include:
o the distinctive designation of each series and the number of shares that
will constitute the series,
o the voting rights, if any, of shares of the series,
o the dividend rate on the shares of the series, any restriction, limitation
or condition upon the payment of the dividends, whether dividends will be
cumulative, and the dates on which dividends are payable,
o the prices at which, and the terms and conditions on which, the shares of
the series may be redeemed, if the shares are redeemable,
o the purchase or sinking fund provisions, if any, for the purchase or
redemption of shares of the series,
o any preferential amount payable upon shares of the series upon our
liquidation or the distribution of our assets,
o the price or rates of conversion at which, and the terms and conditions on
which the shares of the series may be converted into other securities, if
the shares are convertible, and
o whether the series can be exchanged, at our option, into debt securities,
and the terms and conditions of any permitted exchange.
The issuance of preferred stock, or the issuance of rights to purchase
preferred stock, could discourage an unsolicited acquisition proposal.
Common Stock
Dividends. Holders of record of shares of common stock on the record date
fixed by our board of directors are entitled to receive dividends as declared by
our board of directors out of funds legally available for the purpose. No
dividends may be declared or paid in cash or property on any share of any class
of common stock, however, unless simultaneously the same dividend is declared or
paid on each share of the other classes of common stock. Dividends in the form
of shares of stock of any company, including our company or any of our
subsidiaries, are excepted from that requirement. In that case, the shares may
differ as to voting rights to the extent that voting rights now differ among the
different classes of common stock. In the case of any dividend payable in shares
of common stock, holders of each class of common stock are entitled to receive
the same percentage dividend, payable in shares of that class, as the holders of
each other class. Dividends and other distributions on common stock are also
subject
6
to the rights of holders of any series of preferred stock or debt that may be
outstanding from time to time. See "Dividend Restrictions" on the following
page.
Voting Rights. Holders of shares of Class A common stock and Class B common
stock have the exclusive voting rights and will vote as a single class on all
matters submitted to a vote of the stockholders. The foregoing is subject to the
requirements of Delaware corporate law, special provisions governing election of
directors and the rights of holders of any series of preferred stock that may be
outstanding from time to time. Each share of Class A common stock is entitled to
one vote and each share of Class B common stock is entitled to ten votes. The
holders of the Class A common stock, voting as a separate class, have the right
to elect two independent directors. The Class C common stock is nonvoting except
as otherwise required by Delaware corporate law.
Delaware corporate law requires the affirmative vote of the holders of a
majority of the outstanding shares of any class or series of common stock to
approve, among other things, a change in the designations, preferences and
limitations of the shares of that class or series. The restated certificate,
however, requires the affirmative vote of the holders of not less than 66 2/3%
of the Class A common stock and Class B common stock, voting as a single class,
to amend most of the provisions of the restated certificate, including those
relating to the provisions of the various classes of common stock,
indemnification of directors, exoneration of directors for certain acts and the
super-majority provision.
The restated certificate:
o limits the aggregate voting power of Steven B. Dodge and his controlled
entities to 49.99% of the aggregate voting power of all shares of capital
stock entitled to vote generally for the election of directors, less the
voting power represented by the shares of Class B common stock acquired by
Thomas H. Stoner, a director, and purchasers affiliated with him in the
January 1998 private offering and owned by them or certain affiliates,
o prohibits future issuances of Class B common stock, except upon exercise of
then outstanding options and pursuant to stock dividends or stock splits,
o limits transfers of Class B common stock to permitted transferees,
o provides for automatic conversion of the Class B common stock to Class A
common stock if the aggregate voting power of Mr. Dodge, Mr. Stoner and
their respective controlled entities falls below 21.3%, and
o requires the holders of a majority of Class A common stock to approve
amendments adversely affecting the Class A common stock.
On July 19, 2000, our directors and executive officers, together with their
affiliates, owned beneficially, within the meaning of applicable SEC
regulations, approximately 39.61% of the combined voting power of the common
stock. On that date, Mr. Dodge, together with his affiliates, owned beneficially
approximately 26.72% of the combined voting power.
Conversion Provisions. Shares of Class B common stock and Class C common
stock are convertible, at any time at the option of the holder, on a share for
share basis into shares of Class A common stock. The present owner of Class C
common stock can convert that stock only upon the occurrence of a conversion
event or with the consent of our board of directors. Shares of Class B common
stock automatically convert into shares of Class A common stock upon any sale,
transfer, assignment or other disposition other than (a) to permitted
transferees, or (b) pursuant to pledges but not to the pledgee upon foreclosure.
Permitted transferees includes certain family members and other holders of Class
B common stock.
Liquidation Rights. Upon our liquidation, dissolution or winding up the
holders of each class of common stock are entitled to share ratably in all
assets available for distribution after payment in full of creditors and payment
in full to holders of preferred stock then outstanding of any amount required to
be paid to them.
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Other Provisions. The holders of common stock are not entitled to preemptive
or subscription rights. The shares of common stock presently outstanding are
validly issued, fully paid and nonassessable.
In any merger, consolidation or business combination, the holders of each
class of common stock must receive the identical consideration to that received
by holders of each other class of common stock, except if shares of common stock
or common stock of any other company are distributed, the shares may differ as
to voting rights to the same extent that voting rights then differ among the
different classes of common stock.
No class of common stock may be subdivided, consolidated, reclassified or
otherwise changed unless, concurrently, the other classes of common stock are
subdivided, consolidated, reclassified or otherwise changed in the same
proportion and in the same manner.
Dividend Restrictions
Our borrower subsidiaries are prohibited under the terms of their credit
facilities from paying cash dividends or making other distributions on, or
making redemptions, purchases or other acquisitions of, their capital stock or
other equity interests, including preferred stock, except that, beginning on
April 15, 2004, if no default exists or would be created thereby under the
credit facilities, our borrower subsidiaries may pay cash dividends or make
other distributions to the extent that restricted payments, as defined in the
credit facilities, do not exceed (a) 50% of excess cash flow, as defined in the
credit facilities, for the preceding calendar year or (b) 50% of the net
proceeds of any debt or equity offering after June 16, 1998.
Delaware Business Combination Provisions
Under Delaware corporate law, certain "business combinations," including the
issuance of equity securities, between a Delaware corporation and any
"interested stockholder" must be approved by the holders of at least 66 2/3 of
the voting stock not owned by the interested stockholder if it occurs within
three years of the date the person became an interested stockholder. The voting
requirement does not apply, however, if, before the acquisition, the
corporation's board of directors approved either the business combination or the
transaction which resulted in the person becoming an interested stockholder.
"Interested stockholder" means any person who owns, directly or indirectly, 15%
or more of the voting power of the corporation's shares of capital stock. The
provision does not apply to Mr. Dodge because our board of directors approved
the transaction pursuant to which he became an interested stockholder.
Listing of Class A Common Stock
Our Class A common stock is traded on the NYSE under the symbol "AMT."
Transfer Agent and Registrar
The transfer agent and registrar for the common stock is Computershare
Investor Services L.L.C., 2 North La Salle, 3rd Floor, Chicago, Illinois 60602
(telephone number (312) 588-4991).
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PLAN OF DISTRIBUTION
The selling stockholders may sell shares of our Class A common stock to one
or more underwriters for public offering and sale by them. One or more of them
may also sell those shares to investors directly or through broker-dealers or
others which may act as agents or principals.
Sales may be effected by the selling stockholders from time to time in one
or more transactions at a fixed price or prices, which may be changed, at fixed
prices, at prevailing market prices at the time of sale, at prices related to
the prevailing market prices or at negotiated prices. Sales may be effected from
time to time in one or more transactions on the New York Stock Exchange, in the
over-the-counter market, in negotiated transactions or a combination of such
methods of sale. Selling stockholders may also sell their Class A common stock
in private transactions or under Rule 144 of the Securities Act rather than
pursuant to this prospectus or any prospectus supplement.
For the purposes of this prospectus and any prospectus supplement, the term
selling stockholder will include donees, pledgees and other assignees selling
shares received from the selling stockholder named herein as well as any donees,
pledgees and other assignees selling shares received from those donees, pledgees
or assignees.
In connection with the sale of the securities offered by the selling
stockholders, underwriters or agents may receive or be deemed to have received
compensation from the selling stockholders or from purchasers in the form of
underwriting discounts, concessions or commissions. Underwriters may sell the
securities offered by the selling stockholders to or through dealers, and
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters or from purchasers.
We will name any underwriter or agent involved in the offer and sale of the
securities offered, to the extent we know, by the selling stockholders in a
prospectus supplement. We will show any underwriting compensation paid, to the
extent we know, by the selling stockholders to underwriters or agents in
connection with the offering of the securities offered by the selling
stockholders, and any discounts, concessions or commissions allowed by
underwriters to participating dealers, in the applicable prospectus supplement.
If so indicated in a prospectus supplement, we will authorize underwriters
or other persons acting as the selling stockholders' agents to solicit offers by
certain institutions to purchase the securities offered by the selling
stockholders at the public offering price shown in the applicable prospectus
supplement pursuant to contracts providing for payment and delivery on a future
date or dates. Institutions with whom contracts may be made include commercial
and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions, and other institutions. We are required
to approve any contracts and the institutions that may become parties to them.
Any contracts will be subject to the condition that the purchase by an
institution of the securities offered by the selling stockholders will not at
the time of delivery be prohibited under the law of any jurisdiction in the
United States to which the institution is subject. If a portion of the
securities offered by the selling stockholders is being sold to underwriters,
the contract may also be subject to the condition that the selling stockholders
will have sold to the underwriters the securities offered by the selling
stockholders not sold for delayed delivery. The underwriters and the other
persons will not have any responsibility in respect of the validity or
performance of the contracts.
Underwriters, dealers and agents participating in the distribution of the
securities offered by any selling stockholder may, under certain circumstances,
be deemed to be underwriters within the meaning of Section 2(11) of the
Securities Act. Any discounts, concessions and commissions received by them and
any profit realized by them on resale of the securities offered by any selling
stockholder may be deemed to be underwriting discounts and commissions, under
the Securities Act of 1933. To the extent any selling stockholder and any
brokers, dealers or agents may be deemed to be underwriters, each of them may be
subject to certain statutory liabilities, including Sections 11, 12 and 17 of
the Securities Act and Rule 10b-5 under the Securities Exchange Act of 1934 and
will be subject to the prospectus delivery requirements of the Securities Act.
Underwriters, dealers and agents may be entitled, under agreements entered
into with us and the selling stockholders, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act. Pursuant to a registration right agreement, we and each of the
selling stockholders will be
9
indemnified by the other against certain liabilities, including certain
liabilities under the Securities Act, or will be entitled to contribution in
connection with these matters. We have agreed to pay substantially all of the
expenses incidental to the registration, offering and resale by the selling
stockholders of our Class A common stock, other than commissions, fees and
discounts of underwriters, brokers, dealers and agents.
Any underwriters to whom securities offered are sold may make a market in
those offered securities. Underwriters will not be obligated to make any market,
however, and may discontinue any market making at any time without notice.
The selling stockholders and any other person participating in a
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations under that act, including Regulation M. Regulation M
may limit the timing of purchases and sales of the Class A common stock by the
selling stockholders and any other participating person. Furthermore, Regulation
M may restrict the ability of any person engaged in the distribution to engage
in market-making activities with respect to the particular securities, or
securities into which they may be converted or exchanged or for which they may
be exercised, for a period of up to five business days prior to the commencement
of the distribution. All of the foregoing may affect the marketability of the
offered securities and the ability of any person to engage in market-making
activities with respect to the offered securities, or the securities into which
they may be converted or exchanged or for which they may be exercised.
Certain of the underwriters and their affiliates may engage in transactions
with and perform services for us in the ordinary course of business for which
they receive compensation.
VALIDITY OF THE OFFERED SECURITIES
Sullivan & Worcester LLP, Boston, Massachusetts, will pass upon the
validity of the offered securities for the selling stockholders. As of July 31,
2000, Norman A. Bikales, a member of the firm of Sullivan & Worcester LLP, owned
11,000 shares of our Class A common stock and 41,490 shares of Class B common
stock and had options to purchase 20,000 shares of Class A common stock at
$10.00 per share and 25,000 shares of Class A common stock at $23.813 per share.
Mr. Bikales and other partners and associates of that firm serve as secretary or
assistant secretaries of us and certain of our subsidiaries.
EXPERTS
The consolidated financial statements of American Tower Corporation
incorporated in this prospectus by reference from American Tower Corporation's
Annual Report on Form 10-K for the year ended December 31, 1999 have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
We are incorporating the following financial statements by reference in this
prospectus from our Form 8-K dated March 30, 2000:
o The consolidated financial statements of UNIsite, Inc. and subsidiaries as
of December 31, 1999 and 1998 and for the three years ended December 31,
1999 have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
o The consolidated financial statements of ICG Satellite Services, Inc. and
subsidiary as of November 30, 1999 and for the eleven months ended November
30, 1999 have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified
public accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.
10
ABOUT THIS PROSPECTUS
This prospectus is under a so-called shelf registration for selling
stockholders to offer outstanding shares of our Class A common stock owned by
them. Under this shelf process, the selling stockholders may sell up to an
aggregate of 1,000,000 shares of our Class A common stock. This prospectus
provides you with a general description of the securities we and the selling
stockholders may offer. Each time the selling stockholders sell securities, if
the terms of the offering are different than what is described in this
prospectus, we or the selling stockholders will provide a prospectus supplement
containing specific information about the terms of that offering. The prospectus
supplement may also add, update, or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described below under the heading "Where
You Can Find More Information" and under the heading "Documents Incorporated By
Reference" on page 12.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or other
information on file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You can request copies of those documents upon
payment of a duplicating fee to the SEC. You may also review a copy of the
registration statement at the SEC's regional offices in Chicago, Illinois and
New York, New York. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. You can review our
SEC filings and the registration statement by accessing the SEC's Internet site
at http://www.sec.gov.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
We have made and incorporated by reference forward-looking statements in
this document. Forward-looking statements include those regarding our goals,
beliefs, plans or current expectations and other statements contained regarding
matters that are not historical facts. For example, when we use the words
believe, expect, anticipate or similar expressions, we are making
forward-looking statements. Forward-looking statements include statements
concerning:
o the outcome of our growth strategy,
o future results of operations,
o liquidity and capital expenditures,
o construction and acquisition activities,
o debt levels and the ability to obtain financing and make payments on our
debt,
o regulatory developments and competitive conditions in the communications
site and wireless carrier industries,
o projected growth of the wireless communications and wireless carrier
industries,
o dependence on demand for satellites for Internet data transmission, and
o general economic conditions.
Our forward-looking statements are subject to risks and uncertainties. You
should note that many factors, some of which are discussed elsewhere in this
prospectus or in the documents we have incorporated by reference, could affect
us in the future and could cause our results to differ materially from those
expressed in our forward-looking statements. For a discussion of some of these
factors, please read carefully the information under "Risk Factors"
11
beginning on page 1. We are not required to release publicly the results of any
revisions to these forward-looking statements we may make to reflect future
events or circumstances.
DOCUMENTS INCORPORATED
BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus. Statements in this prospectus regarding the
contents of any contract or other document may not be complete. You should refer
to the copy of the contract or other document filed as an exhibit to the
registration statement. Later information filed with the SEC will update and
supersede information we have included or incorporated by reference in this
prospectus.
We incorporate by reference the documents listed below and any filings made
after the date of the original filing of the registration statement of which
this prospectus is a part made with the SEC under Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 until our offering is completed or
terminated:
o our Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
o our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
o our Current Reports on Form 8-K dated January 28, 2000, January 31, 2000,
February 9, 2000, February 24, 2000, March 14, 2000, March 30, 2000, April
13, 2000, May 15, 2000, May 23, 2000, June 12, 2000, June 23, 2000, June
29, 2000, July 28, 2000 and August 1, 2000, and
o the description of our Class A common stock contained in our registration
statement on Form 8-A (File No. 001-14195), filed on June 4, 1998.
We will provide you with a copy of the information we have incorporated by
reference, excluding exhibits other than those to which we specifically refer.
You may obtain this information at no cost by writing or telephoning us at: 116
Huntington Avenue, Boston, Massachusetts 02116, (617) 375-7500, Attention:
Director of Investor Relations.
12
[LOGO]
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an estimate (except in the case of the registration fee) of
the amount of fees and expenses to be incurred in connection with the issuance
and distribution of the offered shares registered hereby, other than
underwriting discounts and commissions, if any, incurred in connection with the
sale of the offered shares. All such amounts will be borne by American Tower
Corporation (the "Company").
Registration fee under Securities Act................ $11,228.00
Accounting fees and expenses......................... 50,000.00
Legal fees and expenses.............................. 100,000.00
Printing and engraving............................... 50,000.00
Miscellaneous fees and expenses...................... 100,000.00
-----------
Total: .......................................... $311,228.00
===========
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Laws ("DGCL") provides, in
effect, that any person made a party to any action by reason of the fact that he
is or was a director, officer, employee or agent of the Company may and, in
certain cases, must be indemnified by the Company against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees), if in either type of action he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in a non-derivative action,
which involves a criminal proceeding, in which such person had no reasonable
cause to believe his conduct was unlawful. This indemnification does not apply,
in a derivative action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to the Company, unless upon court order it
is determined that, despite such adjudication of liability, but in view of all
the circumstances of the case, he is fairly and reasonably entitled to indemnity
for expenses.
Article XII of the Company's By-Laws provides that the Company shall
indemnify each person who is or was an officer or director of the Company to the
fullest extent permitted by Section 145 of the DGCL.
Article Sixth of the Company's restated certificate of incorporation states
than no director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for (i) breach of the director's duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (iii) liability under
Section 174 of the DGCL relating to certain unlawful dividends and stock
repurchases, or (iv) any transaction from which the director derived an improper
personal benefit.
Reference is made to the Underwriting Agreements (Exhibits 1.1 through 1.5
hereto) which may contain certain provisions for indemnification by the
underwriters of the Company, directors, officers and controlling persons under
certain circumstances.
II-1
Item 16. Exhibits.
Listed below are the exhibits which are filed as part of this Registration
Statement on Form S-3 (according to the number assigned to them in Item 601 of
Regulation S-K).
Exhibit Description of Document Exhibit File No.
-------- ------------------------ ----------------
No.
---
3.1 Restated Certificate of Incorporation, as amended, of the
Company as filed with the Secretary of State of the State of
Delaware on June 4, 1999 Incorporated by reference to Exhibit
3(i) from the Company's Quarterly
Report of Form 10-Q (File No.
001-14195) filed on August 16, 1999
3.2 By-Laws, as amended, of the Company Incorporated by reference to Exhibit
3.2 from the Company's Registration
Statement on Form S-3 (File No.
333-37988) filed on May 26, 2000
5 Opinion of Sullivan & Worcester LLP Filed herewith as Exhibit 5
23.1 Consent of Sullivan & Worcester LLP Contained in the opinion of Sullivan &
Worcester LLP filed herewith as part
of Exhibit 5
23.2 Consent of Deloitte & Touche LLP Filed herewith as Exhibit 23.2
23.3 Consent of KPMG LLP Filed herewith as Exhibit 23.3
23.4 Consent of KPMG LLP Filed herewith as Exhibit 23.4
24 Power of Attorney Filed herewith as page II-4 of the
Registration Statement
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in this registration
statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant
to
II-2
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referred to in Item 15 of this
registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes:
(1) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of Prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed
to be part of this Registration Statement as of the time it was
effective.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be initial bona fide offering
thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on the 4th day
of August, 2000.
AMERICAN TOWER CORPORATION
By: /s/ Steven B. Dodge
Steven B. Dodge
Chairman of the Board, President and
Chief Executive Officer
The undersigned officers and directors of the Company hereby severally
constitute Joseph L. Winn, Justin D. Benincasa, Jonathan Black and Norman A.
Bikales, and each of them, acting singly, our true and lawful attorneys to sign
for us and in our names in the capacities indicated below the Company's
Registration Statement on Form S-3 relating to the registration of such
securities under the Securities Act of 1933, as amended, and any and all
amendments thereto, including without limitation any registration statement or
post-effective amendment thereof filed under and meeting the requirements of
Rule 462(b) under the Securities Act, hereby ratifying and confirming our
signatures as they may be signed by our attorneys to such Registration Statement
and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
Signature Title Date
/s/ Steven B. Dodge Chairman, President, Chief August 4, 2000
Steven B. Dodge Executive Officer and Director
/s/ Joseph L. Winn Chief Financial Officer and August 4, 2000
Joseph L. Winn Treasurer
/s/ Justin D. Benincasa Vice President and Corporate August 4, 2000
Justin D. Benincasa Controller
/s/ Alan L. Box Executive Vice President and August 4, 2000
Alan L. Box Director
_______________________ Director August 4, 2000
Arnold L. Chavkin
/s/ Dean H. Eisner Director August 4, 2000
Dean H. Eisner
II-4
/s/ J. Michael Gearon, Jr. Executive Vice President and August 4, 2000
J. Michael Gearon, Jr. Director
/s/ Fred R. Lummis Director August 4, 2000
Fred R. Lummis
/s/ Randall Mays Director August 4, 2000
Randall Mays
/s/ Thomas H. Stoner Director August 4, 2000
Thomas H. Stoner
/s/ Maggie Wilderotter Director August 4, 2000
Maggie Wilderotter
II-5
EXHIBIT INDEX
Listed below are the exhibits which are filed as part of this Registration
Statement on Form S-3 (according to the number assigned to them in Item 601 of
Regulation S-K).
Exhibit Description of Document Exhibit File No.
-------- ------------------------ ----------------
No.
---
3.1 Restated Certificate of Incorporation, as amended, of the
Company as filed with the Secretary of State of the State of
Delaware on June 4, 1999 Incorporated by reference to Exhibit
3(i) from the Company's Quarterly
Report of Form 10-Q (File No.
001-14195) filed on August 16, 1999
3.2 By-Laws, as amended, of the Company Incorporated by reference to Exhibit
3.2 from the Company's Registration
Statement on Form S-3 (File No.
333-37988) filed on May 26, 2000
5 Opinion of Sullivan & Worcester LLP Filed herewith as Exhibit 5
23.1 Consent of Sullivan & Worcester LLP Contained in the opinion of Sullivan &
Worcester LLP filed herewith as part
of Exhibit 5
23.2 Consent of Deloitte & Touche LLP Filed herewith as Exhibit 23.2
23.3 Consent of KPMG LLP Filed herewith as Exhibit 23.3
23.4 Consent of KPMG LLP Filed herewith as Exhibit 23.4
24 Power of Attorney Filed herewith as page II-4 of the
Registration Statement
Exhibit 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
August 4, 2000
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), by American Tower Corporation, a Delaware
corporation ("American Tower"), of 1,000,000 shares (the "Shares") of its Class
A Common Stock, par value $.01 per share (the "Class A Common Stock"), which
shares are to be offered by the selling stockholders (the "Selling
Stockholders") described in American Tower's registration statement on Form S-3
(the "Registration Statement"), the following opinion is furnished to you to be
filed with the Securities and Exchange Commission (the "Commission") as Exhibit
5 to the Registration Statement.
We have acted as counsel to American Tower in connection with the
preparation of the Registration Statement, and we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, corporate records, certificates and statements of
officers and accountants of American Tower, and of public officials, and such
other documents as we have considered relevant and necessary in order to furnish
the opinion hereinafter set forth. We express no opinion herein as to any laws
other than the General Corporation Law of the State of Delaware.
The authorized capital stock of American Tower consists of 20,000,000
shares of preferred stock, par value $.01 per share (the "Preferred Stock"), the
relative designations, preferences, rights and restrictions of which are to be
designated from time to time by the Board of Directors of American Tower,
500,000,000 shares of Class A Common Stock, 50,000,000 shares of Class B Common
Stock, par value $.01 per share, and 10,000,000 shares of Class C Common Stock,
par value $.01 per share (collectively, the "Common Stock").
Based upon and subject to the foregoing, we are of the opinion that:
(a) the Shares have been duly and validly authorized by American Tower; and (b)
with respect to the Shares to be offered by the Selling Stockholders, all
necessary actions on the part of American Tower in connection with the issuance
of said Shares have been taken and said Shares are validly issued, fully paid
and non-assessable.
American Tower Corporation
August 4, 2000
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm therein under the
caption "Validity of the Offered Securities." In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act or under the Rules and
Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan and Worcester LLP
SULLIVAN & WORCESTER LLP
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of American Tower Corporation on Form S-3 of our report dated March 1, 2000,
appearing in the Annual Report on Form 10-K of American Tower Corporation for
the year ended December 31, 1999, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/S/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 1, 2000
Exhibit 23.3
Consent of Independent Accountants
The Board of Directors
UNIsite, Inc. and Subsidiaries:
We consent to the incorporation by reference in the registration statement
on Form S-3 of American Tower Corporation of our report dated January 14, 2000,
with respect to the consolidated balance sheets of UNIsite, Inc. and
Subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, redeemable convertible preferred stock and
stockholders' deficit, and cash flows for each of the years in the three-year
period ended December 31, 1999 which report appears in the Form 8-K of American
Tower Corporation dated March 30, 2000, and to the reference to our firm under
the heading "Experts" in the prospectus.
Tampa, Florida
August 1, 2000
/s/ KPMG LLP
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
ICG Satellite Services, Inc.
We consent to the incorporation by reference in the registration statement
on Form S-3 of American Tower Corporation of our report dated February 28, 2000,
with respect to the consolidated balance sheet of ICG Satellite Services, Inc.
and subsidiary as of November 30, 1999, and the related consolidated statements
of operations and accumulated deficit and cash flows for the eleven month period
ended November 30, 1999, which report appears in the Form 8-K of American Tower
Corporation dated March 30, 2000, and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG LLP
Denver, Colorado
August 1, 2000