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):
                      January 19, 2001 (January 18, 2001)


                          AMERICAN TOWER CORPORATION
              (Exact Name of Registrant as Specified in Charter)

Delaware 001-14195 65-0723837 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer 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) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On January 18, 2001, American Tower Corporation (the "Company") issued a press release announcing it priced the sale of 10.0 million shares of its Class A common stock in an underwritten public offering. This press release is attached as Exhibit 99.1 and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit No. Item - ----------- ---- 99.1 Press release, dated January 18, 2001. 2 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: January 18, 2001 By: /s/ Justin D. Benincasa ----------------------------- Name: Justin D. Benincasa Title: Senior Vice President and Corporate Controller 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release, dated January 18, 2001.


                                                                    Exhibit 99.1
                                                                    ------------
                      [AMERICAN TOWER LOGO APPEARS HERE]

                                                         ATC CONTACT: ANNE ALTER
                                                  Director of Investor Relations
                                                       Telephone: (617) 375-7500

FOR IMMEDIATE RELEASE

       AMERICAN TOWER CORPORATION PRICES OFFERING OF CLASS A COMMON STOCK
       ------------------------------------------------------------------

Boston, Massachusetts January 18, 2001 - American Tower Corporation (NYSE: AMT)
today announced that it has priced the sale of 10.0 million shares of Class A
common stock through Goldman, Sachs & Co. in an underwritten public offering.
The net proceeds to the Company of this offering are expected to be
approximately $361 million. American Tower also granted Goldman Sachs an option
to purchase an additional 1.5 million shares to cover over-allotments, if any.
The closing of the offering is expected to occur on January 23, 2001 and is
subject to customary closing conditions. The offering of the shares will be made
only by means of a prospectus, copies of which may be obtained from Goldman,
Sachs & Co., 85 Broad Street, New York, NY 10004.


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