SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
AMERICAN TOWER CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Options to Purchase Class A Common Stock, $.01 Par Value Per Share,
Having an Exercise Price of $10.25 or more Per Share
(Title of Class of Securities)
029912 201
(CUSIP Number of Class of Securities)
(Underlying Class A Common Stock)
William H. Hess, Esq.
Executive Vice President, General Counsel, and Secretary
American Tower Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
(617) 375-7500
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
With a Copy to:
Matthew J. Gardella
Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 239-0100
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: |
Not applicable. | Filing party: | Not applicable. | |||
| Form or Registration No.: |
Not applicable. | Date filed: | Not applicable. |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
INTRODUCTORY STATEMENT
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed by American Tower Corporation (the “Company”) with the Securities and Exchange Commission on June 24, 2003, as amended by the Tender Offer Statement on Schedule TO/A filed with the Commission on July 22, 2003, relating to a voluntary option exchange program being offered to the Company’s non-executive employees for compensatory purposes. This program was approved by the Company’s stockholders at its Annual Meeting of Stockholders on May 22, 2003. This amendment is being filed solely to add two more exhibits.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented to add Exhibit (a)(12), the press release, dated July 28, 2003, announcing the Company’s proposed Class A common stock offering, and Exhibit (a)(13), the press release, dated July 28, 2003, announcing the Company’s proposed convertible notes offering.
1
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.
| AMERICAN TOWER CORPORATION | ||||
| /s/ JUSTIN D. BENINCASA | ||||
| Justin D. Benincasa Executive Vice President, Finance | ||||
Date: July 29, 2003
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EXHIBIT INDEX
| Exhibit Number |
Description | |
| (a)(12) |
Press Release, dated July 28, 2003, announcing the Company’s proposed Class A common stock offering. | |
| (a)(13) |
Press Release, dated July 28, 2003, announcing the Company’s proposed convertible notes offering. | |
Exhibit (a)(12)
American Tower Corporation Announces Planned Class A Common Stock Offering
BOSTON—July 28, 2003—American Tower Corporation (NYSE: AMT) today announced that it intends to commence a public offering of 12.4 million shares of Class A common stock for an estimated $114.4 million in net proceeds, subject to market conditions. The company plans to use the net proceeds of the offering to repurchase outstanding debt securities of American Tower Corporation or to make equity contributions to the borrower subsidiaries under its credit facilities, where the proceeds may be used for general corporate purposes. The offering will be made under the company’s universal shelf registration statement previously filed with the Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Offers to sell the shares will be made only by means of a prospectus, including the accompanying prospectus supplement relating to the shares. Goldman, Sachs & Co. is acting as book-running manager for the offering. Copies of the preliminary prospectus supplement and the accompanying prospectus are available from Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004, telephone: (212) 902-1000.
Concurrently with this offering, the company is separately offering $175.0 million aggregate principal amount of convertible notes ($210.0 million if the initial purchasers of the notes exercise in full their option in full) in a transaction exempt from registration under the Securities Act of 1933, as amended. The closing of one offering is not conditioned upon the closing of the other offering.
This press release contains “forward-looking statements” regarding the company’s ability to complete this public offering. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include uncertainties relating to market conditions for equity securities generally, for the securities of telecommunications companies and for the company’s Class A common stock in particular.
| ATC Contact: |
Anne Alter |
Vice President of Finance, Investor Relations
Telephone: (617) 375-7500
Exhibit (a)(13)
American Tower Corporation Announces Planned Convertible Note Offering
BOSTON—July 28, 2003—American Tower Corporation (NYSE: AMT) today announced that it is seeking to raise approximately $175.0 million through an institutional private placement of convertible notes due 2010. In addition, the company is expected to grant the initial purchasers of the notes an option to purchase up to an additional $35.0 million principal amount of the notes. The closing of the offering is expected in early August, subject to market conditions.
The company expects to use approximately 50% of the net proceeds to refinance a portion of its outstanding indebtedness under its credit facilities, and the remainder to repurchases of a portion of the company’s outstanding debt securities.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the notes.
The notes and the Class A common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from registration requirements of the Securities Act and applicable state securities laws.
Concurrently with this offering, the company is separately conducting a public offering of 12.4 million shares of its Class A common stock for an estimated $114.4 million in net proceeds. The closing of one offering is not conditioned upon the closing of the other offering.
This press release contains “forward-looking statements” regarding the company’s ability to complete this private placement. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those indicated in such forward-looking statements include uncertainties relating to market conditions for corporate debt securities generally, for the securities of telecommunications companies and for the company’s notes and Class A common stock in particular.
| ATC Contact: |
Anne Alter |
Vice President of Finance, Investor Relations
Telephone: (617) 375-7500