View:
December 4, 2006
Via Facsimile ((617) 227-4420) and U.S. Mail
Stanley Keller, Esq.
Edwards Angell Palmer & Dodge LLP
111 Huntington Avenue
Boston, MA 02199
Re: American Tower Corporation
Schedule TO-I filed November 29, 2006
SEC File No. 005-55211
Dear Mr. Keller:
We have limited our review of the filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise the document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
The purpose of our review process is to assist you in the
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in the filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone number listed at the end of this letter.
Offer to Amend Certain Options
Summary Term Sheet - When will I receive my cash payments and
amended
options?, page 12
1. As you are aware, Rule 13e-4(f)(5) requires you to pay for or
return tendered options "promptly" after the termination of the
offer. The cash payment to be made in exchange for certain
tendered
options will not be paid until "early January 2007." Please
provide
your legal analysis as to how this delay in payment is consistent
with Rule 13e-4(f)(5). Your discussion should address in greater
detail than in the Offer to Amend the reasons for the need to
delay
payment until the year after amending the existing options.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments. You may wish to provide us with marked copies of the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
bidder and its management are in possession of all facts relating
to
the company`s disclosure, they are responsible for the accuracy
and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the bidder acknowledging that:
* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 551-3619. You
may
also contact me via facsimile at (202) 772-9203. Please send all
correspondence to us at the following ZIP code: 20549-3628.
Sincerely,
Daniel F. Duchovny
Special Counsel
Office of Mergers and Acquisitions
Stanley Keller, Esq.
Edwards Angell Palmer & Dodge LLP
December 4, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE