Form 8-K

UNITED STATES

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): November 3, 2005

 

 

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)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 3, 2005, American Tower Corporation (the “Company”) issued a press release announcing financial results for the third quarter ended September 30, 2005. A copy of the press release is furnished herewith as Exhibit 99.2.

 

Exhibit 99.2 is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 8.01 Other Events.

 

On November 3, 2005, the Company also announced that its Board of Directors had approved a stock repurchase program pursuant to which the Company intends to repurchase up to $750.0 million of its Class A common stock through December 2006. The Company expects to utilize cash from operations, borrowings under its credit facilities and cash on hand to fund the repurchase program. Under the program, management is authorized to purchase shares from time to time in open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. Additionally, the Company’s Board of Directors has authorized the Company to make purchases under Rule 10b5-1 of the Securities and Exchange Act of 1934. The Company expects that it will enter into a Rule 10b5-1 trading plan with a broker, which will allow the Company to repurchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. The program may be discontinued at any time.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit No.
   

Description

99.1    Unaudited condensed consolidated balance sheets as of September 30, 2005 and December 31, 2004, unaudited condensed consolidated statements of operations for the three months and nine months ended September 30, 2005 and 2004, and unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2005 and 2004 (Filed herewith).
99.2    Press release, dated November 3, 2005, announcing financial results for the third quarter ended September 30, 2005 and the stock repurchase program (Furnished herewith).

SIGNATURE

 

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: November 3, 2005       By:  

/S/    BRADLEY E. SINGER        

           

Bradley E. Singer

Chief Financial Officer and Treasurer

EXHIBIT INDEX

 

Exhibit No.
   

Description

99.1    Unaudited condensed consolidated balance sheets as of September 30, 2005 and December 31, 2004, unaudited condensed consolidated statements of operations for the three months and nine months ended September 30, 2005 and 2004, and unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2005 and 2004 (Filed herewith).
99.2    Press release, dated November 3, 2005, announcing financial results for the third quarter ended September 30, 2005 and the stock repurchase program (Furnished herewith).