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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
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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 $20.00 or more Per Share
(Title of Class of Securities)
___________________
029912 201
(CUSIP Number of Class of Securities)
(Underlying Class A Common Stock)
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Steven B. Dodge
Chairman and Chief Executive Officer
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)
Copy to:
Matthew J. Gardella, Esq.
Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617-526-6000
___________________
[_] 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.
[_] 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: [X]
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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 September 24, 2001 relating to an option
exchange program being conducted by the Company for compensatory purposes (the
"Offer").
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented to add the
following:
The Offer to Exchange expired at 5:00 p.m. Eastern Standard Time, on
Friday, October 26, 2001. Pursuant to the Offer to Exchange, the Company
accepted for exchange options to purchase an aggregate of 3,471,211 shares of
the Company's Class A Common Stock. The Company expects that it will issue on or
about April 29, 2002, options to purchase 2,314,140 shares of the Company's
Class A Common Stock in exchange for the options surrendered in the offer.
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
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Justin D. Benincasa
Senior Vice President and Corporate Controller
Date: October 31, 2001