8-KMaterial AgreementsExhibits & Filings

AMERICAN TOWER CORP /MA/ 8-K Report, Material Agreement (May 5, 2005)

Filed May 5, 2005For Securities:AMT

Summary

This 8-K filing by American Tower Corporation (AMT) reports on the execution of a definitive Agreement and Plan of Merger with SpectraSite, Inc. This agreement, dated May 3, 2005, outlines the terms of the merger where SpectraSite will merge with a wholly owned subsidiary of American Tower. The primary purpose of this filing is to provide investors with the full text of the Merger Agreement as an exhibit. While the agreement details the merger terms, the filing includes a standard disclaimer emphasizing that the representations and warranties within the agreement are for contractual risk allocation between the parties and may not represent factual accuracy as of any given date. Investors should consider this when evaluating the agreement's details.

Key Highlights

  • 1American Tower Corporation (AMT) entered into an Agreement and Plan of Merger with SpectraSite, Inc. on May 3, 2005.
  • 2The merger involves SpectraSite merging with a wholly owned subsidiary of American Tower.
  • 3This 8-K filing's main purpose is to provide Exhibit 2, the full Merger Agreement, to investors.
  • 4The filing includes a standard legal disclaimer regarding the representations and warranties in the merger agreement.
  • 5These representations and warranties are primarily for allocating contractual risk between AMT and SpectraSite.
  • 6The information within the representations and warranties may not be accurate as of the filing date and should not be relied upon as factual statements.
  • 7The filing was made on May 5, 2005, with the earliest event reported being May 4, 2005.

Frequently Asked Questions

The main purpose of this 8-K filing is to formally report the execution of the Agreement and Plan of Merger between American Tower Corporation and SpectraSite, Inc., and to provide the full text of this merger agreement as an exhibit for investors to review.

The transaction is a merger, where SpectraSite, Inc. will merge with a wholly owned subsidiary of American Tower Corporation, as detailed in the Agreement and Plan of Merger.

No, investors should not rely on the representations and warranties in the merger agreement as definitive factual statements. The filing explicitly states these are for allocating contractual risk between the parties and may not be accurate as of the filing date.

The Agreement and Plan of Merger was entered into on May 3, 2005. The 8-K filing itself was made on May 5, 2005, reporting on events from May 4, 2005.