American Tower Corporation
Proposed Ticker:ATWR 3411 Richmond Ave., Suite 400
Exchange:NASDAQ-National Market Houston, TX 77046
Industry:Manufacturing (SIC Code 3669) (713) 693-0000

Filing Information (This offering has been postponed)
Type of Shares:Common Shares Filing Date:3/7/97
U.S. Shares Filed:0 Filing Price: -
Non-U.S. Shares Filed:0 Offering Amount: $57,500,000
Primary Shares:0 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Montgomery SecuritiesLead Manager (415) 627-2100
Alex. Brown & Sons IncorporatedCo-manager (410) 895-2700
Prudential Securities IncorporatedCo-manager (212) 778-5420

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Vinson & Elkins
Bank's Law Firm: Locke, Purnell, Rain & Harrell
Auditor: KPMG Accountants N.V.

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$12.37Assets:$75.53
Net Income:$0.05Curr Assets:
EPS:Liabilities:$59.93
Prior EPS:Curr Liabilities:
Cash Flow/Oper:$3.14Equity:$15.60
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading independent owner and operator of wireless communications towers with nearly 600 towers on 550 sites in 30 states. The company rents tower space and provides related services to wireless communications service providers, as well as operators of private networks and government agencies, for a diverse range of applications including paging, cellular, personal communications services, fixed microwave, specialized mobile radio and enhanced specialized mobile radio. The company owns and operates towers in 45 of the top 100 metropolitan statistical areas in the United States and has clusters of towers in cities such as Houston, Dallas, Baltimore, San Antonio, Atlanta, Jacksonville, Kansas City, Albuquerque and Nashville. The company's customers include Bell South Mobility, GTE Mobilnet, Houston Cellular, Nextel, PageMart, Pagenet, Pittencrief Communications, SBC Communications, Shell Offshore, CSX Transportation and various federal and local government agencies.

Use of Proceeds
The proceeds from the proposed offering will be used to repay Subordinated Debt, redeem Preferred Stock, repay a portion of the outstanding indebtedness under the company's bank credit facility.

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