UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One:)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the transition period from___________to ____________
Commission file number 001-14195
--------------------------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
AMERICAN TOWER RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
AMERICAN TOWER CORPORATION
116 Huntington Avenue
Boston, Massachusetts 02116
AMERICAN TOWER
RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
------------------------------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999:
Statements of Net Assets Available for Benefits 4
Statements of Changes in Net Assets Available for Benefits 5
Notes to Financial Statements 6-9
SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2000:
Schedule H, Part IV, Line 4a - Schedule of Nonexempt Transactions 10
Schedule H, Part IV, Line 4i - Schedule of Assets Held for Investment Purposes at End of Year 11
Schedules required under the Employee Retirement Income Security Act of 1974,
other than the schedules listed above, are omitted because of the absence of
conditions under which such schedules are required.
2
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of
American Tower Retirement Savings Plan
116 Huntington Avenue
Boston, MA 02116
We have audited the accompanying statements of net assets available for benefits
of the American Tower Retirement Savings Plan (the "Plan") as of December 31,
2000 and 1999, and the related statements of changes in net assets available for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2000 and 1999, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
Table of Contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 2000 financial statements and, in our opinion, are fairly stated in
all material respects when considered in relation to the basic financial
statements taken as a whole.
/s/ Deloitte & Touche LLP
Boston, MA
June 22, 2001
3
AMERICAN TOWER
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------
2000 1999
---- ----
ASSETS:
Investments, at fair value:
Mutual funds $19,042,137 $8,982,545
Common stock 427,784 --
Participant loans 375,131 56,862
----------- ----------
Total investments 19,845,052 9,039,407
Contributions receivable 725,052 461,892
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $20,570,104 $9,501,299
=========== ==========
See notes to financial statements
4
AMERICAN TOWER
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 2000 AND 1999
--------------------------------------------------------------------------------
2000 1999
----------- ----------
ADDITIONS:
Investment activity:
Net (depreciation) appreciation in fair value of investments $(2,024,684) $1,184,010
Dividends and interest 1,207,588 498,163
----------- ----------
Net investment activity (817,096) 1,682,173
----------- ----------
Contributions:
Participant 10,361,677 3,538,144
Employer 1,525,372 500,622
----------- ----------
Total contributions 11,887,049 4,038,766
----------- ----------
Total additions 11,069,953 5,720,939
----------- ----------
DEDUCTIONS:
Benefits paid to participants (789,938) (327,175)
Administrative expenses (47,837) (29,767)
----------- ----------
Total deductions (837,775) (356,942)
----------- ----------
NET INCREASE BEFORE TRANSFERS 10,232,178 5,363,997
TRANSFERS IN FROM OTHER PLANS 836,627 2,110,720
----------- ----------
NET INCREASE 11,068,805 7,474,717
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 9,501,299 2,026,582
----------- ----------
End of year $20,570,104 $9,501,299
=========== ==========
See notes to financial statements.
5
AMERICAN TOWER
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the American Tower Retirement Savings Plan (the
"Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
GENERAL INFORMATION - The Plan, effective July 14, 1998, is a defined
contribution plan available to substantially all full-time employees of
American Tower Corporation and subsidiaries (the "Company"). The Company, as
Plan administrator, controls and manages the operation and administration of
the Plan. Fidelity Management Trust Company serves as the trustee of the
Plan. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
PARTICIPANT CONTRIBUTIONS - Each year, participants may contribute up to 15%
of pretax annual compensation, as defined in the Plan, subject to limits set
by the Internal Revenue Code (the "Code"). Participants may also contribute
amounts representing distributions from other qualified plans.
EMPLOYER CONTRIBUTIONS - Each year, the Company may make discretionary
matching contributions to be determined annually based on a percentage of an
employee's pretax contributions. Matching contributions are subject to a
maximum of 5% of an employee's eligible compensation contributed to the Plan.
For 2000 and 1999, the matching contribution was 35% and 30%, respectively,
of the first 5% contributed by a participant.
PARTICIPANT ACCOUNTS - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and allocations
of (a) the Company's contributions and (b) Plan earnings. Allocations are
based on participant earnings or account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from
his or her account.
VESTING - Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in the Company contribution portion of
their accounts (plus actual earnings thereon) is based on years of credited
service. A participant will vest 20% each year until fully vested.
PAYMENT OF BENEFITS - Total or partial cash distributions from the Plan are
permitted upon a participant's attainment of age 59 1/2, termination of
employment, retirement, death or disability. In addition, withdrawals are
also permitted for certain events that result in financial hardship to the
participant. A participant may make only one withdrawal in any consecutive
12-month period.
FORFEITURES - Unvested employer contributions and earnings thereon that have
been forfeited are initially applied against administrative expenses of the
Plan. Any excess forfeitures are applied to reduce future employer
contributions.
6
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS - Participants may borrow from their accounts a minimum of
$1,000. The maximum amount is the lesser of one-half of a participant's
vested account balance or $50,000, reduced by the highest outstanding loan
balance in a participant's account during the prior 12-month period. Loans
are fully secured by the participant's vested interest in his or her account.
Loan terms generally range from one to 10 years. Participant loans bear
interest at a rate commensurate with local prevailing rates as determined
quarterly by the Plan administrator. The applicable interest rates for
outstanding loans ranged from 7.5% to 9.5% as of December 31, 2000 and 1999.
Principal and interest are paid ratably through semi-monthly payroll
deductions.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
METHOD OF ACCOUNTING - The accompanying financial statements have been
prepared on the accrual basis of accounting. Purchases and sales of
securities are recorded on a trade-date basis. Dividends are recorded on the
ex-dividend date. Interest is recorded when earned.
USE OF ESTIMATES - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results may differ
from those estimates.
INVESTMENT VALUATION - Investments are stated at fair value based on quoted
market prices. Participant loans are stated at cost, which approximates fair
value.
EXPENSES - All expenses are paid by the Plan or the Company, as provided for
in the Plan document.
PAYMENT OF BENEFITS - Benefits are recorded when paid.
3. INVESTMENTS
Investments representing five percent or more of the Plan's net assets as of
December 31 are as follows:
2000 1999
---- ----
Fidelity Growth Company Fund $4,935,728 $2,976,055
Fidelity Growth & Income Portfolio 3,373,840 1,671,617
Fidelity Magellan Fund 3,019,695 1,155,605
Fidelity Retirement Money Market Portfolio 2,069,239 745,435
Spartan U.S. Equity Index Fund 2,059,015 969,910
Fidelity Worldwide Fund 1,567,018 712,939
Fidelity Puritan Fund 1,286,623 558,991
7
3. INVESTMENTS (CONTINUED)
During the years ended December 31, 2000 and 1999, the Plan's investments
(including gains and losses on investments bought and sold, as well as held,
during the year) (depreciated) appreciated in value as follows:
2000 1999
---- ----
Mutual funds $(2,014,931) $1,184,010
Common stock (9,753) --
----------- ----------
Total $(2,024,684) $1,184,010
=========== ==========
4. NONPARTICIPANT-DIRECTED INVESTMENTS
At December 31, 2000 and 1999, the Plan had nonparticipant-directed
investments representing loans to participants in the amount of $375,131 and
$56,862, respectively. The amount of interest income on loans for the years
ended December 31, 2000 and 1999 was $10,168 and $2,755, respectively.
5. PLAN TERMINATION AND AMENDMENTS
Although it has not expressed any intention to do so, the Board of Directors
of the Company has the right under the Plan to suspend its contributions at
any time and to terminate the Plan subject to the provisions set forth in
ERISA. In the event of any termination of the Plan, or upon complete or
partial discontinuance of contributions, the accounts of each affected
participant shall become fully vested.
The Board of Directors of the Company also has the right to amend the Plan,
in whole or in part, subject to the provisions of ERISA. During 2000, the
Plan was amended to (i) add Class A common stock of American Tower
Corporation as an investment option, (ii) increase the Company's
discretionary matching contribution to 35% of the first 5% of each employee's
contribution for 2000, and (iii) exclude from the Plan the following classes
of employees: employees covered by a collective bargaining agreement, leased
employees, nonresident aliens who do not receive any U.S. source income,
independent contractors, seasonal employees, student interns, and employees
under student cooperative programs.
6. TAX STATUS
The Plan has not yet received a determination letter from the Internal
Revenue Service regarding the Plan's compliance with the applicable
provisions of the Internal Revenue Code (the "Code"). However, the Company
believes that the Plan is currently designed and being operated in accordance
with the provisions of the Code. Accordingly, no provision for income taxes
has been included in the Plan's financial statements.
7. RELATED-PARTY TRANSACTIONS
The Plan's investments as of December 31, 2000 and 1999 include shares of
mutual funds managed by Fidelity Management Trust Company, the plan trustee.
In addition, investments include shares of common stock of American Tower
Corporation, the plan sponsor. These transactions qualify as party-in-
interest transactions.
8
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits in the
accompanying financial statements to amounts reported in the Company's Form
5500 at December 31, 2000 and 1999:
2000 1999
---- ----
Net assets available for benefits per the
financial statements $20,570,104 $9,501,299
Contributions receivable (725,052) (461,892)
----------- ----------
Net assets available for benefits per the
Form 5500 $19,845,052 $9,039,407
=========== ==========
The following is a reconciliation of contributions in the accompanying
financial statements to amounts reported in the Company's Form 5500 for the
years ended December 31, 2000 and 1999:
2000 1999
---- ----
Contributions per the financial statements $11,887,049 $4,038,766
Increase in contributions receivable (263,160) (275,242)
----------- ----------
Contributions per Form 5500 $11,623,889 $3,763,524
=========== ==========
9. SUBSEQUENT EVENT
On June 15, 2001 the assets of the Kline Iron & Steel Company, Inc. 401(k)
Profit-Sharing Plan of approximately $6.3 million were merged into the Plan.
Kline Iron & Steel Company, Inc. is a wholly owned subsidiary of the Company.
* * * * * *
9
AMERICAN TOWER
RETIREMENT SAVINGS PLAN
SCHEDULE H, PART IV, LINE 4a - SCHEDULE OF NONEXEMPT TRANSACTIONS
YEAR ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------
a) Identity of b) Relationship c) Description d) Purchase e) Selling
Party Involved to Plan, of Transactions, Price Price
Employer or Including Maturity
Other Party- Date, Rate of
in-Interest Interest, Collateral,
Par or Maturity Value
American Tower Corporation* Plan Sponsor Timely deposit of $- $-
employee
loan repayments
American Tower Corporation* Plan Sponsor Timely deposit of $- $-
employee
contributions to the
Plan
f) Lease g) Expenses h) Cost of i) Current
Rental Incurred Asset Value
in Connection of Asset
with
Transaction
$- $- $- $ 7,653 **
$- $- $- $735,296 ***
* Represents a party-in-interest to the Plan
** Certain employee loan repayments, totalling $7,653, were inadvertently
deposited to American Tower Corporation cash accounts and subsequently
deposited to the Plan after the 15 business day period required by ERISA
regulations.
*** Employee contributions, totalling $735,296, withheld from the August 2000
payroll were deposited to the Plan on October 6, 2000. The deposit was not
made within 15 business days, as required by ERISA regulations.
10
AMERICAN TOWER
RETIREMENT SAVINGS PLAN
SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT END OF YEAR DECEMBER 31, 2000
--------------------------------------------------------------------------------
c) Description of Investment
Including Maturity Date,
b) Identity of Issue, Borrower Interest Rate, Collateral, e) Current
a) Lessor or Similar Party Par or Maturity Value Value
* Fidelity Investments Growth Company Fund $ 4,935,728
* Fidelity Investments Growth & Income Portfolio 3,373,840
* Fidelity Investments Magellan Fund 3,019,695
* Fidelity Investments Spartan U.S. Equity Index Fund 2,059,015
* Fidelity Investments Retirements Money Market Portfolio 2,069,239
* Fidelity Investments Worldwide Fund 1,567,018
* Fidelity Investments Puritan Fund 1,286,623
* Fidelity Investments U.S. Bond Index Fund 730,979
* American Tower Corporation Common Stock 427,784
* Participants Loans with various interest rates from 7.5%
to 9.5% and various maturity dates through 2012 375,131
-----------
Total $19,845,052
===========
* Represents a party-in-interest to the Plan.
11
The Plan. Pursuant of requirements of the Securities Exchange Act of 1934, the
trustees (or other persons that administer the employee benefit plan) have duly
caused this annual report to be signed on behalf of the undersigned hereunto
duly authorized, in the city of Boston, Massachusetts on the 28th day of June
2001.
AMERICAN TOWER RETIREMENT
SAVING PLAN
By: /s/ Justin D. Benincasa
---------------------------
Justin D. Benincasa
Senior Vice President and
Corporate Controller
The following exhibits are filed as part of this Annual Report on Form 11-K.
Exhibit
Number Description
------- --------------------------------
23.1 Consent of Deloitte & Touche LLP
Ex-23.1 OTHERDOC
2
0002.txt