EXHIBIT 1.2
AMERICAN TOWER CORPORATION
("COMPANY")
COMMON STOCK
TERMS AGREEMENT
---------------
January 18, 2001
To: Xxxxxxx, Xxxxx & Co. (the "UNDERWRITER")
Dear Sirs:
The undersigned agrees to sell to the Underwriter named for its account, on
and subject to the terms and conditions of the Underwriting Agreement to be
filed as an exhibit to the Company's registration statement on Form S-3 (No.
333-37988) ("UNDERWRITING AGREEMENT"), the following securities ("OFFERED
SECURITIES") on the following terms:
TITLE: Class A Common Stock
Number of Shares: 10,000,000
OVER-ALLOTMENT OPTION: Yes
OVER-ALLOTMENT OPTION PERCENTAGE: 15%
LISTING: New York Stock Exchange.
PURCHASE PRICE: $36.13 per share.
CLOSING: 10:00 A.M. on January 23, 2001, at the office of Xxxx and Xxxx
LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000, in Federal (same day) funds.
BLACKOUT: Until 45 days after the Closing Date.
The provisions of the Underwriting Agreement are incorporated herein by
reference.
The Offered Securities will be made available for checking and packaging at
the office of Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxx, Xxxxxx, XX 00000 at least 24
hours prior to the Closing Date.
For purposes of Section 6 of the Underwriting Agreement, the only
information furnished to the Company by the Underwriter for use in the
Prospectus consists of the following information in the Prospectus furnished on
behalf of the Underwriter: a) the fourth paragraph of text under the caption
"Underwriting" in the Prospectus Supplement concerning the terms of the offering
by the Underwriters and b) the sixth and seventh paragraphs of text under the
caption "Underwriting" in the Prospectus Supplement concerning over-allotment
and stabilizing transactions by the Underwriter.
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company one of the counterparts hereof, whereupon
it will become a binding agreement between the Company and the Underwriter in
accordance with its terms.
Very truly yours,
American Tower Corporation
By /s/ Xxxxxx X. Xxxx
-------------------------
The foregoing Terms Agreement is hereby confirmed
and accepted as of the date first above written.
Xxxxxxx, Xxxxx & Co.
By /s/ Xxxxxxx, Sachs & Co.
----------------------------
2
