SEC Info - Goldman Sachs Group Inc, et al. - ‘SC 13G’ on 2/7/05 re: American Tower Corp/MA

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Goldman Sachs Group Inc, et al. – ‘SC 13G’ on 2/7/05 re: American Tower Corp/MA

On: Monday, 2/7/05, at 5:02pm ET · Accession #: 769993-5-133 · File #: 5-55211

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/07/05  Goldman Sachs Group Inc           SC 13G                 1:16K  American Tower Corp/MA            Goldman Sachs & Co
          Goldman, Sachs & Co.

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      2004 Year-End 13G Initial Filing                      11     31K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Citizenship: Goldman, Sachs & Co. - New York The Goldman Sachs Group, Inc. - Delaware Identification and Classification of Members of the Group If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Information Name of Issuer: American Tower Corporation Name of Persons Filing: Goldman, Sachs & Co. and The Goldman Sachs Group, Inc Notice of Dissolution of Group Ownership.* Ownership of Five Percent or Less of a Class Ownership of More than Five Percent on Behalf of Another Person Title of Class of Securities: Class A Common Stock, $0.01 par value
1	1st Page - Filing Submission
4	Item 1(a). Name of Issuer: American Tower Corporation
"	Item 2(a). Name of Persons Filing: Goldman, Sachs & Co. and The Goldman Sachs Group, Inc
"	Item 2(c). Citizenship: Goldman, Sachs & Co. - New York The Goldman Sachs Group, Inc. - Delaware
"	Item 2(d). Title of Class of Securities: Class A Common Stock, $0.01 par value
"	Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
5	Item 4. Ownership.*
"	Item 5. Ownership of Five Percent or Less of a Class
"	Item 6. Ownership of More than Five Percent on Behalf of Another Person
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of Group
9	Item 7. Information

SC 13G 1st Page of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
 
UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 Under the Securities Exchange Act of 1934

American Tower Corporation
------------------------------------------------------------------------------- 
(Name of Issuer)

 Class A Common Stock, $0.01 par value
------------------------------------------------------------------------------- 
(Title of Class of Securities)

 029912201
--------------------------------------------
(CUSIP Number)

 December 31, 2004
------------------------------------------------------------------------------- 
 (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:                                                                       

[X] Rule 13d-1(b)                                                               

[_] Rule 13d-1(c)                                                               

[_] Rule 13d-1(d)                                                               

  Page 1 of 11 pages

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-----------------------                                                         
CUSIP No. 029912201                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

Goldman, Sachs & Co.                                      

------------------------------------------------------------------------------  
2.   Check the Appropriate Box if a Member of a Group                         
                                                       (a) [_]
                                                       (b) [_]

------------------------------------------------------------------------------  
3.   SEC Use Only                                                             

------------------------------------------------------------------------------  
4.   Citizenship or Place of Organization                                     

New York                                                  

------------------------------------------------------------------------------  
5.   Sole Voting Power                

Number of                 0                                           

    Shares        ----------------------------------------------------------
6.   Shared Voting Power              
Beneficially                                                              
12,494,086        
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
12,595,266        

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

12,595,266                                                

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

5.5%                                                      

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

BD-PN-IA                                                  

------------------------------------------------------------------------------  

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-----------------------                                                         
CUSIP No. 029912201                   13G                                   
-----------------------                                                         

------------------------------------------------------------------------------  
1.   Name of Reporting Person                                                 
I.R.S. Identification No. of above Person                           

The Goldman Sachs Group, Inc.                             

------------------------------------------------------------------------------  
2.   Check the Appropriate Box if a Member of a Group                         
                                                       (a) [_]
                                                       (b) [_]

------------------------------------------------------------------------------  
3.   SEC Use Only                                                             

------------------------------------------------------------------------------  
4.   Citizenship or Place of Organization                                     

Delaware                                                  

------------------------------------------------------------------------------  
5.   Sole Voting Power                

Number of                 0                                           

    Shares        ----------------------------------------------------------
6.   Shared Voting Power              
Beneficially                                                              
12,494,086        
Owned by                                                              
                  ----------------------------------------------------------
Each          7.   Sole Dispositive Power                         

Reporting                  0                                            

    Person        ----------------------------------------------------------
8.   Shared Dispositive Power         
With:                                                             
12,595,266        

------------------------------------------------------------------------------  
9.   Aggregate Amount Beneficially Owned by Each Reporting Person             

12,595,266                                                

------------------------------------------------------------------------------  
10.   Check if the Aggregate Amount in Row (9) Excludes Certain Shares          

                                                           [_]

------------------------------------------------------------------------------  
11.   Percent of Class Represented by Amount in Row (9)                         

5.5                                                       

------------------------------------------------------------------------------  
12.   Type of Reporting Person                                                  

HC-CO                                                     

------------------------------------------------------------------------------  

Page 3 of 11 pages

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Item 1(a).         Name of Issuer:                                              
American Tower Corporation                

Item 1(b).         Address of Issuer's Principal Executive Offices:             
116 Huntington Avenue                     
Boston, Massachusetts 02116               

Item 2(a).         Name of Persons Filing:                                      
Goldman, Sachs & Co.                      
and The Goldman Sachs Group, Inc.         

Item 2(b).         Address of Principal Business Office or, if none, Residence: 
85 Broad Street                           
New York, NY  10004                       

Item 2(c).         Citizenship:                                                 
Goldman, Sachs & Co. - New York           
The Goldman Sachs Group, Inc. - Delaware  

Item 2(d).         Title of Class of Securities:                                
Class A Common Stock, $0.01 par value     

Item 2(e).         CUSIP Number:                                                
029912201                                 

Item 3.            If this statement is filed pursuant to Rules 13d-1(b) or     
            13d-2(b) or (c), check whether the person filing is a:

    (a).[X]  Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).                          
Goldman, Sachs & Co.

(b).[_]  Bank as defined in Section 3(a)(6) of the Act      
(15 U.S.C. 78c).                          

        (c).[_]  Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).                          

 (d).[_]  Investment company registered under Section 8 of the
       Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e).[X]  An investment adviser in accordance with           
Rule 13d-1(b)(1)(ii)(E);                  
Goldman, Sachs & Co.

     (f).[_]  An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);             

     (g).[X]  A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);             
         The Goldman Sachs Group, Inc.

    (h).[_]  A savings association as defined in Section 3(b) of the
     Federal Deposit Insurance Act (12 U.S.C. 1813);

     (i).[_]  A church plan that is excluded from the definition of an
      investment company under Section 3(c)(14) of the
       Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j).[_]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J). 

Page 4 of 11 pages

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Item 4.            Ownership.*                                                  

(a).     Amount beneficially owned:                         
                   See the response(s) to Item  9 on the attached cover page(s).

(b).     Percent of Class:                                  
                   See the response(s) to Item 11 on the attached cover page(s).

(c).     Number of shares as to which such person has:      

                   (i).     Sole power to  vote or to direct  the vote:  See the
                            response(s) to Item 5 on the attached cover page(s).

                   (ii).    Shared power to vote or to direct the vote:  See the
                            response(s) to Item 6 on the attached cover page(s).

                   (iii).   Sole power to  dispose or to direct  the disposition
                            of:  See the response(s) to  Item 7  on the attached
cover page(s).          

                   (iv).    Shared power to dispose or to direct the disposition
                            of:  See the response(s) to  Item 8  on the attached
cover page(s).          

Item 5.            Ownership of Five Percent or Less of a Class.                
Not Applicable        

Item 6.            Ownership of More than Five Percent on Behalf of Another     
Person.                                   
Not Applicable        

Item 7.            Identification  and  Classification  of the Subsidiary  Which
                   Acquired the Security Being Reported on by the Parent Holding
Company.                                  
See Exhibit (99.2)    

Item 8.            Identification and Classification of Members of the Group.   
Not Applicable        

Item 9.            Notice of Dissolution of Group.                              
Not Applicable        

Item 10.           Certification.                                               
                   By signing  below I certify that, to the best of my knowledge
                   and belief,  the  securities  referred to above were acquired
                   and are held in the ordinary  course of business and were not
                   acquired  and are not  held  for the  purpose  of or with the
                   effect of changing or  influencing  the control of the issuer
                   of the  securities  and were not acquired and are not held in
                   connection with or as a participant in any transaction having
that purpose or effect.                   

--------------------------                                                      
         * In accordance with the Securities and Exchange Commission (the "SEC")
Release No.  34-39538  (January 12, 1998),  this filing  reflects the securities
beneficially  owned by the investment  banking  division  ("IBD") of The Goldman
Sachs Group,  Inc. and its  subsidiaries and affiliates  (collectively,  "GSG").
This filing does not reflect securities, if any, beneficially owned by any other
operating  unit of GSG. IBD  disclaims  beneficial  ownership of the  securities
beneficially  owned by (i) any client  accounts with respect to which IBD or its
employees  have  voting  or  investment  discretion,  or both and  (ii)  certain
investment  entities,  of which IBD is the  general  partner,  managing  general
partner or other manager,  to the extent  interests in such entities are held by
persons other than IBD.                                                         

Page 5 of 11 pages

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 SIGNATURE

After reasonable inquiry and to the best of my knowledge
and belief,  I certify that the information set forth in
this statement is true, complete and correct.           

Date:  February 7, 2005                                                         

             THE GOLDMAN SACHS GROUP, INC.

   By:/s/  Ted Chang
                              ----------------------------------------
   Name:   Ted Chang
          Title:  Attorney-in-fact

    GOLDMAN, SACHS & CO.

   By:/s/  Ted Chang
                              ----------------------------------------
   Name:   Ted Chang
          Title:  Attorney-in-fact

Page 6 of 11 pages

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INDEX TO EXHIBITS     

Exhibit No.             Exhibit                                                 
-----------             -------                                                 

 99.1                 Joint Filing  Agreement, dated February 7, 2005, between
                      The Goldman Sachs Group, Inc.  and  Goldman, Sachs & Co.

99.2                 Item 7 Information                                     

99.3                 Power of Attorney, dated December 12, 2003, relating to
The Goldman Sachs Group, Inc.     

99.4                 Power of Attorney, dated November 19, 2003, relating to
Goldman, Sachs & Co.              

Page 7 of 11 pages

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                                                                EXHIBIT (99.1)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)  promulgated  under the Securities  Exchange
Act of 1934,  the  undersigned  agree to the  joint  filing  of a  Statement  on
Schedule 13G  (including  any and all  amendments  thereto)  with respect to the
Class A common stock, $0.01 par value, of American Tower Corporation and further
agree to the filing of this agreement as an Exhibit thereto.  In addition,  each
party to this Agreement expressly  authorizes each other party to this Agreement
to file on its behalf any and all amendments to such Statement on Schedule 13G. 

Date:  February 7, 2005                                                         

             THE GOLDMAN SACHS GROUP, INC.

   By:/s/  Ted Chang
                              ----------------------------------------
   Name:   Ted Chang
          Title:  Attorney-in-fact

    GOLDMAN, SACHS & CO.

   By:/s/  Ted Chang
                              ----------------------------------------
   Name:   Ted Chang
          Title:  Attorney-in-fact

Page 8 of 11 pages

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                                                                  EXHIBIT (99.2)

ITEM 7 INFORMATION

      The securities being reported on by the The Goldman Sachs Group, Inc. ("GS
Group"),  as a  parent  holding  company,  are  owned,  or may be  deemed  to be
beneficially  owned,  by Goldman,  Sachs & Co.  ("Goldman  Sachs"),  a broker or
dealer  registered  under  Section  15 of  the  Act  and an  investment  adviser
registered  under Section 203 of the  Investment  Advisers Act of 1940.  Goldman
Sachs is a direct and indirect wholly-owned subsidiary of GS Group.             

Page 9 of 11 pages

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                                                                  EXHIBIT (99.3)

POWER OF ATTORNEY 

     KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP,  INC. (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Edward T. Joel,  Saskia Brookfied Martin and Ted Chang,  (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates  designated in writing
by one of the  attorneys-in-fact),  acting  individually,  its true  and  lawful
attorney,  to execute  and  deliver in its name and on its  behalf  whether  the
Company is acting  individually  or as  representative  of  others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.                                                                         

     THIS POWER OF ATTORNEY  shall remain in full force and effect  until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

     IN WITNESS WHEREOF,  the undersigned has duly subscribed  these presents as
of December 12th, 2003.                                                         

THE GOLDMAN SACHS GROUP, INC.                                                   

By: /s/ Gregory K. Palm                                                         
------------------------------------                                            
Name:  Gregory K. Palm                                                          
Title: Executive Vice President and General Counsel                             

 Page 10 of 11 pages

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                                                                    EXHIBIT 99.4

 POWER OF ATTORNEY

     KNOW  ALL  PERSONS  BY  THESE  PRESENTS  that  GOLDMAN,  SACHS  & CO.  (the
"Company")  does hereby make,  constitute and appoint each of Roger S. Begelman,
Edward T. Joel, Saskia Brookfied Martin  and  Ted Chang, (and any other employee
of The Goldman Sachs Group, Inc. or one of its affiliates  designated in writing
by one of the  attorneys-in-fact),  acting  individually,  its true  and  lawful
attorney,  to execute  and  deliver in its name and on its  behalf  whether  the
Company is acting  individually  or as  representative  of  others,  any and all
filings required to be made by the Company under the Securities  Exchange Act of
1934, (as amended, the "Act"), with respect to securities which may be deemed to
be  beneficially  owned by the Company  under the Act,  giving and granting unto
each said  attorney-in-fact  power and authority to act in the premises as fully
and to all intents and purposes as the Company  might or could do if  personally
present by one of its authorized  signatories,  hereby  ratifying and confirming
all that said  attorney-in-fact  shall lawfully do or cause to be done by virtue
hereof.                                                                         

     THIS POWER OF ATTORNEY  shall remain in full force and effect  until either
revoked  in  writing  by the  undersigned  or until  such time as the  person or
persons to whom power of  attorney  has been  hereby  granted  cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.             

     IN WITNESS WHEREOF,  the undersigned has duly  subscribed these presents as
of November 19th, 2003.                                                         

GOLDMAN, SACHS & CO.                                                            

By: /s/ Gregory  K. Palm                                                        
----------------------------                                                    
Name:  Gregory K. Palm                                                          
Title: Managing Director                                                        

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13G’ Filing	Date	First	Last	Other Filings

Filed on:	2/7/05	6	8	4, 424B3, PRE 14A, SC 13G, SC 13G/A
	12/31/04	1		10-K, 11-K, 13F-HR, 4, NT 10-K
	12/12/03	7		424B3, 8-K
	11/19/03	7		4
	1/12/98	5
				List all Filings

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Filing Submission 0000769993-05-000133 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Goldman Sachs Group Inc, et al. – ‘SC 13G’ on 2/7/05 re: American Tower Corp/MA

On: Monday, 2/7/05, at 5:02pm ET · Accession #: 769993-5-133 · File #: 5-55211

Previous ‘SC 13G’: ‘SC 13G/A’ on 1/10/05 · Next: ‘SC 13G’ on 2/7/05 · Latest: ‘SC 13G/A’ on 4/9/24

Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents