NEWS RELEASE
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FOR IMMEDIATE RELEASE
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OCTOBER 4, 2000
Contact LAMAR: Contact BOWLIN:
Keith Istre Michael L. Bowlin, Chairman
Chief Financial Officer (505) 266-5985
(225) 926-1000 Rudy R. Miller, Chairman & CEO
The Miller Group
Investor Relations for the Company
(602) 225-0504
LAMAR ADVERTISING COMPANY SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE ALL OF THE STOCK OF
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
BATON ROUGE, LOUISIANA AND ALBUQUERQUE, NEW MEXICO, OCTOBER 4, 2000 -- Kevin P.
Reilly, Jr., Chairman, President and Chief Executive Officer of Lamar
Advertising Company (NASDAQ: LAMR), and Michael L. Bowlin, Chairman, President
and Chief Executive Officer of BOWLIN Outdoor Advertising & Travel Centers
Incorporated (AMEX: BWN), jointly announced today that Lamar, a leading owner
and operator of outdoor advertising and logo sign displays, entered into a
definitive agreement and plan of merger with BOWLIN Outdoor Advertising & Travel
Centers Incorporated (BOWLIN). At the effective time of the merger, all of the
outstanding shares of BOWLIN will be converted into 725,000 shares of Lamar's
Class A common stock. In connection with the merger, Lamar will assume up to
$14.5 million in BOWLIN debt. BOWLIN has the right to terminate the merger
agreement if the average closing sales price of Lamar's Class A common stock
over a 30 trading day period prior to closing is less than $40.00 per share. The
merger is subject to approval under the Hart-Scott-Rodino Antitrust Improvements
Act, shareholder approval and the satisfaction of various other closing
conditions.
Mr. Reilly stated, "BOWLIN is a well run company with a great collection of
outdoor assets in New Mexico, Texas and Arizona."
Mr. Bowlin added, "We have great respect for Kevin Reilly, his management team
and the job they have accomplished in building Lamar into a national leader in
the outdoor advertising industry. The merger is a perfect fit for all parties
with the stock-for-stock transaction that we believe has tremendous upside
potential for our shareholders."
more...
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Lamar Advertising Company Signs Definitive Agreement to Acquire All of the
Stock of BOWLIN Outdoor Advertising & Travel Centers Incorporated
October 4, 2000
Page 2
In connection with the proposed merger, BOWLIN will transfer certain assets not
associated with the outdoor advertising operations, including the corporate
headquarters building and travel center operations, to a newly formed company,
Bowlin Travel Centers, Inc. BOWLIN anticipates registering Bowlin Travel
Centers, Inc. as a reporting company under the Securities and Exchange Act of
1934. Immediately prior to the closing of the merger, BOWLIN intends to
distribute the stock of Bowlin Travel Centers, Inc. to shareholders of BOWLIN.
As a result, Bowlin Travel Centers, Inc. would become an independent public
reporting company at the close of the transaction.
Phoenix-based Miller Capital Corporation, a part of The Miller Group, acted as
financial advisor to BOWLIN for the transaction. Sanders Morris Harris
headquartered in Houston issued the fairness opinion to BOWLIN regarding the
merger.
Lamar Advertising Company is a leading outdoor advertising company currently
operating 150 outdoor advertising companies in 43 states, logo franchises in 20
states and the province of Ontario, Canada and 31 transit-advertising franchises
in nine states.
BOWLIN, as a regional leader in non-metro markets for outdoor advertising
displays, provides a full range of service that includes sales, design,
production and installation. The Company also operates travel centers
strategically located on major interstate highways that utilize co-branding
agreements with national companies. The Company's current operations are located
in the Southwestern United States.
CERTAIN STATEMENTS CONTAINED HEREIN WITH RESPECT TO FACTORS WHICH MAY
AFFECT FUTURE EARNINGS, INCLUDING MANAGEMENT'S BELIEFS AND ASSUMPTIONS
BASED ON INFORMATION CURRENTLY AVAILABLE, ARE FORWARD-LOOKING
STATEMENTS MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995. SUCH FORWARD-LOOKING
STATEMENTS THAT ARE NOT HISTORICAL FACTS INVOLVE RISKS AND
UNCERTAINTIES, AND RESULTS COULD VARY MATERIALLY FROM THE DESCRIPTIONS
CONTAINED HEREIN. FOR MORE DETAILS ON RISK FACTORS, SEE THE COMPANY'S
ANNUAL REPORTS ON FORM 10-K, QUARTERLY REPORTS ON FORM 10-Q AND OTHER
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
