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Filed pursuant to Rule 424(b)(3)
PROSPECTUS SUPPLEMENT Registration File No. 333-66059
TO PROSPECTUS DATED DECEMBER 23, 1998
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Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
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LAMAR ADVERTISING COMPANY
63,005 Shares
Class A Common Stock
Lamar Advertising Company's Class A Common Stock trades on the Nasdaq
National Market under the symbol "LAMR." On July 29, 1999, the last reported per
share sale price of Lamar Advertising's Class A common stock was $40.31.
Lamar Advertising previously issued 63,005 shares of Lamar Class A
Common Stock to the former stockholders of Mountaineer Outdoor Sign, Inc. in
connection with the acquisition of that company. This prospectus supplement and
the accompanying prospectus relate to resales of those shares.
The shares may be offered and sold by the selling stockholders from
time to time in open-market or privately-negotiated transactions which may
involve underwriters or brokers.
Lamar Advertising will not receive any of the proceeds from the sale of
the shares covered by this prospectus supplement and the accompanying
prospectus.
Lamar Advertising has two types of common stock: Class A common stock
and Class B common stock. The Class A common stock and the Class B common stock
have the same rights and powers, except that a share of Class A common stock
entitles the holder to one vote and a share of Class B common stock entitles the
holder to ten votes.
SEE "RISK FACTORS" BEGINNING ON PAGE S-6 OF THIS PROSPECTUS SUPPLEMENT
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF SHARES OF CLASS A COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 3, 1999.
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TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT
Explanatory Note Regarding Corporate Restructuring of Lamar Advertising Company.....................S-3
Business of Lamar...................................................................................S-4
Recent Developments.................................................................................S-4
Risk Factors........................................................................................S-6
Note Regarding Forward-Looking Statements...........................................................S-11
Where You Can Find More Information.................................................................S-12
BASE PROSPECTUS
Lamar Advertising Company...........................................................................3
Where You Can Find More Information.................................................................3
Risk Factors........................................................................................4
Selling Stockholders................................................................................9
Plan of Distribution................................................................................9
Legal Matters.......................................................................................10
Experts.............................................................................................10
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EXPLANATORY NOTE REGARDING CORPORATE RESTRUCTURING
OF LAMAR ADVERTISING COMPANY
On July 20, 1999, Lamar Advertising Company completed a corporate
restructuring to create a new holding company structure. The restructuring was
accomplished through a merger under section 251(g) of the Delaware General
Corporation Law. At the effective time of the merger, all stockholders of Lamar
Advertising Company became stockholders in a new holding company and Lamar
Advertising Company became a wholly-owned subsidiary of the new holding company.
The new holding company took the Lamar Advertising Company name and the old
Lamar Advertising Company was renamed Lamar Media Corp.
We believe that the restructuring will provide us with a more flexible
capital structure and enhance our financing options.
The following summary organizational chart describes the basic
corporate structure of Lamar following the restructuring.
[CHART]
In this prospectus supplement, "Lamar," the "company," "we," "us" and
"our" refer to Lamar Advertising Company and its consolidated subsidiaries
except where we make it clear that we are only referring to Lamar Advertising
Company or a particular subsidiary.
The new holding company's Class A common stock trades under the symbol
"LAMR" on the Nasdaq National Market with the same CUSIP number as the old Lamar
Advertising Company's Class A common stock. In the merger, all outstanding
shares of old Lamar Advertising Company's capital stock were converted into
shares of the new holding company with the same voting powers, designations,
preferences and rights, and the same qualifications, restrictions and
limitations, as the shares of old Lamar Advertising.
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BUSINESS OF LAMAR
Lamar is one of the largest and most experienced owners and operators
of outdoor advertising structures in the United States. We conduct a business
that has operated under the Lamar name since 1902. As of June 30, 1999, we
operated approximately 75,700 displays in 36 states. We also operate the largest
logo sign business in the United States. Logo signs are signs located near
highway exits which deliver brand name information on available gas, good,
lodging and camping services. As of June 30, 1999, we maintained over 81,100
logo sign displays in 20 states. We also operate transit advertising displays on
bus shelters, bus benches and buses in several markets.
RECENT DEVELOPMENTS
COMPLETED ACQUISITIONS
From January 1, 1999 to July 22, 1999, we completed 32 acquisitions of
complementary outdoor advertising assets, for an aggregate price of
approximately $155.1 million. These acquisitions included more than 5,000
displays. We expect that these acquisitions will allow us to take advantage of
operating efficiencies and cross-market sales opportunities.
PENDING ACQUISITIONS
THE CHANCELLOR OUTDOOR ACQUISITION
On June 1, 1999, we entered into a definitive agreement to purchase the
business of Chancellor Media Outdoor Corporation, for a purchase price
consisting of $700 million in cash and a fixed amount of 26,227,273 shares of
Class A common stock of Lamar Advertising. We plan to finance the cash portion
of the purchase price through bank loans.
The outdoor advertising business of Chancellor Outdoor that we are
acquiring primarily consists of approximately 42,700 displays located in 38
states and includes both major and middle markets. We will gain a significant
presence in middle and major markets within the Midwest, Southeast, Northeast
and West including:
o Ocala, Orlando and Tampa, Florida;
o Chicago, Illinois;
o Las Vegas, Nevada;
o Milwaukee, Wisconsin; and
o Dallas, Texas.
The acquisition is subject to antitrust review by the Department of
Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. In order to obtain clearance under the HSR Act, we may
be required to divest some outdoor advertising assets which we would otherwise
acquire and operate in the future as a condition to completing the acquisition.
We do not expect that the extent of this divestiture will be material.
The completion of the acquisition is also subject to approval by Lamar
Advertising's stockholders of the issuance of the shares of Class A common stock
as proposed in the acquisition, lender approvals, and the satisfaction of other
customary closing conditions. Accordingly, we cannot be sure whether or when the
Chancellor Outdoor acquisition will be completed. The Reilly Family Limited
Partnership, which is controlled by Kevin P. Reilly, Jr., Chief Executive
Officer of Lamar Advertising and holds more than 80% of the Lamar Advertising
stockholder voting power, has agreed to vote in favor of the transaction.
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OTHER PENDING ACQUISITIONS
We have entered into other agreements relating to several other
acquisitions which are pending and have not been completed. If we complete all
of these acquisitions, we would acquire approximately 54 outdoor advertising
displays in two states for an aggregate purchase price of approximately $11.5
million. These acquisitions are subject to various conditions including the
satisfaction of customary closing conditions. We cannot be sure whether or when
these acquisitions will be completed.
NEW BANK CREDIT FACILITY FOR LAMAR MEDIA
We have received a commitment from The Chase Manhattan Bank to replace
Lamar Media's existing bank credit facility with a new bank credit facility
under which The Chase Manhattan Bank will serve as administrative agent. The new
$1 billion bank credit facility would consist of (1) a $350 million revolving
bank credit facility and (2) a $650 million term facility with two tranches, a
$450 million Term A facility and a $200 million Term B facility.
We expect the new bank credit facility will be completed in August
1999.
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RISK FACTORS
An investment in Lamar Advertising's Class A common stock involves a number of
risks. In deciding whether to invest, you should carefully consider the
following factors, the information contained in this prospectus supplement and
accompanying prospectus and the other information that we have referred you to.
It is especially important to keep these risk factors in mind when you read
forward-looking statements.
BECAUSE WE HAVE SIGNIFICANT FIXED PAYMENTS ON OUR DEBT, WE MAY LACK SUFFICIENT
CASH FLOW TO OPERATE OUR BUSINESS AS WE HAVE IN THE PAST AND MAY NEED TO BORROW
MONEY IN THE FUTURE TO MAKE THESE PAYMENTS AND OPERATE OUR BUSINESS
We have borrowed substantial amounts of money in the past and may borrow
more money in the future. At June 30, 1999, Lamar Media had approximately $894
million of debt outstanding consisting of approximately $307 million in bank
debt, $558 million in various series of senior subordinated notes and $29
million in various other short-term and long-term debt of Lamar Media. This debt
represents approximately 67% of our total capitalization.
If we complete the pending Chancellor Outdoor acquisition, we will incur
additional debt. Assuming that the Chancellor Outdoor acquisition had taken
place prior to June 30, 1999, at that time Lamar Media would have had
approximately $1.6 billion of debt outstanding, consisting of approximately $1
billion in bank debt, $558 million in various series of senior subordinated
notes, and $29 million in various other short-term and long-term debt of Lamar
Media. This debt would have represented approximately 53% of our total
capitalization after giving effect to the pending Chancellor Outdoor
acquisition.
A large part of our cash flow from operations must be used to make
principal and interest payments on our debt. If our operations make less money
in the future, we may need to borrow to make these payments. In addition, we
finance most of our acquisitions through borrowings under Lamar Media's existing
bank credit facility which presently has a total committed amount of $500
million in term and revolving credit loans. As of June 30, 1999, we only had
approximately $192 million available to borrow under this bank credit facility.
Since our borrowing capacity under Lamar Media's existing bank credit facility
is limited, we may not be able to continue to finance future acquisitions at our
historical rate with borrowings under this bank credit facility. Lamar Media has
obtained a commitment from its lenders to replace its existing bank credit
facility with a new bank credit facility with a maximum borrowing capacity of up
to $1 billion. We cannot guarantee that Lamar Media will enter into the new bank
credit facility for the full commitment amount or at all. We may need to borrow
additional amounts or seek other sources of financing to fund future
acquisitions. We cannot guarantee that such additional financing will be
available or available on favorable terms. We also may need the consent of the
banks under Lamar Media's bank credit facility, or the holders of other
indebtedness, to borrow additional money.
LAMAR MEDIA'S DEBT AGREEMENTS CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE
POTENTIAL FOR DEFAULTS
The terms of Lamar Media's bank credit facility and the indentures relating
to Lamar Media's outstanding notes restrict, among other things, Lamar Media's
ability to:
o make distributions to Lamar Advertising;
o dispose of assets;
o incur or repay debt;
o create liens; and
o make investments.
Under Lamar Media's bank credit facility we must maintain specified
financial ratios and levels including:
o interest coverage;
o fixed charge coverage;
o senior debt ratios; and
o total debt ratios.
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If we fail to comply with these tests, the lenders have the right to cause
all amounts outstanding under the bank credit facility to become immediately
due. If this were to occur and the lenders decide to exercise their right to
accelerate the indebtedness, it would create serious financial problems for us.
Our ability to comply with these restrictions, and any similar restrictions in
future agreements, depends on our operating performance. Because our performance
is subject to prevailing economic, financial and business conditions and other
factors that are beyond our control, we may be unable to comply with these
restrictions in the future.
OUR BUSINESS COULD BE HURT BY CHANGES IN ECONOMIC AND ADVERTISING TRENDS
We sell advertising space to generate revenues. A decrease in demand for
advertising space could adversely affect our business. General economic
conditions and trends in the advertising industry affect the amount of
advertising space purchased. A reduction in money spent on our displays could
result from:
o a general decline in economic conditions;
o a decline in economic conditions in particular markets where we
conduct business;
o a reallocation of advertising expenditures to other available media
by significant users of our displays; or
o a decline in the amount spent on advertising in general.
OUR CONTINUED GROWTH THROUGH ACQUISITIONS MAY BECOME MORE DIFFICULT AND INVOLVES
COSTS AND UNCERTAINTIES
We have substantially increased our inventory of advertising displays
through acquisitions. Our operating strategy involves making purchases in
markets where we currently compete as well as in new markets. However, the
following factors may affect our ability to continue to pursue this strategy
effectively.
o The outdoor advertising market has been consolidating, and this may
adversely affect our ability to find suitable candidates for purchase.
o We are also likely to face increased competition from other outdoor
advertising companies for the companies or assets we wish to purchase.
Increased competition may lead to higher prices for outdoor advertising
companies and assets and decrease those we are able to purchase.
o We do not know if we will have sufficient capital resources to make
purchases, obtain any required consents from our lenders, or find
acquisition opportunities with acceptable terms.
o From January 1, 1997 to July 22, 1999, we completed 96 transactions
involving the purchase of complementary outdoor advertising assets, the
most significant of which was the acquisition on October 1, 1998 of Outdoor
Communications, Inc. for $385 million. We currently have pending an
acquisition of Chancellor Outdoor for a purchase price consisting of $700
million in cash and a fixed amount of 26,227,273 shares of Class A common
stock of Lamar Advertising, which if completed, will be by far our largest
acquisition to date. We must integrate these acquired assets and businesses
into our existing operations. This process of integration may result in
unforeseen difficulties and could require significant time and attention
from our management that would otherwise be directed at developing our
existing business. Further, we cannot be certain that the benefits and cost
savings that we anticipate from these purchases will develop.
IF WE COMPLETE THE CHANCELLOR OUTDOOR ACQUISITION, WE WILL SIGNIFICANTLY EXPAND
OUR OPERATIONS IN MAJOR MARKETS WHERE WE CANNOT BE SURE OUR BUSINESS STRATEGY
WILL CONTINUE TO BE SUCCESSFUL
If we complete our acquisition of Chancellor Outdoor, we will significantly
expand our operations in major markets. Because we have historically focused on
middle markets and have not had substantial operations in major markets to date,
we cannot guarantee that we will be able to replicate the success that we have
achieved with our business strategy in middle markets. Achieving our goals in
major markets will depend to a great extent on our ability to attract and retain
national advertising customers. Our success to date has been built in large
measure on our ability to attract and retain local advertising customers.
Approximately 81% of our net
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advertising revenues for 1998 derived from local advertising. We cannot be sure
that the strategies that have worked well with local advertising customers will
work with national advertisers.
In addition, expanding our operations in major markets will put us in
increased competition with larger competitors with more diversified media
operations who may have a more established market presence and greater financial
resources then we do. We may also face more intense competition from other forms
of outdoor advertising and other media in major markets than we do in middle
markets.
IF WE DO NOT COMPLETE THE CHANCELLOR OUTDOOR ACQUISITION, WE MAY NOT BE ABLE TO
ACHIEVE THE GROWTH THAT WE ANTICIPATE IF THE ACQUISITION IS COMPLETED
For the Chancellor Outdoor acquisition to be completed, numerous closing
conditions must be satisfied. Many of these closing conditions, including
clearance under the HSR Act and financing contingencies, are beyond our control.
Accordingly, we may not be able to complete the acquisition. Even if we complete
the Chancellor Outdoor acquisition, the projected growth we anticipate could be
reduced if we were required to divest significant assets to obtain clearance
under the HSR Act.
The Chancellor Outdoor acquisition offers projected benefits that we may
not be able to achieve through other means. As consolidation continues to
accelerate in the outdoor advertising industry, there are fewer opportunities to
acquire outdoor advertising assets on the scale of the Chancellor Outdoor
acquisition. Consequently, we may not be able to acquire the quantity or quality
of outdoor advertising assets afforded by the Chancellor Outdoor acquisition in
a series of smaller acquisitions.
THE BAN ON TOBACCO ADVERTISING HAS ELIMINATED A TRADITIONALLY SIGNIFICANT SOURCE
OF OUR REVENUES AND WE MAY NOT BE ABLE TO CONTINUE TO REPLACE THESE LOST
REVENUES THROUGH OTHER SOURCES
We have removed all of our outdoor advertising of tobacco products in
connection with settlements the states reached with the U.S. tobacco companies.
The revenues from tobacco advertising as a percentage of billboard advertising
net revenues was 9% in 1997 and 8% in 1998.
The ban on outdoor advertising of tobacco products in the settlement
increased our available inventory. To date, we have been successful in replacing
the tobacco advertising removed with substitute advertising at comparable rates.
We cannot be sure, however, that we will continue to be able to do so in the
future. If we are unable to continue to replace tobacco advertising, the
resulting increase in available inventory could cause us to reduce our rates or
limit our ability to raise rates. In addition, we cannot guarantee that
substitute advertisers will pay rates as favorable to us as those paid by
tobacco advertisers.
OUR OPERATIONS ARE IMPACTED BY THE REGULATION OF OUTDOOR ADVERTISING
Our operations are significantly impacted by federal, state and local
government regulation of the outdoor advertising business.
The federal government conditions federal highway assistance on states
imposing location restrictions on the placement of billboards on primary and
interstate highways. Federal laws also impose size, spacing and other
limitations on billboards. Some states have adopted standards more restrictive
than the federal requirements. Local governments generally control billboards as
part of their zoning regulations. Some local governments have enacted ordinances
which require removal of billboards by a future date. Others prohibit the
construction of new billboards and the reconstruction of significantly damaged
billboards, or allow new construction only to replace existing structures.
Local laws which mandate removal of billboards at a future date often do
not provide for payment to the owner for the loss of structures that are
required to be removed. Certain federal and state laws require payment of
compensation in such circumstances. Local laws that require the removal of a
billboard without compensation have been challenged in state and federal courts
with conflicting results. Accordingly, we may not be successful in negotiating
acceptable arrangements when our displays have been subject to removal under
these types of local laws.
Additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been
introduced in Congress from time to time in the past. Additional regulations or
changes in the current laws regulating and affecting outdoor advertising at the
federal, state or local level may have a material adverse effect on our results
of operations.
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WE FACE COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR ADVERTISERS AND
OTHER FORMS OF ADVERTISING THAT COULD HURT OUR PERFORMANCE
We cannot be sure that in the future we will compete successfully against
the current and future sources of outdoor advertising competition and
competition from other media. The competitive pressure that we face could
adversely affect our profitability or financial performance. Even though we
would be the largest company focusing exclusively on outdoor advertising if we
complete our pending acquisition of Chancellor Outdoor, we face competition from
larger companies with more diversified operations which also include radio and
other broadcast media. We also face competition from other forms of media,
including television, radio, newspapers and direct mail advertising. We must
also compete with an increasing variety of other out-of-home advertising media
that include advertising displays in shopping centers, malls, airports,
stadiums, movie theaters and supermarkets, and on taxis, trains and buses.
In our logo sign business, we currently face competition for state-awarded
service contracts from two other logo sign providers as well as local companies.
Initially, we compete for state-awarded service contracts as they are
privatized. Because these contracts expire after a limited time, we must compete
to keep our existing contracts each time they are up for renewal.
IF OUR CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING LOSSES COULD
HURT OUR BUSINESS
Although we have developed contingency plans designed to deal with the
threat posed to our advertising structures by hurricanes, we cannot guarantee
that these plans will work. If these plans fail, significant losses could
result.
A significant portion of our structures is located in the Mid-Atlantic and
Gulf Coast regions of the United States. These areas are highly susceptible to
hurricanes during the late summer and early fall. In the past, we have incurred
significant losses due to severe storms. These losses resulted from structural
damage, overtime compensation, loss of billboards that could not be replaced
under applicable laws and reduced occupancy because billboards were out of
service.
We have determined that it is not economical to obtain insurance against
losses from hurricanes and other storms. Instead, we have developed contingency
plans to deal with the threat of hurricanes. For example, we attempt to remove
the advertising faces on billboards at the onset of a storm, when possible,
which permits the structures to better withstand high winds during a storm. We
then replace these advertising faces after the storm has passed. However, these
plans may not be effective in the future and, if they are not, significant
losses may result.
OUR LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL
A growing portion of our revenues and operating income come from our state-
awarded service contracts for logo signs. We cannot predict what remaining
states, if any, will start logo sign programs or convert state-run logo sign
programs to privately operated programs. We compete with many other parties for
new state-awarded service contracts for logo signs. Even when we are awarded a
contract, the award may be challenged under state contract bidding requirements.
If an award is challenged, we may incur delays and litigation costs.
Generally, state-awarded logo sign contracts have a term, including renewal
options, of ten to twenty years. States may terminate a contract early, but in
most cases must pay compensation to the logo sign provider for early
termination. Typically, at the end of the term of the contract, ownership of the
structures is transferred to the state without compensation to the logo sign
provider. Of our current logo sign contracts, one is due to terminate in
September 1999 and three are subject to renewal in May, June and October 2000.
We cannot guarantee that we will be able to obtain new logo sign contracts or
renew our existing contracts. In addition, after we receive a new state-awarded
logo contract, we generally incur significant start-up costs. We cannot
guarantee that we will continue to have access to the capital necessary to
finance those costs.
OUR OPERATIONS COULD BE AFFECTED BY THE LOSS OF KEY EXECUTIVES
Our success depends to a significant extent upon the continued services of
our executive officers and other key management and sales personnel. Kevin P.
Reilly, Jr., Lamar Advertising's Chief Executive Officer, our six regional
managers and the manager of our logo sign business, in particular, are essential
to our continued success. Although we have designed our incentive and
compensation programs to retain key employees, we have no employment contracts
with any of our employees and none of our executive
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officers have signed non-compete agreements. We do not maintain key man
insurance on our executives. If any of our executive officers or other key
management and sales personnel stopped working with us in the future, it could
have an adverse effect on our business.
WE COULD EXPERIENCE SYSTEM FAILURES AND DISRUPTIONS OF OUR OPERATIONS AS A
RESULT OF THE YEAR 2000 DATE RECOGNITION PROBLEM
The year 2000 date recognition problem could cause our computer systems to
fail, resulting in miscalculations and incorrect data. Computer systems which
may be affected by this year 2000 problem include computer systems embedded in
production equipment; displays containing computer systems; business data
processing systems; production, management and planning systems; and personal
computers. Consequently, the year 2000 problem could disrupt our daily
commercial activities if we do not take the steps necessary to address it
effectively. In addition, we cannot assure you that our customers, suppliers and
other third parties that we deal with are or will be year 2000 compliant in a
timely manner. Interruptions in the services provided to us or in the purchases
made by these third parties could also disrupt our operations. Parties affected
by a disruption in our operations and services could make claims or bring
lawsuits against us. Depending upon the extent and duration of any disruptions
caused by the year 2000 problem and the specific services affected, these
disruptions could have an adverse affect on our business.
WE HAVE A CONTROLLING STOCKHOLDER THAT CAN CONTROL ANY VOTES TO EXCLUSION OF THE
OTHER HOLDERS OF CLASS A COMMON STOCK
The notes are convertible into Lamar Advertising's Class A common stock. If
purchasers of the notes convert, they will be minority stockholders. They will
have no control over the management or business practices of the company. Kevin
P. Reilly, Jr., Chief Executive Officer of Lamar Advertising, is the managing
general partner of the Reilly Family Limited Partnership. On the date of this
prospectus supplement, this partnership beneficially owns all of the outstanding
shares of Class B common stock, which shares represent approximately 80% total
voting power of the Lamar Advertising common stock as of June 30, 1999. If we
complete the Chancellor Outdoor acquisition, the Reilly Family Limited
Partnership would still hold approximately 72% of the voting power of Lamar
Advertising. As a result, Mr. Reilly, or his successor as managing general
partner, controls the outcome of matters requiring a stockholder vote. These
matters include electing directors, amending Lamar Advertising's certificate of
incorporation or by-laws, adopting or preventing certain mergers or other
similar transactions, such as a sale of substantially all of our assets. Mr.
Reilly would also decide the outcome of transactions that could give the holders
of the Class A common stock the opportunity to realize a premium over the
then-prevailing market price for their shares.
Further, subject to contractual restrictions and general fiduciary
obligations, we are not prohibited from engaging in transactions with management
or our principal stockholders or with entities in which members of management or
Lamar Advertising's principal stockholders have an interest. Lamar Advertising's
certificate of incorporation does not provide for cumulative voting in the
election of directors and, consequently, the Reilly Family Limited Partnership
can elect all the directors.
LAMAR ADVERTISING'S BY-LAWS AND CERTIFICATE OF INCORPORATION CONTAIN CERTAIN
ANTI-TAKEOVER PROVISIONS THAT MAY MAKE IT HARDER TO REALIZE A PREMIUM OVER THE
COMMON STOCK'S MARKET PRICE OR MAY AFFECT THE MARKET PRICE OF THE NOTES AND THE
CLASS A COMMON STOCK
Certain provisions of Lamar Advertising's certificate of incorporation and
by-laws may discourage a third party from offering to purchase Lamar
Advertising. These provisions, therefore, inhibit actions that would result in a
change in control of Lamar Advertising. Some of these actions would otherwise
give the holders of the Class A common stock (into which the notes are
convertible) the opportunity to realize a premium over the then-prevailing
market price of the stock.
These provisions may also adversely affect the market price of the notes
and the Class A common stock. For example, under Lamar Advertising's certificate
of incorporation Lamar Advertising can issue "blank check" preferred stock with
such designations, rights and preferences as Lamar Advertising's board of
directors determines from time to time. If issued, this type of preferred stock
could be used as a method of discouraging, delaying or preventing a change in
control of Lamar Advertising. In addition, if Lamar Advertising issues preferred
stock, it may adversely affect the voting and dividend rights, rights upon
liquidation and other rights that holders of the common stock currently hold.
Lamar Advertising does not currently intend to issue any
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shares of this type of preferred stock, but retains the right to do so in the
future.
Furthermore, Lamar Advertising is subject to Section 203 of the Delaware
General Corporation Law, which may discourage takeover attempts. Section 203
generally prohibits a publicly held Delaware corporation from engaging in a
business combination with an "interested stockholder" for a period of three
years after the date of the transaction in which the person became an interested
stockholder.
YOU MAY NOT RECEIVE ANY CASH DIVIDENDS ON YOUR CLASS A COMMON STOCK
Lamar Advertising has never paid cash dividends on its Class A common stock
and does not plan to do so in the foreseeable future.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including
documents incorporated by reference, contain "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These are statements that relate to future
periods and include statements about:
o our expected operating results;
o our market opportunities;
o our acquisition opportunities;
o our ability to replace the existing bank credit facility with
a new bank credit facility;
o our ability to complete the Chancellor Outdoor acquisition;
o our ability to control the timing of the Chancellor Outdoor
acquisition;
o if the Chancellor Outdoor acquisition is completed, the
possibility of significant divestitures of outdoor advertising
assets of Chancellor Outdoor as a condition to the
acquisition;
o if the Chancellor Outdoor acquisition is completed, our
ability to integrate successfully the operations of Chancellor
Outdoor;
o our ability to compete; and
o our stock price.
Generally, the words "anticipates", "believes", "expects", "intends"
and similar expressions identify forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause our actual results, performance or
achievements, or industry results, to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking
statements. These risks, uncertainties and other important factors include,
among others: (1) risks and uncertainties relating to leverage; (2) the need for
additional funds; (3) the integration of companies that we acquire and our
ability to recognize cost savings or operating efficiencies as a result of such
acquisitions; (4) clearance of pending Chancellor Outdoor acquisition under the
HSR Act; (5) the continued popularity of outdoor advertising as an advertising
medium; (6) the regulation of the outdoor advertising industry and (7) the risks
and uncertainties described under the caption "Risk Factors" in this prospectus
supplement. The forward-looking statements contained in this prospectus
supplement and the accompanying prospectus speak only as of the date of this
prospectus. We expressly disclaim any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement contained in this
prospectus to reflect any change in our expectations with regard thereto or any
change in events, conditions or circumstances on which any forward-looking
statement is based.
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WHERE YOU CAN FIND MORE INFORMATION
Lamar Advertising and Lamar Media each file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any document that we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Lamar
Advertising's and Lamar Media's SEC filings are also available on the SEC's
Website at "http://www.sec.gov." Copies of these materials can also be inspected
and copied at the office of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20006-1500.
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
o Annual Report on Form 10-K of Lamar Advertising for the year
ended December 31, 1998;
o Quarterly Report on Form 10-Q of Lamar Advertising for the
quarter ended March 31, 1999;
o Current Reports on Form 8-K/A of Lamar Advertising filed with
the SEC October 19, 1998, June 8, 1999 and July 26, 1999 and
Current Reports on Form 8-K of Lamar Advertising filed with
the SEC on May 7, 1999, June 10, 1999, July 7, 1999 and July
23, 1999; and
o The description of the Class A common stock contained in the
Registration Statement on Form 8-A/A of Lamar Advertising
filed with the SEC on July 27, 1999.
You may request a copy of these filings, at no cost, by writing or
telephoning using the following contact information:
Shareholder Services
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808 (225) 926-1000
You may rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have
not authorized anyone to provide information different from that contained or
incorporated by reference in this prospectus supplement or the accompanying
prospectus. Neither the delivery of this prospectus supplement nor the sale of
the Class A common stock offered by this prospectus means that information
contained or incorporated by reference in this prospectus supplement or the
accompanying prospectus from previous filings by Lamar Advertising is correct
after the date of this prospectus supplement. This prospectus supplement is not
an offer to sell or solicitation of an offer to buy Class A common stock offered
by this prospectus in any circumstance under which the offer or solicitation is
unlawful.
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