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As filed with the Securities and Exchange Commission on October 19, 2000
REGISTRATION NO. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 72-1449411
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 926-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
KEVIN P. REILLY, JR.
CHIEF EXECUTIVE OFFICER
LAMAR ADVERTISING COMPANY
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 926-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
STANLEY KELLER, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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Pursuant to Rule 429 under the Securities Act, the prospectus included
in this registration statement also relates to the Class A common stock in the
aggregate amount of $25,073,280.99 previously registered under the registrant's
registration statement or Form S-4 (File No. 333-30012).
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum aggregate
Title of securities to be registered offering price(1)(2) Amount of registration fee
------------------------------------------ ----------------------------------- -------------------------------------
<S> <C> <C>
Class A common stock, $.001 par value, $174,926,719.01 $46,180.65
of the Company
========================================== =================================== =====================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.
(2) Class A common stock in the aggregate amount of $25,073,280.99 eligible to
be sold under the registrant's registration statement on Form S-4 (File No.
333-30112) are carried forward to this registration statement. The filing
fee previously paid with the prior registration statement for those
securities was $6,619.35.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and Lamar Advertising Company is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
PROSPECTUS
SUBJECT TO COMPLETION, OCTOBER 19, 2000
--------------------------------------------------------------------------------
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
--------------------------------------------------------------------------------
LAMAR ADVERTISING COMPANY
$200,000,000
Class A Common Stock
Our Class A common stock trades on the Nasdaq National Market under the
symbol "LAMR." On October 18, 2000, the last reported per share sale price of
our Class A common stock was $39.38.
This prospectus relates to shares of Class A common stock of Lamar
Advertising Company that we may issue from time to time in connection with
business combinations, acquisitions and mergers. In general, the terms of these
transactions will be determined by direct negotiations between us and the owners
or principal executives of the target companies. Important factors in these
negotiations will include:
o the historical and potential cash flow from the assets being
acquired;
o the location of any outdoor advertising displays being
acquired; and
o the market value of the Class A common stock.
We have 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 5 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN RISKS INHERENT TO OWNERSHIP 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 is , 2000.
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REFERENCES TO ADDITIONAL INFORMATION
This prospectus incorporates important business and financial
information about Lamar Advertising Company from other documents that are not
included in or delivered with this prospectus. This information is available to
you without charge upon your written or oral request. You can obtain those
documents, which are incorporated by reference in this prospectus, by requesting
them in writing or by telephone from Lamar Advertising Company at the following
address and telephone number:
Shareholder Services
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808
(225) 926-1000
See "Where You Can Find More Information" on page 13.
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TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
Business of Lamar.................................................................................................4
Recent Developments...............................................................................................4
Risk Factors......................................................................................................5
Note Regarding Forward-Looking Statements........................................................................10
Securities Covered By This Prospectus............................................................................11
Legal Matters....................................................................................................12
Experts..........................................................................................................12
Where You Can Find More Information..............................................................................13
</TABLE>
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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 September 30, 2000, we
operated approximately 130,600 displays in 43 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, food,
lodging and camping services. As of September 30, 2000, we maintained over
89,100 logo sign displays in 20 states. We also operate transit advertising
displays on bus shelters, bus benches and buses in several markets.
Our principal executive offices are located at 5551 Corporate
Boulevard, Baton Rouge, Louisiana 70808 and our telephone number is (225)
926-1000.
RECENT DEVELOPMENTS
COMPLETED ACQUISITIONS
From January 1, 2000 to September 30, 2000, we completed 70
acquisitions of complementary outdoor advertising assets, for an aggregate price
of approximately $500 million. These acquisitions included approximately 14,900
displays. We expect that these acquisitions will allow us to take advantage of
operating efficiencies and cross-market sales opportunities.
PENDING ACQUISITIONS
We have entered into agreements relating to several other acquisitions
which are pending. If we complete all of these acquisitions, we would acquire
approximately 5,800 outdoor advertising displays for an aggregate purchase price
of approximately $108 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.
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RISK FACTORS
An investment in 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 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.
THE REQUIRED DISPOSITION OF SHARES OF OUR CLASS A COMMON STOCK CURRENTLY HELD BY
CLEAR CHANNEL COMMUNICATIONS, INC. COULD CAUSE THE MARKET PRICE OF THE CLASS A
COMMON STOCK TO DECLINE.
Clear Channel Communications, Inc. currently holds approximately 26
million shares of our Class A common stock formerly held by AMFM Inc. These
shares represent approximately 34.8% of our Class A common stock and 28.4% of
all our outstanding common stock as of September 30, 2000. Clear Channel must
dispose of all of these shares prior to January 1, 2003 under the terms of a
consent decree with the Department of Justice. The consent decree was issued in
connection with the merger of AMFM Inc. with Clear Channel, which was subject to
review and clearance by the Federal Trade Commission and U.S. Department of
Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, because
Clear Channel is also in the outdoor advertising business. These shares were
originally issued to a subsidiary of AMFM Inc. in connection with our
acquisition of the Chancellor outdoor advertising business. This required
disposition could adversely affect the market price of the Class A common stock.
OUR DEBT AGREEMENTS AND THOSE OF OUR WHOLLY-OWNED, DIRECT SUBSIDIARY LAMAR MEDIA
CORP. CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR DEFAULTS.
The terms of the indenture relating to Lamar Advertising's outstanding
notes, Lamar Media Corp.'s bank credit facility and the indentures relating to
Lamar Media's outstanding notes restrict, among other things, the ability of
Lamar Advertising and Lamar Media to:
o dispose of assets;
o incur or repay debt;
o create liens; and
o make investments.
Lamar Media's ability to make distributions to Lamar Advertising is
also restricted under the terms of these agreements.
Under Lamar Media's bank credit facility we must maintain specified
financial ratios and levels including:
o interest coverage;
o fixed charges ratio;
o senior debt ratios; and
o total debt ratios.
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.
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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 September 30, 2000, Lamar Advertising
Company had approximately $288 million of convertible notes outstanding. At
September 30, 2000, Lamar Media had approximately $1,588 million of debt
outstanding consisting of approximately $1,037 million in bank debt, $541
million in various series of senior subordinated notes of Lamar Media and $10
million in various other short-term and long-term debt of Lamar Media.
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 bank
credit facility which presently has a total committed amount of $1.25 billion in
term and revolving credit loans. At September 30, 2000, we had approximately
$212 million available to borrow under this bank credit facility. Since our
borrowing capacity under Lamar Media's 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. We may need to borrow
additional amounts or seek other sources of financing to fund future
acquisitions. We cannot guarantee that 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.
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 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. Some 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.
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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.
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 that
we wish to purchase. Increased competition may lead to higher
prices for outdoor advertising companies and assets and
decrease those that 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 We must integrate newly acquired assets and businesses into
our existing operations. From January 1, 2000 to September 30,
2000, we completed 70 transactions involving the purchase of
complementary outdoor advertising assets. The process of
integrating these acquisitions 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.
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 forms of outdoor advertising and other media. The
competitive pressure that we face could adversely affect our profitability or
financial performance. Although we are the largest company focusing exclusively
on outdoor advertising, 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
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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 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 20 logo sign contracts in place at September 30, 2000, two are
subject to renewal in January and February 2001. 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., our Chief Executive Officer, our nine 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 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 HAVE A CONTROLLING STOCKHOLDER THAT CAN CONTROL ANY VOTES TO EXCLUSION OF THE
OTHER HOLDERS OF CLASS A COMMON STOCK.
Purchasers of Class A common stock under this prospectus 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
September 30, 2000 this partnership beneficially owned all of the outstanding
shares of Class B common stock, which shares represented approximately 69% total
voting power of the Lamar Advertising common stock as of September 30, 2000. 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
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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 CLASS A COMMON
STOCK.
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 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
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 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.
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NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including documents incorporated by reference,
contains "forward-looking statements". 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 integrate successfully the operations of
acquired assets and businesses;
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 significant indebtedness;
(2) our need for and ability to obtain additional funding for acquisitions or
operations; (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) the continued popularity of outdoor advertising as an
advertising medium; (5) the regulation of the outdoor advertising industry and
(6) the risks and uncertainties described under the caption "Risk Factors" and
(7) other factors described in the documents that we file from time to time with
the SEC. See "Where You Can Find More Information." The forward-looking
statements contained in this prospectus speak only as of the date of this
prospectus.
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SECURITIES COVERED BY THIS PROSPECTUS
We may issue the shares of Class A common stock covered by this
prospectus from time to time as consideration to target companies or the owners
of target companies. This may occur when we combine with, merge with, acquire,
or acquire assets from a target company. The consideration that we pay in these
transactions may consist of:
o cash;
o assumption of liabilities;
o evidences of indebtedness;
o Class A common stock; or
o a combination of these items.
In general, we will negotiate the terms of these transactions directly
with the owners or principal executives of the target companies. Important
factors in these negotiations will include, among others:
o historical and potential cash flow from the assets being
acquired;
o the location of any outdoor advertising displays being
acquired; and
o the market value of the Class A common stock.
We anticipate that the shares of Class A common stock that we issue in
connection with these transactions will be valued at a price related to the
market value of the Class A common stock either at or about the time that we
tentatively reach agreement on the terms of the transaction, enter into a
definitive agreement, or close the transaction.
If you are an "affiliate" of a target company which we combined with,
merged with or acquired and you receive shares of Class A common stock covered
by this prospectus, you will need to comply with additional limitations imposed
under the Securities Act in order to sell those shares. The U.S. securities laws
require registration of shares sold by underwriters. An affiliate of a target
company is deemed to be an underwriter unless the affiliate resells his, her or
its shares in compliance with the requirements of Rule 145(d), which are
described below.
An "affiliate" of the target company for these purposes means an
individual or entity which directly or indirectly controls, is controlled by or
is under common control with the target company. Generally, you will be presumed
to be an affiliate if you are an officer, director or owner of 10% or more of
any class of equity securities of the target company. However, the determination
as to whether you are an affiliate of the target company depends on the facts
and circumstances of each case, and individuals and entities who are not
officers, directors or 10% equity holders may nonetheless be affiliates of the
target company.
Rule 145(d) provides that you will not be deemed to be an underwriter
as a result of a sale of your Lamar Advertising shares during the one-year
period after you acquire them (and therefore allows you to avoid Securities Act
registration requirements) if, among other things:
o Lamar Advertising has complied with its reporting obligations
under the Securities Exchange Act of 1934;
o the amount of shares that you sell falls within the volume
limits imposed by Rule 144(e) under the Securities Act; and
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o you sell your shares in a broker's transaction which complies
with the requirements of Rule 144(f) and Rule 144(g) under the
Securities Act (which include limits on who can effect sales,
limits on the solicitation of orders to buy the shares and
limits on payments which can be made by or on behalf of the
seller).
After the first year, so long as you are not an affiliate of Lamar
Advertising and provided that Lamar Advertising has complied with its reporting
obligations under the Exchange Act during the second year, you will not be
deemed to be an underwriter and will not be restrained in your ability to sell
the shares by additional requirements under the Securities Act.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar
Advertising, will give Lamar Advertising an opinion on the validity of the
securities offered by this prospectus.
EXPERTS
The consolidated financial statements of Lamar Advertising Company and
subsidiaries as of December 31, 1999 and 1998 and for each of the years in the
three-year period ended December 31, 1999, incorporated by reference into this
prospectus and registration statement have been incorporated by reference herein
and in the registration statement in reliance upon the report of KPMG LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing. The
report of KPMG LLP covering the December 31, 1999 financial statements refers to
a change in the method of accounting for the costs of start-up activities.
The consolidated balance sheet of Chancellor Outdoor Media Corporation
as of December 31, 1998 and consolidated statements of operations, equity and
cash flows for the period from July 22, 1998 to December 31, 1998, the
statements of income, divisional equity and cash flows of The Outdoor Division
of Whiteco Industries, Inc. for the eleven months ended November 30, 1998, the
statements of operations, partners' capital and cash flows of Martin Media, L.P.
for the seven months ended July 31, 1998, and the statements of operations,
retained earnings and cash flows of Martin & MacFarlane, Inc. for the seven
months ended July 31, 1998, incorporated in this registration statement by
reference to the Current Report on Form 8-K of Lamar Advertising Company dated
July 6, 1999 have been so incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
The financial statements of the Outdoor Advertising Division of Whiteco
Industries, Inc., incorporated by reference in this prospectus have been audited
by BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon such report given the authority of said
firm as experts in auditing and accounting.
The balance sheets of Martin Media as of December 31, 1997 and 1996 and
the related statements of operations, partners' capital (deficit) and cash flows
for each of the years ended December 31, 1997, 1996, and 1995 and the balance
sheets of Martin & MacFarlane, Inc. as of December 31, 1997 and 1996 and the
related statements of income, retained earnings and cash flows for each of the
years ended December 31, 1997 and 1996 and the six-month period ended December
31, 1995, all of which have been incorporated by reference in this prospectus
and in the registration statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
The balance sheet of Martin & MacFarlane, Inc. as of June 30, 1995 and
the related statements of income, retained earnings and cash flows of Martin &
MacFarlane, Inc. for the year ended June 30, 1995, all of which have been
incorporated by reference in this prospectus and in the registration statement
have been incorporated by reference herein and in the registration statement in
reliance upon the report of Barbich Longcrier Hooper & King, Accounting
Corporation, independent certified public accountants, incorporated by reference
herein, and upon the authority of such firm as experts in accounting and
auditing.
12
<PAGE> 15
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, 1999;
o Quarterly Reports on Form 10-Q of Lamar Advertising for the
quarters ended March 31, 2000 and June 30, 2000;
o Current Reports on Form 8-K of Lamar Advertising filed with
the SEC on July 7, 1999, November 23, 1999, February 9, 2000,
August 31, 2000 and September 6, 2000; 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. We have not authorized anyone to provide
information different from that contained or incorporated by reference in this
prospectus. Neither the delivery of this prospectus nor the sale of the Class A
common stock offered by this prospectus means that information contained or
incorporated by reference in this prospectus from previous filings by Lamar
Advertising is correct after the date of this prospectus. This prospectus 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.
13
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the offering of the Shares will be borne by
Lamar Advertising Company and are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee........................................................... $46,181
Legal fees and expenses........................................................ $10,000
Miscellaneous expenses......................................................... $ 8,819
Total.......................................................................... $65,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law grants the
registrant the power to indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, or is or was serving at the request of the registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, provided, however, no indemnification shall be made in connection
with any proceeding brought by or in the right of the registrant where the
person involved is adjudged to be liable to the registrant except to the extent
approved by a court.
The registrant's By-laws provide that any person who is made a party to
any action or proceeding because such person is or was a director or officer of
the registrant will be indemnified and held harmless against all claims,
liabilities and expenses, including those expenses incurred in defending a claim
and amounts paid or agreed to be paid in connection with reasonable settlements
made before final adjudication with the approval of the Board of Directors, if
such person has not acted, or in the judgment or the shareholders or directors
of the registrant has not acted, with willful or intentional misconduct. The
indemnification provided for in the registrant's By-laws is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled as a matter of law.
The registrant's Amended and Restated Certificate of Incorporation
provides that directors of the registrant will not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, whether or not an individual continues to be a director at the time
such liability is asserted, except for liability (i) for any breach of the
director's duty of loyalty to the registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper personal
benefit.
The registrant carries directors' and officers' liability insurance
which insures its directors and officers against certain liabilities that they
may incur when acting in their capacity as directors and officers of the
registrant.
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
II-1
<PAGE> 17
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 of 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 18
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 15
hereof, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-4 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on October 19,
2000.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly, Jr.
------------------------------------
Kevin P. Reilly, Jr., President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising Company
hereby severally constitute and appoint each of Kevin P. Reilly, Jr. and Keith
A. Istre our true and lawful attorneys, with full power to them in any and all
capacities, to sign any amendments to this Registration Statement on Form S-4
(including pre- and post-effective amendments), and any related Rule 462(b)
registration statement or amendment thereto, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal Financial October 19, 2000
------------------------------------ and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director October 19, 2000
------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
Director October __, 2000
------------------------------------
Stephen Mumblow
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
/s/ Sean E. Reilly Director October 19, 2000
------------------------------------
Sean E. Reilly
Director October __, 2000
------------------------------------
Wendell Reilly
Director October __, 2000
------------------------------------
John Maxwell Hamilton
Director October __, 2000
------------------------------------
Thomas Reifenheiser
</TABLE>
II-4
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Lamar New Holding
Co., as amended. Previously filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File
No. 0-20833) and incorporated herein by reference.
3.2 Certificate of Amendment to the Certificate of Incorporation of Lamar
New Holding Co. (whereby the name of Lamar New Holding Co. was changed
to Lamar Advertising Company). Previously filed as Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the period ended June 30,
1999 (File No. 0-20833) and incorporated herein by reference.
3.3 Certificate of Amendment to the Certificate of Incorporation of the
Company. Previously filed as Exhibit 3.3 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2000 (File No.
0-30242) and incorporated herein by reference.
3.4 By-Laws. Previously filed as Exhibit 3.3 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1999 (File No.
0-20833) and incorporated herein by reference.
4.2 Specimen certificate for shares of the Class A common stock of Lamar
Advertising Company. Previously filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (File No. 333-05479), and
incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP. Filed herewith.
23.1 Consent of Palmer & Dodge LLP (included as part of their opinion listed
as Exhibit 5.1). Filed herewith.
23.2 Consent of KPMG LLP, independent auditors of Lamar Advertising Company.
Filed herewith.
23.3 Consent of Arthur Andersen LLP, independent public accountants of
Martin Media (a California limited partnership) and Martin &
MacFarlane, Inc. Filed herewith.
23.4 Consent of Barbich Longcrier Hooper & King, Accounting Corporation,
independent accountants of Martin & MacFarlane, Inc. Filed herewith.
23.5 Consent of BDO Seidman LLP, independent certified public accountants of
The Outdoor Advertising Division of Whiteco Industries, Inc. Filed
herewith.
23.6 Consent of PricewaterhouseCoopers LLP, independent accountants of
Chancellor Media Outdoor Corporation, The Outdoor Division of Whiteco
Industries, Inc., Martin Media, L.P. and Martin & MacFarlane, Inc.
Filed herewith.
24.1 Powers of Attorney (included on signature pages). Filed herewith.
</TABLE>
II-5
