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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 15, 1999
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-30242 72-1449411
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrants' telephone number, including area code)
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EXPLANATORY NOTE
On July 20, 1999, Lamar Advertising Company completed a corporate
reorganization to create a new holding company structure. The reorganization 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. 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, preference and rights, and the same qualifications, restrictions
and limitations, as the shares of old Lamar Advertising Company. Following the
restructuring, the Class A common stock of the new holding company 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.
ITEM 5. OTHER EVENTS.
On September 15, 1999, Lamar Media Corp. acquired all of the
outstanding capital stock of Chancellor Media Outdoor Corporation and Chancellor
Media Whiteco Outdoor Corporation (collectively "Chancellor Outdoor") for
consideration consisting of approximately $700 million of cash and 26,227,273
shares of Lamar Advertising Company Class A Common Stock valued at approximately
$947 million.
In order to update the financial statements filed on a Form 8-K on July
7, 1999 as supplemented by a Form 8-K filed on November 23, 1999, Lamar
Advertising Company is filing this report to include updated pro forma financial
information of Lamar Advertising Company giving effect to the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Unaudited pro forma condensed consolidated statement of
operations of Lamar Advertising Company giving effect to the
Chancellor Outdoor acquisition for the nine months ended
September 30, 1999. Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 8, 2000 LAMAR ADVERTISING COMPANY
By: /s/ KEITH A. ISTRE
----------------------------------------
Keith A. Istre
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Unaudited pro forma condensed consolidated statement of
operations of Lamar Advertising Company giving effect to the
Chancellor Outdoor acquisition for the nine months ended
September 30, 1999. Filed herewith.
</TABLE>
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EXHIBIT 99.1
LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following sets forth unaudited pro forma condensed consolidated
financial information for Lamar Advertising Company ("Lamar"). The unaudited pro
forma condensed consolidated statement of operations for the nine months ended
September 30, 1999 gives effect to the acquisition of Chancellor Outdoor as if
the transaction had occurred at the beginning of the period.
For purposes of the pro forma financial information, the statement of
operations of Lamar for the nine month period ended September 30, 1999 has been
combined with the statement of operations of Chancellor Outdoor for the period
from January 1, 1999 to September 15, 1999.
The unaudited pro forma condensed consolidated financial statements
give effect to the acquisitions under the purchase method of accounting. The pro
forma adjustments are described in the accompanying notes and are based on
preliminary estimates and certain assumptions that management of Lamar believes
reasonable under the circumstances.
The unaudited pro forma condensed consolidated financial statements
have been prepared by Lamar's management. The unaudited pro forma data are not
designed to represent and do not represent what the Lamar's results of
operations or financial position would have been had the aforementioned
acquisition been completed on or as of the dates assumed, and are not intended
to project the Lamar 's results of operations for any future period or as of any
future date. The unaudited pro forma condensed consolidated financial statements
should be read in conjunction with the audited and unaudited consolidated
financial statements and notes of Lamar, Chancellor Outdoor, Martin Media,
Martin & Macfarlane, Inc., Whiteco and Outdoor Communications, Inc., included in
the Current Report on Form 8-K filed by Lamar Advertising Company on July 7,
1999 as supplemented by the Current Report on Form 8-K filed on November 23,
1999.
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LAMAR ADVERTISING COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1999
(dollars in thousands, except share and per share data)
<TABLE>
<CAPTION>
PRO FORMA
CHANCELLOR ACQUISITION COMBINED
LAMAR OUTDOOR ADJUSTMENTS AS ADJUSTED
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues, net $ 294,614 $ 156,627 $ (4,141)(4) $ 447,100
------------ ------------ ------------ ------------
Direct advertising expenses 93,481 84,583 (2,035)(4) 176,029
General and administrative expenses 64,025 6,835 -- 70,860
Depreciation and amortization 104,951 94,062 10,812(1) 209,825
------------ ------------ ------------ ------------
262,457 185,480 8,777 456,714
------------ ------------ ------------ ------------
Operating income 32,157 (28,853) (12,918) (9,614)
------------ ------------ ------------ ------------
Other expense (income):
Interest income (1,067) -- -- (1,067)
Interest expense 57,471 171 23,440(2) 81,082
Loss on disposition of assets (5,666) -- -- (5,666)
Other expenses -- 3,101 -- 3,101
------------ ------------ ------------ ------------
50,738 3,272 23,440 77,450
------------ ------------ ------------ ------------
Loss before income taxes, cumulative effect of an
accounting change and extraordinary item (18,581) (32,125) (36,358) (87,064)
Income tax benefit (362) (11,777) (13,011)(3) (25,150)
------------ ------------ ------------ ------------
Loss before extraordinary item and accounting
change $ (18,219) $ (20,348) $ (23,347) $ (61,914)
============ ============ ============ ============
Loss before extraordinary item and accounting
change per common share $ (0.30) $ (0.71)
============ ============
Weighted average number of shares outstanding 62,792,352 24,786,214 87,578,566
============ ============ ============
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<TABLE>
<S> <C>
For purposes of determining the pro forma effect of the Chancellor Outdoor
acquisition on the Company's Condensed Consolidated Statements of Operations for
the nine months ended September 30, 1999, the following adjustments have been
made:
09/30/99
--------------------
(1) To record incremental amortization and depreciation due to the application
of purchase accounting. Depreciation and amortization are calculated using
accelerated and straight line methods over the estimated useful lives of
the assets generally from 5-15 years. 10,812
====================
(2) To eliminate historical interest expense in Chancellor Outdoor's adjusted
combined financial statements and record interest expense related to the
debt acquired and incurred in the acquisition. (A difference of .125% in
the rate of interest would have changed income by $397 for the nine months
ended September 30, 1999)
Historical interest expense (171)
Interest expense on debt acquired 23,611
--------------------
23,440
====================
(3) To record the tax effect of acquisition adjustments (13,011)
====================
(4) To record the effect on net revenues and direct and general and
administrative expenses of the Chancellor Outdoor divestiture required by
the Department of Justice in May 1999 and the divestiture required by the
Department of Justice as a condition of this Stock Purchase
Net revenues (4,141)
====================
Direct advertising expenses (2,035)
====================
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