<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-48288
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 2, 2000)
4,500,000 Shares
Lamar Advertising Company
CLASS A COMMON STOCK
------------------------
LAMAR IS OFFERING 4,500,000 SHARES OF ITS CLASS A COMMON STOCK.
------------------------
OUR CLASS A COMMON STOCK IS TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE
SYMBOL "LAMR." ON NOVEMBER 15, 2000, THE REPORTED LAST SALE PRICE OF THE CLASS A
COMMON STOCK ON THE NASDAQ NATIONAL MARKET WAS $47 13/16 PER SHARE.
WE HAVE TWO CLASSES 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. A PARTNERSHIP CONTROLLED BY OUR CHIEF EXECUTIVE OFFICER IS THE
BENEFICIAL OWNER OF ALL THE OUTSTANDING SHARES OF CLASS B COMMON STOCK,
REPRESENTING APPROXIMATELY 69% OF THE TOTAL VOTING POWER OF OUR COMMON STOCK.
------------------------
INVESTING IN THE CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 5 OF THE PROSPECTUS.
------------------------
PRICE $45 A SHARE
------------------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS LAMAR
------------ ------------- ------------
<S> <C> <C> <C>
Per Share.................................. $45.000 $.875 $44.125
Total...................................... $202,500,000 $3,937,500 $198,562,500
</TABLE>
Lamar has granted the underwriter the right to purchase up to an additional
675,000 shares of Class A common stock to cover over-allotments.
The Securities and Exchange Commission and state securities regulators have not
approved or disapproved of these securities, or determined if this prospectus
supplement or the prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
Morgan Stanley & Co. Incorporated expects to deliver the shares of Class A
common stock to purchasers on November 20, 2000.
------------------------
MORGAN STANLEY DEAN WITTER
November 15, 2000
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT PAGE
--------------------- ----
<S> <C>
Prospectus Supplement Summary.......... S-3
The Offering........................... S-6
Selected Historical Financial
Information.......................... S-7
Use of Proceeds........................ S-9
Capitalization......................... S-10
Price Range of Class A Common Stock.... S-11
Dividend Policy........................ S-11
Underwriter............................ S-12
Legal Matters.......................... S-13
</TABLE>
<TABLE>
<CAPTION>
PROSPECTUS PAGE
---------- ----
<S> <C>
Where You Can Find More Information.... 3
Business of Lamar...................... 4
Note Regarding Forward-Looking
Statements........................... 4
Risk Factors........................... 5
Use of Proceeds........................ 10
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends............ 10
Description of Debt Securities......... 11
Description of Preferred Stock......... 19
Description of Lamar Class A Common
Stock................................ 21
Description of Warrants................ 22
Plan of Distribution................... 24
Legal Matters.......................... 25
Experts................................ 25
</TABLE>
ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone to provide information different from that contained or
incorporated by reference in this prospectus supplement or the prospectus.
Neither the delivery of this prospectus supplement nor sale of Class A common
stock means that information contained or incorporated by reference in this
prospectus supplement or the prospectus 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 these shares of Class A common stock in any
circumstance under which the offer or solicitation is unlawful.
S-2
<PAGE> 3
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained elsewhere or incorporated by
reference in this prospectus supplement and the prospectus. This summary may not
contain all of the information that you should consider before deciding to
invest in Lamar Class A common stock. You should read this entire prospectus
supplement and the prospectus carefully, including the "Risk Factors" section,
the financial statements and the notes to those statements, and the documents
incorporated by reference in this prospectus supplement and the prospectus.
Unless otherwise indicated, all information in this prospectus supplement
assumes no exercise of the underwriter's over-allotment option.
LAMAR ADVERTISING COMPANY
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 strategy is to be the leading provider of outdoor advertising in the
markets we serve. We have focused historically on providing a full range of
outdoor advertising services in middle markets. Important elements of our
strategy are our decentralized management structure and our focus on providing
high quality local sales and service. In order to be more responsive to local
market demands, we offer a full complement of outdoor advertising services
coupled with local production facilities, management and account executives
through our local offices. Local advertising constituted approximately 86% of
our outdoor advertising net revenues in calendar 1999, which our management
believes is higher than the industry average. While maintaining our local focus,
we seek to expand our operations within existing and contiguous markets. We also
pursue expansion opportunities, including acquisitions, in additional markets.
In the logo sign business, our strategy is to maintain our position as the
largest operator of logo signs in the United States by pursuing new service
contracts for logo signs and, potentially, through acquisitions. We may also
pursue expansion opportunities in transit and other out-of-home media if we
believe we can leverage our management skills and market position.
We believe that the experience of our senior and local managers has
contributed greatly to our success. Our regional managers have been with us, on
average, for 22 years. We emphasize decentralized local management of operations
with centralized support and financial and accounting controls. As a result of
this local operating focus, we maintain an extensive local presence within our
markets and, as of September 30, 2000, employed a total of 636 local account
executives. Local account executives are typically supported by additional local
staff and have the ability to draw upon the resources of the central office and
offices in other markets in the event that business opportunities or customers'
needs support such allocation of resources.
Our principal executive offices are located at 5551 Corporate Boulevard,
Baton Rouge, Louisiana 70808 and our telephone number is (225) 926-1000.
S-3
<PAGE> 4
RECENT DEVELOPMENTS
COMPLETED ACQUISITIONS
From January 1, 2000 to September 30, 2000, we completed 71 acquisitions of
complementary outdoor advertising assets, for an aggregate price of
approximately $488 million. These acquisitions included approximately 15,400
displays. We expect that these acquisitions will allow us to take advantage of
operating efficiencies and cross-market sales opportunities.
The Aztec Acquisition
On January 14, 2000, we purchased all of the outstanding stock of Aztec
Group Inc. for $34.5 million. The purchase price consisted of approximately $5.3
million in cash and the issuance of 481,481 shares of our Class A common stock
with a value of approximately $29.2 million.
Northeast Region Acquisition
On March 31, 2000, we purchased the assets of an outdoor company in our
Northeastern Region for a cash purchase price of $33.6 million.
Outdoor West Acquisition
Effective on May 1, 2000, we purchased all of the outstanding common stock
of Outdoor West, Inc. for a total cash purchase price of approximately $39.2
million.
Advantage Outdoor Acquisition
On May 24, 2000, we purchased all of the outstanding common stock of
Advantage Outdoor Company, Inc. for a cash purchase price of approximately $76.9
million and the issuance of 2,300,000 shares of our Class A common stock valued
at approximately $92.8 million.
Tyler Media Group Acquisition
On July 1, 2000, we purchased the stock of Tyler Media Group, Inc. for a
purchase price of approximately $32.4 million. The purchase price consisted of
approximately $5.9 million cash and the issuance of 611,764 shares of our Class
A common stock valued at approximately $26.5 million.
Root Outdoor Acquisition
On July 21, 2000, we purchased the assets of Root Outdoor Advertising, Inc.
for a total cash purchase price of approximately $41.1 million.
Other Acquisitions
During the nine months ended September 30, 2000, we completed 66 additional
acquisitions of outdoor advertising assets for a total purchase price of
approximately $137.9 million. The purchase price included the issuance of
674,491 shares of our Class A common stock valued at approximately $29.8
million.
S-4
<PAGE> 5
PENDING ACQUISITIONS
As of September 30, 2000, we have entered into agreements relating to
several other acquisitions that are pending. If we complete all of these
acquisitions, we will acquire approximately 6,200 outdoor advertising displays
for an aggregate purchase price of approximately $119 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.
S-5
<PAGE> 6
THE OFFERING
Class A common stock
offered....................... 4,500,000 shares(1)
Common stock to be outstanding
after the offering.......... 79,894,510 shares of Class A common stock(1)(2)
17,000,000 shares of Class B common stock
---------------------------------------------
96,894,510 total shares of common stock(1)(2)
---------------------------------------------
---------------------------------------------
Over-allotment option......... 675,000 shares
Use of proceeds............... For general corporate purposes, including
repayment of outstanding debt. See "Use of
Proceeds" on page S-9.
Voting rights................. The holders of the Class A common stock and the
holders of the Class B common stock vote
together as a single class (except as may be
otherwise required by Delaware law), with each
share of Class A common stock entitled to one
vote and each share of Class B common stock
entitled to ten votes. Each share of Class B
common stock converts automatically into one
share of Class A common stock upon the sale or
other transfer to a person or entity other than
a Permitted Transferee (as defined under
"Description of Lamar Class A Common
Stock--Voting Rights; Conversion of Class B
Common Stock" on page 21 in the prospectus).
The Class A common stock and the Class B common
stock otherwise have identical rights.
Nasdaq National Market
Symbol........................ LAMR
------------
(1) This number assumes no exercise of the over-allotment option.
(2) This number does not include 2,826,222 shares of Class A common stock that
we may issue on exercise of outstanding options granted pursuant to our 1996
equity incentive plan.
S-6
<PAGE> 7
SELECTED HISTORICAL FINANCIAL INFORMATION
The table below presents selected historical consolidated statement of
operations and balance sheet data of Lamar Advertising Company and our
subsidiaries. We derived this information from audited financial statements for
the years ended October 31, 1995 through October 31, 1996 and December 31, 1997
through December 31, 1999 and from unaudited financial statements for the nine
months ended September 30, 1999 and September 30, 2000. Effective January 1,
1997, we changed our fiscal year from a twelve-month period ending October 31 to
a twelve-month period ending December 31.
In our opinion, the unaudited information for the nine months ended
September 30, 1999 and 2000 reflects all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the results of operations and
financial condition. Results from interim periods should not be considered
indicative of results for any other periods or for the year. This information is
only a summary. You should read it in conjunction with Lamar's historical
financial statements and related notes and the "Management's Discussion and
Analysis of Financial Condition and Results of Operations," which are
incorporated by reference. Please see "Where You Can Find More Information" on
page 3 of the prospectus.
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
OCTOBER 31, YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------- --------------------------------- ---------------------
1995 1996 1997 1998 1999 1999 2000
-------- -------- --------- --------- --------- --------- ---------
(IN THOUSANDS, (UNAUDITED)
EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net revenues............................... $102,408 $120,602 $ 201,062 $ 288,588 $ 444,135 $ 294,614 $ 509,026
Operating expenses:
Direct advertising expenses.............. 34,386 41,184 63,390 92,849 143,090 93,481 162,176
General and administrative expenses...... 27,057 29,466 45,368 60,935 94,372 64,025 103,213
Depreciation and amortization............ 15,597 16,712 48,317 88,791 177,138 104,951 231,533
-------- -------- --------- --------- --------- --------- ---------
Total operating expenses........... 77,040 87,362 157,075 242,575 414,600 262,457 496,922
-------- -------- --------- --------- --------- --------- ---------
Operating income........................... 25,368 33,240 43,987 46,013 29,535 32,157 12,104
-------- -------- --------- --------- --------- --------- ---------
Other expense (income):
Interest income.......................... (199) (240) (1,723) (762) (1,421) (1,067) (968)
Interest expense......................... 15,783 15,441 38,230 60,008 89,619 57,471 109,186
Loss (gain) on disposition of assets..... 1,476 91 (15) (1,152) (5,481) (5,666) (274)
-------- -------- --------- --------- --------- --------- ---------
Total other expense................ 17,060 15,292 36,492 58,094 82,717 50,738 107,944
-------- -------- --------- --------- --------- --------- ---------
Earnings (loss) before income taxes,
extraordinary item and cumulative effect
of an accounting change.................. 8,308 17,948 7,495 (12,081) (53,182) (18,581) (95,840)
Income tax expense (benefit)............... (2,390) 7,099 4,654 (191) (9,596) (362) (26,959)
-------- -------- --------- --------- --------- --------- ---------
Earnings (loss) before extraordinary item
and cumulative effect of an accounting
change................................... 10,698 10,849 2,841 (11,890) (43,586) (18,219) (68,881)
Extraordinary loss on debt
extinguishment........................... -- -- -- -- (182) (182) --
-------- -------- --------- --------- --------- --------- ---------
Earnings (loss) before cumulative effect of
an accounting change..................... 10,698 10,849 2,841 (11,890) (43,768) (18,401) (68,881)
Cumulative effect of an accounting
change................................... -- -- -- -- (767) (767) --
-------- -------- --------- --------- --------- --------- ---------
Net earnings (loss)........................ 10,698 10,849 2,841 (11,890) (44,535) (19,168) (68,881)
Preferred stock dividends.................. -- (365) (365) (365) (365) (365) (273)
-------- -------- --------- --------- --------- --------- ---------
Net earnings (loss) applicable to common
stock.................................... $ 10,698 $ 10,484 $ 2,476 $ (12,255) $ (44,900) $ (19,533) $ (69,154)
======== ======== ========= ========= ========= ========= =========
</TABLE>
S-7
<PAGE> 8
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
OCTOBER 31, YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------- --------------------------------- ---------------------
1995 1996 1997 1998 1999 1999 2000
-------- -------- --------- --------- --------- --------- ---------
(IN THOUSANDS, (UNAUDITED)
EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings (loss) per common share--basic and
diluted:
Earnings (loss) before extraordinary item
and accounting change(1)............... $ .21 $ .25 $ .05 $ (.24) $ (.64) $ (.30) $ (.77)
-------- -------- --------- --------- --------- --------- ---------
Extraordinary loss on debt
extinguishment(1)...................... -- -- -- -- -- -- --
-------- -------- --------- --------- --------- --------- ---------
Cumulative effect of a change in accounting
principle(1)............................. $ -- $ -- $ -- $ -- $ (.01) $ (.01) $ --
-------- -------- --------- --------- --------- --------- ---------
Net earnings (loss)(1)..................... $ .21 $ .25 $ .05 $ (.24) $ (.65) $ (.31) $ (.77)
-------- -------- --------- --------- --------- --------- ---------
</TABLE>
<TABLE>
<CAPTION>
OTHER DATA:
<S> <C> <C> <C> <C> <C> <C> <C>
EBITDA(2).................................. $ 40,965 $ 49,952 $ 92,304 $ 134,804 $ 206,673 $ 137,108 $ 243,637
EBITDA margin.............................. 40% 41% 46% 47% 47% 47% 48%
Cash flows from operating activities(3).... $ 25,065 $ 32,493 $ 45,783 $ 72,498 $ 110,551 $ 65,311 $ 115,468
Cash flows from investing activities(3).... $(17,817) $(48,124) $(370,228) $(535,217) $(950,650) $(882,760) $(378,097)
Cash flows from financing activities(3).... $ (9,378) $ 18,175 $ 250,684 $ 584,070 $ 719,903 $ 699,630 $ 260,904
</TABLE>
<TABLE>
<CAPTION>
AS OF OCTOBER 31, AS OF DECEMBER 31, AS OF SEPTEMBER 30, 2000
------------------- ---------------------------------- -----------------------------
1995 1996 1997 1998 1999 ACTUAL AS ADJUSTED(4)
-------- -------- -------- ---------- ---------- ---------- ----------------
(IN THOUSANDS) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents........... $ 5,886 $ 8,430 $ 7,246 $ 128,597 $ 8,401 $ 6,676 $ 68,076
Working capital..................... 1,737 1,540 18,662 94,221 40,787 45,340 106,740
Total assets........................ 133,885 173,189 651,336 1,413,377 3,206,945 3,611,253 3,672,653
Long term debt (including current
maturities)....................... 146,051 131,955 539,200 876,532 1,615,781 1,875,657 1,738,657
Total long-term obligations......... 143,944 130,211 551,865 857,760 1,730,710 1,998,488 1,861,488
Stockholders' equity (deficit)...... (28,154) 19,041 68,713 466,779 1,391,529 1,508,495 1,706,895
</TABLE>
------------
(1) After giving effect to the three-for-two split of our Class A and Class B
common stock effective in February 1998.
(2) "EBITDA" is defined as operating income before depreciation and
amortization. It represents a measure which management believes is
customarily used to evaluate the financial performance of companies in the
media industry. However, EBITDA is not a measure of financial performance
under generally accepted accounting principles and should not be considered
an alternative to operating income or net earnings as an indicator of our
operating performance or to net cash provided by operating activities as a
measure of our liquidity.
(3) Cash flows from operating, investing and financing activities are obtained
from our consolidated statements of cash flows prepared in accordance with
generally accepted accounting principles.
(4) As adjusted to give effect to our sale of 4,500,000 shares of Class A common
stock in this offering, after deducting underwriting discounts and
commissions and estimated offering expenses.
S-8
<PAGE> 9
USE OF PROCEEDS
We estimate that the net proceeds we will receive from the sale of
4,500,000 shares of Class A common stock will be approximately $198.4 million
after deducting the underwriting discount and estimated fees and expenses. If
the underwriter exercises its over-allotment option in full, we estimate that
the net proceeds will be approximately $228.2 million.
We intend to use the net proceeds for general corporate purposes, including
the repayment of amounts currently outstanding under our bank credit facility.
Of this amount, $130.0 million will be applied to the outstanding balance of our
revolving credit facility and will increase the amount available for borrowing
under that facility. The remaining $68.4 million will be used to fund
acquisitions and for working capital purposes. Pending these uses, we intend to
invest the balance of the net proceeds of this offering in short-term investment
grade securities. Borrowings under our credit facility bear interest computed as
a margin over either the Chase Prime Rate or LIBOR. LIBOR is the London
Interbank Offered Rate, a commonly used reference for variable interest rates.
The margins range from 0 to 75 basis points over the Chase Rate and from 100 to
200 basis points over LIBOR, depending on our current ratio of debt to EBITDA
for the preceding twelve months.
S-9
<PAGE> 10
CAPITALIZATION
The following table sets forth our capitalization (1) as of September 30,
2000 and (2) as adjusted for the sale of shares of Class A common stock after
deducting the underwriter's discounts and commissions and estimated offering
expenses payable by us.
You should read this table with the financial statements and notes thereto
incorporated by reference into the prospectus.
<TABLE>
<CAPTION>
AS OF SEPTEMBER 30, 2000
-------------------------
ACTUAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash and cash equivalents................................... $ 6,676 $ 68,076
========== ==========
Current maturities of long-term debt........................ 34,675 34,675
---------- ----------
Total current debt................................ 34,675 34,675
Long-term debt, less current maturities:
Bank Term Loan Facility................................... 627,000 627,000
Bank Incremental Loan Facility............................ 243,250 243,250
Bank revolving credit facility............................ 137,000 --
11% Senior Secured Notes.................................. 1,172 1,172
8 5/8% Senior Subordinated Notes.......................... 198,961 198,961
9 5/8% Senior Subordinated Notes.......................... 255,000 255,000
9 1/4% Senior Subordinated Notes.......................... 74,073 74,073
5.25% Convertible Notes................................... 287,500 287,500
Other long-term debt...................................... 5,193 5,193
Ten-year subordinated notes............................... 11,833 11,833
---------- ----------
Total long-term debt, less current maturities..... 1,840,982 1,703,982
Stockholders' equity:
Class A Preferred Stock, $638 par value, 10,000 shares
authorized, no shares issued and outstanding........... -- --
Series AA Preferred Stock, $0.001 par value, 5,720 shares
authorized, 5,719.49 issued and outstanding............ -- --
Class A Common Stock, $0.001 par value, 175,000,000 shares
authorized, 75,386,851 actual shares issued and
outstanding, 79,886,851 issued and outstanding, as
adjusted............................................... 75 80
Class B Common Stock, $0.001 par value, 37,500,000 shares
authorized, 17,000,000 actual shares issued and
outstanding, 17,000,000 issued and outstanding, as
adjusted............................................... 17 17
Additional paid-in capital................................ 1,665,032 1,863,427
Accumulated deficit....................................... (156,629) (156,629)
---------- ----------
Total stockholders' equity........................ 1,508,495 1,706,895
---------- ----------
Total capitalization.............................. $3,384,152 $3,445,552
========== ==========
</TABLE>
S-10
<PAGE> 11
PRICE RANGE OF CLASS A COMMON STOCK
Our Class A common stock is traded on the Nasdaq National Market under the
symbol "LAMR." The last reported closing sales price of our Class A common stock
on the Nasdaq National Market was $47.8125 per share on November 15, 2000. As of
November 10, 2000, we had approximately 210 holders of record. The following
table shows the high and low sales prices per share of our Class A common stock
for the periods indicated (as adjusted for our three-for-two stock split
effected on February 26, 1998).
<TABLE>
<CAPTION>
PRICE OF CLASS A
COMMON STOCK
--------------------
HIGH LOW
------ ------
<S> <C> <C>
1998
First Quarter............................................. $38.50 $24.42
Second Quarter............................................ 36.75 29.25
Third Quarter............................................. 41.50 24.50
Fourth Quarter............................................ 39.25 19.25
1999
First Quarter............................................. $41.63 $32.25
Second Quarter............................................ 43.00 27.75
Third Quarter............................................. 50.69 35.25
Four Quarter.............................................. 64.50 44.63
2000
First Quarter............................................. $70.25 $40.13
Second Quarter............................................ 50.38 36.50
Third Quarter............................................. 50.75 37.63
Fourth Quarter (through November 15, 2000)................ 49.00 36.00
</TABLE>
DIVIDEND POLICY
We have not paid any cash dividends on our Class A common stock since our
inception. We currently do not intend to pay any cash dividends on our Class A
common stock in the foreseeable future, but intend to retain all earnings, if
any, for use in our business operations.
S-11
<PAGE> 12
UNDERWRITER
Under the terms and subject to the conditions contained in an underwriting
agreement dated November 15, 2000, Morgan Stanley & Co. Incorporated as the
underwriter has agreed to purchase, and we have agreed to sell to it, 4,500,000
shares of our Class A common stock.
The underwriter is offering the shares of Class A common stock subject to
its acceptance of the shares from us and subject to prior sale. The underwriting
agreement provides that the obligation of the underwriter to pay for and accept
delivery of the shares of Class A common stock offered by this prospectus
supplement is subject to the approval of certain legal matters by its counsel
and to certain other conditions. The underwriter is obligated to take and pay
for all of the shares of Class A common stock offered by this prospectus
supplement, other than those covered by the underwriter's over-allotment
described below, if any such shares are taken.
The underwriter initially proposes to offer the shares of Class A common
stock directly to the public at the public offering price set forth on the cover
page hereof. After the initial offering of the shares of common stock, the
offering price and other selling terms may from time to time be varied by the
underwriter.
In connection with the sale of the shares of Class A common stock, the
underwriter will receive compensation in the form of commissions or discounts
and may receive compensation from purchasers of the shares of Class A common
stock for whom they may act as agent or to whom they may sell as principal in
the form of commissions or discounts, in each case in amounts which will not
exceed those customary in the types of transactions involved.
Pursuant to the underwriting agreement, we have granted to the underwriter
an option, exercisable for 30 days from the date of this prospectus supplement,
to purchase up to an aggregate of 675,000 additional shares of Class A common
stock at the public offering price set forth on the cover page hereof, less
underwriting discounts and commissions. The underwriter may exercise such option
solely for the purpose of covering over-allotments, if any, made in connection
with the offering of the shares of Class A common stock offered by this
prospectus supplement. To the extent such option is exercised, the underwriter
will become obligated, subject to certain conditions, to purchase such
additional shares of Class A common stock. If the underwriter's option is
exercised in full, the total price to the public would be $232,875,000, the
total underwriter's discount and commissions would be $4,528,125 and total
proceeds to us would be $228,346,875.
The company, and directors, executive officers and stockholders holding
approximately 18,094,616 shares of our common stock have agreed that, without
the prior written consent of Morgan Stanley & Co. Incorporated, they will not,
during the period ending 90 days after the date of this prospectus supplement,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any shares of Class A common stock or any securities convertible
into or exercisable or exchangeable for Class A common stock or (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of the Class A common stock,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Class A common stock or such other securities, in cash or
otherwise. The restrictions described in this paragraph do not apply to (a) the
sale of shares of Class A common stock to the underwriter, (b) the issuance of
shares of
S-12
<PAGE> 13
Class A common stock in connection with pending acquisitions or otherwise as
consideration for the acquisition of additional outdoor advertising or logo sign
assets, (c) the issuance by us of shares of Class A common stock upon the
exercise of an option or a warrant or the conversion of a security outstanding
on the date of this prospectus supplement and disclosed in our filings under the
Exchange Act or the issuance of shares of Class A common stock pursuant to the
Company's 2000 Employee Stock Purchase Plan, (d) transactions by any person
other than us relating to shares of Class A common stock or other securities
acquired in open market transactions after the completion of the offering of the
shares of Class A common stock, (e) bona fide gifts or distributions without
consideration to individuals who agree to be bound by the lockup agreement and
for which no filing under Section 16(a) of the Securities Act of 1934 is
required, or voluntarily made, during the 90-day period referenced above or (f)
certain transfers which occur by operation of law.
In order to facilitate the offering of the Class A common stock, the
underwriter may engage in transactions that stabilize, maintain or otherwise
affect the price of the Class A common stock. Specifically, the underwriter may
over-allot in connection with the offering, creating a short position in the
Class A common stock for its own account. In addition, to cover over-allotments
or to stabilize the price of the Class A common stock, the underwriter may bid
for, and purchase, shares of Class A common stock in the open market. Finally,
the underwriting syndicate may reclaim selling concessions allowed to an
underwriter or a dealer for distributing the common stock in the offering, if
the syndicate repurchase previously distributed common stock in transactions to
cover syndicate short positions, in stabilization transactions or otherwise. Any
of these activities may maintain the market price of the Class A common stock
above independent market levels. The underwriter is not required to engage in
these activities, and may end these activities at any time.
The Company and the underwriter have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act of 1933.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar, is giving
Lamar an opinion on the validity of the shares covered by this prospectus
supplement. Certain matters will be passed upon for the underwriter by
Chadbourne & Parke LLP, New York, New York.
S-13
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