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As filed with the Securities and Exchange Commission on September 8, 2000.
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 72-1205791
(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)
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KEVIN P. REILLY, JR.
Chairman, President and 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
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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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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, please check the following box and list
the Securities Act registration statement 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 statement 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. [ ]
<PAGE> 2
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering price Amount of
to be registered registered share(1) (1) registration fee
--------------------------------- ------------ ------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Class A common stock, $0.001 par
value per share 26,227,273 shares $42.19 $1,106,528,647.87 $292,123.56
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) and based upon the high and low prices on
September 7, 2000 as reported on the Nasdaq National Market.
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.
<PAGE> 3
PROSPECTUS
Subject to Completion
Dated September 8, 2000
LAMAR ADVERTISING COMPANY
26,227,273 Shares
Class A Common Stock
This prospectus relates to the public offering of up to 26,227,273
shares of Lamar Advertising Company Class A common stock by one of our
stockholders of shares issued in connection with our acquisition of the outdoor
advertising businesses of Chancellor Media Outdoor Corporation and Chancellor
Media Whiteco Corporation.
These shares may be offered and sold by the selling stockholder
identified on page 10 from time to time in open-market or privately-negotiated
transactions. These transactions may involve underwriters or broker-dealers.
We will not receive any of the proceeds from the sale of the shares
covered by this prospectus.
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.
Our Class A common stock trades on the Nasdaq National Market under the
symbol "LAMR." On September 7, 2000, the last reported per share sale price of
our Class A common stock was $42.00.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING 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 SEPTEMBER___, 2000.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Business of Lamar.................................................................................................3
Recent Developments...............................................................................................3
Risk Factors......................................................................................................4
Note Regarding Forward-Looking Statements.........................................................................9
Selling Stockholders.............................................................................................10
Plan of Distribution.............................................................................................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 July 31, 2000, we
operated approximately 128,800 displays in 42 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 July 31, 2000, we maintained over 87,300
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 July 31, 2000, we completed 58 acquisitions of
complementary outdoor advertising assets, for an aggregate price of
approximately $469 million. These acquisitions included approximately 15,000
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 4,500 outdoor advertising displays for an aggregate purchase price
of approximately $69 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 THE SHARES COVERED BY THIS PROSPECTUS COULD CAUSE
THE MARKET PRICE OF CLASS A COMMON STOCK TO DECLINE.
The shares of Class A common stock covered by this prospectus represent
approximately 35.0% of our Class A common stock and 28.6 % of all our
outstanding common stock as of July 31, 2000. These shares must be disposed of
by their current owner, a wholly-owned subsidiary of Clear Channel
Communications, Inc., 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 July 31, 2000, Lamar Advertising Company had
approximately $288 million of convertible notes outstanding. At July 31, 2000,
Lamar Media had approximately $1,599 million of debt outstanding consisting of
approximately $1,047 million in bank debt, $541 million in various series of
senior subordinated notes of Lamar Media and $11 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 July 31, 2000, we had approximately $202
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 July 31,
2000, we completed 58 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 growing portion of our revenues and operating income come from our
state-awarded service contracts for logo signs. We cannot predict what remaining
states, if any, will start logo sign programs or convert state-run logo sign
programs to privately operated programs. We compete with many other parties for
new state-awarded service contracts for logo signs. Even when we are awarded a
contract, the award may be challenged under state contract bidding requirements.
If an award is challenged, we may incur delays and litigation costs.
Generally, state-awarded logo sign contracts have a term, including
renewal options, of ten to twenty years. States may terminate a contract early,
but in most cases must pay compensation to the logo sign provider for early
termination. Typically, at the end of the term of the contract, ownership of the
structures is transferred to the state without compensation to the logo sign
provider. Of our 20 logo sign contracts in place at July 31, 2000, two are
subject to renewal in October 2000 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 July
31, 2000 this partnership beneficially owned all of the outstanding shares of
Class B common stock, which shares represented approximately 69.0 % total voting
power of the Lamar Advertising common stock as of July 31, 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.
Certain provisions of Lamar Advertising's certificate of incorporation
and by-laws may discourage a third party from offering to purchase Lamar
Advertising. These provisions, therefore, inhibit actions that would result in a
change in control of Lamar Advertising. Some of these actions would otherwise
give the holders of the Class A common stock 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, those relating to: (1) our 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 these acquisitions; (4) the
continued popularity of outdoor advertising; (5) the regulation of the outdoor
advertising industry; (6) the risks and uncertainties described under the
caption "Risk Factors" and (7) other factors described in the reports on Forms
10-K and 10-Q that we file from time to time with the SEC. The forward-looking
statements contained in this prospectus speak only as of the date of this
prospectus.
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SELLING STOCKHOLDERS
We issued the shares covered by this prospectus to subsidiaries of AMFM
Inc. in connection with our acquisition of the outdoor advertising business of
Chancellor Media Outdoor Corporation and Chancellor Media Whiteco Corporation
and agreed to register the shares. On August 30, 2000, AMFM Inc. was merged with
Clear Channel Communications, Inc. All of the shares covered by this prospectus
are currently held by AMFM Operating, Inc., a wholly-owned subsidiary of Clear
Channel. The following table sets forth the name and number of shares of Class A
common stock owned by the selling stockholder as of September 6, 2000, all of
which may be offered by this prospectus. As of September 6, 2000, there were
approximately 75,018,411 shares of Class A common stock outstanding.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING AND BEING
NAME OF SELLING STOCKHOLDER REGISTERED FOR SALE
--------------------------- ---------------------------
Number Percent
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<S> <C> <C>
AMFM Operating, Inc. 26,227,273 35.0%
</TABLE>
All of the shares covered by this prospectus must be disposed of 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
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.
In connection with the acquisition of the Chancellor outdoor
advertising business, we granted AMFM the right to designate two members of our
board of directors and we agreed not to take certain actions without their
approval. As part of the consent decree, Thomas Hicks and Steven Hicks have
resigned from our board and all of its committees effective August 30, 2000 and
Clear Channel does not have the right to designate board members. In accordance
with the consent decree, as well as agreements with us, Clear Channel must treat
the shares covered by this prospectus as a passive investment. Clear Channel may
not, among other things, vote the shares in a manner inconsistent with the vote
of all other holders of Class A common stock not held by them, exercise any veto
rights with regard to our business, or obtain any non-public financial or
business information with respect to us. These restrictions do not apply to any
purchaser of the shares that is unaffiliated with Clear Channel. Except as
described above, neither the selling stockholder, nor any of its affiliates, has
held any position or office with, been employed by or otherwise had a material
relationship with, Lamar Advertising or any of our predecessors or affiliates
other than as a stockholder.
Any person who receives shares from a selling stockholder as a gift or
in connection with a pledge may sell up to 500 of such shares using this
prospectus.
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PLAN OF DISTRIBUTION
As used in this prospectus, "selling stockholders" includes donees,
pledgees, permitted transferees and other permitted successors-in-interest
selling shares received from a selling stockholder as a gift, pledge,
partnership distribution or other non-sale related transfer after the date of
this prospectus. If we are notified by a donee, pledgee, transferee or other
successor-in-interest that it intends to sell more than 500 shares, a supplement
to this prospectus will be filed. The selling stockholders may sell the shares
of Class A common stock covered by this prospectus from time to time:
o in the over-the-counter market,
o on any exchange or automated quotation system where the Class
A common stock is then listed,
o with broker-dealers or third-parties other than in the
over-the-counter market or on an exchange or automated
quotation system (including in block sales);
o in connection with a firmly underwritten offering;
o in connection with the exercise, exchange or conversion of
derivative securities of Class A common stock issued by the
selling stockholder;
o in privately-negotiated transactions;
o in connection with short sales;
o in connection with writing call options or in other hedging
arrangements;
o or in transactions involving a combination of these methods.
The selling stockholders may also sell shares under Rule 144 or Section
4(1) of the Securities Act, to the extent available, rather than pursuant to
this prospectus.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices.
The selling stockholders may use broker-dealers, agents or underwriters
to sell their shares. Broker-dealers, agents or underwriters engaged by the
selling stockholders may use broker-dealers to sell the shares. If this happens,
the broker-dealers, agents or underwriters may receive compensation in the form
of discounts or commissions from the selling stockholders, purchasers of shares
or both (which compensation to a particular broker might be in excess of
customary compensation).
The selling stockholder and any broker-dealers, agents or underwriters
that participate with the selling stockholder in the distribution of the shares
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933. Any commissions paid or any discounts or concessions allowed to any of
these persons, and any profits received on the resale of the shares of Class A
common stock offered by this prospectus, may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933.
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in those jurisdictions
only through registered or licensed broker-dealers.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of the shares of Class A
common stock covered by this prospectus may be limited in its ability to engage
in market activities with respect to the Class A common stock. The selling
stockholder, for example, will be subject to applicable provisions of the
Securities Exchange Act of 1934 and the rules and regulations under it, which
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may limit the timing of purchases and sales of any shares of Class A common
stock by the selling stockholder. The restrictions may affect the marketability
of the shares offered by this prospectus.
We have agreed to keep the registration statement of which this
prospectus is a part effective until December 31, 2002 or, if sooner, until all
of the shares covered by this prospectus are sold.
The selling stockholders have agreed to pay and to reimburse us for the
expenses of the offering and sale of the shares covered by this prospectus,
including the printing, legal and accounting expenses we incur and the
registration and filing fees imposed by the SEC or the Nasdaq National Market.
To the extent required, we will amend or supplement this prospectus to
disclose material arrangements regarding the plan of distribution.
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
12
<PAGE> 15
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.
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
The following is an estimate of the fees and expenses, other than
underwriting discounts and commissions, payable or reimbursable by the selling
stockholders in connection with the issuance and distribution of the offered
securities offered by this prospectus.
<TABLE>
<S> <C>
SEC registration fee $ 292,124
Legal fees and expenses 15,000
Accounting fees and expenses 25,000
Miscellaneous 7,876
----------
Total $ 340,000
</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 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.
II-1
<PAGE> 17
ITEM 16. EXHIBITS
See Exhibit Index immediately following signature pages.
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
II-2
<PAGE> 18
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.
(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.
II-3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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 September 7,
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 Kevin P. Reilly, Jr. and Keith
A. Istre and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (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, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal September 7, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal Financial September 7, 2000
------------------------------------ and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director September 7, 2000
------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director September 7, 2000
------------------------------------
Gerald H. Marchand
/s/ Stephen Mumblow Director September 7, 2000
------------------------------------
Stephen Mumblow
/s/ T. Everett Stewart, Jr. Director September 7, 2000
------------------------------------
T. Everett Stewart, Jr.
/s/ Sean E. Reilly Director September 7, 2000
------------------------------------
Sean E. Reilly
Director September 7, 2000
------------------------------------
Wendell Reilly
/s/ John Maxwell Hamilton Director September 7, 2000
------------------------------------
John Maxwell Hamilton
Director September 7, 2000
------------------------------------
Thomas Reifenheiser
</TABLE>
<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. 020833) 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 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.
23.4 Consent of BDO Seidman LLP, independent accountants of The
Outdoor Advertising Division of Whiteco Industries, Inc. Filed
herewith.
23.5 Consent of Arthur Andersen LLP, independent public accountants
of Martin Media (a California limited partnership) and Martin
& MacFarlane, Inc. Filed herewith.
23.6 Consent of Barbich Longcrier Hooper & King, Accounting
Corporation, independent accountants of Martin & MacFarlane,
Inc. Filed herewith.
24.1 Powers of Attorney (included on signature pages). Filed
herewith.
</TABLE>
