<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
REGISTRATION NO. 333-
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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)
<TABLE>
<S> <C> <C>
DELAWARE 7312 72-1205791
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
5551 CORPORATE BLVD.
BATON ROUGE, LOUISIANA 70808
(504) 926-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
KEVIN P. REILLY, JR.
CHIEF EXECUTIVE OFFICER
LAMAR ADVERTISING COMPANY
5551 CORPORATE BLVD.
BATON ROUGE, LOUISIANA 70808
(504) 926-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
STANLEY KELLER, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt Securities of Lamar Advertising
Company (the "Company")(3)
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Guarantees of Co-Registrants of Debt
Securities(4)
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Preferred Stock, $.001 par value, of
the Company
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Class A Common Stock, $.001 par
value, of the Company
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Warrants of the Company
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Total(5)............................. $500,000,000 100% $500,000,000 $147,500.00
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</TABLE>
(1) The proposed maximum offering price per unit will be determined from time to
time by the Registrant in connection with the issuance by the Registrant of
the securities registered hereunder.
(2) The proposed maximum aggregate offering price has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act. Rule 457(o) permits the registration fee to be
calculated on the basis of the maximum offering price of all of the
securities listed and, therefore, the table does not specify by each class
information as to the amount to be registered, the maximum offering price
per unit or the proposed maximum aggregate offering price.
(3) If any Debt Securities are issued at an original issue discount, then the
offering price shall be in such greater principal amount as shall result in
an aggregate initial offering price not to exceed $500,000,000.
(4) No separate consideration will be received from purchasers of Debt
Securities with respect to these Guarantees and, therefore, no registration
fee is attributable to the Guarantees of the Debt Securities.
(5) In no event will the aggregate offering price of all securities issued from
time to time pursuant to this Registration Statement exceed $500,000,000 or
the equivalent thereof in one or more foreign currencies, foreign currency
units or composite currencies. The aggregate amount of Class A Stock of the
Company registered hereunder is further limited to that which is permissible
under Rule 415(a)(4) under the Securities Act. The securities registered
hereunder may be sold separately or as units with other securities
registered hereby.
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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 SECTION 8(A), MAY
DETERMINE.
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TABLE OF CO-REGISTRANTS
<TABLE>
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EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYEE
AS SPECIFIED IN ITS CHARTER INCORPORATION OR ORGANIZATION IDENTIFICATION NUMBER
--------------------------- ------------------------------ ---------------------
<S> <C> <C>
The Lamar Corporation.............................. Louisiana 72-0690208
Interstate Logos, Inc.............................. Delaware 72-1230862
Lamar Advertising of Colorado Springs, Inc......... Colorado 72-0931093
Lamar Advertising of Jackson, Inc.................. Mississippi 72-1085074
Lamar Advertising of Mobile, Inc................... Alabama 63-0576601
Lamar Advertising of South Georgia, Inc............ Georgia 72-1113924
Lamar Advertising of South Mississippi, Inc........ Mississippi 72-1085105
Lamar Advertising of Youngstown, Inc............... Delaware 23-2669670
TLC Properties, Inc................................ Louisiana 72-0640751
Missouri Logos, Inc................................ Missouri 72-1181668
Nebraska Logos, Inc................................ Nebraska 72-1137877
Oklahoma Logo Signs, Inc........................... Oklahoma 72-1141447
Utah Logos, Inc.................................... Utah 72-1148211
Ohio Logos, Inc.................................... Ohio 72-1148212
Georgia Logos, Inc................................. Georgia 72-1289331
Kansas Logos, Inc.................................. Kansas 48-1187701
Lamar Air, LLC..................................... Louisiana 72-1277136
Lamar Pensacola Transit, Inc....................... Florida 59-3391978
Lamar Tennessee Limited Partner, Inc............... Louisiana 72-1309006
Lamar Tennessee Limited Partnership................ Tennessee 72-1309007
Lamar Tennessee Limited Partnership II............. Tennessee 72-1309008
Lamar Texas General Partner, Inc................... Texas 72-1309003
Lamar Texas Limited Partnership.................... Louisiana 72-1309005
Michigan Logos, Inc................................ Michigan 38-3071362
Minnesota Logos, Inc............................... Minnesota 41-1800355
Minnesota Logos, a Partnership..................... Minnesota 41-1804634
Mississippi Logos, Inc............................. Mississippi 64-0828364
New Jersey Logos, Inc.............................. New Jersey 22-3380044
South Carolina Logos, Inc.......................... South Carolina 52-2152628
Tennessee Logos, Inc............................... Tennessee 62-1649765
Texas Logos, Inc................................... Texas 76-0381679
TLC Properties II, Inc............................. Texas 72-1336624
Virginia Logos, Inc................................ Virginia 54-1763912
Lamar Advertising of Huntington-Bridgeport, Inc.... West Virginia 55-0462784
Lamar Advertising of Penn, Inc..................... Delaware 23-2157153
Lamar Advertising of Michigan, Inc................. Michigan 38-3376495
Lamar Advertising of Missouri, Inc................. Missouri 43-1787748
Canadian TODS Limited.............................. Nova Scotia, Canada N/A
Nevada Logos, Inc.................................. Nevada 88-0373108
Kentucky Logos, Inc................................ Kentucky 31-1491808
Florida Logos, Inc................................. Florida 65-0671887
Lamar Electrical, Inc.............................. Louisiana 72-1392115
Lamar Advertising of South Dakota, Inc............. South Dakota 46-0446615
TLC Properties, L.L.C.............................. Louisiana Applied For
</TABLE>
<PAGE> 3
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED APRIL 20, 1998
PROSPECTUS
$500,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES, PREFERRED STOCK, CLASS A COMMON STOCK AND WARRANTS
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Lamar Advertising Company, a Delaware corporation (the "Company"), directly
or through agents, dealers or underwriters designated from time to time, may
offer from time to time in one or more series or issuances (i) its secured or
unsecured debt securities consisting of debentures, notes or other evidences of
indebtedness (the "Debt Securities"), which may be either senior debt securities
("Senior Debt Securities"), senior subordinated debt securities (the "Senior
Subordinated Debt Securities") or subordinated debt securities (the
"Subordinated Debt Securities"), (ii) shares of its preferred stock, $.001 par
value per share (the "Preferred Stock"), (iii) shares of its Class A common
stock, $.001 par value per share (the "Class A Stock") or (iv) warrants to
purchase Class A Stock, Preferred Stock or Debt Securities (the "Warrants"),
with an aggregate public offering price of up to $500,000,000 (or the equivalent
if the securities are denominated in foreign currency or foreign currency
units). The Debt Securities may be issued as exchangeable and/or convertible
Debt Securities, exchangeable for or convertible into shares of Class A Stock or
Preferred Stock. The Company's payment obligations under any series of Debt
Securities may be guaranteed by certain of the Company's various direct or
indirect wholly-owned subsidiaries (each, a "Guarantor" and, collectively, the
"Guarantors"). The Preferred Stock may be issued as exchangeable and/or
convertible Preferred Stock, exchangeable for or convertible into Debt
Securities or shares of Class A Stock. The Debt Securities (including any
Guarantees thereof), Preferred Stock, Class A Stock and Warrants (collectively,
the "Offered Securities") may be offered, separately or together, in one or more
separate classes or series and in amounts, at prices and on terms to be
determined at the time of offering and to be set forth in one or more
supplements to this Prospectus (each, a "Prospectus Supplement").
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable Prospectus
Supplement and will include, where applicable, (i) in the case of Debt
Securities and Guarantees thereof, if any, the specific designation, aggregate
principal amount, designated currency (or currency unit), purchase price,
denomination, maturity, priority, premium (if any), interest rate (or manner of
calculation thereof), time of payment of interest (if any), terms (if any) for
the subordination, redemption, exchange or conversion thereof, and any other
specific terms of the Debt Securities, (ii) in the case of Preferred Stock, the
specific designation, number of shares, liquidation preference, purchase price,
dividend, voting, redemption, exchange and conversion provisions and any other
specific terms of the Preferred Stock, (iii) in the case of Class A Stock, the
number of shares, purchase price and terms of the offering and sale thereof and
(iv) in the case of Warrants, the specific designation, number, duration,
purchase price, exercise price, detachability and any other terms in connection
with the offering, sale and exercise of the Warrants, as well as the terms on
which and the securities for which such warrants may be exercised.
The Company's Class A Stock is traded on The Nasdaq National Market under
the symbol "LAMR." Any Class A Stock sold pursuant to a Prospectus Supplement
may be listed on The Nasdaq National Market. On April 17, 1998, the last
reported sale price of the Class A Stock on The Nasdaq National Market was
$35.25 per share. The Company has not yet determined whether any of the other
Offered Securities will be listed on any exchange or over-the-counter market. If
the Company decides to seek listing of any such Offered Securities, the
Prospectus Supplement relating thereto will disclose such exchange or market.
The applicable Prospectus Supplement will also contain information, where
applicable, about certain material United States federal income tax
considerations relating to the Offered Securities covered by such Prospectus
Supplement.
(cover continued on next page)
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SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Date of this Prospectus is , 1998.
<PAGE> 4
The Offered Securities may be offered to or through underwriters, dealers
or agents designated from time to time, as set forth in the applicable
Prospectus Supplement, and may be offered to other purchasers directly by the
Company. Certain terms of the offering and sale of Offered Securities,
including, where applicable, the names of any underwriters, dealers or agents,
any applicable commissions, discounts and other items constituting compensation
to such underwriters, dealers or agents, and the proceeds to the Company from
such sale, will be set forth in the accompanying Prospectus Supplement. The
Company reserves the sole right to accept, and together with its agents, from
time to time, to reject in whole or in part any proposed purchase of the Offered
Securities to be made directly or through agents. See "Plan of Distribution" for
possible indemnification arrangements for underwriters, dealers and agents.
No Offered Securities may be sold without delivery of the applicable
Prospectus Supplement describing the method and terms of the offering of the
Offered Securities. Any statement contained in this Prospectus will be deemed to
be modified or superseded by any inconsistent statement contained in such
Prospectus Supplement.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND THEREIN, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THIS PROSPECTUS NOR ANY
PROSPECTUS SUPPLEMENT SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY OFFERED SECURITIES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR
SUCH PERSON TO MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN OR IN ANY PROSPECTUS SUPPLEMENT IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF OR OF SUCH PROSPECTUS SUPPLEMENT.
IN CONNECTION WITH THE OFFERING OF CERTAIN OFFERED SECURITIES, CERTAIN
PERSONS PARTICIPATING IN SUCH OFFERING MAY OVERALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE, MAINTAIN OR OTHERWISE EFFECT THE MARKET PRICES OF SUCH
SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NASDAQ NATIONAL MARKET, THE OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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AVAILABLE INFORMATION
The Company and the Guarantors have filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Offered Securities. As permitted by the
rules and regulations of the Commission, this Prospectus and any Prospectus
Supplement omit certain information, exhibits and undertakings contained in the
Registration Statement. For further information with respect to the Company, the
Guarantors and the Offered Securities, reference is made to the Registration
Statement, including the exhibits thereto and the financial statements, notes
and schedules filed as a part thereof. Any statements contained herein
concerning provisions of any document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission are not necessarily complete,
and in each instance reference is made to the copy of such document so filed.
Each such statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files reports, proxy materials and other information with the
Commission. The reports, proxy materials and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Regional Offices of the Commission at Seven World Trade
Center, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of such materials also can be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 at prescribed rates. The Commission maintains a site on the World Wide Web
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such site is http://www.sec.gov. The Company's Class A Stock is listed on The
Nasdaq National Market. Reports, proxy materials and other information
concerning the Company can also be inspected and copied at the office of The
Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously by the Company filed with the Commission
pursuant to the Exchange Act are hereby incorporated by reference in this
Prospectus:
- The Company's Annual Report on Form 10-K for the year ended December 31,
1997.
- The Company's Current Report on Form 8-K filed with the Commission on
April 17, 1998;
- The consolidated financial statements of Penn Advertising, Inc. and
Subsidiary contained in the Company's Current Report on Form 8-K/A filed
with the Commission on June 13, 1997;
- The statement of assets acquired and liabilities assumed of National
Advertising Company - Lamar Acquisition as of August 14, 1997, and the
related statement of revenues and expenses for the years ended December
31, 1996 and 1995, contained in the Company's Current Report on Form
8-K/A filed with the Commission on October 27, 1997; and
- The description of the Class A Stock contained in the Company's
Registration Statement on Form 8-A, filed with the Commission on June 7,
1996, as amended by Form 8-A/A, filed with the Commission on July 31,
1996.
All documents filed by the Company or the Guarantors pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in the Prospectus and made a part hereof
from the date of filing of such documents. Any statement contained in this
Prospectus or in any Prospectus Supplement or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus and any Prospectus Supplement to the
extent that a statement contained herein or in any other document subsequently
filed with the Commission which also is or
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is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus or
any Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any documents incorporated into
this Prospectus by reference (other than exhibits incorporated by reference into
such document). Requests for documents should be submitted to the executive
offices of the Company, 5551 Corporate Boulevard, Baton Rouge, Louisiana 70808,
Attention: Investor Relations, telephone (504) 926-1000.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including documents incorporated by reference, contains
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors that could
cause the actual results, performance or achievements of the Company, or
industry results, to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
risks, uncertainties and other important factors include, among others: (i)
risks and uncertainties relating to leverage; (ii) the need for additional
funds; (iii) the integration of companies acquired by the Company and the
Company's ability to recognize cost savings or operating efficiencies as a
result of such acquisitions; (iv) the continued popularity of outdoor
advertising as an advertising medium; (v) the regulation of the outdoor
advertising industry and (vi) the risks and uncertainties described below under
the caption "Risk Factors." These forward-looking statements speak only as of
the date of this Prospectus. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
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RISK FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus or any Prospectus Supplement, prospective investors should
carefully consider the following factors before purchasing the Offered
Securities.
SUBSTANTIAL INDEBTEDNESS OF THE COMPANY
The Company presently has substantial indebtedness. As of December 31, 1997
the Company's indebtedness was approximately $541.5 million and the Company had
approximately $165.0 million available for borrowing under the Company's credit
facility (the "Senior Credit Facility") with a syndicate of commercial banks
(excluding the $75 million available under the facility funded at the discretion
of the lenders). Additionally, as of December 31, 1997, the Company had $3.6
million of Class A Preferred Stock, $638 par value per share, outstanding which
is entitled to a cumulative preferential dividend of $364,903 annually. A
substantial part of the Company's cash flow from operations will be dedicated to
debt service and will not be available for other purposes. Further, if the
Company's net cash provided by operating activities were to decrease from
present levels, the Company could experience difficulty in meeting its debt
service obligations without additional financing. There can be no assurance
that, in the event the Company were to require additional financing, such
additional financing would be available or, if available, would be available on
favorable terms. In addition, any such additional financing may require the
consent of lenders under the Senior Credit Facility or holders of other debt of
the Company. Certain of the Company's competitors operate on a less leveraged
basis and may have greater operating and financial flexibility than the Company.
RESTRICTIVE COVENANTS IN DEBT INSTRUMENTS
The Senior Credit Facility and the Company's indentures relating to the
Company's $255 million outstanding 9 5/8% Senior Subordinated Notes due 2006 and
$200 million outstanding 8 5/8% Senior Subordinated Notes due 2007 (the
"Existing Indentures") contain covenants that restrict, among other things, the
ability of the Company to dispose of assets, incur or repay debt, create liens,
and make certain investments. In addition, the Senior Credit Facility requires
the Company to maintain specified financial ratios and levels including cash
interest coverage, fixed charge coverage, senior debt and total debt ratios. The
ability of the Company to comply with the foregoing restrictive covenants will
depend on its future performance, which is subject to prevailing economic,
financial and business conditions and other factors beyond the Company's
control.
FLUCTUATIONS IN ECONOMIC AND ADVERTISING TRENDS
The Company relies on sales of advertising space for its revenues, and its
operating results are therefore affected by general economic conditions, as well
as trends in the advertising industry. A reduction in advertising expenditures
available for the Company's displays could result from a general decline in
economic conditions, a decline in economic conditions in particular markets
where the Company conducts business or a reallocation of advertising
expenditures to other available media by significant users of the Company's
displays. Although the Company believes that in recent years outdoor advertising
expenditures have increased more rapidly than total U.S. advertising
expenditures, there can be no assurance that this trend will continue or that in
the future outdoor advertising expenditures will not grow more slowly than the
advertising industry as a whole.
POTENTIAL ELIMINATION OR REDUCTION OF TOBACCO ADVERTISING
Approximately 9% of the Company's outdoor advertising net revenues and 8%
of consolidated net revenues in fiscal 1997 came from the tobacco products
industry, compared to 10% of outdoor advertising net revenues for fiscal 1996,
9% for fiscal 1995, 7% for fiscal 1994 and 1993, and 12% for fiscal 1992.
Manufacturers of tobacco products, principally cigarettes, were historically
major users of outdoor advertising displays. Beginning in 1992, the leading
tobacco companies substantially reduced their domestic advertising expenditures
in response to societal and governmental pressures and other factors. There can
be no assurance
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that the tobacco industry will not further reduce advertising expenditures in
the future either voluntarily or as a result of governmental regulation or as to
what affect any such reduction may have on the Company.
In June 1997 several of the major tobacco companies in the United States
and numerous state attorneys general reached agreement on a proposed settlement
of litigation between such parties. The terms of this proposed settlement
include a ban on all outdoor advertising of tobacco products commencing nine
months after finalization of the settlement. The settlement, however, is subject
to numerous conditions, the most notable of which is the enactment of
legislation by the federal government. Such legislation is still pending before
Congress. At this time, it is uncertain when a definitive settlement will be
reached, if at all, or what the terms of any such settlement will be. An
elimination or reduction in billboard advertising by the tobacco industry could
cause an immediate reduction in the Company's outdoor advertising revenues and
may simultaneously increase the Company's available inventory. An increase in
available inventory could result in the Company reducing its rates or limiting
its ability to raise rates for some period of time. If the tobacco litigation
settlement were to be finalized in its current form and if the Company were
unable to replace revenues from tobacco advertising with revenues from other
sources, such settlement could have a material adverse effect on the Company's
results of operations. While the Company believes that it would be able to
replace a substantial portion of revenues from tobacco advertising that would be
eliminated due to such a settlement with revenues from other sources, any
replacement of tobacco advertising may take time and require a reduction in
advertising rates.
In addition, the states of Florida, Mississippi and Texas have entered into
separate settlements of litigation with the tobacco industry. None of these
settlements is conditioned on federal government approval. The Florida and
Mississippi settlements provided for the elimination of all outdoor advertising
of tobacco products by February 1998 in such states and at such time all of the
Company's tobacco billboards and advertising was removed. The Texas settlement
requires the elimination of all outdoor advertising of tobacco products by June
1998. The Company operates approximately 4,253 outdoor advertising displays in
seven markets in Florida and approximately $1.8 million of its approximately
$19.2 million in net revenues in Florida during 1997 were attributable to
tobacco advertising. The Company operates approximately 2,532 outdoor
advertising displays in three markets in Mississippi and approximately $0.8
million of its approximately $10.6 million in net revenues in Mississippi during
1997 were attributable to tobacco advertising. The Company operates
approximately 3,300 outdoor advertising displays in six markets in Texas and
approximately $0.8 million of its approximately $11.0 million in net revenues in
Texas during 1997 were attributable to tobacco advertising. Further, the
settlement of tobacco-related claims and litigation in other jurisdictions may
also adversely affect outdoor advertising revenues.
REGULATION OF OUTDOOR ADVERTISING
The outdoor advertising business is subject to regulation by federal, state
and local governments. Federal law requires states, as a condition to federal
highway assistance, to restrict billboards on federally-aided primary and
interstate highways to commercial and industrial areas and imposes certain
additional 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,
and some local governments prohibit construction of new billboards and
reconstruction of substantially damaged billboards or allow new construction
only to replace existing structures. In addition, some jurisdictions (including
certain of those within the Company's markets) have adopted amortization
ordinances under which owners and operators of outdoor advertising displays are
required to remove existing structures at some future date, often without
condemnation proceeds being available. Federal and corresponding state outdoor
advertising statutes require payment of compensation for removal by governmental
order in some circumstances. Ordinances requiring the removal of a billboard
without compensation, whether through amortization or otherwise, have been
challenged in various state and federal courts on both statutory and
constitutional grounds, with conflicting results. Although the Company has been
successful in the past in negotiating acceptable arrangements in circumstances
in which its displays have been subject to removal or amortization, there can be
no assurance that the Company will be successful in the future and what effect,
if any, such regulations may have on the Company's operations. In addition, the
Company is unable to predict what
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<PAGE> 9
additional regulation 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, although no laws which, in
the opinion of management, would materially and adversely affect the Company's
business have been enacted to date. Changes in laws and regulations affecting
outdoor advertising at any level of government may have a material adverse
effect on the Company's results of operations. See "-- Potential Elimination or
Reduction of Tobacco Advertising" for a discussion of recent developments
concerning tobacco advertising.
ACQUISITION AND GROWTH STRATEGY RISKS
The Company's growth has been enhanced materially by strategic acquisitions
that have substantially increased the Company's inventory of advertising
displays. One element of the Company's operating strategy is to make strategic
acquisitions in markets in which it currently competes as well as in new
markets. While the Company believes that the outdoor advertising industry is
highly fragmented and that significant acquisition opportunities are available,
the market has been consolidating and there can be no assurance that suitable
acquisition candidates can continue to be found. In addition, the Company is
likely to face increased competition from other outdoor advertising companies
for available acquisition opportunities. Also, if the prices sought by sellers
of outdoor advertising displays continue to rise, as management believes may
happen, the Company may find fewer acceptable acquisition opportunities. There
can be no assurance that the Company will have sufficient capital resources to
complete acquisitions or be able to obtain any required consents of its bank
lenders or that acquisitions can be completed on terms acceptable to the
Company. In addition, the Company recently has entered into the transit
advertising business and, while the Company believes that it will be able to
utilize its expertise in outdoor advertising to operate this business, it has
had limited experience in transit advertising and there is no assurance that it
will be successful.
During 1997, the Company completed the acquisition of 24 complementary
businesses. The process of integrating these businesses into the Company's
operations may result in unforeseen operating difficulties and could require
significant management attention that would otherwise be available for the
development of the Company's existing business. Moreover, there can be no
assurance that the Company will realize anticipated benefits and cost savings or
that any future acquisitions will be consummated.
COMPETITION
In addition to competition from other forms of media, including television,
radio, newspapers and direct mail advertising, the Company faces competition in
its markets from other outdoor advertising companies, some of which may be
larger and better capitalized than the Company. The Company also competes with a
wide variety of other out-of-home advertising media, the range and diversity of
which have increased substantially over the past several years to include
advertising displays in shopping centers, malls, airports, stadiums, movie
theaters and supermarkets, and on taxis, trains and buses. The Company believes
that its local orientation, including the maintenance of local offices, has
enabled it to compete successfully in its markets to date. However, there can be
no assurance that the Company will be able to continue to compete successfully
against current and future sources of outdoor advertising competition and
competition from other media or that the competitive pressures faced by the
Company will not adversely affect its profitability or financial performance. In
its logo sign business, the Company currently faces competition for state
franchises from two other logo sign providers as well as local companies.
Competition from these sources is encountered both when a franchise is first
privatized and upon renewal thereafter.
POTENTIAL LOSSES FROM HURRICANES
A significant portion of the Company's structures are 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,
severe storms have caused the Company to incur material losses resulting from
structural damage, overtime compensation, loss of billboards that could not
legally be replaced and reduced occupancy because billboards are out of service.
The Company has determined that it is not economical to obtain insurance against
losses from hurricanes and other storms. The Company has developed contingency
plans to deal with the threat of hurricanes, including plans for early removal
of advertising faces to permit the structures to better
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withstand high winds and the replacement of such faces after storms have passed.
As a result of these contingency plans, the Company has experienced lower levels
of losses from recent storms and hurricanes. Structural damage attributable to
Hurricane Andrew in 1992 was less than $500,000, and the Company suffered no
significant structural damage due to hurricanes in 1996 or 1997. There can be no
assurance, however, that the Company's contingency plans will continue to be
effective.
RISKS IN OBTAINING AND RETAINING LOGO SIGN FRANCHISES
Logo sign franchises represent a growing portion of the Company's revenues
and operating income. The Company cannot predict the number of remaining states,
if any, that will initiate logo sign programs or convert state-run logo sign
programs to privately operated programs. Competition for new state logo sign
franchises is intense and, even after a favorable award, franchises may be
subject to challenge under state contract bidding requirements, resulting in
delays and litigation costs. In addition, state logo sign franchises are
generally, with renewal options, ten to twenty-year franchises subject to
earlier termination by the state, in most cases upon payment of compensation.
Typically, at the end of the term of the franchise, ownership of the structures
is transferred to the state without compensation to the Company. Although none
of the Company's logo sign franchises is due to terminate in the next two years,
three are subject to renewal during that period. There can be no assurance that
the Company will be successful in obtaining new logo sign franchises or renewing
existing franchises. Furthermore, following the receipt by the Company of a new
state logo sign franchise, the Company generally incurs significant start-up
capital expenditures and there can be no assurance that the Company will
continue to have access to capital to fund such expenditures.
RELIANCE ON KEY EXECUTIVES
The Company's success depends to a significant extent upon the continued
services of its executive officers and other key management and sales personnel,
in particular Kevin P. Reilly, Jr., the Company's Chief Executive Officer, the
Company's six regional managers and the manager of its logo sign business.
Although the Company believes it has incentive and compensation programs
designed to retain key employees, the Company has no employment contracts with
any of its employees, and none of its executive officers are bound by
non-compete agreements. The Company does not maintain key man insurance on its
executives. The unavailability of the continuing services of any of its
executive officers and other key management and sales personnel could have an
adverse effect on the Company's business.
CONTROLLING STOCKHOLDER
The Reilly Family Limited Partnership (the "RFLP"), of which Kevin P.
Reilly, Jr., the Company's Chief Executive Officer, is the managing general
partner, beneficially owns shares of the Company's common stock (the "Common
Stock") having approximately 86.7% of the total voting power of the Common
Stock. As a result, Mr. Reilly, or his successor as managing general partner,
will effectively be able to control the outcome of matters requiring a
stockholder vote, including electing directors, adopting or amending certain
provision's of the Company's certificate of incorporation and by-laws and
approving or preventing certain mergers or other similar transactions, such as a
sale of substantially all the Company's assets (including transactions that
could give holders of the Company's Class A Stock the opportunity to realize a
premium over the then-prevailing market price for their shares). In addition,
the Company's officers, directors and their respective affiliates other than the
RFLP, beneficially own shares of the Company's Common Stock having approximately
2.5% of the total voting power of the Company's Common Stock. Therefore,
purchasers of the Class A Stock will become minority stockholders of the Company
and will be unable to control the management or business policies of the
Company. Moreover, subject to contractual restrictions and general fiduciary
obligations, the Company is not prohibited from engaging in transactions with
its management and principal stockholders, or with entities in which such
persons are interested. The Company's certificate of incorporation does not
provide for cumulative voting in the election of directors and, as a result, the
controlling stockholders can elect all the directors if they so choose.
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CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's certificate of incorporation and
by-laws may have the effect of discouraging a third party from making an
acquisition proposal for the Company and thereby inhibiting a change in control
of the Company in circumstances that could give the holders of the Class A Stock
the opportunity to realize a premium over the then-prevailing market price of
such stock. Such provisions may also adversely affect the market price of the
Class A Stock. For example, the Company's certificate of incorporation
authorizes the issuance of "blank check" Preferred Stock with such designations,
rights and preferences as may be determined from time to time by the Board of
Directors. In the event of issuance, such Preferred Stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of the company. In addition, the issuance of Preferred Stock
may adversely affect the voting and dividend rights, rights upon liquidation and
other rights of the holders of Class A Stock. Although the company has no
present intention to issue any shares of such Preferred Stock, the Company
retains the right to do so in the future including as Offered Securities under a
Prospectus Supplement. Furthermore, the Company is subject to Section 203 of the
Delaware General Corporation Law. The existence of this provision, as well as
the control of the Company by the RFLP, would be expected to have an anti-
takeover effect, including possibly discouraging takeover attempts that might
result in a premium over the market price for the shares of Class A Stock.
VOLATILITY OF STOCK PRICE
From time to time, there may be significant volatility in the market price
for the Class A Stock. Quarterly operating results of the Company, changes in
earnings estimates by analysts, changes in general conditions in the Company's
industry or the economy or the financial markets or other developments affecting
the Company could cause the market price of the Class A Stock to fluctuate
substantially. In addition, in recent years the stock market has experienced
significant price and volume fluctuations. This volatility has had a significant
effect on the market price of securities issued by many companies for reasons
unrelated to their operating performance.
THE COMPANY
Lamar Advertising Company is one of the largest and most experienced owners
and operators of outdoor advertising structures in the United States. It
conducts a business that has operated under the Lamar name since 1902. As of
December 31, 1997, the Company operated approximately 43,000 outdoor advertising
displays in 24 states and, after giving effect to the Company's acquisitions of
Ragan Outdoor and Derby Outdoor in January 1998 and Pioneer Outdoor in February
1998, the Company operated approximately 47,000 outdoor advertising displays in
26 states. The Company provides a full array of poster and bulletin displays in
59 of the markets in which it currently operates. In its remaining markets, the
Company operates high-profile bulletin displays along interstate and other major
highways. The Company also operates the largest logo sign business in the United
States. Logo signs are erected pursuant to state-awarded franchises on public
rights-of-way near highway exits and deliver brand name information on available
gas, food, lodging and camping services. The Company currently operates logo
sign franchises in 18 of the 22 states that have a privatized logo sign program.
As of December 31, 1997, the Company maintained over 22,300 logo advertising
structures containing over 68,600 logo advertising displays. In addition, the
Company operates the tourism signage franchise in four states and the province
of Ontario, Canada. The Company has also expanded into the transit advertising
business through the operation of displays on bus shelters, bus benches and
buses in 13 of its primary markets, three markets in the state of South
Carolina, one market in Utah, and one market in the state of Georgia.
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USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Offered Securities
for general corporate purposes, which may include the repayment, refinancing,
redemption or repurchase of existing indebtedness or capital stock, working
capital, capital expenditures, acquisitions and investments. Additional
information on the use of net proceeds from the sale of Offered Securities
offered hereby may be set forth in the Prospectus Supplement relating to such
Offered Securities.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the Company's ratio of earnings to combined
fixed charges and preferred stock dividends on a historical basis for the
periods indicated (dollars in thousands):
<TABLE>
<CAPTION>
YEAR ENDED OCTOBER 31, YEAR ENDED
------------------------------- DECEMBER 31,
1993 1994 1995 1996 1997
---- ---- ---- ---- ------------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1)........................... 1.0x 1.3x 1.4x 1.8x 1.2x
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends(2)......... 1.0x 1.3x 1.4x 1.8x 1.1x
Coverage Deficiency.................... $177 N/A N/A N/A N/A
</TABLE>
- ---------------
(1) For purposes of this calculation, "earnings" consist of income (loss) before
income taxes and fixed charges. "Fixed charges" consist of interest,
amortization of debt issuance costs, preferred stock dividends of
subsidiaries and the component of rental expense believed by management to
be representative of the interest factor thereon.
(2) The Company had 5,719.49 shares of Class A Preferred Stock, $638 par value
per share, outstanding at October 31, 1996 and December 31, 1997. The Class
A Preferred is entitled to a cumulative annual preferential dividend of
$63.80 per share.
GENERAL DESCRIPTION OF OFFERED SECURITIES
The Company may offer shares of Class A Stock, Preferred Stock, Debt
Securities or Warrants or any combination of the foregoing either individually
or as units consisting of one or more securities under this Prospectus.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an indenture (the
"Indenture") to be executed by the Company, the Guarantors, if any, and a
trustee to be identified in the applicable Prospectus Supplement, as Trustee
(the "Trustee"). The terms of the Debt Securities will include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (the "TIA") as in effect on the date of the Indenture. The
Debt Securities will be subject to all such terms, and potential purchasers of
the Debt Securities are referred to the Indenture and the TIA for a statement
thereof. A copy of the proposed form of Indenture has been filed as an exhibit
to the Registration Statement.
The Company may offer under this Prospectus up to $500,000,000 aggregate
principal amount of Debt Securities, or if Debt Securities are issued at a
discount, or in a foreign currency, foreign currency units or composite
currency, such principal amount as may be sold for an initial public offering
price of up to $500,000,000. Unless otherwise specified in the applicable
Prospectus Supplement, the Debt Securities will represent direct, unsecured
obligations of the Company and will rank equally with all other unsecured
indebtedness of the Company.
The following statements relating to the Debt Securities and the Indenture
are summaries and do not purport to be complete. Such summaries may make use of
certain terms defined in the Indenture and are
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<PAGE> 13
qualified in their entirety by express reference to the Indenture. Certain other
specific terms of any series of Debt Securities will be described in the
applicable Prospectus Supplement. To the extent that any particular terms of the
Debt Securities described in a Prospectus Supplement differ from any of the
terms described herein, then such terms described herein shall be deemed to have
been superseded by such Prospectus Supplement. As used in this "Description of
Debt Securities," all references to the "Company" shall mean Lamar Advertising
Company excluding, unless the context otherwise required or as expressly stated,
its subsidiaries.
GENERAL
The terms of each series of Debt Securities will be established by or
pursuant to a resolution of the Board of Directors of the Company and set forth
or determined in the manner provided in an Officers' Certificate or by a
supplemental indenture. The particular terms of each series of Debt Securities
will be described in a Prospectus Supplement relating to such series (including
any pricing supplement thereto).
The Debt Securities that may be offered under the Indenture are not limited
in aggregate principal amount. The Debt Securities may be issued in one or more
series with the same or various maturities, at par, at a premium, or at a
discount. The Prospectus Supplement (including any pricing supplement thereto)
will set forth the initial offering price, the aggregate principal amount and
the following terms of the Debt Securities in respect of which this Prospectus
is delivered:
(1) the title of such Debt Securities;
(2) whether such Debt Securities are Senior Debt Securities, Senior
Subordinated Debt Securities or Subordinated Debt Securities or any
combination thereof;
(3) the price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Debt Securities will be issued;
(4) any limit on the aggregate principal amount of such Debt
Securities;
(5) the date or dates on which principal on such Debt Securities will
be payable;
(6) the rate or rates (which may be fixed or variable) per annum or,
if applicable, the method used to determine such rate or rates (including
any commodity, commodity index, stock exchange index or financial index) at
which such Debt Securities will bear interest, if any, the date or dates
from which such interest, if any, will commence and be payable and any
regular record date for the interest payable on the interest payment date;
(7) the place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable;
(8) the period or periods within which, the price or prices at which
and the terms and conditions upon which the Debt Securities may be
redeemed, in whole or in part, at the option of the Company;
(9) the obligation, if any, of the Company to redeem or purchase the
Debt Securities in whole or in part pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof;
(10) the dates, if any, on which and the price or prices at which the
Debt Securities will be repurchased by the Company at the option of the
Holders thereof and other detailed terms and provisions of such repurchase
obligations;
(11) the denominations in which such Debt Securities may be issuable,
if other than denominations of $1,000 and any integral multiple thereof;
(12) whether the Debt Securities are to be issuable in the form of
Certificated Debt Securities (as defined below) or Global Debt Securities
(as defined below);
(13) the portion of principal amount of such Debt Securities that
shall be payable upon declaration of acceleration of the maturity date
thereof, if other than the principal amount thereof;
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<PAGE> 14
(14) the currency of denomination of such Debt Securities;
(15) the designation of the currency, currencies or currency units in
which payment of principal of, premium, if any, and interest, if any, on
such Debt Securities will be made;
(16) if payments of principal of, premium, if any, or interest, if
any, on the Debt Securities are to be made in one or more currencies or
currency units other than that or those in which such Debt Securities are
denominated, the manner in which the exchange rate with respect to such
payments will be determined;
(17) the manner in which the amounts of payment of principal of,
premium, if any, or interest, if any, on such Debt Securities will be
determined, if such amounts may be determined by reference to an index
based on a currency or currencies other than that in which the Debt
Securities are denominated or designated to be payable or by reference to a
commodity, commodity index, stock exchange index or financial index;
(18) the provisions, if any, relating to any security provided for
such Debt Securities;
(19) any addition to or change in the covenants described herein or in
the Indenture with respect to such Debt Securities and any change in the
acceleration provisions described herein or in the Indenture with respect
to such Debt Securities;
(20) any Events of Default with respect to the Debt Securities, if not
otherwise set forth under "--Events of Default";
(21) the terms and conditions, if any, upon which the Debt Securities
will be convertible into Class A Stock or Preferred Stock, including the
conversion price (or manner of calculation thereof) and conversion period;
(22) the terms and conditions, if any, upon which the Debt Securities
will be exchangeable into Class A Stock or Preferred Stock, including the
exchange price (or manner of calculation thereof) and exchange period.
(23) the terms and conditions, if any, upon which the Debt Securities
and any Guarantees thereof shall be subordinated in right of payment to
other indebtedness of The Company or any Guarantor;
(24) the form and terms of any Guarantee of the Debt Securities;
(25) any other terms of such Debt Securities, which may modify or
delete any provision of the Indenture insofar as it applies to such series;
and
(26) any depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to the Debt Securities.
Debt Securities may be issued that provide for an amount less than the
stated principal amount thereof to be due and payable upon declaration of
acceleration of the maturity thereof pursuant to the terms of the Indenture
("Discount Securities"). United States federal income tax considerations and
other special considerations applicable to any such Discount Securities will be
described in the applicable Prospectus Supplement.
Debt Securities may be issued in bearer form, with or without coupons.
United States federal income tax considerations and other special considerations
applicable to bearer securities will be described in the applicable Prospectus
Supplement.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of and any premium and interest, if any, on any series or Debt
Securities is payable in a foreign currency or currencies or a foreign currency
unit or units, the restrictions, elections, general tax considerations, specific
terms and other information with respect to such issue of Debt Securities and
such foreign currency or currencies or foreign currency unit or units will be
set forth in the applicable Prospectus Supplement.
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<PAGE> 15
EXCHANGE AND/OR CONVERSION RIGHTS
The terms, if any, on which Debt Securities of a series may be exchanged
for or converted into shares of Class A Stock or Preferred Stock will be set
forth in the Prospectus Supplement relating thereto.
TRANSFER AND EXCHANGE
Each Debt Security will be represented by either one or more global
securities (each, a "Global Debt Security") registered in the name of The
Depository Trust Company, as Depository (the "Depository") or a nominee of the
Depository (each such Debt Security represented by a Global Debt Security being
herein referred to as a "Book-Entry Debt Security"), or a certificate issued in
definitive registered form (a "Certificated Debt Security"), as set forth in the
applicable Prospectus Supplement. Except as set forth under "-- Global Debt
Securities and Book Entry System" below, Book-Entry Debt Securities will not be
issuable in certificated form.
Certificated Debt Securities. Certificated Debt Securities may be
transferred or exchanged at the Trustee's office or paying agencies in
accordance with the terms of the Indenture. No service change will be made for
any transfer or exchange of Certificated Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The transfer of Certificated Debt Securities and the right to receive the
principal of, premium, if any, and interest, if any, on such Certificated Debt
Securities may be effected only by surrender of the certificate representing
such Certificated Debt Securities and either reissuance by the Company or the
Trustee of such certificate to the new Holder or the issuance by the Company or
the Trustee of a new certificate to the new Holder.
Global Debt Securities and Book Entry System. The procedures that the
Depository has indicated it intends to follow with respect to Book-Entry Debt
Securities are set forth below.
Ownership of beneficial interests in Book-Entry Debt Securities will be
limited to persons that have accounts with the Depository for the related Global
Debt Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Global Debt Security, the Depository will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal amounts of the Book-Entry Debt Securities
represented by such Global Debt Security beneficially owned by such
participants. The accounts to be credited shall be designated by any dealers,
underwriters or agents participating in the distribution of such Book-Entry Debt
Securities. Ownership of Book-Entry Debt Securities will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by the Depository for the related Global Debt Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws may impair the ability to own, transfer
or pledge beneficial interests in Book-Entry Debt Securities.
So long as the Depository for a Global Debt Security, or its nominee, is
the registered owner of such Global Debt Security, the Depository or such
nominee, as the case may be, will be considered the sole owner or Holder of the
Book-Entry Debt Securities represented by such Global Debt Security for all
purposes under the Indenture. Except as set forth below, beneficial owners of
Book-Entry Debt Securities will not be entitled to have such securities
registered in their names, will not receive or be entitled to receive physical
delivery of a certificate in definitive form representing such securities and
will not be considered the owners or Holders thereof under the Indenture.
Accordingly, each person beneficially owning Book-Entry Debt Securities must
rely on the procedures of the Depository for the related Global Debt Security
and, if such person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise any rights of a Holder
under the Indenture.
The Company understands, however, that under existing industry practice,
the Depository will authorize the persons on whose behalf it holds a Global Debt
Security to exercise certain rights of Holders of Debt Securities, and the
Indenture provides that the Company, the Guarantors, if any, the Trustee and
their
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<PAGE> 16
respective agents will treat as the Holder of a Debt Security the persons
specified in a written statement of the Depository with respect to such Global
Debt Security for purposes of obtaining any consents or directions required to
be given by Holders of the Debt Securities pursuant to the Indenture.
Payments of principal of, premium, if any, and interest on Book-Entry Debt
Securities will be made to the Depository or its nominee, as the case may be, as
the registered Holder of the related Global Debt Security. None of the Company,
the Guarantors, if any, the Trustee or any other agent of the Company or agent
of the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in such Global Debt Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depository, upon receipt of any payment of
principal of, premium, if any, or interest, if any, on a Global Debt Security,
will immediately credit participants' accounts with payments in amounts
proportionate to the respective amounts of Book-Entry Debt Securities held by
each such participant as shown on the records of such Depository. The Company
also expects that payments by participants to owners of beneficial interests in
Book-Entry Debt Securities held through such participants will be governed by
standing customer instructions and customary practices, as is now the case with
the securities held for the accounts of customers in bearer form or registered
in "street name," and will be the responsibility of such participants.
If the Depository is at any time unwilling or unable to continue as
Depository or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depository registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue
Certificated Debt Securities in exchange for each Global Debt Security. In
addition, the Company may at any time and in its sole discretion determine not
to have the Book-Entry Debt Securities of any series represented by one or more
Global Debt Securities and, in such event, will issue Certificated Debt
Securities in exchange for the Global Debt Securities of such series. Global
Debt Securities will also be exchangeable by the Holders for Certificated Debt
Securities if an Event of Default with respect to the Book-Entry Debt Securities
represented by such Global Debt Securities has occurred and is continuing. Any
Certificated Debt Securities issued in exchange for a Global Debt Security will
be registered in such name or names as the Depository shall instruct the
Trustee. It is expected that such instructions will be based upon directions
received by the Depository from participants with respect to ownership of
Book-Entry Debt Securities relating to such Global Debt Security.
The foregoing information in this section concerning the Depository and the
Depository's book-entry system has been obtained from sources the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL
Other than as described in the applicable Prospectus Supplement, there are
no covenants or other provisions in the Indenture providing for a put or
increased interest or otherwise that would afford holders of Debt Securities
additional protection in the event of a recapitalization transaction, a change
of control of the Company or a highly leveraged transaction.
COVENANTS
Unless otherwise indicated in this Prospectus or a Prospectus Supplement,
the Debt Securities will not have the benefit of any covenants that limit or
restrict the Company's business or operations, the pledging of the Company's
assets or the incurrence of indebtedness of the Company.
With respect to any series of Senior Subordinated Debt Securities, the
Company will agree not to issue Debt which is, expressly by its terms,
subordinated in right of payment to any other Debt of the Company and which is
not expressly made pari passu with, or subordinate and junior in right of
payment to, the Senior Subordinated Debt Securities.
The applicable Prospectus Supplement will describe any material covenants
in respect of a series of Debt Securities. Other than the covenants of the
Company included in the Indenture as described above or as
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<PAGE> 17
described in the applicable Prospectus Supplement, there are no covenants or
other provisions in the Indenture providing for a put or increased interest or
otherwise that would afford holders of Debt Securities additional protection in
the event of a recapitalization transaction, a change of control of the Company
or a highly leveraged transaction.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The Company may not, in any transaction or series of transactions, merge or
consolidate with or into, or sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets as an entirety
to, any person or persons, and the Company will not permit any of its
significant subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of the
Company or the Company and its significant subsidiaries, taken as a whole, to
any other person or persons, unless at the time of and after giving effect
thereto (a) either (i) if the transaction or series of transactions is a merger
or consolidation, the Company shall be the surviving person of such merger or
consolidation, or (ii) the person formed by such consolidation or into which the
Company or such significant subsidiary is merged or to which the properties and
assets of the Company or such significant subsidiary, as the case may be, are
transferred (any such surviving person or transferee person being the "Surviving
Entity") shall be a corporation organized and existing under the laws of the
United States of America, any state thereof or the District of Columbia and
shall expressly assume by a supplemental indenture executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all the obligations of
the Company under the Debt Securities and the Indenture, and in each case, the
Indenture shall remain in full force and effect and (b) immediately before and
immediately after giving effect to such transaction or series of transactions on
a pro forma basis (including, without limitation, any Indebtedness (as defined
in the Indenture) incurred or anticipated to be incurred in connection with or
in respect of such transaction or series of transactions), no Default or Event
of Default shall have occurred and be continuing.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable Prospectus Supplement, the
following will be Events of Default under the Indenture with respect to Debt
Securities of any series:
(a) default in payment of any principal of, or premium, if any;
(b) default for 30 days in payment of any interest;
(c) default by the Company in the observance or performance of any
other covenant in the Debt Securities or the Indenture for 45 days after
written notice from the Trustee or the holders of not less than 25% in
aggregate principal amount of the Debt Security of that series then
outstanding;
(d) default or defaults under one or more agreements, instruments,
mortgages, bonds, debentures or other evidences of Indebtedness under which
the Company or any significant subsidiary of the Company then has
outstanding Indebtedness in excess of $10 million, individually or in the
aggregate, and either (a) such Indebtedness is already due and payable in
full or (b) such default or defaults have resulted in the acceleration of
the maturity of such Indebtedness;
(e) any final judgment or judgments which can no longer be appealed
for the payment of money in excess of $10 million (not covered by
insurance) shall be rendered against the Company or any significant
subsidiary and shall not be discharged for any period of 60 consecutive
days during which a stay of enforcement shall not be in effect; and
(f) certain events involving bankruptcy, insolvency or reorganization
of the Company or any significant subsidiary.
The Indenture provides that the Trustee may withhold notice to the holders
of the Debt Securities of any series of any default (except in payment of
principal or premium, if any, or interest on the Debt Securities of
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such series) if the Trustee considers it to be in the best interest of the
holders of the Debt Securities of such series to do so.
The Indenture provides that if an Event of Default (other than an Event of
Default resulting from certain events of bankruptcy, insolvency or
reorganization) shall have occurred and be continuing, then the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of any series then outstanding may declare to be immediately due and
payable the entire principal amount of all the Debt Securities of such series
then outstanding plus accrued interest to the date of acceleration and such
amounts shall become immediately due and payable; provided, however, that after
such acceleration but before a judgment or decree based on acceleration is
obtained by the Trustee, the holders of a majority in aggregate principal amount
of outstanding Debt Securities of such series may, under certain circumstances,
rescind and annul such acceleration if all Events of Default, other than
nonpayment of accelerated principal, premium or interest, have been cured or
waived as provided in the Indenture, provided, however, that so long as the
Senior Credit Facility shall be in full force and effect, if any Event of
Default shall have occurred and be continuing (other than as specified in clause
(f)), the Debt Securities of such series shall not become due and payable until
the earlier to occur of (x) five business days following the delivery of a
written notice of such acceleration of the Debt Securities of such series to the
agent under the Senior Credit Facility and (y) the acceleration of any
Indebtedness under the Senior Credit Facility. In case an Event of Default
resulting from certain events of bankruptcy, insolvency or reorganization shall
occur, the principal, premium and interest amount with respect to all of the
Debt Securities of any series shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the holders of the Debt
Securities of that Series.
The holders of a majority in principal amount of the Debt Securities of a
series then outstanding shall have the right to waive any existing default or
compliance with any provision of the Indenture or the Debt Securities of that
series and to direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee, subject to certain limitations specified in
the Indenture.
No holder of any Debt Security of a series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless such holder shall have previously given to the Trustee written notice of
a continuing Event of Default and unless the holders of at least 25% in
aggregate principal amount of the outstanding Debt Securities of such series
shall have made written request and offered reasonable indemnity to the Trustee
to institute such proceeding as a trustee, and unless the Trustee shall not have
received from the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of such series a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
However, such limitations do not apply to a suit instituted for payment on Debt
Securities of any series on or after the respective due dates expressed in such
Debt Security.
MODIFICATION AND WAIVER
From time to time, the Company and the Trustee may, without the consent of
holders of the Debt Securities of one or more series, amend the Indenture or the
Debt Securities of one or more series or supplement the Indenture for certain
specified purposes, including (i) providing for the issuance of and establishing
the form and terms and conditions of any Debt Securities, (ii) providing for the
acceptance of appointment under the Indenture of a successor Trustee with
respect to the Debt Securities of one or more series, (iii) providing for
uncertificated Debt Securities in addition to certificated Debt Securities, and
(iv) curing any ambiguity, defect or inconsistency, or making any other change
that does not adversely affect the rights of any holder. The Indenture contains
provisions permitting the Company and the Trustee, with the consent of holders
of at least a majority in principal amount of the outstanding Securities of a
series, to modify or supplement the Indenture or the Debt Securities of one or
more series, except that no such modification shall, without the consent of each
holder affected thereby, (i) reduce the amount of Debt Securities whose holders
must consent to an amendment, supplement, or waiver to the Indenture or such
Debt Security, (ii) reduce the rate of or change the time for payment of
interest on any Debt Security, (iii) reduce the principal of or premium on or
change the stated maturity of any Debt Security, (iv) make any Debt Security
payable in money other than that stated in the Debt Security, (v) change the
amount or time of any payment required by the Debt Securities or reduce the
premium payable upon any redemption thereof, or change the
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<PAGE> 19
time before which no such redemption may be made, (vi) waive a default on the
payment of the principal of, interest on, or redemption payment with respect to
any Debt Security, (vii) take any other action otherwise prohibited by the
Indenture to be taken without the consent of each holder affected thereby.
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
The Indenture provides the Company may elect either (a) to defease and be
discharged from any and all obligations with respect to any Debt Securities
(except for the obligations to register the transfer or exchange of such Debt
Securities, to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities, to maintain an office or agency in respect of the Debt Securities
and to hold monies for payment in trust) ("defeasance") or (b) to be released
from their obligations with respect to the Debt Securities under certain
covenants contained in the Indenture, as well as any additional covenants which
may be set forth in the applicable Prospectus Supplement ("covenant
defeasance"), upon the deposit with the Trustee (or other qualifying trustee),
in trust for such purpose, of money and/or U.S. Government Obligations or
Foreign Government Obligations (each as defined in the Indenture) which through
the payment of principal and interest in accordance with their terms will
provide money, in an amount sufficient to pay the principal of, premium, if any,
and interest on the Debt Securities of a series, on the scheduled due dates
therefor or on a selected date of redemption in accordance with the terms of the
Indenture. Such a trust may only be established if, among other things, the
Company has delivered to the Trustee an opinion of counsel (as specified in the
Indenture) (i) to the effect that neither the trust nor the Trustee will be
required to register as an investment company under the Investment Company Act
of 1940, as amended, and (ii) describing either a private ruling concerning the
Debt Securities or a published ruling of the Internal Revenue Service, to the
effect that holders of the Debt Securities or persons in their positions will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred.
GUARANTEES
The Company's payment obligation under any series of Debt Securities may be
guaranteed by one or more Guarantors. The terms of any such guarantee will be
set forth in the applicable Prospectus Supplement.
REGARDING THE TRUSTEE
The Trustee with respect to any series of Debt Securities will be
identified in the Prospectus Supplement relating to such Debt Securities. The
Indenture and provisions of the TIA incorporated by reference therein contain
certain limitations on the rights of the Trustee, should it become a creditor of
the Company, to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim, as security or
otherwise. The Trustee and its affiliates may engage in, and will be permitted
to continue to engage in, other transactions with the Company and its
affiliates, provided, however, that if it acquires any conflicting interest (as
defined in the TIA), it must eliminate such conflict or resign.
The holders of a majority in principal amount of the then outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee. The TIA and the Indenture provide that in case an Event of Default
shall occur (and be continuing), the Trustee will be required, in the exercise
of its rights and powers, to use the degree of care and skill of a prudent man
in the conduct of his own affairs. Subject to such provision, the Trustee will
be under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the holders of the Debt Securities issued
thereunder, unless they have offered to the Trustee indemnity satisfactory to
it.
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DESCRIPTION OF PREFERRED STOCK
Under the Certificate of Incorporation, as amended, of the Company (the
"Certificate of Incorporation"), shares of Preferred Stock may be issued from
time to time, in one or more classes or series, as authorized by the Board of
Directors, generally without the approval of the stockholders. Prior to issuance
of shares of each series, the Board of Directors is required by the General
Corporation Law of the State of Delaware (the "DGCL") and the Certificate of
Incorporation to adopt resolutions and file a Certificate of Designation (the
"Certificate of Designation") with the Secretary of State of Delaware, fixing
for each such class or series the designations, powers, preferences and rights
of the shares of such class or series and the qualifications, limitations or
restrictions thereon, including, but not limited to, dividend rights, dividend
rate or rates, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences as are permitted by the DGCL. The Board of Directors
could authorize the issuance of shares of Preferred Stock with terms and
conditions which could have the effect of discouraging a takeover or other
transaction which holders of some, or a majority, of such shares might believe
to be in their best interests or in which holders of some, or a majority, of
such shares might receive a premium for their shares over the then-market price
of such shares.
Subject to limitations prescribed by the DGCL, the Certificate of
Incorporation and the By-Laws of the Company (the "By-Laws"), the Board of
Directors is authorized to fix the number of shares constituting each class or
series of Preferred Stock and the designations and powers, preferences and
relative, participating, optional or other special rights, including such
provisions as may be desired concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and such
other subjects or matters as may be fixed by resolution of the Board of
Directors or duly authorized committee thereof. The Preferred Stock offered
hereby will, when issued, be fully paid and nonassessable and will not have, or
be subject to, any preemptive or similar rights.
Reference is made to the Prospectus Supplement relating to the class or
series of Preferred Stock being offered for the specific terms thereof,
including:
(1) the title and stated value of such Preferred Stock;
(2) the number of shares of such Preferred Stock offered, the
liquidation preference per share and the purchase price of such Preferred
Stock;
(3) the dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation thereof applicable to such Preferred Stock;
(4) whether dividends shall be cumulative or non-cumulative and, if
cumulative, the date from which dividends on such Preferred Stock shall
accumulate;
(5) the procedures for any auction and remarketing, if any, for such
Preferred Stock;
(6) the provisions for a sinking fund, if any, for such Preferred
Stock;
(7) the provisions for redemption, if applicable, of such Preferred
Stock;
(8) any listing of such Preferred Stock on any securities exchange or
market;
(9) the terms and conditions, if any, upon which such Preferred Stock
will be convertible into Class A Stock of the Company, including the
conversion price (or manner of calculation thereof) and conversion period;
(10) the terms and conditions, if any, upon which Preferred Stock will
be exchangeable into Debt Securities of the Company, including the exchange
price (or manner of calculation thereof) and exchange period;
(11) voting rights, if any, of such Preferred Stock;
(12) whether interests in such Preferred Stock will be represented by
depositary shares;
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(13) a discussion of any material and/or special United States federal
income tax considerations applicable to such Preferred Stock;
(14) the relative ranking and preferences of such Preferred Stock as
to dividend rights and rights upon liquidation, dissolution or winding up
of the affairs of the Company;
(15) any limitations on issuance of any class or series of Preferred
Stock ranking senior to or on a parity with such series of Preferred Stock
as to dividend rights and rights upon liquidation, dissolution or winding
up of the affairs of the Company; and
(16) any other specific terms, preferences, rights, limitations or
restrictions of such Preferred Stock.
Unless otherwise specified in the Prospectus Supplement, the Preferred
Stock will, with respect to dividend rights and rights upon liquidation,
dissolution or winding up of the Company rank: (i) senior to all classes or
series of Class A Stock of the Company, and to all equity securities issued by
the Company the terms of which specifically provide that such equity securities
rank junior to such Preferred Stock with respect to dividend rights or rights
upon liquidation, dissolution or winding up of the Company; (ii) on a parity
with all equity securities issued by the Company that do not rank senior or
junior to the Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company and (iii) junior to all
equity securities issued by the Company the terms of which do not specifically
provide that such equity securities rank on a parity with or junior to the
Preferred Stock with respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company (including any entity with which the
Company may be merged or consolidated or to which all or substantially all the
assets of the Company may be transferred or which transfers all or substantially
all of the assets of the Company). As used for these purposes, the term "equity
securities" does not include convertible debt securities.
DESCRIPTION OF CLASS A STOCK
GENERAL
The Company's authorized common stock consists of 75,000,000 shares of
Class A Stock, approximately 28,691,080 of which were issued and outstanding as
of April 3, 1998 and 37,500,000 shares of Class B Common Stock, $.001 par value
per share (the "Class B Stock"), 18,762,512 of which were issued and outstanding
as of April 3, 1998 (in each case, after giving effect to the Company's
three-for-two stock split effected in the form of a 50% stock dividend paid on
February 27, 1998).
VOTING RIGHTS; CONVERSION OF CLASS B STOCK
Except for voting rights, the rights of the holders of the Class A Stock
and the Class B Stock are substantially identical. The holders of the Class A
Stock and the holders of the Class B Stock vote together as a single class
(except as may otherwise be required by Delaware law), with the holders of the
Class A Stock entitled to one vote per share and the holders of Class B Stock
entitled to ten votes per share, on all matters on which the holders of Common
Stock are entitled to vote. Each share of Class B Stock is convertible at the
option of its holder into one share of Class A Stock at any time. In addition,
each share of Class B Stock converts automatically into one share of Class A
Stock upon the sale or other transfer of such share of Class B Stock to a person
who, or entity which, is not a Permitted Transferee. Permitted Transferees
include (i) Kevin P. Reilly, Sr.; (ii) a descendant of Kevin P. Reilly, Sr.;
(iii) a spouse or surviving spouse (even if remarried) of any individual named
or described in (i) or (ii) above; (iv) any estate, trust, guardianship,
custodianship, curatorship or other fiduciary arrangement for the primary
benefit of any one or more of the individuals named or described in (i), (ii)
and (iii) above; and (v) any corporation, partnership, limited liability company
or other business organization controlled by and substantially all of the
interests in which are owned, directly or indirectly, by any one or more of the
individuals and entities named or described in (i), (ii), (iii) and (iv) above.
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Under Delaware law, the affirmative vote of the holders of a majority of
the outstanding shares of any class of common stock is required to approve any
amendment to the Certificate of Incorporation that would increase or decrease
the par value of such class, or modify or change the powers, preferences or
special rights of the shares of any class so as to affect such class adversely.
The Certificate of Incorporation provides that no such separate class vote shall
be available for increases or decreases in the number of authorized shares of
Class A Stock.
DIVIDENDS; LIQUIDATION RIGHTS
All of the outstanding shares of Common Stock are fully paid and
nonassessable. In the event of the liquidation or dissolution of the Company,
following any required distribution to the holders of outstanding shares of
Preferred Stock, the holders of Common Stock are entitled to share pro rata in
any balance of the corporate assets available for distribution to them. The
Company may pay dividends if, when and as declared by the Board of Directors
from funds legally available therefor, subject to the restrictions set forth in
the Company's Existing Indentures and the Senior Credit Facility. Subject to the
preferential rights of the holders of any class of preferred stock, holders of
shares of Common Stock are entitled to receive such dividends as may be declared
by the Company's Board of Directors out of funds legally available for such
purpose. No dividend may be declared or paid in cash or property on any share of
either class of Common Stock unless simultaneously the same dividend is declared
or paid on each share of the other class of Common Stock, provided that, in the
event of stock dividends, holders of a specific class of Common Stock shall be
entitled to receive only additional shares of such class.
OTHER PROVISIONS
The Common Stock is redeemable in the manner and on the conditions
permitted under Delaware law and as may be authorized by the Board of Directors.
Holders of Common Stock have no preemptive rights.
TRANSFER AGENT
American Stock Transfer and Trust Company serves as the transfer agent and
registrar for the Class A Stock.
DESCRIPTION OF WARRANTS
The Company may issue warrants to purchase Debt Securities (the "Debt
Warrants"), Preferred Stock (the "Preferred Stock Warrants") or Class A Stock
(the "Class A Stock Warrants" and, collectively with the Debt Warrants and the
Preferred Stock Warrants, the "Warrants"). Warrants may be issued independently
or together with any Offered Securities and may be attached to or separate from
such Offered Securities. The Warrants are to be issued under warrant agreements
(each a "Warrant Agreement") to be entered into between the Company and a bank
or trust company, as warrant agent (the "Warrant Agent"), all as shall be set
forth in the Prospectus Supplement relating to the Warrants being offered
pursuant thereto.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, the Warrant Agreement relating to such Debt Warrants
and the Debt Warrant certificates representing such Debt Warrants, including the
following:
(1) the title for such Debt Warrants;
(2) the aggregate number of such Debt Warrants;
(3) the price or prices at which such Debt Warrants will be issued;
(4) the designation, aggregate principal amount and terms of the Debt
Securities purchasable upon exercise of such Debt Warrants, and the
procedures and conditions relating to the exercise of such Debt Warrants;
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(5) the designation and terms of any related Debt Securities with
which such Debt Warrants are issued, and the number of such Debt Warrants
issued with each such security;
(6) the date, if any, on and after which such Debt Warrants and the
related Debt Securities will be separately transferable;
(7) the principal amount of Debt Securities purchasable upon exercise
of each Debt Warrant, and the price at which such principal amount of Debt
Securities may be purchased upon such exercise;
(8) the date on which such right shall expire;
(9) the maximum or minimum number of such Debt Warrants which may be
exercised at any time;
(10) a discussion of the material United States federal income tax
considerations applicable to the exercise of such Debt Warrants; and
(11) any other terms of such Debt Warrants and terms, procedures and
limitations relating to the exercise of such Debt Warrants.
Debt Warrant certificates will be exchangeable for new Debt Warrant
certificates of different denominations, and Debt Warrants may be exercised at
the corporate trust office of the Warrant Agent or any other office indicated in
the applicable Prospectus Supplement. Prior to the exercise of their Debt
Warrants, holders of Debt Warrants will not have any of the rights of holders of
the securities purchasable upon such exercise and will not be entitled to
payments of principal of (or premium, if any) or interest, if any, on the
securities purchasable upon such exercise.
OTHER WARRANTS
The applicable Prospectus Supplement will describe the following terms of
Preferred Stock Warrants or Class A Stock Warrants in respect of which this
Prospectus is being delivered:
(1) the title of such Warrants;
(2) the securities for which such Warrants are exercisable;
(3) the price or prices at which such Warrants will be issued;
(4) the number of such Warrants issued with each share of Preferred
Stock or Class A Stock;
(5) any provisions for adjustment of the number or amount of shares of
Preferred Stock or Class A Stock receivable upon exercise of such Warrants
or the exercise price of such Warrants;
(6) if applicable, the date on and after which such Warrants and the
related Preferred Stock or Class A Stock will be separately transferable;
(7) if applicable, a discussion of the material United States federal
income tax considerations applicable to the exercise of such Warrants;
(8) any other terms of such Warrants, including terms, procedures and
limitations relating to the exchange and exercise of such Warrants;
(9) the date on which the right to exercise such Warrants shall
commence, and the date on which such right shall expire; and
(10) the maximum or minimum number of such Warrants which may be
exercised at any time.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder of Warrants to purchase for cash such
principal amount of Debt Securities or shares of Preferred Stock or Class A
Stock at such exercise price as shall in each case be set forth in, or be
determinable as set forth in, the Prospectus Supplement relating to the Warrants
offered thereby. Warrants may be exercised at any time up to the close of
business on the expiration date set forth in the
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Prospectus Supplement relating to the Warrants offered thereby. After the close
of business on the expiration date, unexercised Warrants will become void.
Warrants may be exercised as set forth in the Prospectus Supplement
relating to the Warrants offered thereby. Upon receipt of payment and the
Warrant certificate properly completed and duly executed at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, forward the Debt
Securities or shares of Preferred Stock or Class A Stock purchasable upon such
exercise. If less than all of the Warrants represented by such Warrant
certificate are exercised, a new Warrant certificate will be issued for the
remaining Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities being offered hereby: (i)
directly to purchasers, (ii) through agents, (iii) through dealers, (iv) through
underwriters or (v) through a combination of any such methods of sale.
The distribution of the Offered Securities may be effected from time to
time in one or more transactions either: (i) at a fixed price or prices, which
may be changed, (ii) at market prices prevailing at the time of sale, (iii) at
prices related to such prevailing market prices or (iv) at negotiated prices.
Offers to purchase Offered Securities may be solicited directly by the
Company. Offers to purchase Offered Securities may also be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an "underwriter" as that term is defined in the Securities Act, may then
resell such Offered Securities to the public at varying prices to be determined
by such dealer at the time of resale.
If an underwriter is, or underwriters are, utilized in the sale, the
Company will execute an underwriting agreement with such underwriters at the
time of the sale to them, and the names of the underwriters will be set forth in
the Prospectus Supplement, which will be used by the underwriters to make
resales of the Offered Securities in respect of which this Prospectus is
delivered to the public. In connection with the sale of Offered Securities, such
underwriters may be deemed to have received compensation from the Company in the
form of underwriting discounts or commissions and may also receive commissions
from purchasers of Offered Securities for whom they may act as agents.
Underwriters may also sell Offered Securities to or through dealers, and such
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents. Any underwriting compensation paid by the Company
to underwriters in connection with the offering of Offered Securities, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers, will be set forth in the applicable Prospectus Supplement.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with the Company, to indemnification by the
Company against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which they may be
required to make in respect thereof. Underwriters and agents may engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters, dealers, or other persons to solicit offers by certain
institutions to purchase Offered Securities pursuant to contracts providing for
payment and delivery on a future date or dates. Institutions into which such
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others. The obligations of any purchaser under any such contract will not be
subject to any conditions except that (a) the purchase of the Offered Securities
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject and (b) if the Offered
Securities are also being sold to underwriters, the Company shall have sold to
such underwriters the Offered Securities not sold for delayed delivery. The
underwriters, dealers and such other persons will not have any responsibility in
respect to the validity or performance of such contracts. The Prospectus
Supplement relating to such contracts will set forth the price to be paid for
Offered Securities
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pursuant to such contracts, the commissions payable for solicitation of such
contracts and the date or dates in the future for delivery of Offered Securities
pursuant to such contracts.
Any underwriter may engage in stabilizing and syndicate covering
transactions in accordance with Rule 104 under Regulation M of the Exchange Act.
Rule 104 permits stabilizing bids to purchase the underlying security so long as
the stabilizing bids do not exceed a specified maximum. The underwriters may
overallot shares of the Class A Stock, Preferred Stock or, to the extent
applicable, Warrants, in connection with an offering of Class A Stock, Preferred
Stock or, to the extent applicable, Warrants, respectively, thereby creating a
short position in the underwriters' account. Syndicate covering transactions
involve purchases of Offered Securities in the open market after the
distribution has been completed in order to cover syndicate short positions.
Stabilizing and syndicate covering transactions may cause the price of Offered
Securities to be higher than it would otherwise be in the absence of such
transactions. These transactions, if commenced, may be discontinued at any time.
The anticipated date of delivery of Offered Securities will be set forth in
the applicable Prospectus Supplement relating to each offer.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by Palmer & Dodge LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Lamar Advertising Company and
Subsidiaries as of October 31, 1996 and December 31, 1997, and for the years
ended October 31, 1995 and 1996, the two months ended December 31, 1996, and the
year ended December 31, 1997, 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 Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing.
The consolidated balance sheets of Penn Advertising, Inc. and subsidiaries
as of December 31, 1996 and 1995 and the related consolidated statements of
income and accumulated deficit and cash flows for the years then ended have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of Philip R. Friedman and Associates, independent certified
public accountants, incorporated by reference herein and upon the authority of
said firm as experts in accounting and auditing.
The statement of assets acquired and liabilities assumed of National
Advertising Company - Lamar Acquisition as of August 14, 1997, and the related
statement of revenues and expenses for the years ended December 31, 1996 and
1995, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY (AS DEFINED HEREIN). THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES, BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE SUCH DATE.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................... 3
Incorporation of Certain Documents by
Reference............................. 3
Note Regarding Forward-Looking
Statements............................ 4
Risk Factors............................ 5
The Company............................. 9
Use of Proceeds......................... 10
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends............. 10
General Description of Offered
Securities............................ 10
Description of Debt Securities.......... 10
Description of Preferred Stock.......... 18
Description of Class A Stock............ 19
Description of Warrants................. 20
Plan of Distribution.................... 22
Legal Matters........................... 23
Experts................................. 23
</TABLE>
================================================================================
================================================================================
$500,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES
PREFERRED STOCK
CLASS A COMMON STOCK
WARRANTS
[LOGO]
-----------------
PROSPECTUS
-----------------
, 1998
================================================================================
<PAGE> 27
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 Company
in connection with the issuance and distribution of the Offered Securities.
<TABLE>
<S> <C>
SEC registration fee . . . . . . . . . . . . . . . . . . . . $ 147,500
Printing and engraving expenses . . . . . . . . . . . . . . . 300,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . 200,000
Accounting fees and expenses . . . . . . . . . . . . . . . . 100,000
Rating agency fees . . . . . . . . . . . . . . . . . . . . . 50,000
Transfer agent fees and expenses . . . . . . . . . . . . . . 15,000
Fees and expenses of the Trustee . . . . . . . . . . . . . . 15,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 22,500
Total . . . . . . . . . . . . . . . . . . . $ 850,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
grants Lamar 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
Lamar, or is or was serving at the request of Lamar 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 Lamar, and with 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 Lamar where the person involved is adjudged to be liable to
Lamar except to the extent approved by a court.
Lamar'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
Lamar 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 judgement or the shareholders or directors of Lamar
has not acted, with willful or intentional misconduct. The indemnification
provided for in Lamar's By-laws is expressly not exclusive of any other rights
to which those seeking indemnification may be entitled as a matter of law.
Lamar's Certificate of Incorporation provides that directors of Lamar
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
Lamar 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 Company carries Directors' and Officers' insurance which covers
its directors and officers against certain liabilities they may incur when
acting in their capacity as directors or officers of the Company.
II-1
<PAGE> 28
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 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;
(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 which remain unsold at
the termination of the offering.
(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 an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(h) 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 foregoing provisions, 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 Securities Act of 1933 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.
(j) The undersigned registrant hereby undertakes to file an
application determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305 (b)(2) of the Act.
II-2
<PAGE> 29
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 April 20,
1998.
LAMAR ADVERTISING COMPANY
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Lamar Corporation,
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
/s/ Jack S. Rome, Jr. Director April 20, 1998
- -------------------------------------
Jack S. Rome, Jr.
/s/ William R. Schmidt Director April 20, 1998
- -------------------------------------
William R. Schmidt
/s/ T. Everett Stewart, Jr. Director April 20, 1998
- -------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-3
<PAGE> 30
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 April 20,
1998.
THE LAMAR CORPORATION
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Lamar Corporation,
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director April 20, 1998
- -------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-4
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR AIR, LLC
By: THE LAMAR CORPORATION
------------------------------------
its Manager
By: /s/ Kevin P. Reilly, Jr.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-5
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
TLC PROPERTIES, L.L.C.
By: TLC PROPERTIES, INC.
-----------------------------------
its Manager
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-6
<PAGE> 33
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 April 20,
1998.
LAMAR TEXAS LIMITED PARTNERSHIP
By: LAMAR TEXAS GENERAL PARTNER, INC.
-----------------------------------
its General Partner
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-7
<PAGE> 34
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 April 20,
1998.
MINNESOTA LOGOS, A PARTNERSHIP
By: MINNESOTA LOGOS, INC.
---------------------------------------
its General Partner
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-8
<PAGE> 35
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 April 20,
1998.
LAMAR TENNESSEE LIMITED PARTNERSHIP II
By: THE LAMAR CORPORATION
-----------------------------------
its General Partner
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-9
<PAGE> 36
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 April 20,
1998.
LAMAR TENNESSEE LIMITED PARTNERSHIP
By: THE LAMAR CORPORATION
------------------------------------
its General Partner
By: /s/ Kevin P. Reilly, Jr.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-10
<PAGE> 37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
GEORGIA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Georgia Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-11
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
INTERSTATE LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Interstate Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-12
<PAGE> 39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
FLORIDA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Florida Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-13
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
KANSAS LOGOS INC.
/s/ T. Everett Stewart, Jr.
-----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Kansas Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-14
<PAGE> 41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
KENTUCKY LOGOS, INC.
/s/ T. Everett Stewart, Jr.
---------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Kentucky Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-15
<PAGE> 42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
MICHIGAN LOGOS, INC.
/s/ T. Everett Stewart, Jr.
-----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Michigan Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-16
<PAGE> 43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
MINNESOTA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Minnesota Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-17
<PAGE> 44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
MISSISSIPPI LOGOS, INC.
/s/ T. Everett Stewart, Jr.
----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Mississippi Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-18
<PAGE> 45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
MISSOURI LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Missouri Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-19
<PAGE> 46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
NEBRASKA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Nebraska Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-20
<PAGE> 47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
NEVADA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
-----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Nevada Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-21
<PAGE> 48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
NEW JERSEY LOGOS, INC.
/s/ T. Everett Stewart, Jr.
----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of New Jersey Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-22
<PAGE> 49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
OHIO LOGOS, INC.
/s/ T. Everett Stewart, Jr.
----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Ohio Logos, Inc., 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 thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-23
<PAGE> 50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
OKLAHOMA LOGO SIGNS, INC.
/s/ T. Everett Stewart, Jr.
---------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Oklahoma Logo Signs,
Inc., 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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-24
<PAGE> 51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
SOUTH CAROLINA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of South Carolina Logos,
Inc., 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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-25
<PAGE> 52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
TENNESSEE LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Tennessee Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-26
<PAGE> 53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
TEXAS LOGOS, INC.
/s/ T. Everett Stewart, Jr.
---------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Texas Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-27
<PAGE> 54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
UTAH LOGOS, INC.
/s/ T. Everett Stewart, Jr.
----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Utah Logos, Inc., 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 thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-28
<PAGE> 55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
VIRGINIA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Virginia Logos, Inc.,
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
thereof.
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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-29
<PAGE> 56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF COLORADO
SPRINGS, INC.
/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 of
Colorado Springs, Inc., hereby severally constitute and appoint Kevin P. Reilly
and Jr., 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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-30
<PAGE> 57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF HUNTINGTON-
BRIDGEPORT, INC.
/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 of
Huntington-Bridgeport, Inc., hereby severally constitute and appoint Kevin P.
Reilly and Jr., 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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-31
<PAGE> 58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF JACKSON, INC.
/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 of
Jackson, Inc., hereby severally constitute and appoint Kevin P. Reilly and Jr.,
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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-32
<PAGE> 59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF MICHIGAN, INC.
/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 of
Michigan, Inc., hereby severally constitute and appoint Kevin P. Reilly and
Jr., 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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-33
<PAGE> 60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF MISSOURI, INC.
/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 of
Missouri, Inc., hereby severally constitute and appoint Kevin P. Reilly and
Jr., 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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-34
<PAGE> 61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF MOBILE, INC.
/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 of
Mobile, Inc., hereby severally constitute and appoint Kevin P. Reilly and Jr.,
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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-35
<PAGE> 62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF PENN, INC.
/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 of
Penn, Inc., hereby severally constitute and appoint Kevin P. Reilly and Jr.,
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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-36
<PAGE> 63
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF SOUTH
GEORGIA, INC.
/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 of
South Georgia, Inc., hereby severally constitute and appoint Kevin P. Reilly
and Jr., 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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-37
<PAGE> 64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF SOUTH
MISSISSIPPI, INC.
/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 of
South Mississippi, Inc., hereby severally constitute and appoint Kevin P.
Reilly and Jr., 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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-38
<PAGE> 65
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF
YOUNGSTOWN, INC.
/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 of
Youngstown, Inc., hereby severally constitute and appoint Kevin P. Reilly and
Jr., 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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-39
<PAGE> 66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR PENSACOLA TRANSIT, INC.
/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 Pensacola Transit,
Inc., hereby severally constitute and appoint Kevin P. Reilly and Jr., 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
thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-40
<PAGE> 67
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR TENNESSEE LIMITED
PARTNER, INC.
/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 Tennessee Limited
Partner, Inc., hereby severally constitute and appoint Kevin P. Reilly and Jr.,
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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-41
<PAGE> 68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR TEXAS GENERAL PARTNER, INC.
/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 Texas General
Partner, Inc., hereby severally constitute and appoint Kevin P. Reilly and Jr.,
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 thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-42
<PAGE> 69
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ELECTRICAL, INC.
/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 Electrical, Inc.,
hereby severally constitute and appoint Kevin P. Reilly and Jr., 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
thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-43
<PAGE> 70
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
TLC PROPERTIES, INC.
/s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TLC Properties, Inc.,
hereby severally constitute and appoint Kevin P. Reilly and Jr., 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
thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-44
<PAGE> 71
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
TLC PROPERTIES II, INC.
/s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TLC Properties II, Inc.,
hereby severally constitute and appoint Kevin P. Reilly and Jr., 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
thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-45
<PAGE> 72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
CANADIAN TODS LIMITED
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Canadian TODS Limited,
hereby severally constitute and appoint Kevin P. Reilly and Jr., 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
thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director April 20, 1998
- -------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-46
<PAGE> 73
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 April 20,
1998.
LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
/s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Canadian TODS Limited,
hereby severally constitute and appoint Kevin P. Reilly and Jr., 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
thereof.
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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
</TABLE>
II-47
<PAGE> 74
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
1.1* -- Form of Underwriting Agreement.
3.1(a) -- Amended and Restated Certificate of Incorporation of Lamar
Advertising Company.
3.2(b) -- Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Lamar Advertising Company.
3.3(c) -- By-Laws of Lamar Advertising Company, as amended.
4.1+ -- Form of Indenture.
4.2(d) -- Specimen certificate for shares of the Class A Common Stock of the
Company.
4.3* -- Certificate of Designation.
4.4* -- Form of Preferred Stock Certificate.
4.5* -- Form of Warrant Agreement.
4.6* -- Form of Warrant.
5.1+ -- Opinion of Palmer & Dodge LLP.
12.1+ -- Lamar Advertising Company Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividends.
23.1+ -- Consent of Palmer & Dodge LLP (included as part of their opinion
listed as Exhibit 5.1).
23.2+ -- Consent of KPMG Peat Marwick LLP, independent accountants of the
Company.
23.3+ -- Consent of Philip R. Friedman and Associates, independent
accountants of Penn Advertising, Inc.
23.4+ -- Consent of Coopers & Lybrand L.L.P., independent accountants of
National Advertising Company - Lamar Acquisition.
24.1+ -- Powers of Attorney (included on signature pages).
25.1** -- Statement of Eligibility of Trustee on Form T-1.
</TABLE>
- --------------------
* To be filed by amendment or by a Current Report on Form 8-K pursuant to
Item 601(b) of Regulation S-K.
** To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture
Act of 1939, as amended.
+ Filed herewith.
(a) Previously filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by reference.
(b) Previously filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 1-12407), and incorporated
herein by reference.
(c) Previously filed as Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by reference.
(d) 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.
<PAGE> 1
Exhibit 4.1
LAMAR ADVERTISING COMPANY
and
_______________________________________, as Trustee
_____________________
INDENTURE
Dated as of ___________________, 1998
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Other Definitions . . . . . . . . . . . . . . . . . . 5
Section 1.3 Incorporation by Reference of Trust Indenture Act . . 5
Section 1.4 Rules of Construction . . . . . . . . . . . . . . . . 6
ARTICLE 2.
THE SECURITIES
Section 2.1 Issuable in Series . . . . . . . . . . . . . . . . . 6
Section 2.2 Establishment of Terms of Series of Securities . . . 6
Section 2.3 Execution and Authentication. . . . . . . . . . . . . 9
Section 2.4 Registrar and Paying Agent . . . . . . . . . . . . . 10
Section 2.5 Paying Agent To Hold Assets in Trust . . . . . . . . 10
Section 2.6 Securityholder Lists. . . . . . . . . . . . . . . . . 11
Section 2.7 Transfer and Exchange . . . . . . . . . . . . . . . . 11
Section 2.8 Replacement Securities . . . . . . . . . . . . . . . 12
Section 2.9 Outstanding Securities . . . . . . . . . . . . . . . 12
Section 2.10 Treasury Securities . . . . . . . . . . . . . . . . . 13
Section 2.11 Temporary Securities . . . . . . . . . . . . . . . . 13
Section 2.12 Cancellation . . . . . . . . . . . . . . . . . . . . 13
Section 2.13 Defaulted Interest . . . . . . . . . . . . . . . . . 14
Section 2.14 CUSIP Number . . . . . . . . . . . . . . . . . . . . 14
Section 2.15 Provisions for Global Securities . . . . . . . . . . 14
ARTICLE 3.
REDEMPTION
Section 3.1 Notices to Trustee . . . . . . . . . . . . . . . . . 15
Section 3.2 Selection by Trustee of Securities To Be Redeemed. . 15
Section 3.3 Notice of Redemption . . . . . . . . . . . . . . . . 16
Section 3.4 Effect of Notice of Redemption . . . . . . . . . . . 17
Section 3.5 Deposit of Redemption Price . . . . . . . . . . . . . 17
Section 3.6 Securities Redeemed in Part . . . . . . . . . . . . . 17
ARTICLE 4.
COVENANTS
Section 4.1 Payment of Securities . . . . . . . . . . . . . . . . 18
Section 4.2 SEC Reports . . . . . . . . . . . . . . . . . . . . . 18
Section 4.3 Waiver of Stay, Extension or Usury Laws . . . . . . . 18
Section 4.4 Compliance Certificate. . . . . . . . . . . . . . . . 18
Section 4.5 Payment of Taxes and Other Claims . . . . . . . . . . 19
Section 4.6 Maintenance of Properties and Insurance . . . . . . . 19
Section 4.7 Corporate Existence . . . . . . . . . . . . . . . . . 20
</TABLE>
i
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE 5.
SUCCESSOR CORPORATION
Section 5.1 Limitation on Consolidation, Merger and Sale
of Assets . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.2 Successor Person Substituted . . . . . . . . . . . . 21
ARTICLE 6.
DEFAULTS AND REMEDIES
Section 6.1 Events of Default . . . . . . . . . . . . . . . . . . 22
Section 6.2 Acceleration . . . . . . . . . . . . . . . . . . . . 23
Section 6.3 Remedies . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.4 Waiver of Past Defaults and Events of Default . . . . 24
Section 6.5 Control by Majority . . . . . . . . . . . . . . . . . 24
Section 6.6 Limitation on Suits . . . . . . . . . . . . . . . . . 25
Section 6.7 Rights of Holders To Receive Payment . . . . . . . . 25
Section 6.8 Collection Suit by Trustee . . . . . . . . . . . . . 25
Section 6.9 Trustee May File Proofs of Claim . . . . . . . . . . 26
Section 6.10 Priorities . . . . . . . . . . . . . . . . . . . . . 26
Section 6.11 Undertaking for Costs . . . . . . . . . . . . . . . . 27
ARTICLE 7.
TRUSTEE
Section 7.1 Duties of Trustee . . . . . . . . . . . . . . . . . . 27
Section 7.2 Rights of Trustee . . . . . . . . . . . . . . . . . . 28
Section 7.3 Individual Rights of Trustee . . . . . . . . . . . . 29
Section 7.4 Trustee's Disclaimer . . . . . . . . . . . . . . . . 29
Section 7.5 Notice of Default . . . . . . . . . . . . . . . . . . 29
Section 7.6 Reports by Trustee to Holders. . . . . . . . . . . . 29
Section 7.7 Compensation and Indemnity . . . . . . . . . . . . . 30
Section 7.8 Replacement of Trustee . . . . . . . . . . . . . . . 30
Section 7.9 Successor Trustee by Consolidation, Merger
or Conversion . . . . . . . . . . . . . . . . . . . . 31
Section 7.10 Eligibility; Disqualification . . . . . . . . . . . . 31
Section 7.11 Preferential Collection of Claims Against Company . . 32
Section 7.12 Paying Agents . . . . . . . . . . . . . . . . . . . . 32
ARTICLE 8.
AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 8.1 Without Consent of Holders . . . . . . . . . . . . . 32
Section 8.2 With Consent of Holders . . . . . . . . . . . . . . . 33
Section 8.3 Compliance with Trust Indenture Act . . . . . . . . . 34
Section 8.4 Revocation and Effect of Consents . . . . . . . . . . 34
Section 8.5 Notation on or Exchange of Securities . . . . . . . . 35
Section 8.6 Trustee To Sign Amendments, etc. . . . . . . . . . . 35
ARTICLE 9.
DISCHARGE OF INDENTURE; DEFEASANCE
Section 9.1 Discharge of Indenture . . . . . . . . . . . . . . . 35
Section 9.2 Legal Defeasance . . . . . . . . . . . . . . . . . . 36
</TABLE>
ii
<PAGE> 4
<TABLE>
<S> <C>
Section 9.3 Covenant Defeasance . . . . . . . . . . . . . . . . . 36
Section 9.4 Conditions to Legal Defeasance or Covenant
Defeasance . . . . . . . . . . . . . . . . . . . . . 37
Section 9.5 Deposited Money and U.S. and Foreign Government
Obligations to be Held in Trust; Other Miscellaneous
Provisions . . . . . . . . . . . . . . . . . . . . . 38
Section 9.6 Reinstatement . . . . . . . . . . . . . . . . . . . . 39
Section 9.7 Moneys Held by Paying Agent . . . . . . . . . . . . . 39
Section 9.8 Moneys Held by Trustee . . . . . . . . . . . . . . . 39
ARTICLE 10.
MISCELLANEOUS
Section 10.1 Trust Indenture Act Controls . . . . . . . . . . . . 40
Section 10.2 Notices . . . . . . . . . . . . . . . . . . . . . . . 40
Section 10.3 Communications by Holders with Other Holders . . . . 41
Section 10.4 Certificate and Opinion as to Conditions Precedent . 41
Section 10.5 Statement Required in Certificate and Opinion . . . . 42
Section 10.6 When Treasury Securities Disregarded . . . . . . . . 42
Section 10.7 Rules by Trustee and Agents . . . . . . . . . . . . . 42
Section 10.8 Business Days; Legal Holidays . . . . . . . . . . . . 42
Section 10.9 Governing Law . . . . . . . . . . . . . . . . . . . . 43
Section 10.10 No Adverse Interpretation of Other Agreements . . . . 43
Section 10.11 No Recourse Against Others . . . . . . . . . . . . . 43
Section 10.12 Successors . . . . . . . . . . . . . . . . . . . . . 43
Section 10.13 Multiple Counterparts . . . . . . . . . . . . . . . . 43
Section 10.14 Table of Contents, Headings, etc. . . . . . . . . . . 43
Section 10.15 Separability . . . . . . . . . . . . . . . . . . . . 43
</TABLE>
iii
<PAGE> 5
CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
TIA Indenture
Section Section
<S> <C>
310(a)(1) 7.10
(a)(2) 7.10
(a)(3) N/A
(a)(4) N/A
(a)(5) 7.10
(b) 7.8; 7.10; 10.2
(b)(1) 7.10
(b)(9) 7.10
(c) N/A
311(a) 7.11
(b) 7.11
(c) N/A
312(a) 2.6
(b) 10.3
(c) 10.3
313(a) 7.6
(b)(1) 7.6
(b)(2) 7.6
(c) 7.6
(d) 7.6; 10.2
314(a) 4.2; 4.4; 10.2
(b) N/A
(c)(1) 10.4; 10.5
(c)(2) 10.4; 10.5
(c)(3) N/A
(d) N/A
(e) 10.5
(f) N/A
315(a) 7.1, 7.2
(b) 7.5; 10.2
(c) 7.1
(d) 6.5; 7.1; 7.2
(e) 6.11
316(a)(last sentence) 10.6
(a)(1)(A) 6.5
(a)(1)(B) 6.4
(a)(2) 8.2
(b) 6.7
(c) 8.4
317(a)(1) 6.8
(a)(2) 6.9
(b) 2.5; 7.12
318(a) 10.1
</TABLE>
- -----------------------
N/A means not applicable
Note: This Cross-Reference Table shall not, for any purpose, be deeded to be a
part of the Indenture.
iv
<PAGE> 6
INDENTURE, dated as of ______________, 1998, among LAMAR ADVERTISING
COMPANY, a Delaware corporation, as Issuer (the "Company") and
_____________________, a ________________ organized under the laws of
_______________________, as Trustee (the "Trustee").
The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more series
(the "Securities"), as herein provided, up to such principal amount as may from
time to time be authorized in or pursuant to one or more resolutions of the
Board of Directors or by supplemental indenture.
Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Securities issued under
this Indenture:
ARTICLE 1.
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1 Definitions.
"Affiliate" of any specified Person means any other Person which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement
or otherwise.
"Agent" means any Registrar, Paying Agent, co-registrar or agent for
service of notices and demands.
"Board of Directors" means the Board of Directors of the Company or any
committee authorized to act therefor.
"Board Resolution" means a copy of a resolution certified pursuant to an
Officers' Certificate to have been duly adopted by the Board of Directors of
the Company and to be in full force and effect, and delivered to the Trustee.
"Capital Stock" means, with respect to any Person, any and all shares or
other equivalents (however designated) of capital stock, partnership interests
or any other participation, right or other interest in the nature of an equity
interest in such Person or any option, warrant or other security convertible
into any of the foregoing.
"Company" means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this
Indenture and thereafter means the successor and any other primary obligor on
the Securities.
<PAGE> 7
"Company Order" means a written order signed in the name of the Company
by two Officers, one of whom must be its Chief Executive Officer or its Chief
Financial Officer.
"Company Request" means any written request signed in the name of the
Company by its Chief Executive Officer, its President, any Vice President, its
Chief Financial Officer or its Treasurer and attested to by the Secretary or
any Assistant Secretary of the Company.
"Corporate Trust Office" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered.
"Default" means any event that is, or with the passing of time or giving
of notice or both would be, an Event of Default.
"Depositary" means, with respect to the Securities of any Series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary for such Series by the Company,
which Depositary shall be a clearing agency registered under the Exchange Act,
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean each
Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, such Persons.
"Dollars" means the currency of the United States of America.
"ECU" means the European Currency Unit as determined by the Commission
of the European Union.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Foreign Currency" means any currency or currency unit issued by a
government other than the government of the United States of America.
"Foreign Government Obligations" means with respect to Securities of any
Series that are denominated in a Foreign Currency, (i) direct obligations of
the government that issued or caused to be issued such currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations
of a person controlled or supervised by or acting as an agency or
instrumentality of such government the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by such
government, which, in either case under clauses (i) or (ii), are not callable
or redeemable at the option of the issuer thereof.
"GAAP" means generally accepted accounting principles consistently
applied as in effect in the United States from time to time.
"Global Security" or "Global Securities" means a Security or Securities,
as the case may be, in the form established pursuant to Section 2.2, evidencing
all or part of a Series of Securities issued to the Depositary for such Series
or its nominee, and registered in the name of such Depositary or nominee.
2
<PAGE> 8
"Holder" or "Securityholder" means the Person in whose name a Security
is registered on the Registrar's books.
"Indebtedness" means (without duplication), with respect to any Person,
any indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear
as a liability upon a balance sheet of such Person prepared in accordance with
GAAP.
"Indenture" means this Indenture as amended, restated or supplemented
from time to time.
"Interest Payment Date" means the stated maturity of an installment of
interest on Securities of any Series.
"Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance,
preference, priority, or other security agreement or preferential arrangement
of any kind or nature whatsoever on or with respect to such property or assets
(including, without limitation, any Capitalized Lease Obligation, conditional
sales, or other title retention agreement having substantially the same
economic effect as any of the foregoing).
"Maturity Date" when used with respect to any Security or installment of
principal thereof, means the date on which the principal of such Security or
such installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration,
call for redemption, notice of option to elect payment or otherwise.
"Officer" means the Chief Executive Officer, the President, any Vice
President, the Chief Financial Officer, the Treasurer or the Secretary of the
Company or any other officer designated by the Board of Directors, as the case
may be.
"Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the President or any Vice President, and
the Chief Financial Officer or any Treasurer of such Person that shall comply
with applicable provisions of this Indenture.
"Opinion of Counsel" means a written opinion from legal counsel which
counsel is reasonably acceptable to the Trustee.
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).
3
<PAGE> 9
"Redemption Date," when used with respect to any Security of a Series to
be redeemed, means the date fixed for such redemption pursuant to this
Indenture.
"Responsible Officer" when used with respect to the Trustee, means any
officer within the corporate trust department of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.
"SEC" means the United States Securities and Exchange Commission as
constituted from time to time or any successor performing substantially the
same functions.
"Securities" means the securities that are issued under this Indenture,
as amended or supplemented from time to time pursuant to this Indenture.
"Securities Act" means the Securities Act of 1933, as amended.
"Series" or "Series of Securities" means each series of debentures,
notes or other debt instruments of the Company created pursuant to Sections 2.1
or 2.2 hereof.
"Significant Subsidiary" means (i) any direct or indirect Subsidiary of
the Company that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such regulation is in effect on the date hereof, or (ii) any group of direct or
indirect Subsidiaries of the Company that, taken together as a group, would be
a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-
X, promulgated pursuant to the Securities Act, as such regulation is in effect
on the date hereof.
"Stated Maturity" means, when used with respect to the Security of any
Series or any installment of interest thereon, the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of interest is due and payable, and when used with respect to any
other Indebtedness, means the date specified in the instrument governing such
Indebtedness as the fixed date on which the principal of such Indebtedness, or
any installment of interest thereon, is due and payable.
"Subsidiary" of any specified Person means any corporation, partnership,
joint venture, association or other business entity, whether now existing or
hereafter organized or acquired, (i) in the case of a corporation, of which
more than 50% of the total voting power of the Capital Stock entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, officers or trustees thereof is held, directly or indirectly by such
Person or any of its Subsidiaries; or (ii) in the case of a partnership, joint
venture, association or other business entity, with respect to which such
Person or any of its Subsidiaries has the power to direct or cause the
direction of the management and policies of such entity by contract or
otherwise or if in accordance with GAAP such entity is consolidated with such
Person for financial statement purposes.
4
<PAGE> 10
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section 77aaa-
77bbbb) as in effect on the date of this Indenture (except as provided in
Section 8.3 hereof).
"Trustee" means the party named as such in this Indenture until a
successor replaces it pursuant to this Indenture and thereafter means the
successor.
"U.S. Government Obligations" means direct non-callable obligations of,
or non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the
United States of America is pledged.
Section 1.2 Other Definitions.
The definitions of the following terms may be found in the sections
indicated as follows:
<TABLE>
<CAPTION>
Defined
Term in Section
---- ----------
<S> <C>
"Bankruptcy Law" 6.1
"Business Day" 10.8
"Covenant Defeasance" 9.3
"Custodian" 6.1
"Event of Default" 6.1
"Journal" 10.16
"Judgment Currency" 10.17
"Legal Defeasance" 9.2
"Legal Holiday" 10.8
"Market Exchange Rate" 10.16
"New York Banking Day" 10.17
"Paying Agent" 2.4
"Registrar" 2.4
"Required Currency" 10.17
"Service Agent" 2.4
</TABLE>
Section 1.3 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the portion of
such provision required to be incorporated herein in order for this Indenture
to be qualified under the TIA is incorporated by reference in and made a part
of this Indenture. The following TIA terms used in this Indenture have the
following meanings:
"Commission" means the SEC.
"indenture securities" means the Securities.
"indenture securityholder" means a Securityholder.
"indenture to be qualified" means this Indenture.
5
<PAGE> 11
"indenture trustee" or "institutional trustee" means the Trustee.
"obligor on the indenture securities" means the Company or any other
obligor on the Securities.
All other terms used in this Indenture that are defined by the TIA,
defined in the TIA by reference to another statute or defined by SEC rule have
the meanings therein assigned to them.
Section 1.4 Rules of Construction.
Unless the context otherwise requires:
(1) a term has the meaning assigned to it herein,
whether defined expressly or by reference;
(2) an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP;
(3) "or" is not exclusive;
(4) words in the singular include the plural, and in
the plural include the singular; and
(5) words used herein implying any gender shall apply
to each gender.
ARTICLE 2.
THE SECURITIES
Section 2.1 Issuable in Series.
The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited. The Securities may be issued
in one or more Series. All Securities of a Series shall be identical except as
may be set forth in a Board Resolution, a supplemental indenture or an
Officers' Certificate detailing the adoption of the terms thereof pursuant to
the authority granted under a Board Resolution. In the case of Securities of a
Series to be issued from time to time, the Board Resolution, Officers'
Certificate or supplemental indenture may provide for the method by which
specified terms (such as interest rate, maturity date, record date or date from
which interest shall accrue) are to be determined. Securities may differ
between Series in respect of any matters, provided that all Series of
Securities shall be equally and ratably entitled to the benefits of the
Indenture.
Section 2.2 Establishment of Terms of Series of Securities.
At or prior to the issuance of any Securities within a Series, the
following shall be established (as to the Series generally, in the case of
Subsection 2.2(1) and either as to such Securities within the Series or as to
the Series generally in the case of Subsections 2.2(2) through
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2.2(23) by a Board Resolution, a supplemental indenture or an Officers'
Certificate pursuant to authority granted under a Board Resolution:
(1) the title of the Series (which shall distinguish
the Securities of that particular Series from the Securities of
any other Series);
(2) the price or prices (expressed as a percentage of
the principal amount thereof) at which the Securities of the
Series will be issued;
(3) any limit upon the aggregate principal amount of
the Securities of the Series which may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the Series
pursuant to Section 2.7, 2.8, 2.11, 3.6 or 8.5);
(4) the date or dates on which the principal of the
Securities of the Series is payable;
(5) the rate or rates (which may be fixed or variable)
per annum or, if applicable, the method used to determine such
rate or rates (including, but not limited to, any commodity,
commodity index, stock exchange index or financial index) at
which the Securities of the Series shall bear interest, if any,
the date or dates from which such interest, if any, shall accrue,
the date or dates on which such interest, if any, shall commence
and be payable and any regular record date for the interest
payable on any interest payment date;
(6) the place or places where the principal of and
interest, if any, on the Securities of the Series shall be
payable, or the method of such payment, if by wire transfer, mail
or other means;
(7) if applicable, the period or periods within which,
the price or prices at which and the terms and conditions upon
which the Securities of the Series may be redeemed, in whole or
in part, at the option of the Company;
(8) the obligation, if any, of the Company to redeem or
purchase the Securities of the Series pursuant to any sinking
fund or analogous provisions or at the option of a Holder thereof
and the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the
Series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;
(9) the dates, if any, on which and the price or prices
at which the Securities of the Series will be repurchased by the
Company at the option of the Holders thereof and other detailed
terms and provisions of such repurchase obligations;
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(10) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the
Securities of the Series shall be issuable;
(11) the forms of the Securities of the Series in bearer
or fully registered form (and, if in fully registered form,
whether the Securities will be issuable as Global Securities);
(12) if other than the principal amount thereof, the
portion of the principal amount of the Securities of the Series
that shall be payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.2;
(13) the currency of denomination of the Securities of
the Series, which may be Dollars or any Foreign Currency,
including, but not limited to, the ECU, and if such currency of
denomination is a composite currency other than the ECU, the
agency or organization, if any, responsible for overseeing such
composite currency;
(14) the designation of the currency, currencies or
currency units in which payment of the principal of and interest,
if any, on the Securities of the Series will be made;
(15) if payments of principal of or interest, if any, on
the Securities of the Series are to be made in one or more
currencies or currency units other than that or those in which
such Securities are denominated, the manner in which the exchange
rate with respect to such payments will be determined;
(16) the manner in which the amounts of payment of
principal of or interest, if any, on the Securities of the Series
will be determined, if such amounts may be determined by
reference to an index based on a currency or currencies or by
reference to a commodity, commodity index, stock exchange index
or financial index;
(17) the provisions, if any, relating to any security
provided for the Securities of the Series;
(18) any addition to or change in the Events of Default
which applies to any Securities of the Series and any change in
the right of the Trustee or the requisite Holders of such
Securities to declare the principal amount thereof due and
payable pursuant to Section 6.2;
(19) any addition to or change in the covenants set
forth in Articles 4 or 5 which applies to Securities of the
Series;
(20) any other terms of the Securities of the Series
(which terms shall not be inconsistent with the provisions of
this Indenture, except as permitted by Section 8.1, but which may
modify or delete any provision of this Indenture insofar as it
applies to such Series); and
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(21) any depositories, interest rate calculation agents,
exchange rate calculation agents or other agents with respect to
Securities of such Series if other than those appointed herein;
and
(22) the terms and conditions, if any, upon which the
Securities and any guarantees thereof shall be subordinated in
right of payment to other indebtedness of the Company or any
guarantor; and
(23) the form and terms of any guarantee of the
Securities.
All Securities of any one Series need not be issued at the same time and may be
issued from time to time, consistent with the terms of this Indenture, if so
provided by or pursuant to the Board Resolution, supplemental indenture or
Officers' Certificate referred to above, and the authorized principal amount of
any Series may not be increased to provide for issuances of additional
Securities of such Series, unless otherwise provided in such Board Resolution,
supplemental indenture or Officers' Certificate.
Section 2.3 Execution and Authentication.
The Securities shall be executed on behalf of the Company by two
Officers of the Company or an Officer and an Assistant Secretary of the
Company.
Such signature may be either manual or facsimile. The Company's seal
may be impressed, affixed, imprinted or reproduced on the Securities and may be
in facsimile form.
If an Officer whose signature is on a Security no longer holds that
office at the time the Security is authenticated, the Security shall
nevertheless be valid.
A Security shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent. The signature shall be
conclusive evidence that the Security has been authenticated under this
Indenture.
The Trustee shall at any time, and from time to time, authenticate
Securities for original issue in the principal amount provided in the Board
Resolution, supplemental indenture hereto or Officers' Certificate, upon
receipt by the Trustee of a Company Order. Such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from
the Company or its duly authorized agent or agents, which oral instructions
shall be promptly confirmed in writing. Each Security shall be dated the date
of its authentication unless otherwise provided by a Board Resolution, a
supplemental indenture hereto or an Officers' Certificate.
The aggregate principal amount of Securities of any Series outstanding
at any time may not exceed any limit upon the maximum principal amount for such
Series set forth in the Board Resolution, supplemental indenture hereto or
Officers' Certificate delivered pursuant to Section 2.2, except as provided in
Section 2.8.
Prior to the issuance of Securities of any Series, the Trustee shall
have received and (subject to Section 7.2) shall be fully protected in relying
on: (a) the Board Resolution,
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supplemental indenture hereto or Officers' Certificate establishing the form of
the Securities of that Series or of Securities within that Series and the terms
of the Securities of that Series or of Securities within that Series, (b) an
Officers' Certificate complying with Section 10.4, and (c) an Opinion of
Counsel complying with Section 10.4.
The Trustee shall have the right to decline to authenticate and deliver
any Securities of such Series: (a) if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith by its board of directors or trustees, executive committee or a
trust committee of directors and/or vice-presidents shall determine that such
action would expose the Trustee to personal liability to Holders of any then
outstanding Series of Securities.
The Trustee may appoint an authenticating agent reasonably acceptable to
the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Any appointment shall
be evidenced by instrument signed by an authorized officer of the Trustee, a
copy of which shall be furnished to the Company. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An authenticating agent has the same rights as an Agent to deal with the
Company or an Affiliate of the Company.
Section 2.4 Registrar and Paying Agent.
The Company shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange ("Registrar"), an office
or agency located in the Borough of Manhattan, City of New York, State of New
York where Securities may be presented for payment ("Paying Agent") and an
office or agency where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served ("Service Agent"). The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may have one or more co-registrars and one or more
additional paying agents. Neither the Company nor any Affiliate of the Company
may act as Paying Agent. The Company may change any Paying Agent, Registrar or
co-registrar without notice to any Securityholder.
The Company shall enter into an appropriate agency agreement with any
Registrar or Paying Agent not a party to this Indenture. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or agent for service
of notices and demands, or fails to give the foregoing notice, the Trustee
shall act as such. The Company hereby appoints the Trustee as the initial
Registrar, Paying Agent and Service Agent for each Series unless another
Registrar, Paying Agent or Service Agent, as the case may be, is appointed
prior to the time Securities of that Series are first issued.
Section 2.5 Paying Agent To Hold Assets in Trust.
The Trustee as Paying Agent shall, and the Company shall require each
Paying Agent other than the Trustee to agree in writing that each Paying Agent
shall hold in trust for the benefit of the Holders of any Series of Securities
or the Trustee all assets held by the Paying Agent for the payment of principal
of, or interest on, such Series of Securities (whether such
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assets have been distributed to it by the Company or any other obligor on such
Series of Securities), and the Company and the Paying Agent shall notify the
Trustee in writing of any Default by the Company (or any other obligor on such
Series of Securities) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed and the Trustee may at any time during the
continuance of any payment default with respect to any Series of Securities,
upon written request to a Paying Agent, require such Paying Agent to distribute
all assets held by it to the Trustee and to account for any assets distributed.
Upon distribution to the Trustee of all assets that shall have been delivered
by the Company to the Paying Agent, the Paying Agent shall have no further
liability for such assets.
Section 2.6 Securityholder Lists.
The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Securityholders of each Series of Securities. If the Trustee is not the
Registrar, the Company shall furnish to the Trustee as of each Record Date and
on or before each related Interest Payment Date, and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of Securityholders of
each Series of Securities.
Section 2.7 Transfer and Exchange.
When Securities of a Series are presented to the Registrar with a
request to register the transfer thereof, the Registrar shall register the
transfer as requested if the requirements of applicable law are met and, when
such Securities of a Series are presented to the Registrar with a request to
exchange them for an equal principal amount of other authorized denominations
of Securities of the same Series, the Registrar shall make the exchange as
requested. To permit transfers and exchanges, upon surrender of any Security
for registration of transfer at the office or agency maintained pursuant to
Section 2.4 hereof, subject to the provisions of this Section 2.6, the Company
shall execute and the Trustee shall authenticate Securities at the Registrar's
request.
Notwithstanding any other provision of this Section 2.7, unless and
until it is exchanged in whole or in part for definitive Securities, a Global
Security may not be transferred except as a whole by the Depositary to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
If (i) the Depositary is at any time unwilling, unable or ineligible to
continue as Depositary and a successor Depositary is not appointed by the
Company within 60 days of the date the Company is so informed in writing or
becomes aware of the same, or (ii) an Event of Default has occurred and is
continuing, the Company promptly will execute and deliver to the Trustee
definitive Securities, and the Trustee, upon receipt of a Company Request for
the authentication and delivery of such definitive Securities (which the
Company will promptly execute and deliver to the Trustee), will authenticate
and deliver definitive Securities, without charge, in an aggregate principal
amount equal to the principal amount of the outstanding Global Securities, in
exchange for and upon surrender of all such Global Securities.
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In any exchange provided for in the preceding paragraph, the Company
will execute and the Trustee will authenticate and deliver definitive
Securities in the authorized denominations provided by Section 2.3.
Upon the exchange of a Global Security for definitive Securities, such
Global Security shall be canceled by the Trustee. Definitive Securities issued
in exchange for Global Securities pursuant to this Section 2.7 shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee.
All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration or transfer or exchange.
Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Registrar or a co-
Registrar) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar or a co-
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.
Any exchange or transfer shall be without charge, except that the
Company may require payment by the Holder of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation to a transfer or
exchange, but this provision shall not apply to any exchange pursuant to
Sections 2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to
register transfers of Securities of any Series or to exchange Securities of any
Series for a period of 15 days before selection for redemption of such
Securities. The Trustee shall not be required to exchange or register
transfers of Securities of any Series called or being called for redemption in
whole or in part, except the unredeemed portion of such Security being redeemed
in part.
Section 2.8 Replacement Securities.
If a mutilated Security is surrendered to the Trustee or if the Holder
of a Security presents evidence to the satisfaction of the Company and the
Trustee that the Security has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee shall authenticate a replacement Security
if the Trustee's requirements are met. An indemnity bond may be required by
the Company or the Trustee that is sufficient in the judgment of the Company
and the Trustee to protect the Company, the Trustee or any Agent from any loss
which any of them may suffer if a Security is replaced. The Company may charge
such Holder for its reasonable, out-of-pocket expenses in replacing a Security,
including reasonable fees and expenses of counsel. Every replacement Security
is an additional obligation of the Company.
Section 2.9 Outstanding Securities.
Securities outstanding at any time are all Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.9 as not outstanding.
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If a Security is replaced pursuant to Section 2.8 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
until the Company and the Trustee receive proof satisfactory to each of them
that the replaced Security is held by a bona fide purchaser. A mutilated
Security ceases to be outstanding upon surrender of such Security and
replacement thereof pursuant to Section 2.8.
If a Paying Agent holds on a Redemption Date or Maturity Date money
sufficient to pay the principal of, premium, if any, and accrued interest on
Securities payable on that date and is not prohibited from paying such money to
the Holders thereof pursuant to the terms of this Indenture, then on and after
that date such Securities cease to be outstanding and interest on them ceases
to accrue.
Subject to Section 10.6, a Security does not cease to be outstanding
solely because the Company or an Affiliate holds the Security.
Section 2.10 Treasury Securities
In determining whether the Holders of the required principal amount of
Securities of a Series have concurred in any request, demand, authorization,
direction, notice, consent or waiver Securities of a Series owned by the
Company or an Affiliate shall be disregarded, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent or waiver only
Securities of a Series that the Trustee knows are so owned shall be so
disregarded.
Section 2.11 Temporary Securities.
Until definitive Securities are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Securities. Temporary
Securities shall be substantially in the form, and shall carry all rights, of
definitive Securities but may have variations that the Company considers
appropriate for temporary Securities. Without unreasonable delay, the Company
shall prepare and the Trustee shall authenticate definitive Securities in
exchange for temporary Securities presented to it.
Section 2.12 Cancellation.
The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. At the
direction of the Trustee, the Registrar or the Paying Agent, and no one else,
shall cancel and at the written request of the Company, shall dispose of all
Securities surrendered for transfer, exchange, payment or cancellation. If the
Company shall acquire any of the Securities, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation pursuant to this Section 2.12.
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Section 2.13 Defaulted Interest.
If the Company defaults in a payment of interest on the Securities, it
shall pay the defaulted amounts, plus any interest payable on defaulted amounts
pursuant to Section 4.1 hereof, to the persons who are Securityholders on a
subsequent special record date, which date shall be the fifteenth day next
preceding the date fixed by the Company for the payment of defaulted interest
or the next succeeding Business Day if such date is not a Business Day. At
least 15 days before the special record date, the Company shall mail or cause
to be mailed to each Securityholder, with a copy to the Trustee, a notice that
states the special record date, the payment date, and the amount of defaulted
interest, and interest payable on such defaulted interest, if any, to be paid.
Section 2.14 CUSIP Number.
The Company in issuing the Securities may use one or more "CUSIP"
numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of
redemption or exchange as a convenience to Holders, provided that any such
notice may state that no representation is made as to the correctness or
accuracy of the CUSIP number(s) printed in the notice or on the Securities, and
that reliance may be placed only on the other identification numbers printed on
the Securities.
Section 2.15 Provisions for Global Securities.
(a) A Board Resolution, a supplemental indenture hereto or an
Officers' Certificate shall establish whether the Securities of a Series shall
be issued in whole or in part in the form of one or more Global Securities and
the Depositary for such Global Securities or Securities.
(b) Notwithstanding any provisions to the contrary contained
in Section 2.7 of the Indenture and in addition thereto, any Global Security
shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities
registered in the names of Holders other than the Depositary for such Security
or its nominee only if (i) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or if at
any time such Depositary ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company fails to appoint a successor
Depositary within 90 days of such event, (ii) the Company executes and delivers
to the Trustee an Officers' Certificate to the effect that such Global Security
shall be so exchangeable or (iii) an Event of Default with respect to the
Securities represented by such Global Security shall have happened and be
continuing. Any Global Security that is exchangeable pursuant to the preceding
sentence shall be exchangeable for Securities registered in such names as the
Depositary shall direct in writing in an aggregate principal amount equal to
the principal amount of the Global Security with like tenor and terms.
Except as provided in this Section 2.15(b), a Global Security may
not be transferred except as a whole by the Depositary with respect to such
Global Security to a nominee of such Depositary, by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such a
successor Depositary.
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(c) Any Global Security issued hereunder shall bear a legend
in substantially the following form:
"This Security is a Global Security within the meaning of
the Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. This Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its
nominee only in the limited circumstances described in the Indenture, and may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such a successor Depositary."
(d) The Depositary, as a Holder, may appoint agents and
otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a
Holder is entitled to give or take under the Indenture.
(e) Notwithstanding the other provisions of this Indenture,
unless otherwise specified as contemplated by Section 2.2, payment of the
principal of and interest, if any, on any Global Security shall be made to the
Holder thereof.
(f) Except as provided in Section 2.15(e), the Company, the
Trustee and any Agent shall treat a person as the Holder of such principal
amount of outstanding Securities of such Series represented by a Global
Security as shall be specified in a written statement of the Depositary with
respect to such Global Security, for purposes of obtaining any consents,
declarations, waivers or directions required to be given by the Holders
pursuant to this Indenture.
ARTICLE 3.
REDEMPTION
Section 3.1 Notices to Trustee.
The Company may, with respect to any Series of Securities, reserve the
right to redeem and pay the Series of Securities or may covenant to redeem and
pay the Series of Securities or any part thereof prior to the Stated Maturity
thereof at such time and on such terms as provided for in such Securities. If
a Series of Securities is redeemable and the Company elects to redeem such
Securities of a Series, it shall notify the Trustee of the Redemption Date and
the principal amount of Securities to be redeemed at least 30 days (unless a
shorter notice shall be satisfactory to the Trustee) but not more than 60 days
before the Redemption Date. Any such notice may be canceled at any time prior
to notice of such redemption being mailed to any Holder and shall thereby be
void and of no effect.
Section 3.2 Selection by Trustee of Securities To Be Redeemed.
Unless otherwise indicated for a particular Series of Securities by a
Board Resolution, a supplemental indenture or an Officers' Certificate, if
fewer than all of the Securities of a Series
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are to be redeemed, the Trustee shall select the Securities of a Series to be
redeemed pro rata, by lot or by any other method that the Trustee considers
fair and appropriate and, if such Securities are listed on any securities
exchange, by a method that complies with the requirements of such exchange.
The Trustee shall make the selection from Securities of a Series
outstanding and not previously called for redemption and shall promptly notify
the Company in writing of the Securities selected for redemption and, in the
case of any Security selected for partial redemption, the principal amount
thereof to be redeemed. Securities of a Series in denominations of $1,000 may
be redeemed only in whole. The Trustee may select for redemption portions of
the principal of Securities of a Series that have denominations larger than
$1,000. Securities of a Series and portions of them it selects shall be in
amounts of $1,000 or, with respect to Securities of any Series issuable in
other denominations pursuant to Section 2.2(10), the minimum principal
denomination for each Series and integral multiples thereof. Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.
Section 3.3 Notice of Redemption.
Unless otherwise indicated for a particular Series by Board Resolution,
a supplemental indenture hereto or an Officers' Certificate, at least 30 days,
and no more than 60 days, before a Redemption Date, the Company shall mail, or
cause to be mailed, a notice of redemption by first-class mail to each Holder
of Securities to be redeemed at his or her last address as the same appears on
the registry books maintained by the Registrar.
The notice shall identify the Securities to be redeemed (including the
CUSIP number(s) thereof, if any) and shall state:
(1) the Redemption Date;
(2) the redemption price;
(3) if any Security of a Series is being redeemed in
part, the portion of the principal amount of such Security of a
Series to be redeemed and that, after the Redemption Date and
upon surrender of such Security of a Series, a new Security or
Securities in principal amount equal to the unredeemed portion
will be issued;
(4) the name and address of the Paying Agent;
(5) that Securities of a Series called for redemption
must be surrendered to the Paying Agent to collect the redemption
price;
(6) that, unless the Company defaults in making the
redemption payment, interest on the Securities of a Series called
for redemption ceases to accrue on and after the Redemption Date,
and the only remaining right of the
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Holders of such Securities is to receive payment of the
redemption price upon surrender to the Paying Agent of the
Securities redeemed; and
(7) if fewer than all the Securities of a Series are to
be redeemed, the identification of the particular Securities of a
Series (or portion thereof) to be redeemed, as well as the
aggregate principal amount of Securities of a Series to be
redeemed and the aggregate principal amount of Securities of a
Series to be outstanding after such partial redemption.
At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's sole expense.
Section 3.4 Effect of Notice of Redemption.
Once the notice of redemption described in Section 3.3 is mailed,
Securities of a Series called for redemption become due and payable on the
Redemption Date and at the redemption price, plus interest, if any, accrued to
(but not including) the Redemption Date. Upon surrender to the Trustee or
Paying Agent, such Securities of a Series shall be paid at the redemption
price, plus accrued interest, if any, to (but not including) the Redemption
Date, provided that if the Redemption Date is after a regular interest payment
record date and on or prior to the next Interest Payment Date, the accrued
interest shall be payable to the Holder of the redeemed Securities registered
on the relevant record date.
Section 3.5 Deposit of Redemption Price.
On or prior to the Redemption Date, the Company shall deposit with the
Paying Agent money sufficient to pay the redemption price of and accrued
interest, if any, on all Securities to be redeemed on that date other than
Securities or portions thereof called for redemption on that date which have
been delivered by the Company to the Trustee for cancellation.
On and after any Redemption Date, if money sufficient to pay the
redemption price of and accrued interest on Securities called for redemption
shall have been made available in accordance with the preceding paragraph and
the Company and the Paying Agent are not prohibited from paying such moneys to
Holders, the Securities called for redemption will cease to accrue interest and
the only right of the Holders of such Securities will be to receive payment of
the redemption price of and, subject to the proviso in Section 3.4, accrued and
unpaid interest on such Securities to the Redemption Date. If any Security
called for redemption shall not be so paid, interest will be paid, from the
Redemption Date until such redemption payment is made, on the unpaid principal
of the Security and any interest not paid on such unpaid principal, in each
case, at the rate and in the manner provided in the Securities.
Section 3.6 Securities Redeemed in Part.
Upon surrender of a Security of a Series that is redeemed in part, the
Trustee shall authenticate for a Holder a new Security of the same Series equal
in principal amount to the unredeemed portion of the Security surrendered.
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ARTICLE 4.
COVENANTS
Section 4.1 Payment of Securities.
The Company shall pay the principal of and interest, if any, on each
Series of Securities on the dates and in the manner provided in such Securities
and this Indenture.
An installment of principal or interest shall be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date money
designated for and sufficient to pay such installment and is not prohibited
from paying such money to the Holders pursuant to the terms of this Indenture
or otherwise.
The Company shall pay interest on overdue principal, and overdue
interest, to the extent lawful, at the rate specified in the Series of
Securities.
Section 4.2 SEC Reports.
The Company will deliver to the Trustee and Holders of Securities within
15 days after the filing of the same with the SEC, copies of the quarterly and
annual report and of the information documents and other reports, if any, which
the Company is required to file with the SEC pursuant to Section 13 or 15(d) of
the Exchange Act. Notwithstanding that the Company may not be subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company
will file with the SEC, to the extent permitted, and provide the Trustee,
Holders of each Series of Securities and prospective holders of each Series of
Securities with such quarterly and annual reports and such information,
documents and other reports specified in Section 13 and 15(d) of the Exchange
Act. The Company will also comply with the other provisions of TIA Section
314(a).
Section 4.3 Waiver of Stay, Extension or Usury Laws.
The Company covenants (to the extent that it may lawfully do so) that
they will not at any time insist upon, or plead (as a defense or otherwise) or
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law or any usury law or other law which would prohibit or forgive the
Company from paying all or any portion of the principal of, premium, if any,
and/or interest on the Securities as contemplated herein, wherever enacted, now
or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture; and (to the extent that they may lawfully do so)
the Company hereby expressly waives all benefit or advantage of any such law,
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.
Section 4.4 Compliance Certificate.
(a) The Company shall deliver to the Trustee, within 90 days
after the end of each fiscal year of the Company, an Officers' Certificate
which complies with TIA Section 314(a)(4) stating that a review of the
activities of the Company and its Subsidiaries during such
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fiscal year or fiscal quarter, as the case may be, has been made under the
supervision of the signing Officers with a view to determining whether each has
kept, observed, performed and fulfilled its obligations under this Indenture,
and further stating, as to each such Officer signing such certificate, that to
the best of his or her knowledge each has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions hereof (or, if a Default or Event of Default shall have occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action each is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Securities is prohibited or if such event has
occurred, a description of the event and what action each is taking or proposes
to take with respect thereto.
(b) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with
respect to a claimed Default under this Indenture or the Securities, the
Company shall deliver to the Trustee an Officers' Certificate specifying such
event, notice or other action within five Business Days of its becoming aware
of such occurrence and what action the Company is taking or proposes to take
with respect thereto.
Section 4.5 Payment of Taxes and Other Claims.
The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Significant
Subsidiaries or properties of it or any of its Significant Subsidiaries and
(ii) all lawful claims for labor, materials and supplies that, if unpaid, might
by law become a Lien upon the property of it or any of its Significant
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
or claim if the amount, applicability or validity thereof is being contested in
good faith by appropriate proceedings and an adequate reserve has been
established therefor to the extent required by GAAP.
Section 4.6 Maintenance of Properties and Insurance.
(a) The Company shall cause all properties used in, or useful
to the conduct of, its business or the business of any of its Significant
Subsidiaries to be maintained and kept in good condition, repair and working
order and supplied with all necessary equipment and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in its judgment may be necessary, so that the business carried
on in connection therewith may be properly and advantageously conducted at all
times unless the failure to so maintain such properties (together with all
other such failures) would not have a material adverse effect on the financial
condition or results of operations of the Company and its Significant
Subsidiaries, taken as a whole; provided, however, that nothing in this Section
4.6 shall prevent the Company or any Significant Subsidiary from discontinuing
the operation or maintenance of any of such properties, or disposing of any of
them, if such discontinuance or disposal is in the good faith judgment of the
Board of Directors of the Company or the Significant Subsidiary
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concerned, as the case may be, desirable in the conduct of the business of the
Company or such Significant Subsidiary, as the case may be, and is not
disadvantageous in any material respect to the Holders.
(b) The Company shall provide or cause to be provided, for
itself and each of its Significant Subsidiaries, insurance (including
appropriate self-insurance) against loss or damage of the kinds that, in the
reasonable, good faith opinion of the Company are adequate and appropriate for
the conduct of the business of the Company and such Significant Subsidiaries in
a prudent manner, with reputable insurers or with the government of the United
States of America or an agency or instrumentality thereof, in such amounts,
with such deductibles, and by such methods as shall be customary, in the good
faith judgment of the Company, for corporations similarly situated in the
industry, unless the failure to provide such insurance (together with all other
such failures) would not have a material adverse effect on the financial
condition or results of operations of the Company and its Significant
Subsidiaries, taken as a whole.
Section 4.7 Corporate Existence.
Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect its
corporate existence, and the corporate, partnership or other existence of each
Significant Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company and of
each Significant Subsidiary and the rights (charter and statutory), licenses
and franchises of the Company and its Significant Subsidiaries; provided,
however, that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any
of its Significant Subsidiaries, if the Board of Directors shall determine that
the preservation thereof is no longer desirable in the conduct of the business
of the Company and its Significant Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders.
Section 4.8 Maintenance of Office or Agency.
The Company shall maintain an office or agency where Securities may be
surrendered for registration of transfer or exchange or for presentation for
payment and where notices and demands to or upon the Company in respect of the
Securities and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the address of the Trustee as set forth in
Section 10.2.
The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations.
The Company shall give prompt written notice to the Trustee of such
designation or rescission and of any change in the location of any such other
office or agency.
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The Company hereby initially designates the Corporate Trust Office of
the Trustee as such office of the Company.
ARTICLE 5.
SUCCESSOR CORPORATION
Section 5.1 Limitation on Consolidation, Merger and Sale of Assets.
(a) The Company will not, in any transaction or series of
transactions, merge or consolidate with or into, or sell, assign, convey,
transfer, lease or otherwise dispose of all or substantially all of its
properties and assets (as an entirety or substantially as an entirety in one
transaction or a series of related transactions), to any Person or Persons, and
the Company will not permit any of its Significant Subsidiaries to enter into
any such transaction or series of transactions if such transaction or series of
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or other disposition of all or substantially all of the
properties and assets of the Company or the Company and its Significant
Subsidiaries, taken as a whole, to any other Person or Persons, unless at the
time of and after giving effect thereto (i) either (A) if the transaction or
series of transactions is a merger or consolidation, the Company shall be the
surviving Person of such merger or consolidation, or (B) the Person formed by
such consolidation or into which the Company or such Significant Subsidiary is
merged or to which the properties and assets of the Company or such Significant
Subsidiary, as the case may be, are transferred (any such surviving person or
transferee Person being the "Surviving Entity") shall be a corporation
organized and existing under the laws of the United States of America, any
state thereof or the District of Columbia and shall expressly assume by a
supplemental indenture executed and delivered to the Trustee, in form
reasonably satisfactory to the Trustee, all the obligations of the Company
under the Securities of a Series and this Indenture, and in each case, this
Indenture shall remain in full force and effect; and (ii) immediately before
and immediately after giving effect to such transaction or series of
transactions on a pro forma basis (including, without limitation, any
Indebtedness incurred or anticipated to be incurred in connection with or in
respect of such transaction or series of transactions), no Default or Event of
Default shall have occurred and be continuing.
(b) In connection with any consolidation, merger or transfer
of assets contemplated by this Section 5.1, the Company shall deliver, or cause
to be delivered, to the Trustee, in form and substance reasonably satisfactory
to the Trustee, an Officers' Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer and the supplemental
indenture in respect thereto comply with this Section 5.1 and that all
conditions precedent herein provided for relating to such transaction or
transactions have been complied with.
Section 5.2 Successor Person Substituted.
Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of the Company or any Significant Subsidiary in
accordance with Section 5.1 above, the successor corporation formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every
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right and power of, the Company under this Indenture with the same effect as if
such successor corporation had been named as the Company herein, and thereafter
(except with respect to any such transfer which is a lease) the predecessor
corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.
ARTICLE 6.
DEFAULTS AND REMEDIES
Section 6.1 Events of Default.
"Events of Default," wherever used herein with respect to Securities of
any Series, means any one of the following events, unless in the establishing
Board Resolution, supplemental indenture or Officers' Certificate, it is
provided that such Series shall not have the benefit of said Event of Default:
(1) there is a default in the payment of any principal
of, or premium, if any, on the Securities when the same becomes
due and payable at maturity, upon acceleration, redemption or
otherwise;
(2) there is a default in the payment of any interest
on any Security of a Series when the same becomes due and payable
and the Default continues for a period of 30 days;
(3) the Company defaults in the observance or
performance of any other covenant in the Securities of a Series
or this Indenture for 45 days after written notice from the
Trustee or the Holders of not less than 25% in the aggregate
principal amount of the Securities of such Series then
outstanding;
(4) there is a default or are defaults under one or
more agreements, instruments, mortgages, bonds, debentures or
other evidences of Indebtedness under which the Company or any
Significant Subsidiary of the Company then has outstanding
Indebtedness in excess of $10 million, individually or in the
aggregate, and either (a) such Indebtedness is already due and
payable in full or (b) such default or defaults have resulted in
the acceleration of the maturity of such Indebtedness;
(5) a court of competent jurisdiction enters a final
judgment or judgments which can no longer be appealed for the
payment of money in excess of $10 million (not covered by
insurance) against the Company or any Significant Subsidiary and
such judgment remains undischarged for a period of 60 consecutive
days during which a stay of enforcement of such judgment shall
not be in effect;
(6) the Company or any Significant Subsidiary pursuant
to or within the meaning of any Bankruptcy Law:
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(A) commences a voluntary case,
(B) consents to the entry of an order for relief
against it in an involuntary case,
(C) consents to the appointment of a Custodian
of it or for all or substantially all of its property,
(D) makes a general assignment for the benefit
of its creditors, or
(E) generally is not paying its debts as they
become due;
(7) a court of competent jurisdiction enters an order
or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any
Significant Subsidiary in an involuntary case,
(B) appoints a Custodian of the Company or any
Significant Subsidiary or for all or substantially all of
the property of the Company or any Significant Subsidiary,
or
(C) orders the liquidation of the Company or any
Significant Subsidiary,
and the order or decree remains unstayed and in effect for 60
days; or
(8) any other Event of Default provided with respect to
Securities of that Series, which is specified in a Board
Resolution, a supplemental indenture hereto or an Officers'
Certificate, in accordance with Section 2.2(18).
The term "Bankruptcy Law" means Title 11, U.S. Code or any similar
Federal or state law for the relief of debtors. The term "Custodian" means any
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law.
The Trustee may withhold notice of any Default (except in payment of
principal or premium, if any, or interest on the Securities) to the Holders of
the Securities of any Series in accordance with Section 7.5.
Section 6.2 Acceleration.
If an Event of Default with respect to Securities of any Series at the
time outstanding (other than an Event of Default arising under Section 6.1(6)
or (7)) occurs and is continuing, the Trustee by written notice to the Company,
or the Holders of not less than 25% in aggregate principal amount of the
Securities of that Series then outstanding may by written notice to the Company
and the Trustee declare that the entire principal amount of all the Securities
of that
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Series then outstanding plus accrued and unpaid interest to the date of
acceleration are immediately due and payable, in which case such amounts shall
become immediately due and payable; provided, however, that after such
acceleration but before a judgment or decree based on such acceleration is
obtained by the Trustee, the Holders of a majority in aggregate principal
amount of the outstanding Securities of that Series may rescind and annul such
acceleration and its consequences if (i) all existing Events of Default, other
than the nonpayment of accelerated principal, premium, if any, or interest that
has become due solely because of the acceleration, have been cured or waived,
(ii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal, which has become due otherwise
than by such declaration of acceleration, has been paid and (iii) if the
rescission would not conflict with any judgment or decree. No such rescission
shall affect any subsequent Default or impair any right consequent thereto. In
case an Event of Default specified in Section 6.1(6) or (7) with respect to the
Company occurs, such principal, premium, if any, and interest amount with
respect to all of the Securities of that Series shall be due and payable
immediately without any declaration or other act on the part of the Trustee or
the Holders of the Securities of that Series.
Section 6.3 Remedies.
If an Event of Default with respect to Securities of any Series at the
time outstanding occurs and is continuing, the Trustee may pursue any available
remedy by proceeding at law or in equity to collect the payment of principal
of, or premium, if any, and interest on the Securities of that Series or to
enforce the performance of any provision of the Securities of that Series or
this Indenture.
The Trustee may maintain a proceeding even if it does not possess any of
the Securities of that Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in
exercising any right or remedy accruing upon an Event of Default shall not
impair the right or remedy or constitute a waiver of or acquiescence in the
Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative to the extent permitted by law.
Section 6.4 Waiver of Past Defaults and Events of Default.
Subject to Sections 6.2, 6.7 and 8.2 hereof, the Holders of a majority
in principal amount of the Securities of any Series then outstanding have the
right to waive any existing Default or Event of Default with respect to such
Series or compliance with any provision of this Indenture or the Securities of
such Series. Upon any such waiver, such Default with respect to such Series
shall cease to exist, and any Event of Default with respect to such Series
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto.
Section 6.5 Control by Majority.
The Holders of a majority in principal amount of the Securities of any
Series then outstanding may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee by this
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Indenture with respect to such Series. The Trustee, however, may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines may be unduly prejudicial to the rights of another
Securityholder or that may involve the Trustee in personal liability; provided
that the Trustee may take any other action deemed proper by the Trustee which
is not inconsistent with such direction.
Section 6.6 Limitation on Suits.
Subject to Section 6.7 below, a Securityholder may not institute any
proceeding or pursue any remedy with respect to this Indenture or the
Securities of a Series unless:
(1) the Holder gives to the Trustee written notice of a
continuing Event of Default with respect to the Securities of
that Series;
(2) the Holders of at least 25% in aggregate principal
amount of the Securities of such Series then outstanding make a
written request to the Trustee to pursue the remedy;
(3) such Holder or Holders offer to the Trustee
indemnity reasonably satisfactory to the Trustee against any
loss, liability or expense to be incurred in compliance with such
request;
(4) the Trustee does not comply with the request within
60 days after receipt of the request and the offer of indemnity;
and
(5) no direction inconsistent with such written request
has been given to the Trustee during such 60 day period by the
Holders of a majority in aggregate principal amount of the
Securities of such Series then outstanding.
A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over another
Securityholder.
Section 6.7 Rights of Holders To Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any
Holder of a Security of a Series to receive payment of principal of, or
premium, if any, and interest of the Security of such Series on or after the
respective due dates expressed in the Security of such Series, or to bring suit
for the enforcement of any such payment on or after such respective dates, is
absolute and unconditional and shall not be impaired or affected without the
consent of the Holder.
Section 6.8 Collection Suit by Trustee.
If an Event of Default in payment of principal, premium or interest
specified in Section 6.1(1) or (2) hereof with respect to Securities of any
Series at the time outstanding occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company (or any other obligor on the Securities of that Series) for the whole
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amount of unpaid principal and accrued interest remaining unpaid, together with
interest on overdue principal and, to the extent that payment of such interest
is lawful, interest on overdue installments of interest, in each case at the
rate then borne by the Securities of that Series, and such further amounts as
shall be sufficient to cover the costs and expenses of collection, including
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.
Section 6.9 Trustee May File Proofs of Claim.
The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Securityholders
allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Securities), any of their respective creditors or any of their
respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to
distribute the same after deduction of its charges and expenses to the extent
that any such charges and expenses are not paid out of the estate in any such
proceedings and any custodian in any such judicial proceeding is hereby
authorized by each Securityholder to make such payments to the Trustee, and in
the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.7 hereof.
Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Securities of a Series or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceedings.
Section 6.10 Priorities.
If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:
FIRST: to the Trustee for amounts due under Section 7.7 hereof;
SECOND: to Securityholders for amounts then due and unpaid for
principal, premium, if any, and interest on the Securities in respect of which
or for the benefit of which such money has been collected, ratably, without
preference or priority of any kind, according to the amounts due and payable on
such Securities; and
THIRD: to the Company.
The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10.
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Section 6.11 Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.7 hereof or a suit by Holders of more than 10% in
principal amount of the Securities of a Series then outstanding.
ARTICLE 7.
TRUSTEE
Section 7.1 Duties of Trustee.
(a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise as a
prudent person would exercise or use under the same circumstances in the
conduct of his own affairs.
(b) Except during the continuance of an Event of Default:
(1) The Trustee need perform only those duties that are
specifically set forth in this Indenture and no covenants or
obligations shall be implied in this Indenture against the
Trustee.
(2) In the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture but, in the case of any
such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee
shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture.
(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:
(1) This paragraph does not limit the effect of
paragraph (b) of this Section 7.1.
(2) The Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer, unless it
is proved that the Trustee was negligent in ascertaining the
pertinent facts.
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(3) The Trustee shall not be liable with respect to any
action it takes or omits to take in good faith in accordance with
a direction received by it pursuant to Sections 6.2 and 6.5
hereof.
(d) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it.
(e) Whether or not therein expressly so provided, paragraphs
(a), (b), (c) and (d) of this Section 7.1 shall govern every provision of this
Indenture that in any way relates to the Trustee.
(f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by the law.
(g) The Paying Agent, the Registrar and any authenticating
agent shall be entitled to the protections, immunities and standard of care set
forth in paragraphs (a), (b), (c) and (d) of this Section 7.1 with respect to
the Trustee.
Section 7.2 Rights of Trustee.
Subject to Section 7.1 hereof:
(1) The Trustee may rely on and shall be protected in
acting or refraining from acting upon any document reasonably
believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact
or matter stated in the document.
(2) Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel, or
both, which shall conform to the provisions of Section 10.5
hereof. The Trustee shall be protected and shall not be liable
for any action it takes or omits to take in good faith in
reliance on such certificate or opinion.
(3) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent
appointed by it with due care.
(4) The Trustee shall not be liable for any action it
takes or omits to take in good faith which it reasonably believes
to be authorized or within its rights or powers.
(5) The Trustee may consult with counsel of its
selection, and the advice or opinion of such counsel as to
matters of law shall be full and complete authorization and
protection from liability in respect of any action taken, omitted
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or suffered by it hereunder in good faith and in accordance with
the advice or opinion of such counsel.
(6) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the
Holders pursuant to the provisions of this Indenture, unless such
Holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may
be incurred therein or thereby.
(7) The Trustee shall not be deemed to have knowledge
of any fact or matter unless such fact or matter is known to a
Responsible Officer of the Trustee.
Section 7.3 Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Securities and may make loans to, accept deposits from, perform
services for or otherwise deal with the Company, or any Affiliate thereof, with
the same rights it would have if it were not Trustee. Any Agent may do the same
with like rights. The Trustee, however, shall be subject to Sections 7.10 and
7.11 hereof.
Section 7.4 Trustee's Disclaimer.
The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Securities, it shall not be accountable for the Company's
use of the proceeds from the sale of Securities or any money paid to the
Company pursuant to the terms of this Indenture and it shall not be responsible
for any statement in the Securities other than its certificate of
authentication.
Section 7.5 Notice of Default.
If a Default or an Event of Default occurs and is continuing with
respect to the Securities of any Series and if it is known to the Trustee, the
Trustee shall mail to each Securityholder of the Securities of that Series
notice of the Default or the Event of Default, as the case may be, within 30
days after it occurs or, if later, after a Responsible Officer of the Trustee
has knowledge of such Default or Event of Default. Except in the case of a
Default or an Event of Default in payment of the principal of, or premium, if
any, or interest on any Security of any Series, the Trustee may withhold the
notice if and so long as the Board of Directors of the Trustee, the executive
committee or any trust committee of such board and/or its Responsible Officers
in good faith determine(s) that withholding the notice is in the interests of
the Securityholders of that Series.
Section 7.6 Reports by Trustee to Holders.
If and to the extent required by the TIA, within 60 days after May 15 of
each year, commencing the May 15 following the date of this Indenture, the
Trustee shall mail to each
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Securityholder a brief report dated as of such May 15 that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and
313(c).
A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and any stock exchange on which the Securities of
that Series are listed. The Company shall promptly notify the Trustee when the
Securities of any Series are listed on any stock exchange, and the Trustee
shall comply with TIA Section 313(d).
Section 7.7 Compensation and Indemnity.
The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited
by any provision of law on compensation of a trustee of an express trust. The
Company shall reimburse the Trustee upon request for all reasonable
disbursements, expenses and advances incurred or made by it in connection with
its duties under this Indenture, including the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.
The Company shall indemnify the Trustee for, and hold it harmless
against, any and all loss or liability incurred by it in connection with the
acceptance or performance of its duties under this Indenture including the
reasonable costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers
or duties hereunder. The Trustee shall notify the Company promptly of any
claim asserted against the Trustee for which it may seek indemnity.
However, the failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations. Notwithstanding the foregoing, the
Company need not reimburse the Trustee for any expense or indemnify it against
any loss or liability incurred by the Trustee through its negligence or bad
faith. To secure the payment obligations of the Company in this Section 7.7,
the Trustee shall have a lien prior to the Securities of any Series on all
money or property held or collected by the Trustee except such money or
property held in trust to pay principal of and interest on particular
Securities of that Series.
When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.1(6) or (7) hereof occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.
For purposes of this Section 7.7, the term "Trustee" shall include any
trustee appointed pursuant to Article 9.
Section 7.8 Replacement of Trustee.
The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing.
The Holders of a majority in principal amount of the outstanding
Securities of any Series may remove the Trustee with respect to that Series by
notifying the removed Trustee in writing and may appoint a successor Trustee
with respect to that Series with the Company's written
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consent, which consent shall not be unreasonably withheld. The Company may
remove the Trustee with respect to that Series at its election if:
(1) the Trustee fails to comply with Section 7.10
hereof;
(2) the Trustee is adjudged a bankrupt or an insolvent
or an order for relief is entered with respect to the Trustee
under any Bankruptcy Law;
(3) a Custodian or other public officer takes charge of
the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting.
If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee with respect to any Series of Securities for any reason, the
Company shall promptly notify each Holder of such event and shall promptly
appoint a successor Trustee.
If a successor Trustee with respect to the Securities of one or more
Series does not take office within 60 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Company or the Holders of at least 10%
in principal amount of the outstanding Securities of the applicable Series may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.
If the Trustee with respect to the Securities of one or more Series
fails to comply with Section 7.10 hereof, any Securityholder of the applicable
Series may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.
A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately following
such delivery, the retiring Trustee with respect to one or more Series shall,
subject to its rights under Section 7.7 hereof, transfer all property held by
it as Trustee with respect to such Series to the successor Trustee, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee with respect to such Series shall have all the rights, powers
and duties of the Trustee under this Indenture. A successor Trustee with
respect to the Securities of one or more Series shall mail notice of its
succession to each Securityholder of such Series.
Section 7.9 Successor Trustee by Consolidation, Merger or Conversion.
If the Trustee consolidates with, merges or converts into, or transfers
all or substantially all of its corporate trust assets to, another corporation,
subject to Section 7.10 hereof, the successor corporation without any further
act shall be the successor Trustee.
Section 7.10 Eligibility; Disqualification.
This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5) in every respect. The
Trustee shall have a combined capital and surplus
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of at least $100,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1).
Section 7.11 Preferential Collection of Claims Against Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
Section 7.12 Paying Agents.
The Company shall cause each Paying Agent other than the Trustee to
execute and deliver to it and the Trustee an instrument in which such agent
shall agree with the Trustee, subject to the provisions of this Section 7.12:
(1) that it will hold all sums held by it as agent for
the payment of principal of, or premium, if any, or interest on,
the Securities (whether such sums have been paid to it by the
Company or by any obligor on the Securities) in trust for the
benefit of Holders of the Securities or the Trustee;
(2) that it will at any time during the continuance of
any Event of Default, upon written request from the Trustee,
deliver to the Trustee all sums so held in trust by it together
with a full accounting thereof; and
(3) that it will give the Trustee written notice within
three (3) Business Days of any failure of the Company (or by any
obligor on the Securities) in the payment of any installment of
the principal of, premium, if any, or interest on, the Securities
when the same shall be due and payable.
ARTICLE 8.
AMENDMENTS, SUPPLEMENTS AND WAIVERS
Section 8.1 Without Consent of Holders.
The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series
without notice to or consent of any Securityholder:
(1) to comply with Section 5.1 hereof;
(2) to provide for uncertificated Securities in
addition to certificated Securities;
(3) to comply with any requirements of the SEC under
the TIA;
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(4) to cure any ambiguity, defect or inconsistency, or
to make any other change that does not adversely affect the
rights of any Securityholder;
(5) to provide for the issuance of and establish the
form and terms and conditions of Securities of any Series as
permitted by this Indenture; or
(6) to evidence and provide for the acceptance of
appointment hereunder by a successor Trustee with respect to the
Securities of one or more Series and to add to or change any of
the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by
more than one Trustee.
The Trustee is hereby authorized to join with the Company in the
execution of any supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter
into any such supplemental indenture which adversely affects its own rights,
duties or immunities under this Indenture.
Section 8.2 With Consent of Holders
The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Securities of one or more Series with
the written consent of the Holders of not less than a majority in aggregate
principal amount of the outstanding Securities of such Series affected by such
amendment or supplement without notice to any Securityholder. The Holders of
not less than a majority in aggregate principal amount of the outstanding
Securities of each such Series affected by such amendment or supplement may
waive compliance in a particular instance by the Company with any provision of
this Indenture or the Securities of such Series without notice to any
Securityholder. Subject to Section 8.4, without the consent of each
Securityholder affected, however, an amendment, supplement or waiver, including
a waiver pursuant to Section 6.4, may not:
(1) reduce the amount of Securities whose Holders must
consent to an amendment, supplement or waiver to this Indenture
or the Securities;
(2) reduce the rate of or change the time for payment
of interest on any Security;
(3) reduce the principal or change the Stated Maturity
of any Security or reduce the amount of, or postpone the date
fixed for, the payment of any sinking fund or analogous
obligation;
(4) make any Security payable in money other than that
stated in the Security;
(5) change the amount or time of any payment required
by the Securities or reduce the premium payable upon any
redemption of the Securities, or change the time before which no
such redemption may be made;
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(6) waive a Default or Event of Default in the payment
of the principal of or interest, if any, on any Security (except
a rescission of acceleration of the Securities of any Series by
the Holders of at least a majority in principal amount of the
outstanding Securities of such Series and a waiver of the payment
default that resulted from such acceleration);
(7) waive a redemption payment with respect to any
Security or change any of the provisions with respect to the
redemption of any Securities;
(8) make any changes in Sections 6.4 or 6.7 hereof or
this sentence of Section 8.2; or
(9) take any other action otherwise prohibited by this
Indenture to be taken without the consent of each holder affected
thereby.
Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
receipt by the Trustee of evidence reasonably satisfactory to the Trustee of
the consent of the Securityholders as aforesaid and upon receipt by the Trustee
of the documents described in Section 8.6 hereof, the Trustee shall join with
the Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such supplemental indenture.
It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof.
Section 8.3 Compliance with Trust Indenture Act.
Every amendment to or supplement of this Indenture or the Securities
shall comply with the TIA as then in effect.
Section 8.4 Revocation and Effect of Consents.
Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Security or portion thereof, and of any Security issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Security. Any such Holder or subsequent
Holder, however, may revoke the consent as to his Security or portion of a
Security, if the Trustee receives the notice of revocation before the date the
amendment, supplement, waiver or other action becomes effective.
The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver which record date shall be at least 30 days prior to the
first solicitation of such consent. If a record
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date is fixed, then, notwithstanding the preceding paragraph, those Persons who
were Holders at such record date (or their duly designated proxies), and only
such Persons, shall be entitled to consent to such amendment, supplement, or
waiver or to revoke any consent previously given, whether or not such Persons
continue to be Holders after such record date. No such consent shall be valid
or effective for more than 90 days after such record date.
After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Securityholder, unless it makes a change
described in any of clauses (1) through (9) of Section 8.2 hereof. In that
case the amendment, supplement, waiver or other action shall bind each Holder
of a Security who has consented to it and every subsequent Holder of a Security
or portion of a Security that evidences the same debt as the consenting
Holder's Security; provided that any such waiver shall not impair or affect the
right of any Holder to receive payment of principal of and interest on a
Security, on or after the respective due dates expressed in such Security, or
to bring suit for the enforcement of any such payment on or after such
respective dates without the consent of such Holder.
Section 8.5 Notation on or Exchange of Securities
If an amendment, supplement, or waiver changes the terms of a Security
of any Series, the Trustee may request the Holder of such Security to deliver
it to the Trustee. In such case, the Trustee shall place an appropriate
notation on such Security about the changed terms and return it to the Holder.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for such Security shall issue and the Trustee shall authenticate a new
security that reflects the changed terms. Failure to make the appropriate
notation or issue a new Security shall not affect the validity and effect of
such amendment supplement or waiver.
Section 8.6 Trustee To Sign Amendments, etc.
The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 8 if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may, but need not, sign it. In signing or refusing to
sign such amendment, supplement or waiver the Trustee shall be entitled to
receive and, subject to Section 7.1 hereof, shall be fully protected in relying
upon an Officers' Certificate and an Opinion of Counsel stating that such
amendment, supplement or waiver is authorized or permitted by this Indenture.
The Company may not sign an amendment or supplement until the Board of
Directors of the Company approves it.
ARTICLE 9.
DISCHARGE OF INDENTURE; DEFEASANCE
Section 9.1 Discharge of Indenture.
The Company may terminate its obligations under the Securities of any
Series and this Indenture with respect to such Series, except the obligations
referred to in the last paragraph of this Section 9.1, if there shall have been
canceled by the Trustee or delivered to the Trustee for cancellation all
Securities of such Series theretofore authenticated and delivered
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(other than any Securities of such Series that are asserted to have been
destroyed, lost or stolen and that shall have been replaced as provided in
Section 2.8 hereof) and the Company has paid all sums payable by it hereunder
or deposited all required sums with the Trustee.
After such delivery the Trustee upon request shall acknowledge in
writing the discharge of the Company's obligations under the Securities of such
Series and this Indenture except for those surviving obligations specified
below.
Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company in Sections 7.7, 9.5 and 9.6 hereof shall survive.
Section 9.2 Legal Defeasance.
The Company may at its option, by Board Resolution, be discharged from
its obligations with respect to the Securities of any Series on the date the
conditions set forth in Section 9.4 below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness represented
by the Securities of such Series and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall, subject
to Section 9.6 hereof, execute proper instruments acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of outstanding Securities of
such Series to receive solely from the trust funds described in Section 9.4
hereof and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on the Securities of such Series
when such payments are due, (B) the Company's obligations with respect to the
Securities of such Series under Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9 and 4.8
hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee
hereunder (including claims of, or payments to, the Trustee under or pursuant
to Section 7.7 hereof) and (D) this Article 9. Subject to compliance with this
Article 9, the Company may exercise its option under this Section 9.2 with
respect to the Securities of any Series notwithstanding the prior exercise of
its option under Section 9.3 below with respect to the Securities of such
Series.
Section 9.3 Covenant Defeasance.
At the option of the Company, pursuant to a Board Resolution, the
Company shall be released from its obligations under Sections 4.2 through 4.8
hereof, inclusive, and Section 5.1 hereof with respect to the outstanding
Securities of any Series on and after the date the conditions set forth in
Section 9.4 hereof are satisfied (hereinafter, "Covenant Defeasance"). For
this purpose, such Covenant Defeasance means that the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section or portion thereof, whether
directly or indirectly by reason of any reference elsewhere herein to any such
specified Section or portion thereof or by reason of any reference in any such
specified Section or portion thereof to any other provision herein or in any
other document, but the remainder of this Indenture and the Securities of any
Series shall be unaffected thereby.
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Section 9.4 Conditions to Legal Defeasance or Covenant Defeasance.
The following shall be the conditions to application of Section 9.2 or
Section 9.3 hereof to the outstanding Securities of a Series:
(1) the Company shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee
satisfying the requirements of Section 7.10 hereof who shall
agree to comply with the provisions of this Article 9 applicable
to it) as funds in trust for the purpose of making the following
payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities, (A)
money in an amount, or (B) U.S. Government Obligations or Foreign
Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with
their terms will provide, not later than the due date of any
payment, money in an amount, or (C) a combination thereof,
sufficient, in the opinion of a nationally-recognized firm of
independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and
discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, the principal of,
premium, if any, and accrued interest on the outstanding
Securities of such Series at the maturity date of such principal,
premium, if any, or interest, or on dates for payment and
redemption of such principal, premium, if any, and interest
selected in accordance with the terms of this Indenture and of
the Securities of such Series;
(2) no Event of Default or Default with respect to the
Securities of such Series shall have occurred and be continuing
on the date of such deposit, or shall have occurred and be
continuing at any time during the period ending on the 91st day
after the date of such deposit or, if longer, ending on the day
following the expiration of the longest preference period under
any Bankruptcy Law applicable to the Company in respect of such
deposit (it being understood that this condition shall not be
deemed satisfied until the expiration of such period);
(3) such Legal Defeasance or Covenant Defeasance shall
not cause the Trustee to have a conflicting interest for purposes
of the TIA with respect to any securities of the Company;
(4) such Legal Defeasance or Covenant Defeasance shall
not result in a breach or violation of, or constitute default
under any other agreement or instrument to which the Company is a
party or by which it is bound;
(5) the Company shall have delivered to the Trustee an
Opinion of Counsel stating that, as a result of such Legal
Defeasance or Covenant Defeasance, neither the trust nor the
Trustee will be required to register as an investment company
under the Investment Company Act of 1940, as amended;
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(6) in the case of an election under Section 9.2 above,
the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Company has received from, or there
has been published by, the Internal Revenue Service a ruling to
the effect that or (ii) there has been a change in any applicable
Federal income tax law with the effect that, and such opinion
shall confirm that, the Holders of the outstanding Securities of
such Series or persons in their positions will not recognize
income, gain or loss for Federal income tax purposes solely as a
result of such Legal Defeasance and will be subject to Federal
income tax on the same amounts, in the same manner, including as
a result of prepayment, and at the same times as would have been
the case if such Legal Defeasance had not occurred;
(7) in the case of an election under Section 9.3
hereof, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of the
outstanding Securities of such Series will not recognize income,
gain or loss for Federal income tax purposes as a result of such
Covenant Defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not
occurred;
(8) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to either the
Legal Defeasance under Section 9.2 above or the Covenant
Defeasance under Section 9.3 hereof (as the case may be) have
been complied with;
(9) the Company shall have delivered to the Trustee an
Officers' Certificate stating that the deposit under clause (1)
was not made by the Company with the intent of defeating,
hindering, delaying or defrauding any creditors of the Company or
others; and
(10) the Company shall have paid or duly provided for
payment under terms mutually satisfactory to the Company and the
Trustee all amounts then due to the Trustee pursuant to Section
7.7 hereof.
Section 9.5 Deposited Money and U.S. and Foreign Government Obligations to be
Held in Trust; Other Miscellaneous Provisions.
All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee
pursuant to Section 9.4 hereof in respect of the outstanding Securities shall
be held in trust and applied by the Trustee, in accordance with the provisions
of such Securities and this Indenture, to the payment, either directly or
through any Paying Agent as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal,
premium, if any, and accrued interest, but such money need not be segregated
from other funds except to the extent required by law.
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The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations and
Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the
principal, premium, if any, and interest received in respect thereof other than
any such tax, fee or other charge which by law is for the account of the
Holders of the outstanding Securities.
Anything in this Article 9 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money, U.S. Government Obligations or Foreign Government Obligations held by it
as provided in Section 9.4 hereof which, in the opinion of a nationally-
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
Legal Defeasance or Covenant Defeasance.
Section 9.6 Reinstatement.
If the Trustee or Paying Agent is unable to apply any money, U.S.
Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by
reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
obligations under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to this Article 9 until
such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may
be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however,
that if the Company has made any payment of principal of, premium, if any, or
accrued interest on any Securities because of the reinstatement of their
obligations, the Company shall be subrogated to the rights of the Holders of
such Securities to receive such payment from the money, U.S. Government
Obligations or Foreign Government Obligations held by the Trustee or Paying
Agent.
Section 9.7 Moneys Held by Paying Agent.
In connection with the satisfaction and discharge of this Indenture, all
moneys then held by any Paying Agent under the provisions of this Indenture
shall, upon demand of the Company, be paid to the Trustee, or if sufficient
moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.
Section 9.8 Moneys Held by Trustee.
Any moneys deposited with the Trustee or any Paying Agent or then held
by the Company in trust for the payment of the principal of, or premium, if
any, or interest on any Security that are not applied but remain unclaimed by
the Holder of such Security for two years after the date upon which the
principal of, or premium, if any, or interest on such Security shall have
respectively become due and payable shall be repaid to the Company upon Company
Request, or if such moneys are then held by the Company in trust, such moneys
shall be released from such trust; and the Holder of such Security entitled to
receive
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such payment shall thereafter, as an unsecured general creditor, look only to
the Company for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Trustee or any such Paying Agent, before being required to
make any such repayment, may, at the expense of the Company, either mail to
each Securityholder affected, at the address shown in the register of the
Securities maintained by the Registrar or cause to be published once a week for
two successive weeks, in a newspaper published in the English language,
customarily published each Business Day and of general circulation in the City
of New York, New York, a notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such mailing or publication, any unclaimed balance of such moneys then
remaining will be repaid to the Company. After payment to the Company or the
release of any money held in trust by the Company, Securityholders entitled to
the money must look only to the Company for payment as general creditors unless
applicable abandoned property law designates another person.
ARTICLE 10.
MISCELLANEOUS
Section 10.1 Trust Indenture Act Controls.
If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.
Section 10.2 Notices.
Any notice or communication shall be given in writing and delivered in
person, sent by facsimile, delivered by commercial courier service or mailed by
first-class mail, postage prepaid, addressed as follows:
If to the Company:
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
Attention: Chief Financial Officer
Copy to:
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
Attention: George Ticknor, Esq.
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If to the Trustee:
The Company or the Trustee by written notice to the others may designate
additional or different addresses for subsequent notices or communications. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if telecopied; and
five (5) calendar days after mailing if sent by registered or certified mail,
postage prepaid (except that a notice of change of address shall not be deemed
to have been given until actually received by the addressee).
Any notice or communication mailed to a Securityholder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.
Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication to a Securityholder is mailed in
the manner provided above, it shall be deemed duly given, whether or not the
addressee receives it.
In case by reason of the suspension of regular mail service, or by
reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.
Section 10.3 Communications by Holders with Other Holders.
Securityholders of any Series may communicate pursuant to TIA Section
312(b) with other Securityholders of that Series or any other Series with
respect to their rights under this Indenture or the Securities of that Series
or any other Series. The Company, the Trustee, the Registrar and anyone else
shall have the protection of TIA Section 312(c).
Section 10.4 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:
(1) an Officers' Certificate (which shall include the
statements set forth in Section 10.5 below) stating that, in the
opinion of the signers, all conditions precedent, if any,
provided for in this Indenture relating to the proposed action
have been complied with; and
(2) an Opinion of Counsel (which shall include the
statements set forth in Section 10.5 below) stating that, in the
opinion of such counsel, all such conditions precedent have been
complied with.
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Section 10.5 Statement Required in Certificate and Opinion.
Each certificate and opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:
(1) a statement that the Person making such certificate
or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such Person, it
or he has made such examination or investigation as is necessary
to enable it or him to express an informed opinion as to whether
or not such covenant or condition has been complied with; and
(4) a statement as to whether or not, in the opinion of
such Person, such covenant or condition has been complied with.
Section 10.6 When Treasury Securities Disregarded.
In determining whether the Holders of the required aggregate principal
amount of the Securities of any Series have concurred in any direction, waiver
or consent, the Securities of any Series owned by the Company or any other
obligor on such Securities or by any Affiliate of any of them shall be
disregarded, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Securities of such Series which the Trustee actually knows are so owned shall
be so disregarded. Securities of such Series so owned which have been pledged
in good faith shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Securities of such Series and that the pledgee is not the Company or any other
obligor upon the Securities of such Series or any Affiliate of any of them.
Section 10.7 Rules by Trustee and Agents.
The Trustee may make reasonable rules for action by or at meetings of
Securityholders. The Registrar and Paying Agent may make reasonable rules for
their functions.
Section 10.8 Business Days; Legal Holidays.
A "Business Day" is a day that is not a Legal Holiday. A "Legal
Holiday" is a Saturday, a Sunday, a federally-recognized holiday or a day on
which banking institutions are not required to be open in the State of New York
or the Commonwealth of Massachusetts.
If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue
42
<PAGE> 48
for the intervening period.
Section 10.9 Governing Law.
THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF
CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE SECURITIES.
Section 10.10 No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan,
security or debt agreement of the Company or any Subsidiary thereof. No such
indenture, loan, security or debt agreement may be used to interpret this
Indenture.
Section 10.11 No Recourse Against Others.
A director, officer, employee, stockholder or incorporator, as such, of
the Company shall not have any liability for any obligations of the Company
under the Securities or the Indenture or for any claim based on, in respect of
or by reason of such obligations or their creations. Each Securityholder by
accepting a Security waives and releases all such liability. Such waiver and
release are part of the consideration for the issuance of the Securities.
Section 10.12 Successors.
All agreements of the Company in this Indenture and the Securities shall
bind their respective successors. All agreements of the Trustee, any
additional trustee and any Paying Agents in this Indenture shall bind its
successor.
Section 10.13 Multiple Counterparts.
The parties may sign multiple counterparts of this Indenture. Each
signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.
Section 10.14 Table of Contents, Headings, etc.
The table of contents, cross-reference sheet and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way
modify or restrict any of the terms or provisions hereof.
Section 10.15 Separability.
Each provision of this Indenture shall be considered separable and if
for any reason
43
<PAGE> 49
any provision which is not essential to the effectuation of the basic purpose
of this Indenture or the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
Section 10.16 Securities in a Foreign Currency or in ECU.
Unless otherwise specified in a Board Resolution, a supplemental
indenture hereto or an Officers' Certificate delivered pursuant to Section 2.2
of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a
specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at
such time, there are outstanding Securities of any Series which are denominated
in a coin or currency other than Dollars (including ECUs), then the principal
amount of Securities of such Series which shall be deemed to be outstanding for
the purpose of taking such action shall be that amount of Dollars that could be
obtained for such amount at the Market Exchange Rate at such time. For purposes
of this Section 10.16, "Market Exchange Rate" shall mean the noon Dollar buying
rate in New York City for cable transfers of that currency as published by the
Federal Reserve Bank of New York; provided, however, in the case of ECUs,
Market Exchange Rate shall mean the rate of exchange determined by the
Commission of the European Union (or any successor thereto) as published in the
Official Journal of the European Union (such publication or any successor
publication, the "Journal"). If such Market Exchange Rate is not available for
any reason with respect to such currency, the Trustee shall use, in its sole
discretion and without liability on its part, such quotation of the Federal
Reserve Bank of New York or, in the case of ECUs, the rate of exchange as
published in the Journal, as of the most recent available date, or quotations
or, in the case of ECUs, rates of exchange from one or more major banks in The
City of New York or in the country of issue of the currency in question or, in
the case of ECUs, in Luxembourg or such other quotations or, in the case of
ECUs, rates of exchange as the Trustee, upon consultation with the Company,
shall deem appropriate. The provisions of this paragraph shall apply in
determining the equivalent principal amount in respect of Securities of a
Series denominated in currency other than Dollars in connection with any action
taken by Holders of Securities pursuant to the terms of this Indenture.
All decisions and determinations of the Trustee regarding the
Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence
of manifest error, be conclusive to the extent permitted by law for all
purposes and irrevocably binding upon the Company and all Holders.
Section 10.17 Judgment Currency.
The Company agrees, to the fullest extent that it may effectively do so
under applicable law, that (a) if for the purpose of obtaining judgment in any
court it is necessary to convert the sum due in respect of the principal of or
interest or other amount on the Securities of any Series (the "Required
Currency") into a currency in which a judgment will be rendered (the "Judgment
Currency"), the rate of exchange used shall be the rate at which
44
<PAGE> 50
in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York
Banking Day, then, the rate of exchange used shall be the rate at which in
accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New
York Banking Day preceding the day on which final unappealable judgment is
entered and (b) its obligations under this Indenture to make payments in the
Required Currency (i) shall not be discharged or satisfied by any tender, any
recovery pursuant to any judgment (whether or not entered in accordance with
subsection (a)), in any currency other than the Required Currency, except to
the extent that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to be payable
in respect of such payments, (ii) shall be enforceable as an alternative or
additional cause of action for the purpose of recovering in the Required
Currency the amount, if any, by which such actual receipt shall fall short of
the full amount of the Required Currency so expressed to be payable, and (iii)
shall not be affected by judgment being obtained for any other sum due under
this Indenture. For purposes of the foregoing, "New York Banking Day" means any
day except a Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or
executive order to close.
45
<PAGE> 51
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed as of the day and year first above written.
LAMAR ADVERTISING COMPANY
By:
--------------------------------
Name:
Its:
[Name of Trustee]
By:
--------------------------------
Name:
Its:
46
<PAGE> 1
EXHIBIT 5.1
[PALMER & DODGE LLP LETTERHEAD]
April 20, 1998
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
Re: $500,000,000 Aggregate Offering Price of Securities of Lamar
Advertising Company
Ladies and Gentlemen:
We are furnishing this opinion in connection with the registration
statement on Form S-3 (the "Registration Statement") of Lamar Advertising
Company (the "Company"), a Delaware corporation, filed on April 20, 1998 with
the U.S. Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act").
We have reviewed the Registration Statement, including the prospectus
(the "Prospectus") which is a part of the Registration Statement. The
Prospectus provides that it will be supplemented in the future by one or more
supplements to the Prospectus (each a "Prospectus Supplement"). The Prospectus
as supplemented by various Prospectus Supplements will provide for the issuance
and sale by the Company of up to $500,000,000 aggregate offering price of (i)
one or more series of debt securities (the "Debt Securities"), (ii) shares of
preferred stock, $.001 par value per share (the "Preferred Stock"), (iii)
shares of Class A common stock, $.001 par value per share (the "Class A Stock")
and (iv) warrants to purchase Class A Stock, Preferred Stock or Debt Securities
(collectively, the "Warrants"), and the issuance and sale by certain
subsidiaries of the Company listed as Co-Registrants in the Registration
Statement (the "Subsidiaries") of guarantees of the Debt Securities (the
"Guarantees"). The Debt Securities, the Guarantees, the Preferred Stock, the
Class A Stock and the Warrants are collectively referred to herein as the
"Securities." The Registration Statement provides that Debt Securities may be
convertible into shares of Class A Stock or shares of Preferred Stock, and that
shares of Preferred Stock may be convertible into shares of Class A Stock.
The Debt Securities will be issued pursuant to one or more indentures in
the form filed as an exhibit to the Registration Statement, as amended or
supplemented from time to time (each, an "Indenture"), between the Company, as
obligor, and a trustee chosen by the Company and qualified to act as such under
the Trust Indenture Act of 1939, as amended (each, a "Trustee"). The Warrants
will be issued under one or more warrant agreements (each, a "Warrant
Agreement") by and among the Company and a financial institution identified
therein as warrant agent (each, a "Warrant Agent").
<PAGE> 2
Lamar Advertising Company
April 20, 1998
Page 2
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken and proposed to be taken by the Company
in connection with the authorization and issuance of the Securities. We have
made such examination as we consider necessary to render this opinion.
The opinions rendered herein are limited to the laws of the Commonwealth
of Massachusetts, the Delaware General Corporation Law and the federal laws of
the United States. For purposes of our opinions as to the enforceability of
the Indenture, the Debt Securities and the Guarantees set forth in paragraphs 1
and 2 below, we are rendering such opinions as though the laws of Massachusetts
governed notwithstanding the recitation in such instruments that the law of
another jurisdiction may govern.
Based upon the foregoing, we are of the opinion that:
1. When (i) the Company and the Trustee duly execute and deliver an
Indenture and the specific terms of a particular Debt Security have been duly
established in accordance with the terms of such Indenture, and such Debt
Securities have been duly authenticated by the Trustee and duly executed and
delivered on behalf of the Company against payment therefor in accordance with
the terms and provisions of the Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and (ii) the Registration Statement and any required post-effective amendments
thereto have all become effective under the Securities Act, and assuming that
(a) the terms of the Debt Securities as executed and delivered are as described
in the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (b) the Debt Securities as executed and delivered do not violate
any law applicable to the Company or result in a default under or breach of any
agreement or instrument binding upon the Company, (c) the Debt Securities as
executed and delivered comply with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company and (d) the Debt
Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the Debt
Securities will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Debt
Securities.
2. When (i) the Company, the Subsidiaries delivering Guarantees of Debt
Securities and the Trustee duly execute and deliver an Indenture and the
specific terms of the Guarantees and the related Debt Securities have been duly
established in accordance with the terms of the applicable Indenture, the
Guarantees have been duly executed and delivered and the related Debt
Securities have been duly authenticated by the Trustee and duly executed and
delivered on behalf of the Company against payment therefor in accordance with
the terms and provision of the applicable Indenture and as contemplated by the
Registration Statement, the Prospectus and the related Prospectus Supplement(s)
and (ii) the Registration Statement and any required post-effective amendment
thereto have all become effective under the Securities Act, and assuming that
(a) the terms of the Guarantees as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), (b) the Guarantees as executed and delivered do not violate any
law applicable to each Subsidiary
<PAGE> 3
Lamar Advertising Company
April 20, 1998
Page 3
delivering a Guarantee or result in a default under or breach of any agreement
or instrument binding upon each such Subsidiary, (c) the Guarantees as executed
and delivered comply with all requirements and restrictions, if any, applicable
to each Subsidiary delivering a Guarantee, whether imposed by any court or
governmental or regulatory body having jurisdiction over each such Subsidiary
and (d) the Guarantees are then issued as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), the
Guarantees will constitute valid and binding obligations of each Subsidiary
delivering a Guarantee, enforceable against each such Subsidiary in accordance
with the terms of the Guarantees.
3. The Company has the authority pursuant to its Certificate of
Incorporation, as amended (the "Certificate"), to issue up to 1,000,000 shares
of Preferred Stock. When a series of Preferred Stock has been duly established
in accordance with the terms of the Company's Certificate and applicable law,
and upon adoption by the Board of Directors of the Company of a resolution in
form and content as required by applicable law and upon issuance and delivery
of and payment for such shares in the manner contemplated by the Registration
Statement, the Prospectus and the related Prospectus Supplement(s) and by such
resolution, such shares of such series of Preferred Stock will be validly
issued, fully paid and nonassessable.
4. The Company has the authority pursuant to its Certificate to issue
up to 75,000,000 shares of Class A Stock. Upon adoption by the Board of
Directors of the Company of a resolution in form and content as required by
applicable law and upon issuance and delivery of and payment for such shares in
the manner contemplated by the Registration Statement, the Prospectus and the
related Prospectus Supplement(s) and by such resolution, such shares of Class A
Stock will be validly issued, fully paid and nonassessable.
5. When (i) the Company and the Warrant Agent duly execute and deliver
a Warrant Agreement and the specific terms of a particular Warrant have been
duly established in accordance with the terms of such Warrant Agreement, and
such Warrants have been duly authenticated by the Warrant Agent and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Warrant Agreement and as
contemplated by the Registration Statement, the Prospectus and the related
Prospectus Supplement(s) and (ii) the Registration Statement and any required
post-effective amendments thereto have all become effective under the
Securities Act, and assuming that (a) the terms of the Warrants as executed and
delivered are as described in the Registration Statement, the Prospectus and
the related Prospectus Supplement(s), (b) the Warrants as executed and
delivered do not violate any law applicable to the Company or result in a
default under or breach of any agreement or instrument binding upon the
Company, (c) the Warrants as executed and delivered comply with all
requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction
over the Company and (d) the Warrants are then issued and sold as contemplated
in the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), the Warrants will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.
The opinions set forth in paragraphs 1, 2 and 5 above are subject to the
following
<PAGE> 4
Lamar Advertising Company
April 20, 1998
Page 4
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights and
remedies of creditors; (ii) the effect of general principles of equity,
including without limitation, concepts of materiality, reasonableness, good
faith and fair dealing and the possible unavailability of specific performance
or injunctive relief, regardless of whether enforcement is considered in a
proceeding in equity or at law, and the discretion of the court before which
any proceeding therefor may be brought; (iii) the unenforceability under
certain circumstances under law or court decisions of provisions providing for
the indemnification of, or contribution to, a party with respect to a liability
where such indemnification or contribution is contrary to public policy; (iv)
we express no opinion concerning the enforceability of any waiver of rights or
defenses with respect to stay, extension or usury laws; and (v) we express no
opinion with respect to whether acceleration of Debt Securities may affect the
collectibility of any portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon.
We assume for purposes of this opinion that each of the Company and the
Subsidiaries are and will remain duly organized, validly existing and in good
standing under applicable state law.
To the extent that the obligations of the Company and the Subsidiaries
under an Indenture may be dependent thereon, we assume for purposes of this
opinion that each of the Company and the Subsidiaries has the organizational
power and authority to issue and sell the Securities; that the applicable
Indenture has been duly authorized by all necessary organizational action by
the Company and the Subsidiaries, has been duly executed and delivered by the
Company and the Subsidiaries and constitutes the legally valid, binding and
enforceable obligation of each of the Company and the Subsidiaries enforceable
against each of the Company and the Subsidiaries in accordance with its terms;
that the Trustee for each Indenture is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization; that the
Trustee is duly qualified to engage in the activities contemplated by the
applicable Indenture; that the applicable Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes a legally valid, binding
and enforceable obligation of the Trustee, enforceable against the Trustee in
accordance with its terms; that the Trustee is in compliance, generally and
with respect to acting as Trustee under the applicable Indenture, with all
applicable laws and regulations; and that the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the applicable Indenture.
To the extent that the obligations of the Company under each Warrant
Agreement may be dependent thereon, we assume for purposes of this opinion that
the Company has the corporate power and authority to issue and sell the
Securities; that the applicable Warrant Agreement has been duly authorized by
all necessary corporate action by the Company, has been duly executed and
delivered by the Company and constitutes the legally valid, binding and
enforceable obligation of the Company enforceable against the Company in
accordance with its terms; that the Warrant Agent is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Warrant Agent is duly qualified to engage in the
activities contemplated by the Warrant Agreement; that the Warrant Agreement
has been duly
<PAGE> 5
Lamar Advertising Company
April 20, 1998
Page 5
authorized, executed and delivered by the Warrant Agent and constitutes the
legally valid, binding and enforceable obligation of the Warrant Agent,
enforceable against the Warrant Agent in accordance with its terms; that the
Warrant Agent is in compliance, generally and with respect to acting as a
Warrant Agent under the Warrant Agreement, with all applicable laws and
regulations; and that the Warrant Agent has the requisite organizational and
legal power and authority to perform its obligations under the Warrant
Agreement.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus included therein.
Very truly yours,
/s/ Palmer & Dodge LLP
<PAGE> 1
Exhibit 12.1
LAMAR ADVERTISING COMPANY
STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS
TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
Year Ended October 31, Year Ended
---------------------- December 31,
1993 1994 1995 1996 1997
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
EARNINGS
Net earnings (loss) $ (653) $ 7,299 $ 10,698 $ 10,849 $ 2,841
Income tax expense (benefit) 476 (2,072) (2,390) 7,099 4,654
Fixed charges 15,398 19,161 22,032 22,044 48,591
-------- -------- -------- -------- --------
Earnings as adjusted $ 15,221 $ 24,388 $ 30,340 $ 39,992 $ 56,086
======== ======== ======== ======== ========
FIXED CHARGES
Interest expense $ 11,502 $ 13,599 $ 15,783 $ 15,441 $ 38,230
Amortization of debt
issuance costs 235 563 565 653 1,762
Rents under leases representative
of an interest factor 3,661 5,000 5,684 5,950 8,599
-------- -------- -------- -------- --------
Fixed charges (as adjusted) $ 15,398 $ 19,161 $ 22,032 $ 22,044 $ 48,591
======== ======== ======== ======== ========
PREFERRED STOCK DIVIDENDS $ 0 $ 0 $ 0 $ 604 $ 963
-------- -------- -------- -------- --------
Total fixed charges combined
with preferred dividends $ 15,398 $ 19,161 $ 22,032 $ 22,648 $ 49,554
======== ======== ======== ======== ========
Ratio of earnings to fixed
charges 0.99 1.27 1.38 1.81 1.15
Ratio of earnings to combined
fixed charges and preferred
stock dividends 0.99 1.27 1.38 1.77 1.13
</TABLE>
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lamar Advertising Company:
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
New Orleans, Louisiana
April 17, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Lamar Advertising Company of our report dated May 13, 1997, on our
audits of the consolidated financial statements of Penn Advertising, Inc. as of
December 31, 1996 and 1995 and for each of the two years in the period ended
December 31, 1996, which report is included in Lamar Advertising Company's Form
8-K/A filed with the Securities and Exchange Commission on June 13, 1997. We
also consent to the reference to our firm under the heading "Experts" in the
Registration Statement and Prospectus.
/s/ Philip R. Friedman & Associates
York, Pennsylvania
April 16, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated October 17, 1997, on our audit of the National
Advertising Company - Lamar Acquisition statement of assets acquired and
liabilities assumed as of August 14, 1997 and the related statement of revenues
and expenses for the years ended December 31, 1996 and 1995, which report is
included in the Lamar Advertising Company's Form 8-K/A dated October 27, 1997.
We also consent to the reference to our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Chicago, Illinois
April 20, 1998
