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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
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)
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DELAWARE 72-1205791
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 926-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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KEVIN P. REILLY, JR.
CHIEF EXECUTIVE OFFICER
LAMAR ADVERTISING COMPANY
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 926-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with a copy to:
STANLEY KELLER, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(1) PRICE(2)(3) FEE
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Debt Securities of Lamar
Advertising Company (the
"Company")(3)
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Guarantees of Co-Registration 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 for Securities Being
Registered for the Account of the
Registrant(5) $409,125,000(6) 100% $409,125,000(6) $113,736.75
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</TABLE>
(1) The proposed maximum offering price per unit of the securities being
registered for the account of the Registrant 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 of the securities being
registered for the account of the Registrant 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 $409,125,000.
(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 by the Registrant for its own account pursuant to this
Registration Statement exceed $409,125,000 or the equivalent thereof in one
or more foreign currencies, foreign currency units or composite currencies.
The aggregate amount of Lamar Class A common stock registered hereunder for
the account of the Registrant 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.
(6) Does not include securities having an aggregate maximum offering price equal
to $90,875,000 eligible to be sold under the Registrant's Registration
Statement on Form S-3 (No. 333-50559), which are being carried forward to
this Registration Statement. The amount of the filing fee associated with
such securities which was previously paid in connection with the earlier
registration statement is $26,808.
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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 SAID SECTION 8(a),
MAY DETERMINE.
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Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement relates to $409,125,000 of securities registered hereby and to the
$90,875,000 of securities remaining unsold under Registration Statement on Form
S-3 (No. 333-50559) previously filed by the Registrant.
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TABLE OF CO-REGISTRANTS
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STATE OR OTHER
JURISDICTION IRS EMPLOYER
EXACT NAME OF REGISTRANT OF INCORPORATION IDENTIFICATION
AS SPECIFIED IN ITS CHARTER OR ORGANIZATION NUMBER
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<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 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
Lamar OCI South Corporation............................... Mississippi 64-0520092
Lamar OCI North Corporation............................... Delaware 38-2885263
Lamar Advertising of Greenville, Inc...................... Mississippi 64-0577713
Lamar Advertising of West Virginia, Inc................... West Virginia 55-0670806
Lamar Advertising of Ashland, Inc......................... Kentucky 61-1071047
American Signs, Inc....................................... Washington 91-1642046
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and Lamar Advertising Company is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 5, 1999
PROSPECTUS
$500,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES, PREFERRED STOCK, CLASS A COMMON STOCK AND WARRANTS
Lamar Advertising Company may offer to the public from time to time in one
or more series or issuances:
- debt securities consisting of debentures, notes or other evidences of
indebtedness;
- shares of its preferred stock;
- shares of its Class A common stock; or
- warrants to purchase Class A common stock, preferred stock or debt
securities.
Lamar Class A common stock trades on the Nasdaq National Market under the
symbol "LAMR". Any Class A common stock sold by means of a prospectus supplement
to this prospectus may be listed on the Nasdaq National Market.
This prospectus provides you with a general description of the securities
that we may offer. Each time we or the selling stockholders sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information" beginning on
page 2 of this prospectus before you make your investment decision.
In this prospectus, "Lamar," "we," "us" and "our" refer to Lamar
Advertising Company, excluding, unless the context otherwise requires, its
subsidiaries.
SEE RISK FACTORS BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THESE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus may not be used to sell securities unless it is accompanied
by a prospectus supplement.
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The date of this prospectus is , 1999.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
Website at "http://www.sec.gov." Copies of these materials can also be inspected
and copied at the office of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20006-1500.
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
- Annual Report on Form 10-K for the year ended December 31, 1997;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
- Current Reports on Form 8-K/A filed with the SEC on April 17, 1998 and
October 19, 1998 and Current Reports on Form 8-K filed with the SEC on
June 5, 1998, June 26, 1998, August 14, 1998, October 15, 1998, December
22, 1998 and December 23, 1998;
- The consolidated financial statements of Penn Advertising, Inc. and
Subsidiary contained in our Current Report on Form 8-K/A filed with the
SEC 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 our Current Report on Form 8-K/A filed
with the SEC on October 27, 1997; and
- The description of the Class A Common Stock contained in our Registration
Statement on Form 8-A, filed with the SEC on June 7, 1996, as amended by
Form 8-A/A filed with the Commission on July 31, 1996.
You may request a copy of these filings, at no cost, by writing or
telephoning using the following contact information:
Shareholder Services
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808
(225) 926-1000
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in and incorporated by reference into this prospectus. We are offering
to sell securities and soliciting offers to buy securities only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of securities offered by this
prospectus.
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LAMAR ADVERTISING COMPANY
Lamar Advertising Company is one of the largest and most experienced owners
and operators of outdoor advertising structures in the United States. We conduct
a business that has operated under the Lamar name since 1902. As of December 1,
1998, we operated approximately 70,400 displays in 36 states. We also operate
the largest logo sign business in the United States. Logo signs are signs
located near highway exits which deliver brand name information on available
gas, food, lodging and camping services. As of December 1, 1998, we maintained
over 73,500 logo sign displays in 18 states. We also operate transit advertising
displays on bus shelters, bus benches and buses in several markets.
Lamar's principal executive office is located at 5551 Corporate Boulevard,
Baton Rouge, Louisiana 70808 and our telephone number at that location is (225)
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 of 1933 and Section 21E of the Securities Exchange Act of 1934. These are
statements that relate to future periods and include statements about our:
- expected operating results
- market opportunities
- acquisition opportunities
- ability to compete and
- stock price.
Generally, the words "anticipates," "believes," "expects," "intends" and
similar expressions identify forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause our actual results, performance or achievements, or
industry results, to differ materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. These
risks, uncertainties and other important factors include, among others: (i)
risks and uncertainties relating to leverage; (ii) the need for additional
funds; (iii) the integration of companies that we acquire and our 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." The forward-looking statements contained in this prospectus speak only
as of the date of this prospectus. We expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained in this prospectus to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on
which any forward-looking statement is based.
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RISK FACTORS
If you purchase securities offered by this prospectus and the accompanying
prospectus supplement, you will take on financial risk. In deciding whether to
invest, you should carefully consider the following factors, the information
contained in this prospectus, the accompanying prospectus supplement and the
other information that we have referred you to.
It is especially important to keep these risk factors in mind when you read
forward-looking statements.
SIGNIFICANT FIXED PAYMENTS ON OUR DEBT INCREASES UNCERTAINTY AND REDUCES
FLEXIBILITY IN OPERATIONS
We have borrowed substantial amounts of money in the past and may borrow more
money in the future. At December 31, 1998, we had approximately $880 million of
debt outstanding consisting of approximately $250 million in bank debt, $558
million in various series of senior subordinated notes and $72 million in
various other short-term and long-term debt.
A large part of our cash flow from operations must be used to make principal and
interest payments on our debt. If our operations make less money in the future,
we may need to borrow to make these payments. In addition, we finance most of
our acquisitions through borrowings under our bank credit facility which has a
total committed amount of $500 million in term and revolving credit loans. As of
December 31, 1998, we only had approximately $250 million available to borrow
under this credit facility. Since our borrowing capacity under our credit
facility is limited, we may not be able to continue to finance future
acquisitions at our historical rate with borrowings under our credit facility.
We may need to borrow additional amounts or seek other sources of financing to
fund future acquisitions. We cannot guarantee that such additional financing
will be available or available on favorable terms. We also may need the consent
of the banks under our credit facility, or the holders of other indebtedness, to
borrow additional money.
Some of our competitors may have less debt and, therefore, may have more
flexibility to operate their businesses and use their cash flow from operations.
RESTRICTIONS IN DEBT AGREEMENTS REDUCE OPERATING FLEXIBILITY AND CREATE
POTENTIAL FOR DEFAULTS
The terms of our credit facility and the indentures relating to our outstanding
notes restrict, among other things, our ability to:
- - dispose of assets
- - incur or repay debt
- - create liens and
- - make investments.
Under our credit facility we must maintain specified financial ratios and levels
including:
- - cash interest coverage
- - fixed charge coverage
- - senior debt ratios and
- - total debt ratios.
Failure to comply with these tests may cause all amounts outstanding under the
credit facility to become immediately due. If this were to occur, it would
create serious financial problems for us. Our ability to comply with these
restrictions, and any similar restrictions in future agreements, depends on our
operating performance. Because our performance is subject to prevailing
economic, financial and business conditions and other factors that are beyond
our control, we may be unable to comply with these restrictions in the future.
CHANGES IN ECONOMIC AND ADVERTISING TRENDS COULD HURT OUR BUSINESS
We sell advertising space to generate revenues. A decrease in demand for
advertising space could adversely affect our business. General economic
conditions and trends in the advertising industry affect the amount of
advertising space purchased. A reduction in money spent on our displays could
result from:
- - a general decline in economic conditions
- - a decline in economic conditions in particular markets where we conduct
business
- - a reallocation of advertising expenditures to other available media by
significant users of our displays or
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- - a decline in the amount spent on advertising in general.
ELIMINATION OF TOBACCO ADVERTISING WILL REDUCE OUR REVENUES
In November 1998, the U.S. tobacco companies and attorneys general of 8 states
agreed to the terms of a new national tobacco settlement. This new proposed
settlement, unlike the previous proposed settlement which collapsed in June 1998
after Congress failed to enact the required legislation, does not require
federal government approval. A total of forty-six states, the District of
Columbia and five territories have agreed to sign on to this new proposed
settlement. Under its terms, tobacco companies will discontinue all advertising
on billboards and buses in these jurisdictions. The remaining four states have
already reached separate settlements of litigation with the tobacco industry. We
have already removed all of our tobacco billboards and advertising in these four
states in compliance with the settlement deadlines.
When the latest settlement is finalized, we estimate that all of our current
revenues from tobacco advertising will come to an end in April 1999. Our
revenues from tobacco advertising totaled $17.7 million for 1997 and $14.6
million for the year ended December 31, 1998. Management currently estimates
based on available information that approximately $18 to $19 million in tobacco
advertising revenues will be lost in 1999 as a result of this settlement.
When fully implemented, the ban on outdoor advertising of tobacco products
provided in the settlement will decrease our outdoor advertising revenues and
increase our available inventory. An increase in available inventory could cause
us to reduce our rates or limit our ability to raise rates. If we are unable to
replace our revenues from tobacco advertising before the tobacco settlement is
fully implemented, this settlement will have an adverse effect on our results of
operations.
REGULATION OF OUTDOOR ADVERTISING IMPACTS OUR OPERATIONS
Our operations are significantly impacted by federal, state and local government
regulation of the outdoor advertising business.
The federal government conditions federal highway assistance on states imposing
location restrictions on the placement of billboards on primary and interstate
highways. Federal laws also impose size, spacing and other limitations on
billboards. Some states have adopted standards more restrictive than the federal
requirements. Local governments generally control billboards as part of their
zoning regulations. Some local governments have enacted ordinances which require
removal of billboards by a future date. Others prohibit the construction of new
billboards and the reconstruction of significantly damaged billboards, or allow
new construction only to replace existing structures.
Local laws which mandate removal of billboards at a future date often do not
provide for payment to the owner for the loss of structures that are required to
be removed. Certain federal and state laws require payment of compensation in
such circumstances. Local laws that require the removal of a billboard without
compensation have been challenged in state and federal courts with conflicting
results. Accordingly, we may not be successful in negotiating acceptable
arrangements when our displays have been subject to removal under these types of
local laws.
Additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been
introduced in Congress from time to time in the past. Additional regulations or
changes in the current laws regulating and affecting outdoor adverting at the
federal, state or local level may have a material adverse effect on our results
of operations.
CONTINUING TO GROW BY ACQUISITIONS MAY BECOME MORE DIFFICULT AND INVOLVES COSTS
AND UNCERTAINTIES
We have substantially increased our inventory of advertising displays through
acquisitions. Our operating strategy involves making purchases in markets where
we currently compete as well as in new markets. However, the following factors
may affect our ability to continue to pursue this strategy effectively.
- - The outdoor advertising market has been consolidating, and this may adversely
affect our ability to find suitable candidates for purchase.
- - We are also likely to face increased competition from other outdoor
advertising companies for
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<PAGE> 9
the companies or assets we wish to purchase. Increased competition may lead to
higher prices for outdoor advertising companies and assets and decrease those
we are able to purchase.
- - We do not know if we will have sufficient capital resources to make purchases,
obtain any required consents from our lenders, or find acquisition
opportunities with acceptable terms.
- - From January 1, 1997 to December 31, 1998, we completed 64 transactions
involving the purchase of complementary outdoor advertising assets, the most
significant of which was the acquisition on October 1, 1998 of Outdoor
Communications, Inc. for $385 million. We must integrate these acquired assets
and businesses into our existing operations. This process of integration may
result in unforeseen difficulties and could require significant time and
attention from our management that would otherwise be directed at developing
our existing business. Further, we cannot be certain that the benefits and
cost savings that we anticipate from these purchases will develop.
COMPETITION FROM LARGER OUTDOOR ADVERTISERS AND OTHER FORMS OF ADVERTISING COULD
HURT OUR PERFORMANCE
We cannot be sure that in the future we will compete successfully against the
current and future sources of outdoor advertising competition and competition
from other media. The competitive pressure that we face could adversely affect
our profitability or financial performance. We face competition from other
outdoor advertising companies, some of which may be larger and better financed
than we are, as well as from other forms of media, including television, radio,
newspapers and direct mail advertising. We must also compete with an increasing
variety of other out-of-home advertising media that include advertising displays
in shopping centers, malls, airports, stadiums, movie theaters and supermarkets,
and on taxis, trains and buses.
In our logo sign business, we currently face competition for state-awarded
service contracts from two other logo sign providers as well as local companies.
Initially, we compete for state-awarded service contracts as they are
privatized. Because these contracts expire after a limited time, we must compete
to keep our existing contracts each time they are up for renewal.
POTENTIAL LOSSES RESULTING FROM THE FAILURE OF OUR CONTINGENCY PLANS RELATING TO
HURRICANES COULD HURT OUR BUSINESS
Although we have developed contingency plans designed to deal with the threat
posed to our advertising structures by hurricanes, we cannot guarantee that
these plans will work. If these plans fail, significant losses could result.
A significant portion of our structures is located in the Mid-Atlantic and Gulf
Coast regions of the United States. These areas are highly susceptible to
hurricanes during the late summer and early fall. In the past, we have incurred
significant losses due to severe storms. These losses resulted from structural
damage, overtime compensation, loss of billboards that could not be replaced
under applicable laws and reduced occupancy because billboards were out of
service.
We have determined that it is not economical to obtain insurance against losses
from hurricanes and other storms. Instead, we have developed contingency plans
to deal with the threat of hurricanes. For example, we attempt to remove the
advertising faces on billboards at the onset of a storm, when possible, which
permits the structures to better withstand high winds during a storm. We then
replace these advertising faces after the storm has passed. However, these plans
may not be effective in the future and, if they are not, significant losses may
result.
LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL
A growing portion of our revenues and operating income come from our
state-awarded service contracts for logo signs. We cannot predict what remaining
states, if any, will start logo sign programs or convert state-run logo sign
programs to privately operated programs. We compete with many other parties for
new state-awarded service contracts for logo signs. Even when we are awarded
such a contract, the award may be challenged under state contract bidding
requirements. If an award is challenged, we may incur delays and litigation
costs.
Generally, state-awarded logo sign contracts have a term, including renewal
options, of ten to twenty years. States may terminate a contract early, but in
most cases must pay compensation to the logo sign provider for early
termination. Typically, at
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the end of the term of the contract, ownership of the structures is transferred
to the state without compensation to the logo sign provider. Of our current logo
sign contracts, one is due to terminate in September 1999 and two are subject to
renewal, one in May 1999 and another in June 2000. We cannot guarantee that we
will be able to obtain new logo sign contracts or renew our existing contracts.
In addition, after we receive a new state-awarded logo contract, we generally
incur significant start-up costs. We cannot guarantee that we will continue to
have access to the capital necessary to finance those costs.
LOSS OF KEY EXECUTIVES COULD AFFECT OUR OPERATIONS
Our success depends to a significant extent upon the continued services of our
executive officers and other key management and sales personnel. Kevin P.
Reilly, Jr., our Chief Executive Officer, our six regional managers and the
manager of our logo sign business, in particular, are essential to our continued
success. Although we have designed our incentive and compensation programs to
retain key employees, we have no employment contracts with any of our employees
and none of our executive officers have signed non-compete agreements. We do not
maintain key man insurance on our executives. If any of our executive officers
or other key management and sales personnel stopped working with us in the
future, it could have an adverse effect on our business.
CONTROLLING STOCKHOLDER CAN CONTROL VOTE TO EXCLUSION OF PURCHASERS OF CLASS A
COMMON STOCK
Purchasers of the Class A common stock offered under this prospectus will be
minority stockholders. They will have no control over the management or business
practices of the company. Kevin P. Reilly, Jr., our Chief Executive Officer, is
the managing general partner of the Reilly Family Limited Partnership. On the
date of this prospectus, this partnership beneficially owns all of the
outstanding shares of Class B common stock, which shares represent approximately
80.5% total voting power of the Common Stock as of December 31, 1998. As a
result, Mr. Reilly, or his successor as managing general partner, controls the
outcome of matters requiring a stockholder vote. These matters include electing
directors, amending our certificate of incorporation or by-laws, adopting or
preventing certain mergers or other similar transactions, such as a sale of
substantially all of our assets. Mr. Reilly would also decide the outcome of
transactions that could give the holders of our Class A common stock the
opportunity to realize a premium over the then-prevailing market price for their
shares.
Further, subject to contractual restrictions and general fiduciary obligations,
we are not prohibited from engaging in transactions with management or our
principal stockholders or with entities in which members of management or our
principal stockholders have an interest. Our certificate of incorporation does
not provide for cumulative voting in the election of directors and,
consequently, the Reilly Family Limited Partnership can elect all the directors.
CERTAIN ANTI-TAKEOVER PROVISIONS MAY MAKE IT HARDER TO SELL THE COMPANY OR
AFFECT THE MARKET PRICE OF CLASS A COMMON STOCK
Certain provisions of our certificate of incorporation and by-laws may
discourage a third party from offering to purchase the company. These
provisions, therefore, inhibit actions that would result in a change in control
of the company. Some of these actions would otherwise give the holders of the
Class A common stock the opportunity to realize a premium over the
then-prevailing market price of their stock.
These provisions may also adversely affect the market price of the Class A
common stock. For example, under our certificate of incorporation we can issue
"blank check" preferred stock with such designations, rights and preferences as
our board of directors determines from time to time. If it is issued, this type
of preferred stock could be used as a method of discouraging, delaying or
preventing a change in control of the company. In addition, if we issue
preferred stock, it may adversely affect the voting and dividend rights, rights
upon liquidation and other rights of the holders of Class A common stock. We do
not currently intend to issue any shares of this type of preferred stock, but we
retain the right to do so in the future.
Furthermore, we are subject to Section 203 of the Delaware General Corporation
Law, which may discourage takeover attempts. The Reilly Family Limited
Partnership, furthermore, has the voting power to approve or reject any takeover
proposal.
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<PAGE> 11
CHANGES IN OUR STOCK PRICE COULD EXPOSE YOUR INVESTMENT TO LOSS
From time to time, the market price for the Class A common stock may change
dramatically. These changes could occur at any time and could lead to the loss
of a significant amount of your investment.
Our quarterly operating results, changes in earning estimates by analysts,
changes in general conditions in our industry, in the economy, in the financial
markets or other developments that affect us, could cause the market price of
the Class A common stock to fluctuate substantially.
Fluctuations in the market price of the Class A common stock may also occur
because we have some degree of seasonality in our earnings and operating
results. Typically, we experience our strongest financial performance in the
summer and our lowest in the winter. We expect this trend to continue in the
future. Because a significant portion of our expenses is fixed, a decrease in
revenues in any quarter will likely produce a period to period decline in our
operating performance and net earnings.
The stock market has also experienced significant price and volume fluctuations
in recent years. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to operating
performance.
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<PAGE> 12
USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, which may include the repayment,
refinancing, redemption or repurchase of existing indebtedness or capital stock,
working capital, capital expenditures, acquisitions of outdoor advertising
assets and businesses and investments. Additional information on the use of net
proceeds from the sale of securities offered by this prospectus may be set forth
in the prospectus supplement relating to such offering.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our ratio of earnings to combined fixed
charges and preferred stock dividends on a historical basis for the periods
indicated (dollars in thousands):
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEARS ENDED OCTOBER 31, YEAR ENDED SEPTEMBER 30,
-------------------------- DECEMBER 31, -------------
1993 1994 1995 1996 1997 1997 1998
----- ---- ---- ---- ------------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1).......................... 1.0x 1.3x 1.4x 1.8x 1.2x 1.4x 1.3x
Ratio of Earnings to Fixed Charges and
preferred stock Dividends(2)........ 1.0x 1.3x 1.4x 1.8x 1.1x 1.4x 1.3x
Coverage Deficiency................... $ 177 N/A N/A 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 September 30, 1997 and 1998, respectively. The
Class A preferred stock is entitled to a cumulative annual preferential
dividend of $63.80 per share.
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<PAGE> 13
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities offered by this prospectus and any
accompanying prospectus supplement (the "Debt Securities") under an indenture
(the "Indenture") to be entered into by Lamar, the subsidiaries of Lamar, if
any, that may guarantee the payment obligations of Lamar under any series of
Debt Securities (the "Guarantors"), 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, as in effect
on the date of the Indenture. We have filed a copy of the proposed form of
Indenture as an exhibit to the registration statement in which this prospectus
is included. Each Indenture will be subject to and governed by the terms of the
Trust Indenture Act of 1939.
We 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
Lamar and will rank equally with all of our other unsecured indebtedness.
The following statements relating to the Debt Securities and the Indenture
are summaries and do not purport to be complete, and are subject in their
entirety to the detailed provisions of the Indenture.
GENERAL
We may issue the Debt Securities in one or more series with the same or
various maturities, at par, at a premium, or at a discount. We will describe the
particular terms of each series of Debt Securities in a prospectus supplement
relating to such series, which we will file with the SEC. To review the terms of
a series of Debt Securities, you must refer to both the prospectus supplement
for the particular series and to the description of Debt Securities in this
prospectus.
The prospectus supplement will set forth the following terms of the Debt
Securities in respect of which this prospectus is delivered:
(1) the title;
(2) the aggregate principal amount;
(3) the issue price or prices (expressed as a percentage of the aggregate
principal amount thereof);
(4) any limit on the aggregate principal amount;
(5) the date or dates on which principal is payable;
(6) the interest rate or rates (which may be fixed or variable) or, if
applicable, the method used to determine such rate or rates;
(7) the date or dates from which such interest, if any, will be payable and any
regular record date for the interest payable;
(8) the place or places where principal and, if applicable, premium and
interest, is payable;
(9) the terms and conditions upon which Lamar may, or the holders may require
Lamar to, redeem or repurchase the Debt Securities;
(10) the denominations in which such Debt Securities may be issuable, if other
than denominations of $1,000 or any integral multiple thereof;
(11) whether the Debt Securities are to be issuable in the form of certificated
Debt Securities (as described below) or global Debt Securities (as
described below);
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<PAGE> 14
(12) the portion of principal amount that will be payable upon declaration of
acceleration of the maturity date if other than the principal amount of the
Debt Securities;
(13) the currency of denomination;
(14) the designation of the currency, currencies or currency units in which
payment of principal and, if applicable, premium and interest, will be
made;
(15) if payments of principal and, if applicable, premium or interest, on the
Debt Securities are to be made in one or more currencies or currency units
other than the currency of denomination, the manner in which the exchange
rate with respect to such payments will be determined;
(16) if amounts of principal and, if applicable, premium and interest may be
determined (a) by reference to an index based on a currency or currencies
other than the currency of denomination or designation or (b) by reference
to a commodity, commodity index, stock exchange index or financial index,
then the manner in which such amounts will be determined;
(17) the provisions, if any, relating to any security provided for such Debt
Securities;
(18) any addition to or change in the covenants and/or the acceleration
provisions described in this prospectus or in the Indenture;
(19) any Events of Default, if not otherwise described begin under "-- Events of
Default";
(20) the terms and conditions for conversion into or exchange for shares of
Class A common stock or preferred stock;
(21) any other terms, which may modify or delete any provision of the Indenture
insofar as it applies to such series;
(22) any depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents;
(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 Lamar or any Guarantor; and
(24) the form and terms of any guarantee.
We may issue discount Debt Securities that provide for an amount less than
the stated principal amount to be due and payable upon acceleration of the
maturity of such Debt Securities in accordance to the terms of the Indenture
("Discount Securities"). We may also issue Debt Securities in bearer form, with
or without coupons. If we issue Discount Securities or Debt Securities in bearer
form, we will describe United States federal income tax considerations and other
special considerations which apply such Debt Securities in the applicable
prospectus supplement.
We may issue Debt Securities denominated in or payable in a foreign
currency or currencies or a foreign currency unit or units. If we do so, we will
describe 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 in the
applicable prospectus supplement.
EXCHANGE AND/OR CONVERSION RIGHTS
If we issue Debt Securities which may be exchanged for or converted into
shares of Class A common stock or preferred stock, we will describe the term of
exchange or conversion in the prospectus supplement relating to such Debt
Securities.
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<PAGE> 15
TRANSFER AND EXCHANGE
We may issue Debt Securities that will be represented by either:
(1) "book-entry securities," which means that there will be one or more global
securities registered in the name of The Depository Trust Company, as
Depository (the "Depository"), or a nominee of the Depository; or
(2) "certificated securities," which means that they will be represented by a
certificate issued in definitive registered form.
We will specify in the prospectus supplement applicable to a particular
offering whether the Debt Securities offered will be book-entry or certificated
securities. 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
If you hold certificated Debt Securities, you may transfer or exchange such
debt securities at the Trustee's office or at the paying agency in accordance
with the terms of the Indenture. You will not be charged a service charge for
any transfer or exchange of certificated Debt Securities, but may be required to
pay an amount sufficient to cover any tax or other governmental charge payable
in connection with such transfer or exchange.
You may effect the transfer of certificated Debt Securities and of the
right to receive the principal of, premium, and/or interest, if any, on such
certificated Debt Securities only by surrendering the certificate representing
such certificated Debt Securities and having us or the Trustee issue a new
certificate to the new holder.
GLOBAL DEBT SECURITIES AND BOOK ENTRY SYSTEM
The Depository has indicated that it would follow the procedures described
below to book-entry Debt Securities.
Beneficial interests in book-entry Debt Securities may be owned only by
persons that have accounts with the Depository for the related global Debt
Security ("participants") or persons that hold interests through participants.
Upon the issuance of a global Debt Security, the Depository will credit, on its
book-entry registration and transfer system, each participants' account with the
principal amount of the book-entry Debt Securities represented by such Global
Debt Security that is beneficially owned by such participant. The accounts to be
credited will 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 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 described 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 of such securities under the Indenture.
Accordingly, each person who beneficially owns book-entry Debt Securities and
desires to exercise its rights as a holder under the Indenture, must rely on the
procedures of
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<PAGE> 16
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 such rights.
We understand, 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. Lamar and its
agents, and the Guarantors, if any, the Trustee, and any of their 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 under the Indenture.
Payments of principal and, if applicable, premium 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. Lamar
and its agents, and the Guarantors, if any, the Trustee, and any of their agents
will not 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.
We expect 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 amounts of book-entry Debt Securities held by each such participant as
shown on the records of the Depository. We also expect 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." Such payments 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 Securities
Exchange Act of 1934, we will appoint a successor Depository. If we do not
appoint a successor Depository registered as a clearing agency under the
Securities Exchange Act of 1934 within 90 days, we will issue certificated Debt
Securities in exchange for each global Debt Security. In addition, we may at any
time and in our 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 (see "Events of Default" below) 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. We expect that such instructions will be based upon
directions received by the Depository from participants.
We obtained the information in this section concerning the Depository and
the Depository's book-entry system from sources we believe to be reliable, but
we do not take any responsibility for the accuracy of such information.
NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL
The Indenture does not have any covenants or other provisions 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. If we
offer any such covenants or provisions with respect to any Debt Securities in
the future, we will describe them in the applicable prospectus supplement.
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 our business or operations, the pledging of our
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<PAGE> 17
assets or the incurrence by us of indebtedness. We will describe in the
applicable prospectus supplement any material covenants in respect of a series
of Debt Securities.
With respect to any series of senior subordinated Debt Securities, we will
agree not to issue debt which is, expressly by its terms, subordinated in right
of payment to any other debt of Lamar and which is not ranked on a parity with,
or subordinate and junior in right of payment to, the senior subordinated Debt
Securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge with or into, or sell, convey, assign,
transfer or lease all or substantially all of our properties and assets, and we
may not permit any of our significant subsidiaries to engage in a transaction
which would result in such a sale, conveyance, assignment, transfer or lease
unless:
(1) we are the surviving corporation or, if we are not the surviving
corporation, the successor person is (a) a corporation, partnership, trust
or other entity organized and validly existing under the laws of the United
States, any state or the District of Columbia and (b) expressly assumes our
obligations under the Debt Securities and under the Indenture and, (c) in
either case, the Indenture remains in full force and effect; and
(2) immediately before and after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, has occurred and is continuing under the
Indenture.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, the
following events will be Events of Default under the Indenture with respect to
Debt Securities of any series:
(1) we fail to pay any principal of, or premium, if any, when it becomes due;
(2) we fail to pay any interest within 30 days after it becomes due;
(3) we fail to observe or perform 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
outstanding Debt Securities of that series;
(4) we are in default under one or more agreements, instruments, mortgages,
bonds, debentures or other evidences of indebtedness under which we or any
significant subsidiaries then has more than $10 million in outstanding
indebtedness, 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) any final judgment or judgments which can no longer be appealed for the
payment of more than $10 million in money (not covered by insurance) is
rendered against us or any of our significant subsidiaries and has not been
discharged for any period of 60 consecutive days during which a stay of
enforcement is not in effect; and
(6) certain events occur involving bankruptcy, insolvency or reorganization of
Lamar or any of our significant subsidiaries.
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 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.
If an Event of Default (other than an Event of Default resulting from
certain events of bankruptcy, insolvency or reorganization) occurs, and is
continuing, then the Trustee or the holders of not less than 25% in aggregate
principal amount of the outstanding Debt Securities of any series may accelerate
the maturity of such Debt Securities. If this happens, the entire principal
amount of all the outstanding Debt
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<PAGE> 18
Securities of such series plus accrued interest to the date of acceleration will
be immediately due and payable. At any time 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 outstanding Debt
Securities of such series may rescind and annul such acceleration if (1) all
Events of Default (other than nonpayment of accelerated principal, premium or
interest) have been cured or waived, (2) all overdue interest and overdue
principal has been paid and (3) such rescission would not conflict with any
judgment or decree. In addition, if such acceleration occurs at any time when
the Senior Credit Facility is in full force and effect, the Debt Securities of
such series shall not become payable until the earlier to occur of (1) 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 (2) the acceleration of any indebtedness under the Senior Credit Facility.
If an Event of Default resulting from certain events of bankruptcy,
insolvency or reorganization occurs, 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 outstanding Debt
Securities of a series 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 under the
Indenture, unless:
(1) such holder gives to the Trustee written notice of a continuing Event of
Default;
(2) the holders of at least 25% in aggregate principal amount of the outstanding
Debt Securities of such series make a written request and offer reasonable
indemnity to the Trustee to institute such proceeding as a trustee;
(3) the Trustee fails to institute such proceeding within 60 days of such
request; and
(4) the holders of a majority in aggregate principal amount of the outstanding
Debt Securities of such series do not give the Trustee a direction
inconsistent with such request during such 60-day period.
However, such limitations do not apply to a suit instituted for payment on Debt
Securities of any series on or after the due dates expressed in such Debt
Securities.
MODIFICATION AND WAIVER
From time to time, we 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:
(1) to provide that the surviving entity following a change of control of Lamar
permitted under the Indenture shall assume all of our obligations under the
Indenture and Debt Securities;
(2) to provide for uncertificated Debt Securities in addition to certificated
Debt Securities;
(3) to comply with any requirements of the SEC under the Trust Indenture Act of
1939;
(4) to cure any ambiguity, defect or inconsistency, or make any other change
that does not adversely affect the rights of any holder;
(5) to issue and establish the form and terms and conditions; and
(6) to appoint a successor Trustee under the Indenture with respect to one or
more series.
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<PAGE> 19
From time to time we and the Trustee may, with the consent of holders of at
least a majority in principal amount of the outstanding Debt Securities of a
series, but without the consent of each holder affected by such action, modify
or supplement the Indenture or the Debt Securities of one or more series in
order to:
(1) reduce the amount of Debt Securities whose holders must consent to an
amendment, supplement, or waiver to the Indenture or such Debt Security;
(2) reduce the rate of or change the time for payment of interest;
(3) reduce the principal of or premium on or change the stated maturity;
(4) make any Debt Security payable in money other than that stated in the Debt
Security;
(5) change the amount or time of any payment required or reduce the premium
payable upon any redemption, or change the time before which no such
redemption may be made;
(6) waive a default on the payment of the principal of, interest on, or
redemption payment;
(7) take any other action otherwise prohibited by the Indenture to be taken
without the consent of each holder by affected such action.
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
The Indenture permits us, at any time, to elect to discharge our
obligations with respect to one or more series of Debt Securities by following
certain procedures described in the Indenture. These procedures will allow us
either:
(1) to defease and be discharged from any and all of our obligations with
respect to any Debt Securities except for the following obligations (which
discharge is referred to as "legal defeasance"):
(a)to register the transfer or exchange of such Debt Securities;
(b)to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities;
(c)to compensate and indemnify the Trustee; or
(d)to maintain an office or agency in respect of the Debt Securities and to
hold monies for payment in trust; or
(2) to be released from our obligations with respect to the Debt Securities
under certain covenants contained in the Indenture, as well as any
additional covenants which may be contained in the applicable prospectus
supplement (which release is referred to as "covenant defeasance").
In order to exercise either defeasance option, we must deposit with the
Trustee or other qualifying trustee, in trust for such purpose:
(1) money;
(2) U.S. Government Obligations (as described below) or Foreign Government
Obligations (as described below) which through the scheduled payment of
principal and interest in accordance with their terms will provide money; or
(3) a combination of money and/or U.S. Government Obligations and/or Foreign
Government Obligations sufficient in the written opinion of a
nationally-recognized firm of independent accountants to provide money;
which in each case specified in clauses (1) through (3) above, provides a
sufficient amount to pay the principal of, premium, if any, and interest, if
any, on the Debt Securities of a series, on the scheduled due dates or on a
selected date of redemption in accordance with the terms of the Indenture.
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<PAGE> 20
In addition, defeasance may be effected only if, among other things:
(1) in the case of either legal or covenant defeasance, we deliver to the
Trustee an opinion of counsel, as specified in the Indenture, stating that
as a result of such defeasance neither the trust nor the Trustee will be
required to register as an investment company under the Investment Company
Act of 1940;
(2) in the case of legal defeasance, we deliver to the Trustee an opinion of
counsel stating that we have received from, or there has been published by,
the Internal Revenue Service a ruling to the effect that, or 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 outstanding Debt Securities
will not recognize income, gain or loss for United States federal income tax
purposes solely as a result of such legal defeasance and will be subject to
United States 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 defeasance had not occurred;
(3) in the case of covenant defeasance, we deliver to the Trustee an opinion of
counsel to the effect that the holders of the outstanding Debt Securities
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such covenant defeasance and will be subject to
United States 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; and
(4) certain other conditions described in the Indenture are satisfied.
If we fail to comply with our remaining obligations under the Indenture and
applicable supplemental indenture after a covenant defeasance of the Indenture
and applicable supplemental indenture, and the Debt Securities are declared due
and payable because of the occurrence of any undefeased Event of Default, the
amount of money and/or U.S. Government Obligations and/or Foreign Government
Obligations on deposit with the Trustee could be insufficient to pay amounts due
under the Debt Securities of such series at the time of acceleration. We will,
however, remain liable in respect of such payments.
The term "U.S. Government Obligations" as used in the above discussion
means securities which are direct 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.
The term "Foreign Government Obligations" as used in the above discussion
means, with respect to Debt Securities of any series that are denominated in a
currency other than U.S. dollars (1) 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 (2) obligations of a person controlled
or supervised by or acting as an agent 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 (1) or (2),
are not callable or redeemable at the option of the issuer.
GUARANTEES
One or more Guarantors may guarantee our payment obligation under any
series of Debt Securities. The terms of any such guarantee will be set forth in
the applicable prospectus supplement.
REGARDING THE TRUSTEE
We will identify the Trustee with respect to any series of Debt Securities
in the prospectus supplement relating to such Debt Securities. You should note
that if the Trustee becomes a creditor of the Company, the Indenture and the
Trust Indenture Act of 1939 limit the rights of the Trustee 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 us and our affiliates. If, however, the Trustee, acquires any "conflicting
interest" within the meaning of the Trust Indenture Act of 1939, it must
eliminate such conflict or resign.
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The holders of a majority in principal amount of the then outstanding Debt
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee. If an Event of
Default occurs and is continuing, the Trustee, in the exercise of its rights and
powers, must 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, unless they have offered
to the Trustee reasonable indemnity or security.
DESCRIPTION OF PREFERRED STOCK
Lamar currently has authorized 1,000,000 shares of undesignated preferred
stock, none of which were issued and outstanding as of the date of this
prospectus. Under Delaware law and our Certificate of Incorporation, we may
issue shares of undesignated preferred stock 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.
Subject to limitations prescribed by Delaware law and our Certificate of
Incorporation and By-Laws, the Board of Directors can fix the number of shares
constituting each class or series of preferred stock and the designations,
powers, preferences and other rights of such series as well as the
qualifications, limitations or restrictions on such powers, preferences and
rights. These may include 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.
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.
If we offer a specific class or series of preferred stock under this
prospectus, we will describe the terms of such preferred stock in the prospectus
supplement for such offering and will file a copy of the certificate of
designation establishing such terms with the SEC. This description will include:
(1) the title and stated value;
(2) the number of shares offered, the liquidation preference per share and the
purchase price;
(3) the dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation for such dividends;
(4) whether dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate;
(5) the procedures for any auction and remarketing, if any;
(6) the provisions for a sinking fund, if any;
(7) the provisions for redemption, if applicable;
(8) any listing of such preferred stock on any securities exchange or market;
(9) whether such preferred stock will be convertible into Lamar Class A common
stock, and, if applicable, the conversion price (or how it will be
calculated) and conversion period;
(10) whether such preferred stock will be exchangeable into Debt Securities,
and, if applicable, the exchange price (or how it will be calculated) and
exchange period;
(11) voting rights, if any, of such preferred stock;
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<PAGE> 22
(12) whether interests in such preferred stock will be represented by depositary
shares;
(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
Lamar; and
(16) any other specific terms, preferences, rights, limitations or restrictions
of such preferred stock.
The preferred stock offered by this prospectus will, when issued, be fully
paid and nonassessable and will not have, or be subject to, any preemptive or
similar rights.
Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of Lamar, rank as follows:
(1) senior to all classes or series of Lamar Class A common stock, and to all
equity securities issued by Lamar the terms of which specifically provide
that such equity securities rank junior to such preferred stock with respect
to such rights;
(2) on a parity with all equity securities issued by Lamar that do not rank
senior or junior to the preferred stock with respect to such rights; and
(3) junior to all equity securities issued by Lamar 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 Lamar (including any entity with
which Lamar may be merged or consolidated or to which all or substantially
all the assets of Lamar may be transferred or which transfers all or
substantially all of the assets of Lamar).
As used for these purposes, the term "equity securities" does not include
convertible debt securities.
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DESCRIPTION OF LAMAR CLASS A COMMON STOCK
GENERAL
Lamar's authorized common stock consists of 75,000,000 shares of Class A
common stock and 37,500,000 shares of Class B Common Stock. At January 1, 1999,
there were 43,392,876 shares of Class A common stock and 17,700,000 shares of
Class B common stock issued and outstanding.
VOTING RIGHTS; CONVERSION OF CLASS B COMMON STOCK
The Class A common stock and Class B common stock have the same rights and
powers, except that a share of Class A common stock entitles the holder to one
vote and a share of Class B common stock entitles the holder to ten votes.
Except as required by Delaware law, the holders of Class A common stock and
Class B common stock vote together as a single class. Each share of Class B
common stock is convertible at the option of its holder into one share of Class
A common stock at any time. In addition, each share of Class B common stock
converts automatically into one share of Class A common stock upon the sale or
other transfer of such share of Class B common stock to a person who, or entity
which, is not a Permitted Transferee. "Permitted Transferees" include (1) Kevin
P. Reilly, Sr.; (2) a descendant of Kevin P. Reilly, Sr.; (3) a spouse or
surviving spouse (even if remarried) of any individual named or described in (1)
or (2) above; (4) 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 (1), (2) and (3) above; and (5) 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 (1), (2), (3) and (4) above.
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.
Our Certificate of Incorporation, however, allows for amendments to increase or
decrease the number of authorized shares of Class A common stock or Class B
common stock without a separate vote of either class.
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 Lamar,
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. We 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 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 common stock.
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DESCRIPTION OF WARRANTS
GENERAL
We may issue warrants to purchase Debt Securities (the "Debt Warrants"),
preferred stock (the "Preferred Stock Warrants") or Class A common stock (the
"Class A Common Stock Warrants" and, collectively with the Debt Warrants and the
Preferred Stock Warrants, the "Warrants"). Warrants may be issued independently
or together with any other securities offered by this prospectus and may be
attached to or separate from such other securities. If Warrants are issued, they
will be issued under warrant agreements to be entered into between Lamar and a
bank or trust company, as warrant agent (the "Warrant Agent"), all of which will
be described in the prospectus supplement relating to the Warrants being
offered.
DEBT WARRANTS
We will describe the terms of Debt Warrants offered the applicable
prospectus supplement, the Warrant Agreement relating to such Debt Warrants and
the Debt Warrant certificates representing such Debt Warrants, including the
following:
(1) the title;
(2) the aggregate number offered;
(3) their issue price or prices;
(4) the designation, aggregate principal amount and terms of the Debt
Securities purchasable upon exercise, and the procedures and conditions
relating to exercise;
(5) the designation and terms of any related Debt Securities 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, and the
price at which such principal amount of Debt Securities may be purchased
upon such exercise;
(8) the commencement and expiration dates of the right to exercise;
(9) the maximum or minimum number which may be exercised at any time;
(10) a discussion of the material United States federal income tax
considerations applicable to exercise; and
(11) any other terms, procedures and limitations relating to exercise.
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. Before exercising their Debt Warrants,
holders 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 Common Stock Warrants offered under this
prospectus:
(1) the title;
(2) the securities issuable upon exercise;
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(3) the issue price or prices;
(4) the number of such Warrants issued with each share of preferred stock or
Class A common stock;
(5) any provisions for adjustment of (a) the number or amount of shares of
preferred stock or Class A common stock receivable upon exercise of such
Warrants or (b) the exercise price;
(6) if applicable, the date on and after which such Warrants and the related
preferred stock or Class A common 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, including terms, procedures and limitations relating to
exchange and exercise;
(9) the commencement and expiration dates of the right to exercise; and
(10) the maximum or minimum number which may be exercised at any time.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase for cash such principal
amount of Debt Securities or shares of preferred stock or Class A common stock
at the applicable exercise price set forth in, or determined as described in,
the applicable prospectus supplement. Warrants may be exercised at any time up
to the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised Warrants will become void.
Warrants may be exercised by delivering to the corporation trust office of
the Warrant Agent or any other officer indicated in the applicable prospectus
supplement (a) the Warrant certificate properly completed and duly executed and
(b) payment of the amount due upon exercise. As soon as practicable following
such exercise, we will forward the Debt Securities or shares of preferred stock
or Class A common stock purchasable upon such exercise. If less than all of the
Warrants represented by a Warrant certificate are exercised, a new Warrant
certificate will be issued for the remaining Warrants.
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PLAN OF DISTRIBUTION
We may sell the securities being offered by us in this prospectus:
(1) directly to purchasers;
(2) through agents;
(3) through dealers;
(4) through underwriters; or
(5) through a combination of any of these methods of sale.
We and our agents and underwriters may sell the securities being offered by
us in this prospectus from time to time in one or more transactions:
(1) at a fixed price or prices, which may be changed;
(2) at market prices prevailing at the time of sale;
(3) at prices related to such prevailing market prices; or
(4) at negotiated prices.
We may solicit directly offers to purchase securities. We may also
designate agents from time to time to solicit offers to purchase securities. Any
such agent, who may be deemed to be an "underwriter" as that term is defined in
the Securities Act of 1933, may then resell such securities to the public at
varying prices to be determined by such agent at the time of resale.
If we use underwriters to sell securities, we will enter into an
underwriting agreement with such underwriters at the time of the sale to them.
The names of the underwriters will be set forth in the prospectus supplement
which will be used by them together with this prospectus to make resales of the
securities to the public. In connection with the sale of the securities offered,
such underwriters may be deemed to have received compensation from us in the
form of underwriting discounts or commissions. Underwriters may also receive
commissions from purchasers of such securities.
Underwriters may also use dealers to sell securities. If this happens, 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 us to underwriters in connection with
the offering of the securities offered in this prospectus, 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 us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which they may be required to
make in respect of such liabilities. Underwriters and agents may engage in
transactions with, or perform services for, us in the ordinary course of
business.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters, dealers, or other persons to solicit offers by certain
institutions to purchase the securities offered by us under this prospectus
pursuant to contracts providing for payment and delivery on a future date or
dates. The obligations of any purchaser under any such contract will be subject
only to those conditions described in the applicable prospectus supplement, and
such prospectus supplement will set forth the price to be paid for securities
pursuant to such contracts and the commissions payable for solicitation of such
contracts.
Any underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids in accordance with Regulation M of
the Securities Exchange Act of 1934. Over-allotment involves sales in excess of
the offering size, which creates a short position. Stabilizing transactions
involve
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bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. Syndicate short covering transactions involve
purchases of securities in the open market after the distribution has been
completed in order to cover syndicate short positions. Penalty bids permit the
underwriters to reclaim selling concessions from dealers when the securities
originally sold by such dealers are purchased in covering transactions to cover
syndicate short positions. These transactions may cause the price of the
securities sold in an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters at any time.
Each series of securities offered under this prospectus will be a new issue
with no established trading market, other than the Class A common stock which is
listed on the Nasdaq National Market. Any shares of common stock sold pursuant
to a prospectus supplement will be listed on the Nasdaq National Market, subject
to official notice of issuance. Any underwriters to whom we sell securities for
public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We may elect to list any of the securities we
may offer from time to time for trading on an exchange or on the Nasdaq National
Market, but we are not obligated to do so.
The anticipated date of delivery of the securities offered hereby will be
set forth in the applicable prospectus supplement relating to each offering.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar, will give
Lamar an opinion on the validity of the securities offered by this prospectus
and any accompanying prospectus supplement.
EXPERTS
The consolidated financial statements and schedule 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 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 Outdoor Communications, Inc. and
subsidiaries as of June 30, 1998 and 1997 and the related statements of
operations, stockholders' deficit and cash flows of Outdoor Communications, Inc.
for the years ended June 30, 1998 and 1997, and the period from April 4, 1996
through June 30, 1996, the consolidated statements of operations, stockholders'
deficit and cash flows of OCI Corp. of Michigan and subsidiaries (predecessor to
Outdoor Communications, Inc.) for the period from August 1, 1995 through April
3, 1996, and the consolidated statements of operations, stockholders' deficit
and cash flows of Mass Communications Corp. and subsidiary (predecessor to
Outdoor Communications, Inc.) for the period from September 1, 1995 through
April 3, 1996, all of which have been incorporated by reference in this
prospectus and in the Registration Statement, have been incorporated by
reference in this prospectus and in the Registration Statement in reliance upon
the reports of KPMG LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of such firm as experts in
accounting and auditing.
The 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 & Associates, independent certified public
accountants, incorporated by reference herein and upon the authority of said
firm as experts in accounting and auditing.
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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 PricewaterhouseCoopers LLP (Coopers &
Lybrand L.L.P. prior to its July 1, 1998 merger with Price Waterhouse LLP),
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Where You Can Find More Information......................... 2
Lamar Advertising Company................................... 3
Note Regarding Forward-looking Statements................... 3
Risk Factors................................................ 4
Use of Proceeds............................................. 9
Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends................................................. 9
Description of Debt Securities.............................. 10
Description of Preferred Stock.............................. 18
Description of Lamar Class A Common Stock................... 20
Description of Warrants..................................... 21
Plan of Distribution........................................ 23
Legal Matters............................................... 24
Experts..................................................... 24
</TABLE>
<PAGE> 30
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 Lamar in
connection with the issuance and distribution of the offered securities offered
by this prospectus.
<TABLE>
<S> <C>
SEC registration fee........................................ $139,000
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............................................. $841,500
========
</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 judgment 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.
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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.
ITEM 16. EXHIBITS
See Exhibit Index immediately following signature pages.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
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<PAGE> 32
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 hereof, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(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.
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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 February 5, 1999.
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 Lamar Advertising Company,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
/s/ JACK S. ROME, JR. Director February 5, 1999
- -----------------------------------------------------
Jack S. Rome, Jr.
Director February , 1999
- -----------------------------------------------------
William R. Schmidt
/s/ T. EVERETT STEWART, JR. Director February 5, 1999
- -----------------------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-4
<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 February 5, 1999.
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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
/s/ T. EVERETT STEWART, JR. Director February 5, 1999
- -----------------------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-5
<PAGE> 35
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 February 5, 1999.
LAMAR AIR, LLC
By: THE LAMAR CORPORATION,
its Manager
/s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-6
<PAGE> 36
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 February 5, 1999.
TLC PROPERTIES, L.L.C.
By: TLC PROPERTIES, INC.,
its Manager
/s/ SEAN E. REILLY
------------------------------------
Sean E. Reilly
President and Chief Executive
Officer
II-7
<PAGE> 37
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 February 5, 1999.
LAMAR TEXAS LIMITED PARTNERSHIP
By: LAMAR TEXAS GENERAL PARTNER,
INC.,
its General Partner
/s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-8
<PAGE> 38
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 February 5, 1999.
MINNESOTA LOGOS, A PARTNERSHIP
By: MINNESOTA LOGOS, INC.,
its General Partner
/s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-9
<PAGE> 39
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 February 5, 1999.
LAMAR TENNESSEE LIMITED PARTNERSHIP
By: THE LAMAR CORPORATION,
its General Partner
/s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-10
<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 February 5, 1999.
GEORGIA LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-11
<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 February 5, 1999.
INTERSTATE LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-12
<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 February 5, 1999.
FLORIDA LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-13
<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 February 5, 1999.
KANSAS LOGOS INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-14
<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 February 5, 1999.
KENTUCKY LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-15
<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 February 5, 1999.
MICHIGAN LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-16
<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 February 5, 1999.
MINNESOTA LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-17
<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 February 5, 1999.
MISSISSIPPI LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-18
<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 February 5, 1999.
MISSOURI LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-19
<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 February 5, 1999.
NEBRASKA LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-20
<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 February 5, 1999.
NEVADA LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-21
<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 February 5, 1999.
NEW JERSEY LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-22
<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 February 5, 1999.
OHIO LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-23
<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 February 5, 1999.
OKLAHOMA LOGO SIGNS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-24
<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 February 5, 1999.
SOUTH CAROLINA LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-25
<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 February 5, 1999.
TENNESSEE LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-26
<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 February 5, 1999.
TEXAS LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-27
<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 February 5, 1999.
UTAH LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-28
<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 February 5, 1999.
VIRGINIA LOGOS, INC.
By: /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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ T. EVERETT STEWART, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-29
<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 February 5, 1999.
LAMAR ADVERTISING OF COLORADO
SPRINGS, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of Colorado
Springs, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-30
<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 February 5, 1999.
LAMAR ADVERTISING OF HUNTINGTON-
BRIDGEPORT, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Huntington-Bridgeport, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-31
<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 February 5, 1999.
LAMAR ADVERTISING OF JACKSON, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of Jackson,
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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-32
<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 February 5, 1999.
LAMAR ADVERTISING OF MICHIGAN, INC.
By: /s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Michigan, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-33
<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 February 5, 1999.
LAMAR ADVERTISING OF MISSOURI, INC.
By: /s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Missouri, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-34
<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 February 5, 1999.
LAMAR ADVERTISING OF MOBILE, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
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, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacities, to sign any amendments to this Registration
Statement on Form S-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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-35
<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 February 5, 1999.
LAMAR ADVERTISING OF PENN, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of Penn,
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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-36
<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 February 5, 1999.
LAMAR ADVERTISING OF SOUTH
GEORGIA, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of South
Georgia, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-37
<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 February 5, 1999.
LAMAR ADVERTISING OF SOUTH
MISSISSIPPI, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of South
Mississippi, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-38
<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 February 5, 1999.
LAMAR ADVERTISING OF
YOUNGSTOWN, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Youngstown, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-39
<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 February 5, 1999.
LAMAR PENSACOLA TRANSIT, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Pensacola Transit,
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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-40
<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 February 5, 1999.
LAMAR TENNESSEE LIMITED PARTNER, INC.
By: /s/ KEVIN P. REILLY, JR.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Tennessee Limited
Partner, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-41
<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 February 5, 1999.
LAMAR TEXAS GENERAL PARTNER, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Texas General Partner,
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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-42
<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 February 5, 1999.
LAMAR ELECTRICAL, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Electrical, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-43
<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 February 5, 1999.
TLC PROPERTIES, INC.
By: /s/ SEAN E. REILLY
----------------------------------
Sean E. Reilly
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, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacities, to sign any amendments to this Registration Statement on
Form S-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
--------- ----- ----
<C> <S> <C>
/s/ SEAN E. REILLY Principal Executive Officer February 5, 1999
- -----------------------------------------------------
Sean E. Reilly
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-44
<PAGE> 74
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 February 5, 1999.
TLC PROPERTIES II, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TLC Properties II, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-45
<PAGE> 75
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 February 5, 1999.
CANADIAN TODS LIMITED
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Canadian Tods Limited, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
/s/ T. EVERETT STEWART, JR. Director February 5, 1999
- -----------------------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-46
<PAGE> 76
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 February 5, 1999.
LAMAR ADVERTISING OF SOUTH
DAKOTA, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of South
Dakota, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-47
<PAGE> 77
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 February 5, 1999.
LAMAR OCI SOUTH CORPORATION
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar OCI South 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-48
<PAGE> 78
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 February 5, 1999.
LAMAR OCI NORTH CORPORATION
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar OCI North 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-49
<PAGE> 79
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 February 5, 1999.
LAMAR ADVERTISING OF GREENVILLE, INC.
By: /s/ KEVIN P. REILLY, JR.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Greenville, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-50
<PAGE> 80
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 February 5, 1999.
LAMAR ADVERTISING OF WEST
VIRGINIA, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of West
Virginia, 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-51
<PAGE> 81
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 February 5, 1999.
LAMAR ADVERTISING OF ASHLAND, INC.
By: /s/ KEVIN P. REILLY, JR.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of Ashland,
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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-52
<PAGE> 82
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 February 5, 1999.
AMERICAN SIGNS, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of American 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 capacities, 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
--------- ----- ----
<C> <S> <C>
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
</TABLE>
II-53
<PAGE> 83
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1* -- Forms of Underwriting Agreement.
3.1(a) -- Amended and Restated Certificate of Incorporation of
Lamar Advertising Company, as amended.
3.2* -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Lamar Advertising
Company.
3.3(b) -- By-Laws of Lamar Advertising Company, as amended.
4.1+ -- Form of Indenture.
4.2(c) -- Specimen certificate for shares of the Class A common
stock of Lamar Advertising 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 LLP, independent auditors of Lamar
Advertising Company.
23.4+ -- Consent of Philip R. Friedman and Associates, independent
accountants of Penn Advertising, Inc.
23.5+ -- Consent of PricewaterhouseCoopers LLP, 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.
+ Filed herewith.
(a) Amended and Restated Certificate of Incorporation previously filed as
Exhibit 3.1 to Lamar's Registration Statement on Form S-1 (File No.
333-05479), and incorporated herein by reference. Certificate of Amendment
to Lamar's Amended and Restated Certificate of Incorporation previously
filed as Exhibit 3.2 to Lamar's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 1-12407), and incorporated herein by
reference.
(b) Previously filed as Exhibit 3.2 to Lamar's Registration Statement on Form
S-1 (File No. 333-05479), and incorporated herein by reference.
(c) Previously filed as Exhibit 4.1 to Lamar'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 ___________________, ____
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE.......................................... 1
1.1 Definitions............................................................................ 1
1.2 Other Definitions...................................................................... 5
1.3 Incorporation by Reference of Trust Indenture Act...................................... 5
1.4 Rules of Construction.................................................................. 6
ARTICLE 2 THE SECURITIES...................................................................... 6
2.1 Issuable in Series..................................................................... 6
2.2 Establishment of Terms of Series of Securities......................................... 6
2.3 Execution and Authentication........................................................... 9
2.4 Registrar and Paying Agent............................................................. 10
2.5 Paying Agent To Hold Assets in Trust................................................... 11
2.6 Securityholder Lists................................................................... 11
2.7 Transfer and Exchange.................................................................. 11
2.8 Replacement Securities................................................................. 12
2.9 Outstanding Securities................................................................. 13
2.10 Treasury Securities.................................................................... 13
2.11 Temporary Securities................................................................... 13
2.12 Cancellation........................................................................... 13
2.13 Defaulted Interest..................................................................... 14
2.14 CUSIP Number........................................................................... 14
2.15 Provisions for Global Securities....................................................... 14
ARTICLE 3 REDEMPTION.......................................................................... 15
3.1 Notices to Trustee..................................................................... 15
3.2 Selection by Trustee of Securities To Be Redeemed...................................... 16
3.3 Notice of Redemption................................................................... 16
3.4 Effect of Notice of Redemption......................................................... 17
3.5 Deposit of Redemption Price............................................................ 17
3.6 Securities Redeemed in Part............................................................ 18
ARTICLE 4 COVENANTS........................................................................... 18
4.1 Payment of Securities.................................................................. 18
</TABLE>
-i-
<PAGE> 3
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
4.2 SEC Reports............................................................................ 18
4.3 Waiver of Stay, Extension or Usury Laws................................................ 18
4.4 Compliance Certificate................................................................. 19
4.5 Payment of Taxes and Other Claims...................................................... 19
4.6 Corporate Existence.................................................................... 19
ARTICLE 5 SUCCESSOR CORPORATION............................................................... 20
5.1 Limitation on Consolidation, Merger and Sale of Assets................................. 20
5.2 Successor Person Substituted........................................................... 20
ARTICLE 6 DEFAULTS AND REMEDIES............................................................... 21
6.1 Events of Default....................................................................... 21
6.2 Acceleration............................................................................ 22
6.3 Remedies................................................................................ 23
6.4 Waiver of Past Defaults and Events of Default........................................... 23
6.5 Control by Majority..................................................................... 23
6.6 Limitation on Suits..................................................................... 24
6.7 Rights of Holders To Receive Payment.................................................... 24
6.8 Collection Suit by Trustee.............................................................. 24
6.9 Trustee May File Proofs of Claim........................................................ 25
6.10 Priorities.............................................................................. 25
6.11 Undertaking for Costs................................................................... 26
ARTICLE 7 TRUSTEE.............................................................................. 26
7.1 Duties of Trustee....................................................................... 26
7.2 Rights of Trustee....................................................................... 27
7.3 Individual Rights of Trustee............................................................ 28
7.4 Trustee's Disclaimer.................................................................... 28
7.5 Notice of Default....................................................................... 28
7.6 Reports by Trustee to Holders........................................................... 28
7.7 Compensation and Indemnity.............................................................. 29
7.8 Replacement of Trustee.................................................................. 29
7.9 Successor Trustee by Consolidation, Merger or Conversion................................ 30
</TABLE>
-ii-
<PAGE> 4
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
7.10 Eligibility; Disqualification........................................................... 30
7.11 Preferential Collection of Claims Against Company....................................... 31
7.12 Paying Agents........................................................................... 31
ARTICLE 8 AMENDMENTS, SUPPLEMENTS AND WAIVERS.................................................. 31
8.1 Without Consent of Holders.............................................................. 31
8.2 Without Consent of Holders.............................................................. 32
8.3 Compliance with Trust Indenture Act..................................................... 33
8.4 Revocation and Effect of Consents....................................................... 33
8.5 Notation on or Exchange of Securities................................................... 34
8.6 Trustee to Sign Amendments, Etc......................................................... 34
ARTICLE 9 DISCHARGE OF INDENTURE; DEFEASANCE................................................... 34
9.1 Discharge of Indenture.................................................................. 34
9.2 Legal Defeasance........................................................................ 35
9.3 Covenant Defeasance..................................................................... 35
9.4 Conditions to Legal Defeasance or Covenant Defeasance................................... 35
9.5 Deposited Money and U.S. and Foreign Government Obligations to be
Held in Trust; Other Miscellaneous Provisions........................................... 37
9.6 Reinstatement........................................................................... 38
9.7 Moneys Held by Paying Agent............................................................. 38
9.8 Moneys Held by Trustee.................................................................. 38
ARTICLE 10 MISCELLANEOUS........................................................................ 39
10.1 Trust Indenture Act Controls............................................................ 39
10.2 Notices................................................................................. 39
10.3 Communications by Holders with Other Holders............................................ 40
10.4 Certificate and Opinion as to Conditions Precedent...................................... 40
10.5 Statement Required in Certificate and Opinion........................................... 40
10.6 When Treasury Securities Disregarded.................................................... 41
10.7 Rules by Trustee and Agents............................................................. 41
10.8 Business Days; Legal Holidays........................................................... 41
10.9 Governing Law........................................................................... 41
</TABLE>
-iii-
<PAGE> 5
TABLE OF CONTENTS
(CONTINUED)
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
10.10 No Adverse Interpretation of Other Agreements.......................................... 42
10.11 No Recourse Against Others............................................................. 42
10.12 Successors............................................................................. 42
10.13 Multiple Counterparts.................................................................. 42
10.14 Table of Contents, Headings, etc....................................................... 42
10.15 Separability........................................................................... 42
10.16 Securities in a Foreign Currency or in ECU............................................. 42
10.17 Judgment Currency...................................................................... 43
</TABLE>
-iv-
<PAGE> 6
CROSS-REFERENCE TABLE
<TABLE>
<CAPTION>
TIA SECTION INDENTURE 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; 10.2
(d) 7.6
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
</TABLE>
-v-
<PAGE> 7
<TABLE>
<S> <C>
(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.
-vi-
<PAGE> 8
INDENTURE, dated as of ______________, ____, 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
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> 9
"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> 10
"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).
"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.
3
<PAGE> 11
"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.
"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.
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"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.
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>
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.
"indenture trustee" or "institutional trustee" means the Trustee.
"obligor on the indenture securities" means the Company or any other
obligor on the Securities.
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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.
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
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.
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 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);
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(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;
(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);
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<PAGE> 15
(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
(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
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<PAGE> 16
(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.
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, 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
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<PAGE> 17
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.
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. 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. 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 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.
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. The Company hereby initially
designates the Corporate Trust Office of the Trustee as such office of the
Company.
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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 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.
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.
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
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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.
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.
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.
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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.
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.
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.
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.
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
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the Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.12.
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.
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.
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
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<PAGE> 22
nominee of such Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such a successor Depositary.
(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
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.
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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 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.
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;
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(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 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.
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.
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.
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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.
ARTICLE 4
COVENANTS
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.
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).
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.
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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 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.
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.
4.6 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
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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.
ARTICLE 5
SUCCESSOR CORPORATION
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.
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
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which such transfer is made shall succeed to, and be substituted for, and may
exercise every 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
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.
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
Series then outstanding plus accrued and unpaid interest to the date of
acceleration are
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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.
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.
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.
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 Indenture with respect to such Series.
The Trustee, however, may refuse to follow any direction
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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.
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.
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.
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 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
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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.
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.
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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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
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.
7.2 Rights of Trustee.
(a) 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.
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.
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.
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.
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 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).
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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).
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.
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 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;
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(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.
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.
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 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).
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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.
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
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;
(4) to cure any ambiguity, defect or inconsistency, or to make
any other change that does not adversely affect the rights of any
Securityholder;
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(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.
8.2 Without Consent of Holders.
(a) 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;
(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
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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.
(b) 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.
(c) 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.
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.
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 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.
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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.
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.
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
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 (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.
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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.
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 and 2.9 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.
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 4.6 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.
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:
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(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;
(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
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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.
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.
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
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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.
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.
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.
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 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
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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
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.
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.
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).
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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.
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).
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.
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
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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.
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.
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.
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 for the intervening period.
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.
41
<PAGE> 49
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.
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.
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.
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.
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.
10.15 Separability.
Each provision of this Indenture shall be considered separable and if for
any reason 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.
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
42
<PAGE> 50
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.
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 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
43
<PAGE> 51
New York on which banking institutions are authorized or required by law,
regulation or executive order to close.
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:
44
<PAGE> 1
Exhibit 5.1
[PALMER & DODGE LLP LETTERHEAD]
February 5, 1999
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 February 5, 1999 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 (the "Preferred Stock"), (iii) shares of Class A common
stock, $.001 par value (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,
<PAGE> 2
Lamar Advertising Company
February 5, 1999
Page 2
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").
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
<PAGE> 3
Lamar Advertising Company
February 5, 1999
Page 3
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 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
<PAGE> 4
Lamar Advertising Company
February 5, 1999
Page 4
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 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
<PAGE> 5
Lamar Advertising Company
February 5, 1999
Page 5
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 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 NINE MONTHS ENDED
YEAR ENDED OCTOBER 31, DECEMBER 31, SEPTEMBER 30,
---------------------- ------------ -------------
1993 1994 1995 1996 1997 1997 1998
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS
Net earnings (loss) $ (653) $ 7,299 $ 10,698 $ 10,849 $ 2,841 $ 3,888 $ (4,032)
Income tax expense (benefit) 476 (2,072) (2,390) 7,099 4,654 4,594 816
Fixed charges 15,398 19,161 22,032 22,044 48,591 32,579 50,008
-------- -------- -------- -------- -------- -------- --------
Earnings as adjusted $ 15,221 $ 24,388 $ 30,340 $ 39,992 $ 56,086 $ 41,061 $ 46,792
======== ======== ======== ======== ======== ======== ========
FIXED CHARGES
Interest expense $ 11,502 $ 13,599 $ 15,783 $ 15,441 $ 38,230 $ 25,760 $ 39,357
Amortization of debt
issuance costs 235 563 565 653 1,762 930 1,439
Rents under leases representative
of an interest factor 3,661 5,000 5,684 5,950 8,599 5,889 9,212
-------- -------- -------- -------- -------- -------- --------
Fixed charges (as adjusted) $ 15,398 $ 19,161 $ 22,032 $ 22,044 $ 48,591 $ 32,579 $ 50,008
======== ======== ======== ======== ======== ======== ========
PREFERRED STOCK DIVIDENDS $ 0 $ 0 $ 0 $ 604 $ 963 $ 793 $ 487
-------- -------- -------- -------- -------- -------- --------
Total fixed charges combined
with preferred dividends $ 15,398 $ 19,161 $ 22,032 $ 22,648 $ 49,554 $ 33,372 $ 50,495
======== ======== ======== ======== ======== ======== ========
Ratio of earnings to fixed
charges 0.99 1.27 1.38 1.81 1.15 1.26 0.94
Ratio of earnings to combined
fixed charges and preferred
stock dividends 0.99 1.27 1.38 1.77 1.13 1.23 0.93
</TABLE>
1
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lamar Advertising Company:
We consent to the use of: (a) our report dated February 6, 1998, except as to
Note 18, which is as of February 27, 1998, with respect to the consolidated
balance sheets of Lamar Advertising Company and subsidiaries as of October 31,
1996 and December 31, 1997, and the related consolidated statements of earnings,
stockholders' equity (deficit) and cash flows for the years ended October 31,
1995 and 1996, the two months ended December 31, 1996, and the year ended
December 31, 1997, (b) our report dated August 14, 1998, with respect to the
consolidated balance sheets of Outdoor Communications, Inc. and subsidiaries as
of June 30, 1998 and 1997, and the related consolidated statements of
operations, stockholders' deficit, and cash flows for the years ended June 30,
1998 and 1997, and the period April 4, 1996 to June 30, 1996, (c) our report
dated June 4, 1996, with respect to the consolidated statements of operations,
stockholders' deficit, and cash flows of OCI Corp. of Michigan and subsidiaries
for the period August 1, 1995 through April 3, 1996, and (d) our report dated
May 31, 1996, with respect to the consolidated statements of operations,
stockholders' deficit, and cash flows of Mass Communications Corp. and
subsidiary for the period September 1, 1995 through April 3, 1996, which reports
are incorporated herein by reference and to the references to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG LLP
KPMG LLP
New Orleans, Louisiana
February 5, 1999
<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 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
Amendment No. 1 to the Registration Statement and Prospectus.
/s/ Philip R. Friedman & Associates
Philip R. Friedman & Associates
York, Pennsylvania
February 3, 1999
<PAGE> 1
Exhibit 23.5
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 filed with the Securities
and Exchange Commission on October 27, 1997. We also consent to the reference to
our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 4, 1999
