<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 2)
Lamar Advertising Company
-------------------------
(Name of Issuer)
Class A Common Stock, $0.001 Par Value Per Share
------------------------------------------------
(Title of Class of Securities)
512815-10-1
-----------
(CUSIP Number)
L. Lowry Mays
200 East Basse Road
San Antonio, Texas 78209
(210) 822-2828
------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 30, 2000
------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[__] .
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following page(s)
Page 1 of 10 Pages
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PAGE 2 OF 10 PAGES
SCHEDULE 13D
CUSIP NO. 512815-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CLEAR CHANNEL COMMUNICATIONS, INC.
2 Check the Appropriate Box If a Member of a Group*
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 26,227,273*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
26,227,273*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,227,273*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
37.3%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
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PAGE 3 OF 10 PAGES
SCHEDULE 13D
CUSIP NO. 512815-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM INC.
2 Check the Appropriate Box If a Member of a Group*
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 26,227,273*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
26,227,273*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,227,273*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
37.3%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
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PAGE 4 OF 10 PAGES
SCHEDULE 13D
CUSIP NO. 512815-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM HOLDINGS INC.
2 Check the Appropriate Box If a Member of a Group*
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 26,227,273*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
26,227,273*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,227,273*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
37.3%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
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PAGE 5 OF 10 PAGES
SCHEDULE 13D
CUSIP NO. 512815-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CAPSTAR BROADCASTING PARTNERS, INC.
2 Check the Appropriate Box If a Member of a Group*
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 26,227,273*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
26,227,273*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,227,273*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
37.3%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
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PAGE 6 OF 10 PAGES
SCHEDULE 13D
CUSIP NO. 512815-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM OPERATING INC.
2 Check the Appropriate Box If a Member of a Group*
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 26,227,273*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
26,227,273*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
26,227,273*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
13 Percent of Class Represented By Amount in Row (11)
37.3%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
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PAGE 7 OF 10 PAGES
This Amendment No. 2 to Schedule 13D amends and supplements
items 2, 4 and 6 contained in the Schedule 13D initially filed with the
Securities and Exchange Commission (the "Commission") on or about June 11, 1999
(the "Initial 13D"), as amended by Schedule 13D/A filed on or about March 10,
2000 (the "Amended 13D") by AMFM Holdings Inc. (f/k/a Chancellor Mezzanine
Holdings Corporation) AMFM Operating Inc. (f/k/a Chancellor Media Corporation of
Los Angeles)(collectively, the "AMFM Entities"), AMFM Inc. (f/k/a Chancellor
Media Corporation) and Capstar Broadcasting Partners, with respect to the Class
A Common Stock, $0.001 par value (the "Common Stock"), of Lamar Advertising
Company (the "Company"). Items 1, 3 and 5 remain unchanged. Capitalized terms
used herein but not defined shall have the meanings ascribed to them in the
Initial 13D. The Initial 13D is amended and supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is to be amended as follows:
(a) Name of Person(s) Filing this Statement (the "Filing Parties"):
Clear Channel Communications, Inc., a Delaware corporation;
AMFM Inc., a Delaware corporation;
AMFM Holdings Inc., a Delaware corporation;
Capstar Broadcasting Partners, Inc., a Delaware corporation;
and AMFM Operating Inc. ("AMFM Operating").
(b) Residence or Business Address:
The address of the principal business office of the Filing Parties is
200 East Basse Road, San Antonio, Texas 78209.
Schedule I to Item 2 is to be amended as follows:
Name, business address and present principal occupation or employment
of the directors and executive officers of the parties filing this statement
(the "Filing Parties"):
L. Lowry Mays, Chief Executive Officer and Chairman of the Board of Directors
200 East Basse Road
San Antonio, Texas 78209
Mark P. Mays, President and Chief Operating Officer
200 East Basse Road
San Antonio, Texas 78209
Randall T. Mays, Executive Vice President and Chief Financial Officer
200 East Basse Road
San Antonio, Texas 78209
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is to be amended as follows:
On August 30, 2000, Clear Channel Communications, Inc. ("Clear
Channel") and AMFM, Inc., a Delaware corporation ("AMFM"), consummated the
merger (the "Merger") of AMFM with and into CCU Merger Sub, Inc., a Delaware
corporation and a wholly-owned subsidiary of Clear Channel ("Merger Sub"), as
provided by the Agreement and Plan of Merger, dated as of October 2, 1999 (the
"Merger Agreement"), by and among Clear Channel, AMFM and Merger Sub.
In connection with the Merger, Clear Channel and AMFM entered into a
Consent Decree with the United States Department of Justice ("Consent Decree"),
pursuant to which AMFM agreed to dispose of all of its 26,227,273 shares of
Common Stock by December 31, 2002 (the "Sell Down"). The description of the
Consent Decree contained herein is qualified in its entirety by reference to the
Consent Decree, which is incorporated herein by reference and attached hereto as
Exhibit 99(a).
Notwithstanding the foregoing, and subject to the terms of the Consent
Decree, the Reporting Person reserves the right to acquire, or cause to be
acquired, additional securities of the Company, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Company or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Person, market conditions or other factors.
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PAGE 8 OF 10 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER.
Item 6 is to be amended as follows:
On September 15, 1999, the Company, AMFM Operating, Inc. ("AMFM
Operating"), AMFM Holdings, Inc. ("AMFM Holdings"), and The Reilly Family
Limited Partnership entered into that certain Stockholders Agreement (the
"Stockholders Agreement") (a copy of which was filed as Exhibit 99(b) to the
Amended 13D and is incorporated herein by reference in response to this Item 6).
Also on September 15, 1999, the Company, AMFM Operating and AMFM Holdings
entered into that certain Registration Rights Agreement (the "Registration
Rights Agreement") (a copy of which was filed as Exhibit 99(c) to the Amended
13D and is incorporated herein by reference in response to this Item 6).
In connection with the Sell Down, the Company, AMFM Operating, AMFM
Holdings, Clear Channel and The Reilly Family Limited Partnership entered into
the First Amendment to Stockholders Agreement dated as of July 19, 2000 (the
"Amendment"). Pursuant to the Amendment, as more fully described in Section 1(C)
thereof, the parties thereto agreed to amend Article 3 of the Stockholders
Agreement to provide that (a) the Company will have a co-sale right in
connection with any sale or offering or series of related sales or offerings of
Common Stock by the AMFM Entities to a Third-Party (a "Third Party Sale") with
an aggregate offering price of $200 million or more, (b) the AMFM Entities are
obliged to use their reasonable best efforts to provide the Company with notice
and a co-sale right in connection with any block trade, and (c)(i) both the
Company and the AMFM Entities will not sell any shares of Common Stock for a
period of up to ninety (90) days in the event that the other party commenced an
underwritten offering of Common Stock having an aggregate offering price of $200
million or more and the managing underwriter so requests, and (ii) the Company
will not impose a lock-up restriction on the AMFM Entities during the sixty (60)
day period commencing upon the date of the effectiveness of any Shelf
Registration Statement filed pursuant to the Amended Registration Rights
Agreement (as defined below), or at any time during the ninety (90) day period
preceding December 31, 2002. Also pursuant to the Amendment, as more fully
described in Section 1(D) thereof, the parties thereto eliminated Section 4.1(i)
of the Stockholders Agreement, pursuant to which the Company could enter into
transactions with or for the benefit of an Affiliate (as defined in the
Stockholders Agreement) with the advance written approval of the Majority
Chancellor Holders (as defined in the Stockholders Agreement). In addition, as
more fully described in Section 1(E), the AMFM Entities' voting rights have been
modified to require the AMFM Entities to vote their shares of Common Stock in
the same proportion as the vote of all holders of Common Stock not held by the
AMFM Entities voting with respect to any matter, and the AMFM Entities granted
the Company an irrevocable proxy to vote their shares of Common Stock, and
agreed not to solicit proxies, participate in a voting trust or voting agreement
with respect to the Common Stock or otherwise attempt to control the Company's
management or affairs.
Also in connection with the Sell Down, the Company, AMFM Operating,
AMFM Holdings and Clear Channel entered into an Amended and Restated
Registration Rights Agreement, dated as of July 19, 2000 (the "Amended
Registration Rights Agreement"). Pursuant to the Amended Registration Rights
Agreement, as more fully described in Section 2.1 thereof, all existing demand
registration rights, piggyback registration rights and shelf registration rights
have been eliminated and, in lieu thereof, the Company will file a Shelf
Registration Statement (as defined in the Amended Registration Rights Agreement)
covering the sale of all of the AMFM Entities' Common Stock not later than ten
(10) business days after the Amended Registration Rights Agreement becomes
effective, use reasonable efforts to cause such Shelf Registration Statement to
be declared effective by the Commission as promptly as possible after the filing
thereof, and maintain the effectiveness of such Shelf Registration Statement
until December 31, 2002. In addition, as more fully described in Section 2.4 of
the Amended Registration Rights Agreement, the Company has agreed that it will
not suspend the Shelf Registration Statement as a result of any Disadvantageous
Condition (as defined in the Amended Registration Rights Agreement): (i) at any
time during the sixty (60) day period commencing upon the date of the
effectiveness of the Shelf Registration Statement, (ii) at any time during the
ninety (90) day period preceding December 31, 2002, or (iii) for more than sixty
(60) days in any twelve (12) month period.
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PAGE 9 OF 10 PAGES
The descriptions of the Amendment and the Amended Registration Rights
Agreement contained herein are qualified in their entirety by reference to the
applicable agreements, which are incorporated herein by reference and attached
hereto as Exhibits 99(b) and 99(c), respectively.
The information set forth in Items 2 and 4 above and the Exhibits filed
herewith are incorporated by reference herein.
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PAGE 10 OF 10 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: September 6, 2000
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ SUSAN KRIEG
------------------------------
Susan Krieg
Vice President/Corporate Reporting
AMFM, INC.
By: /s/ SUSAN KRIEG
------------------------------
Susan Krieg
Vice President/Corporate Reporting
AMFM HOLDINGS, INC.
By: /s/ SUSAN KRIEG
------------------------------
Susan Krieg
Vice President/Corporate Reporting
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ SUSAN KRIEG
------------------------------
Susan Krieg
Vice President/Corporate Reporting
AMFM OPERATING, INC.
By: /s/ SUSAN KRIEG
------------------------------
Susan Krieg
Vice President/Corporate Reporting
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
99(a) Consent Decree with the United States Department of Justice.
99(b) First Amendment to Stockholders Agreement, dated as of July 19, 2000, by and among Lamar
Advertising Company, AMFM Operating, Inc., AMFM Holdings, Inc., Clear Channel Communications, Inc.
and The Reilly Family Limited Partnership.
99(c) Amended and Restated Registration Rights Agreement, dated as of July 19, 2000, by and among Lamar
Advertising Company, AMFM Operating, Inc., AMFM Holdings, Inc. and Clear Channel Communications,
Inc.
</TABLE>
