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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
Under the Securities Exchange Act of 1934
LAMAR ADVERTISING CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
512815-10-1
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(CUSIP Number)
Thomas O. Hicks
Chairman and Chief Executive Officer
Chancellor Media Corporation
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
(214) 922-8700
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 1, 1999
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(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), (f) or (g), check the following box. [ ]
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CHANCELLOR MEDIA CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,000,000*
EACH ------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.4%
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14 TYPE OF REPORTING PERSON
CO
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* 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. SEE ITEM 5.
2
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CHANCELLOR MEZZANINE HOLDINGS CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,000,000*
EACH ------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.4%
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14 TYPE OF REPORTING PERSON
CO
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* 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. SEE ITEM 5.
3
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
0
NUMBER OF ------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 18,000,000*
EACH ------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,000,000*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
29.4%
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14 TYPE OF REPORTING PERSON
CO
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* 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. SEE ITEM 5.
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ITEM 1. SECURITY AND ISSUER
Class A Common Stock, $0.001 par value (the "Class A Common
Stock")
Lamar Advertising Company (the "Company")
5551 Corporate Blvd.
Baton Rouge, LA 70808
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person(s) Filing this Statement (the "Filing
Parties"):
Chancellor Media Corporation, a Delaware corporation;
Chancellor Mezzanine Holdings Corporation, a Delaware
corporation; and Chancellor Media Corporation of Los
Angeles, a Delaware corporation ("CMCLA").
(b) Residence or Business Address:
The address of the principal business office of the Filing
Parties is 1845 Woodall Rodgers Freeway, Suite 1300, Dallas, Texas
75201.
(c) Present Principal Occupation:
Each of the Filing Parties is a business organization
principally engaged in the radio broadcasting industry.
(d) Convictions in Criminal Proceedings during the last 5 Years:
None of the Filing Parties have been convicted in a criminal
proceeding during the last 5 years.
(e) Proceedings involving Federal or State Securities Laws:
None of the Filing Parties have, during the last 5 years,
been a party to any civil proceeding as a result of which he or it was
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with respect
to such laws.
(f) Citizenship:
Each of the Filing Parties is organized under the
jurisdiction indicated in paragraph (a) of this Item 2.
The attached Schedule I is a list of the directors and
executive officers of the Filing Parties which contains the following
information with respect to each person:
(i) name;
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(ii) principal business address; and
(iii) present principal occupation or employment and the
name, principal business and address of any corporation or other
organization in which such employment is conducted.
Each person identified on Schedule I hereto is a United
States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
On June 1, 1999, the Company, CMCLA and Reilly Family Limited
Partnership, a Louisiana limited partnership ("RFLP"), entered into that certain
Voting Agreement (the "Voting Agreement") pursuant to which each of the Filing
Parties may be deemed to be the beneficial owner of 18,000,000 shares of Class A
Common Stock. See Item 5.
RFLP entered into the Voting Agreement in order to induce CMCLA to
enter into that certain Stock Purchase Agreement (the "Purchase Agreement"),
dated as of June 1, 1999, by and between the Company and CMCLA and that certain
Subscription Agreement (the "Subscription Agreement"), dated as of June 1, 1999,
by and between the Company and CMCLA.
The descriptions of the Voting Agreement, the Purchase Agreement and
the Subscription Agreement contained herein are qualified in their entirety by
reference to the applicable agreements, which are incorporated by reference
herewith as Exhibits 99(a), 99(b) and 99(c) respectively.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the Voting Agreement is to facilitate (i) the purchase
by the Company of all the outstanding common stock, par value $0.01 per share
(the "Outdoor Shares"), of Chancellor Media Outdoor Corporation, a Delaware
corporation and a wholly-owned subsidiary of CMCLA, and (ii) the issuance of
shares of Class A Common Stock to CMCLA, each pursuant to and upon the terms and
conditions set forth in the Purchase Agreement and the Subscription Agreement.
The Purchase Agreement and the Subscription Agreement provide, among other
things, that in exchange for all of the Outdoor Shares, the Company will pay to
CMCLA as consideration therefor an aggregate of $1,201,171,881 and will issue to
CMCLA 11,647,727 shares of Class A Common Stock.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) As of the close of business on June 1, 1999, each of the Filing
Parties may be deemed to have beneficially owned in the aggregate 18,000,000
shares of the Class A Common Stock of the Company by virtue of RFLP's beneficial
ownership of 300,000 shares of Class A Common Stock and 17,700,000 shares of
Class B Common Stock, par value $0.001 per share ("Class B Common Stock"), and
the terms of the Voting Agreement. Except as prohibited by the Voting Agreement,
the Class B Common Stock is convertible by RFLP into Class A Common Stock at the
rate of one share of Class A Common Stock for each share of Class B Common Stock
so converted. Assuming the conversion of all shares of Class B Common Stock
subject to the Voting Agreement into shares of Class A Common Stock, the
aggregate number of shares of
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Class A Common Stock covered by this Schedule 13D represent approximately 29.4%
of the outstanding shares of Class A Common Stock as of June 1, 1999.
Based upon the terms of the Company's certificate of incorporation, the
shares of Class A Common Stock and Class B Common Stock outstanding and entitled
to vote on most matters submitted to stockholders (including the approval of the
Purchase Agreement and the issuance of the Class A Common Stock pursuant
thereto) vote as a single class (except as otherwise required by Delaware law),
with each share of Class A Common Stock entitled to one vote and each share of
Class B Common Stock entitled to ten votes. Therefore, as a result of the terms
of the Voting Agreement described in paragraph (b) below, each of the Filing
Parties may be deemed to have shared voting power representing approximately
80.4% of the outstanding voting power of the Company as of June 1, 1999.
(b) Of the 300,000 shares of Class A Common Stock and 17,700,000 shares
of Class B Common Stock for which the Filing Parties may be deemed to have
shared voting power, all of such shares are held of record by RFLP.
Pursuant to the terms of the Voting Agreement, RFLP has agreed, among
other things and subject to certain terms and conditions, to vote all shares of
Class A Common Stock and Class B Common Stock owned by it on the date thereof,
together with any shares of Class A Common Stock and Class B Common Stock
thereafter acquired by it, in favor of the approval of the Purchase Agreement
and the transactions contemplated by thereby, including, without limitation, the
issuance of the Class A Common Stock to CMCLA. In addition, in order to effect
the agreements contained in the Voting Agreement, RFLP has agreed not to (i)
convert any of its shares of Class B Common Stock into shares of Class A Common
Stock or (ii) waive or otherwise forfeit its right to have each share of its
Class B Common Stock be entitled to ten votes per share. Therefore, by virtue of
the agreements contained in the Voting Agreement, each of the Filing Parties may
be deemed to have acquired shared voting power with respect to all of such
shares as to the limited matters covered by the Voting Agreement.
Each of the Filing Parties disclaims beneficial ownership of all shares
of Class A Common Stock or Class B Common Stock covered by this Schedule 13D not
owned of record by it.
(c) See paragraph (b) above.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
The information set forth in Items 3, 4 and 5 above and the Exhibits
filed herewith are incorporated by reference herein.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99(a) Voting Agreement, dated as of June 1, 1999, by and among the
Company, CMCLA and RFLP.*
99(b) Stock Purchase Agreement, dated as of June 1, 1999, by and
between the Company and CMCLA.*
99(c) Subscription Agreement, dated as of June 1, 1999, by and
between the Company and CMCLA.*
* Incorporated by reference to Chancellor Media Corporation's
Current Report on Form 8-K dated June 1, 1999.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 11, 1999
CHANCELLOR MEDIA CORPORATION
By: /s/ WILLIAM S. BANOWSKY, JR.
--------------------------------
William S. Banowsky, Jr.
Executive Vice President
and General Counsel
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 11, 1999
CHANCELLOR MEZZANINE
HOLDINGS CORPORATION
By: /s/ WILLIAM S. BANOWSKY, JR.
-----------------------------------
William S. Banowsky, Jr.
Executive Vice President
and General Counsel
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 11, 1999
CHANCELLOR MEDIA CORPORATION
OF LOS ANGELES
By: /s/ WILLIAM S. BANOWSKY, JR.
------------------------------
William S. Banowsky, Jr.
Executive Vice President
and General Counsel
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SCHEDULE I
CHANCELLOR MEDIA CORPORATION
CHANCELLOR MEZZANINE HOLDINGS CORPORATION
AND
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
Name, business address and present principal occupation or employment of the
directors and executive officers:
Directors
Thomas O. Hicks
Chairman of the Board and Chief Executive Officer
Chairman of the Board and Chief Executive Officer of Hicks, Muse, Tate & Furst
Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
James E. de Castro
Vice Chairman of the Board and President and
Chief Executive Officer of Chancellor Radio and Outdoor Group
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
R. Steven Hicks
Vice Chairman of the Board and President and
Chief Executive Officer of Chancellor Media Services Group
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
Robert L. Crandall
Retired Chairman and Chief Executive Officer of AMR Corp.
5215 N. O'Connor Blvd., Suite 1775
Irving, Texas 75039
Thomas J. Hodson
President of TJH Capital, Inc.
774 Mays Blvd. #10-144
Incline Village, Nevada 89451
Vernon E. Jordan, Jr.
Partner of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W., Suite 400
Washington, D.C. 20036
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Michael J. Levitt
Partner of Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
Perry J. Lewis
Founder of Morgan, Lewis, Githens & Ahn
2 Greenwich Plaza
Greenwich, Connecticut 06830
Jeffrey A. Marcus
Private Investor
Marcus & Partners
300 Crescent Court, Suite 600
Dallas, Texas 75201
John H. Massey
Private Investor and Corporate Director of First Southwest Company
1700 Pacific Avenue, Suite 500
Dallas, Texas 75201
Lawrence D. Stuart, Jr.
Managing Director and Principal of Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
J. Otis Winters
Non-executive Chairman of The PWS Group
5956 Sherry Lane, Suite 2001
Dallas, Texas 75225
Executive Officers who are not Directors
D. Geoffrey Armstrong
Executive Vice President and Chief Financial Officer
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
Kenneth J. O'Keefe
Executive Vice President and Chief Operating Officer of Chancellor Radio Group
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
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James A. McLaughlin
President and Chief Operating Officer of Chancellor Outdoor Group
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
William S. Banowsky, Jr.
Executive Vice President and General Counsel
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
99(a) Voting Agreement, dated as of June 1, 1999, by and among the Company,
CMCLA and RFLP.*
99(b) Stock Purchase Agreement, dated as of June 1, 1999 by and between the
Company and CMCLA.*
99(c) Subscription Agreement, dated as of June 1, 1999 by and between the
Company and CMCLA.*
</TABLE>
* Incorporated by reference to Chancellor Media Corporation's Current
Report on Form 8-K dated June 1, 1999.
