SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
AMENDMENT NO. 1
LAMAR ADVERTISING COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $0.001 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
512815-10-1
- --------------------------------------------------------------------------------
(CUSIP Number)
Thomas O. Hicks
Chairman and Chief Executive Officer
AMFM Inc.
1845 Woodall Rodgers Freeway, Suite 1300
Dallas, Texas 75201
(214) 922-8700
- --------------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
September 15, 1999
- --------------------------------------------------------------------------------
(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)
AMFM INC.
- ---------- ---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- ---------- ---------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ---------- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------- ---------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
- ---------- ---------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
26,227,273*
- ---------- ---------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ---------- ---------------------------------------------------------------------------------------------------------------
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. SEE ITEM 5.
2
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- ---------- ---------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
AMFM HOLDINGS INC.
- ---------- ---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- ---------- ---------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ---------- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------- ---------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
- ---------- ---------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
26,227,273*
- ---------- ---------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ---------- ---------------------------------------------------------------------------------------------------------------
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. SEE ITEM 5.
3
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- ---------- ---------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
CAPSTAR BROADCASTING PARTNERS, INC.
- ---------- ---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- ---------- ---------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ---------- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------- ---------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
- ---------- ---------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
26,227,273*
- ---------- ---------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ---------- ---------------------------------------------------------------------------------------------------------------
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. SEE ITEM 5.
4
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- ---------- ---------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
AMFM OPERATING INC.
- ---------- ---------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
- ---------- ---------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- ---------- ---------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------- ---------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
- ---------- ---------------------------------------------------------------------------------------------------------------
8 SHARED VOTING POWER
26,227,273*
- ---------- ---------------------------------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ---------- ---------------------------------------------------------------------------------------------------------------
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
- ---------- ---------------------------------------------------------------------------------------------------------------
</TABLE>
* 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.
5
<PAGE>
This Amendment No. 1 to Schedule 13D amends and supplements Items 2,
3, 4, 5, 6 and 7 contained in the Schedule 13D initially filed with the
Securities and Exchange Commission on or about June 11, 1999 (the "Original
Schedule 13D") by Chancellor Media Corporation (now known as AMFM Inc.),
Chancellor Mezzanine Holdings Corporation ("Mezzanine," now known as AMFM
Holdings Inc.) and Chancellor Media Corporation of Los Angeles ("CMCLA," which
entity has since been merged with and into another entity now known as AMFM
Operating Inc.), with respect to the Class A Common Stock, $0.001 par value, of
Lamar Advertising Company. Item 1 of the Original Schedule 13D remains
unchanged. Each capitalized term used herein and not otherwise defined has the
meaning given such term in the Original Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name of Person(s) Filing this Statement (the "Filing
Parties"):
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 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:
6
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(i) name;
(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
As more fully described in Item 6 below, on September 15, 1999,
Mezzanine acquired 20,518,417 shares of Class A Common Stock (and certain cash
consideration) in exchange for 1,000 shares of common stock, par value $.01 per
share (the "Whiteco Shares"), of Chancellor Media Whiteco Outdoor Corporation
("Whiteco") and CMCLA acquired 5,708,856 shares of Class A Common Stock (and
certain cash consideration) in exchange for 1,000 shares of common stock, par
value $.01 per share (the "Outdoor Shares"), of Chancellor Media Outdoor
Corporation ("Outdoor"). In a series of corporate restructurings (the
"Restructuring"), all shares of the Class A Common Stock held by Mezzanine and
CMCLA were contributed to AMFM Operating.
ITEM 4. PURPOSE OF TRANSACTION
Mezzanine and CMCLA consummated the transactions described herein in
order to dispose of their direct interests in Whiteco and Outdoor and to acquire
a significant interest in the Company for investment purposes. Subject to market
conditions, the lock-up provisions contained in the Stockholders Agreement,
dated as of September 15, 1999, by and among the Company, Mezzanine, CMCLA and
certain other stockholders signatory thereto (the "Stockholders Agreement") and
other factors, the Filing Parties or their affiliates may acquire additional
shares of Class A Common Stock or dispose of the shares of Class A Common Stock
held by them from time to time in future open-market, privately negotiated or
other transactions, and may enter into agreements with third parties relating to
acquisitions of securities issued or to be issued by the Company or may effect
other similar agreements or transactions.
ITEM 5. INTEREST IN SECURITIES OF ISSUER
(a) and (b) Each of the Filing Parties may be deemed to have
beneficially owned in the aggregate 26,227,273 shares of the Class A Common
Stock of the Company by virtue of AMFM Operating's ownership of such shares. The
aggregate number of shares of Class A Common Stock covered by this Schedule 13D
represents approximately 37.3% of the outstanding shares of Class A Common Stock
as of November 10, 1999 (the most recent date that the Company's outstanding
share information has been made publicly available).
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 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 each of the Filing Parties may be deemed to
7
<PAGE>
have shared voting power representing approximately 10.7% of the outstanding
voting power of the Company as of November 10, 1999.
Each of the Filing Parties disclaims beneficial ownership of all
shares of Class A Common Stock covered by this Schedule 13D not owned of record
by it.
(c) Except as set forth herein, to the knowledge of the Filing
Parties with respect to the other persons named in response to paragraph (a),
none of the persons named in response to paragraph (a) has effected any
transactions in shares of Class A Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE SECURITIES OF THE ISSUER
Pursuant to that certain Second and Amended and Restated Stock
Purchase Agreement (the "Purchase Agreement"), dated August 11, 1999, by and
among the Company, Lamar Media Corp., Mezzanine and CMCLA, on September 15,
1999, Mezzanine acquired 20,518,417 shares of the Class A Common Stock in
exchange for the Whiteco Shares and certain cash consideration and CMCLA
acquired 5,708,856 shares of the Class A Common Stock in exchange for the
Outdoor Shares and certain cash consideration. In the Restructuring, all shares
of the Class A Common Stock held by Mezzanine and CMCLA were contributed to AMFM
Operating. As a result of the transactions consummated pursuant to the Purchase
Agreement and the Restructuring, each of the Filing Parties may be deemed to be
the beneficial owner of 26,227,273 shares of Common Stock.
In connection with the closing of the transactions contemplated by
the Purchase Agreement, Mezzanine and CMCLA entered into the Stockholders
Agreement. Pursuant to the Stockholders Agreement, as more fully described in
Article 2 thereof, the parties agreed that the Board of Directors of the Company
would consist of ten individuals and that a majority of the shares held by
Mezzanine, CMCLA and any of their affiliates would be entitled to designate two
directors. Also pursuant to the Stockholders Agreement, as more fully described
in Article 3 thereof and subject to the exceptions described therein, Mezzanine
and CMCLA agreed that, prior to 12 months following the closing of the
transactions contemplated by the Purchase Agreement, neither Mezzanine nor CMCLA
would sell or otherwise transfer any of the shares of Class A Common Stock held
by them.
Also in connection with the closing of the transactions contemplated
by the Purchase Agreement, Mezzanine, CMCLA and the Company entered into that
certain Registration Rights Agreement (the "Registration Rights Agreement"),
dated as of September 15, 1999. As more fully described in Section 2.1 of the
Registration Rights Agreement, the Company generally is obligated to file and
maintain for the benefit of Mezzanine and CMCLA a shelf registration statement
under the Securities Act of 1933, as amended (the "Securities Act"), covering
resales of the Class A Common Stock held by them. As more fully described in
Section 2.2 of the Registration Rights Agreement, the Company is also required,
8
<PAGE>
upon the demand of Mezzanine and CMCLA (but not more than three times in the
aggregate or more than once in any 12 month period), to prepare and file a
registration statement to effect an offering of the Class A Common Stock held by
Mezzanine and CMCLA under the Securities Act. Finally, as more fully described
in Section 2.3 of the Registration Rights Agreement, the Company granted to
Mezzanine and CMCLA certain incidental registration rights with respect to other
offerings under the Securities Act.
The descriptions of the Purchase Agreement, the Stockholders
Agreement and the Registration Rights 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.
The information set forth in Items 3, 4 and 5 above and the Exhibits
filed herewith are incorporated by reference herein. The description of the
Restructuring set forth in the Current Report on Form 8-K of Capstar
Broadcasting Partners, Inc. filed on December 1, 1999 is also incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99(a) Second Amended and Restated Stock Purchase Agreement, dated
as of August 11, 1999, by and among the Company, Lamar
Media Corp., Mezzanine and CMCLA.*
99(b) Stockholders Agreement, dated as of September 15, 1999, by
and between the Company and other stockholders signatory
thereto.**
99(c) Registration Rights Agreement, dated as of September 15,
1999, by and among the Company, Mezzanine and CMCLA.**
* Incorporated by reference to AMFM Inc.'s Quarterly Report
on Form 10-Q for the quarterly period ending June 30, 1999.
** Filed herewith.
9
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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: March 9, 2000
AMFM INC.
By: /s/ W. SCHUYLER HANSEN
-----------------------------
W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
10
<PAGE>
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: March 9, 2000
AMFM HOLDINGS INC.
By: /s/ W. SCHUYLER HANSEN
----------------------------
W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
11
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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: March 9, 2000
CAPSTAR BROADCASTING
PARTNERS, INC.
By: /s/ W. SCHUYLER HANSEN
-----------------------------
W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
12
<PAGE>
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: March 9, 2000
AMFM OPERATING INC.
By: /s/ W. SCHUYLER HANSEN
----------------------------
W. Schuyler Hansen
Senior Vice President and
Chief Accounting Officer
13
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SCHEDULE I
----------
AMFM INC.,
AMFM HOLDINGS INC.,
CAPSTAR BROADCASTING PARTNERS, INC.
AND
AMFM OPERATING INC.
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
R. Steven Hicks
Vice Chairman of the Board and President and
Chief Executive Officer of AMFM New Media Group
600 Congress Avenue, Suite 1400
Austin, Texas 78701
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.
Sr. Managing Director in New York office of Lazard Freres & Co., LLC
Of Counsel - Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1333 New Hampshire Avenue, N.W., Suite 400
Washington, D.C. 20036
Michael J. Levitt
Partner of Hicks, Muse, Tate & Furst Incorporated
1325 Avenue of the Americas, 25th Floor
New York, New York 10019
14
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Perry J. Lewis
Founder of Morgan, Lewis, Githens & Ahn
2 Greenwich Plaza
Greenwich, Connecticut 06830
John H. Massey
Private Investor and Corporate Director of FSW Holdings, Inc.
1700 Pacific Avenue, Suite 500
Dallas, Texas 75201
Lawrence D. Stuart, Jr.
Partner of Hicks, Muse, Tate & Furst Incorporated
200 Crescent Court, Suite 1600
Dallas, Texas 75201
R. Gerald Turner
President of Southern Methodist University 6425 Boaz - Room 225 Perkins
Administration Bldg.
Dallas, Texas 75275
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, Chief Financial Officer and Treasurer
600 Congress Avenue, Suite 1400
Austin, Texas 78701
Kenneth J. O'Keefe
Executive Vice President and President, Chief Executive Officer and
Chief Operating Officer of AMFM Radio Group
360 Newbury, 6th Floor
Boston, Massachusetts 02115
William S. Banowksy, Jr.
Executive Vice President and General Counsel
600 Congress Avenue, Suite 1400
Austin, Texas 78701
15
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Exhibit Index
-------------
Name of Exhibit
---------------
99(a) Second Amended and Restated Stock Purchase Agreement, dated as of
August 11, 1999, by and among the Company, Lamar Media Corp.,
Mezzanine and CMCLA.*
99(b) Stockholders Agreement, dated as of September 15, 1999, by and
between the Company and other stockholders signatory thereto.**
99(c) Registration Rights Agreement, dated as of
September 15, 1999, by and among the Company,
Mezzanine and CMCLA.**
* Incorporated by reference to AMFM Inc.'s Quarterly Report on Form
10-Q for the quarterly period ending June 30, 1999.
** Filed herewith.
16
Exhibit 99(b)
STOCKHOLDERS AGREEMENT
BY AND AMONG
LAMAR ADVERTISING COMPANY
AND
SIGNATORIES LISTED HEREIN
-----------------------------------
Dated as of September 15, 1999
-----------------------------------
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TABLE OF CONTENTS
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PAGE
Article 1 DEFINITIONS.....................................................................................1
Section 1.1 Definitions................................................................................1
Section 1.2 Rules of Construction......................................................................4
Article 2 MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES................................................4
Section 2.1 Board of Directors.........................................................................4
2.1.1 Board Representation.......................................................................4
2.1.2 Vacancies..................................................................................4
2.1.3 Committee Representation...................................................................5
2.1.4 Costs and Expenses.........................................................................5
2.1.5 Other Activities of the Holders; Fiduciary Duties..........................................5
Article 3 CHANCELLOR LOCK-UP..............................................................................5
Section 3.1 Lock-Up Agreement..........................................................................5
Article 4 CERTAIN LIMITATIONS.............................................................................6
Section 4.1 Transactions with Affiliates...............................................................6
Section 4.2 Other Significant Transactions.............................................................6
Article 5 LEGENDS.........................................................................................7
Section 5.1 Restrictive Legends........................................................................7
5.1.1 Securities Act Legend......................................................................7
5.1.2 Other Legends..............................................................................7
Section 5.2 Termination of Certain Restrictions........................................................7
Article 6 TERMINATION.....................................................................................8
Section 6.1 Termination................................................................................8
Article 7 MISCELLANEOUS...................................................................................8
Section 7.1 Financial Statements.......................................................................8
Section 7.2 Notices....................................................................................9
Section 7.3 Voting of Holders..........................................................................9
Section 7.4 Governing Law.............................................................................10
Section 7.5 Successors and Assigns....................................................................10
Section 7.6 Duplicate Originals.......................................................................10
i
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TABLE OF CONTENTS
(CONTINUED)
Section 7.7 Severability..............................................................................10
Section 7.8 No Waivers; Amendments....................................................................10
Section 7.9 Entire Agreement..........................................................................10
</TABLE>
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STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this "Stockholders Agreement") dated as of
September 15, 1999, is entered into by and among Lamar Advertising Company, a
Delaware corporation (including its successors, the "Company"), and the
securityholders of the Company listed on the signature pages hereof, or who may
execute counterpart signature pages hereto following the date hereof.
In consideration of the premises, mutual covenants and agreements
hereinafter contained and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 DEFINITIONS.
"AFFILIATE" means, with respect to any Person, any Person who,
directly or indirectly, controls, is controlled by or is under common control
with that Person. For purposes of this definition, "control" when used with
respect to any Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.
"BENEFICIALLY OWN" OR "BENEFICIAL OWNERSHIP" means beneficial
ownership determined in accordance with Rule 13d-3 promulgated under the
Exchange Act.
"CHANCELLOR LA" means Chancellor Media Corporation of Los Angeles, a
Delaware corporation.
"CHANCELLOR DESIGNEE" shall have the meaning provided in Section
2.1.1(a) hereof.
"CHANCELLOR HOLDERS" means, collectively, Chancellor LA, Chancellor
Mezzanine and any Affiliates of Chancellor LA or Chancellor Mezzanine who then
are parties to this Stockholders Agreement and who own any Common Stock or
Common Stock Equivalents or any interest therein.
"CHANCELLOR MEZZANINE" means Chancellor Mezzanine Holdings
Corporation, a Delaware corporation.
"CHANGE OF CONTROL" means the occurrence of one or more of the
following events: (i) a majority of the Board of Directors of the Company shall
consist of Persons who are not Continuing Directors, or (ii) the failure by
Reilly and the Chancellor Holders collectively to Beneficially Own securities
<PAGE>
having more than 50% of the ordinary voting power for the election of directors
of the Company.
"CLASS A COMMON STOCK" means shares of the Class A Common Stock, par
value $.001 per share, of the Company, and any capital stock into which such
Class A Common Stock hereafter may be changed.
"CLASS B COMMON STOCK" means shares of the Class B Common Stock, par
value $.001 per share, of the Company, and any capital stock, other than Class A
Common Stock, into which such Class B Common Stock hereafter may be changed.
"COMMON STOCK" means, collectively, the Class A Common Stock and the
Class B Common Stock.
"COMMON STOCK EQUIVALENTS" means, without duplication with any other
Common Stock or Common Stock Equivalents, any security of the Company which is
convertible into, exercisable for or exchangeable for, directly or indirectly,
Common Stock of the Company, whether at the time of issuance or upon the passage
of time or the occurrence of some future event.
"COMPANY" shall have the meaning provided in the introductory
paragraph hereof.
"CONTINUING DIRECTOR " means, as of the date of determination, any
Person who (i) is a Chancellor Designee, (ii) was a member of the Board of
Directors of the Company as of the date hereof, (iii) was nominated for election
or elected to the Board of Directors of the Company with the affirmative vote of
a majority of the Continuing Directors who were members of the Board of
Directors of the Company at the time of such nomination or election or (iv) is a
representative of Reilly or an Affiliate of Reilly.
"EBITDA" shall have the meaning provided in Section 7.1 hereof.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated by the SEC thereunder.
"FULLY-DILUTED COMMON STOCK" means, at any time, the then outstanding
Common Stock of the Company plus (without duplication) all shares of Common
Stock issuable, whether at such time or upon the passage of time or the
occurrence of future events, upon the conversion or exchange of all then
outstanding Common Stock Equivalents.
"GAAP" means generally accepted accounting principles.
"GROUP" means a group of related persons for purposes of Section
13(d) of the Exchange Act.
2
<PAGE>
"HOLDER" means (i) any Person (other than the Company) listed on the
signature pages hereof as of the date of this Stockholders Agreement and (ii)
any direct or indirect transferee of any such Person who elects to become a
party to this Stockholders Agreement by executing and delivering a counterpart
signature page hereto.
"MAJORITY CHANCELLOR HOLDERS" means Chancellor Holders owning Common
Stock and/or Common Stock Equivalents representing a majority of the
Fully-Diluted Common Stock then owned by all Chancellor Holders.
"PERSON" or "PERSON" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.
"PURCHASE AGREEMENT" means the Second Amended and Restated Stock
Purchase Agreement, date as of August ____, 1999, by and among the Company,
Lamar Media Corp., a Delaware corporation and wholly-owned subsidiary of the
Company (formerly known as Lamar Advertising Company),Chancellor Mezzanine and
Chancellor LA.
"REILLY" means, collectively, the Reilly Family Limited Partnership,
a Louisiana limited partnership ("RFLP"), and any Affiliates of RFLP (other than
the Company and any of its Subsidiaries) who then are parties to this
Stockholders Agreement and who own any Common Stock or Common Stock Equivalents
or any interest therein.
"SEC" means the U. S. Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the SEC thereunder.
"STOCKHOLDERS AGREEMENT" means this Stockholders Agreement, as such
from time to time may be amended.
"SUBSIDIARY" of any Person means (i) a corporation a majority of
whose outstanding shares of capital stock or other equity interests with voting
power, under ordinary circumstances, to elect directors, is at the time,
directly or indirectly, owned by such Person, by one or more subsidiaries of
such Person or by such Person and one or more subsidiaries of such Person, and
(ii) any other Person (other than a corporation) in which such Person, a
subsidiary of such Person or such Person and one or more subsidiaries of such
Person, directly or indirectly, at the date of determination thereof, has (x) at
least a majority ownership interest or (y) the power to elect or direct the
election of the directors or other governing body of such Person.
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SECTION 1.2 RULES OF CONSTRUCTION. Unless the context otherwise
requires
(1) a term has the meaning assigned to it;
(2) "or" is not exclusive;
(3) words in the singular include the plural, and words in the plural
include the singular;
(4) provisions apply to successive events and transactions; and
(5) "herein," "hereof" and other words of similar import refer to
this Stockholders Agreement as a whole and not to any particular Article,
Section or other subdivision.
ARTICLE 2
MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES
SECTION 2.1 BOARD OF DIRECTORS.
2.1.1 Board Representation.
(a) From and following the date hereof, the Board of Directors of the
Company shall consist of ten (10) individuals. The Majority Chancellor Holders
will be entitled to designate two (2) directors (each a "Chancellor Designee").
The existence of the right, pursuant to this Section 2.1.1(a), on the part of
the Majority Chancellor Holders to designate certain directors will in no way
limit or impair the right of the Majority Chancellor Holders to vote their
shares of capital stock of the Company as they see fit with respect to the
election of persons to fill seats on the Board of Directors other than the seats
filled as a result of the designation rights under this Section 2.1.1(a).
(b) The Company, from time to time at each appropriate time, will
cause each of the persons theretofore serving as Chancellor Designees (or other
persons designated by the Majority Chancellor Holders as new Chancellor
Designees in replacement of such persons) to be nominated and recommended by the
Board of Directors of the Company for reelection to the Board of Directors of
the Company by the stockholders of the Company upon any expiration of their
respective terms of office.
2.1.2 Vacancies. If, prior to his election to the Board of Directors
of the Company pursuant to Section 2.1.1 hereof, any Chancellor Designee shall
be unable or unwilling to serve as a director of the Company, then the Majority
Chancellor Holders shall be entitled to designate a replacement Chancellor
Designee. If, following an election to the Board of Directors of the Company
pursuant to Section 2.1.1 hereof, any Chancellor Designee shall resign or be
removed or be unable to serve for any reason prior to the expiration of his term
as a director of the Company, then the Majority Chancellor Holders shall, within
thirty (30) days of such event, notify the Board of Directors of the Company in
writing of a replacement Chancellor Designee, and the Board of Directors shall
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appoint such replacement Chancellor Designee to fill the unexpired term of the
director who such new Chancellor Designee is replacing. If the Majority
Chancellor Holders request that any Chancellor Designee be removed as a director
(with or without cause) by written notice thereof to the Company, then each of
the Holders shall vote all of its or his capital stock in favor of such removal
upon such request.
2.1.3 Committee Representation. So long as the Chancellor Holders are
entitled to designate any director under Section 2.1.1, at least one (1) of the
Chancellor Designees shall be permitted to serve on each committee of the Board
of Directors of the Company (provided that, if such committee has eligibility
requirements that are imposed by a Person other than the Company, such as
independence requirements for the independent committee of the Board of
Directors of the Company, such designee meets those requirements).
Notwithstanding the foregoing, the Executive Committee of the Board of Directors
of the Company shall not be required to have a Chancellor Designee serving on
such committee so long as (i) the actions of such committee are restricted to
the day to day management of the Company in the ordinary course of business and
(ii) each of such actions of such committee is not material to the Company and
its Subsidiaries, taken as a whole.
2.1.4 Costs and Expenses. The Company will pay all reasonable
out-of-pocket expenses incurred by the Chancellor Designees in connection with
the participation by directors in meetings of the Board of Directors (and
committees thereof) of the Company.
2.1.5 Other Activities of the Holders; Fiduciary Duties. It is
understood and accepted that the Holders and their Affiliates have interests in
other business ventures which may be in conflict with the activities of the
Company and its Subsidiaries and that, subject to applicable law, nothing in
this Stockholders Agreement shall limit the current or future business
activities of the Holders whether or not such activities are competitive with
those of the Company and its Subsidiaries. Nothing in this Stockholders
Agreement, express or implied, shall relieve any officer or director of the
Company or any of its Subsidiaries, or any Holder, of any fiduciary or other
duties or obligations they may have to the Company's stockholders.
ARTICLE 3
CHANCELLOR LOCK-UP
SECTION 3.1 LOCK-UP AGREEMENT. Each of Chancellor LA and Chancellor
Mezzanine agrees that, until that date that is twelve (12) months following the
date hereof, such entity will not sell or otherwise transfer any of the shares
of Common Stock acquired pursuant to the Purchase Agreement, or any interest
therein; provided, however, that this Section 3.1 shall not prohibit the
transfer of any such shares (or any interest therein) (i) to any Affiliate of
Chancellor LA or Chancellor Mezzanine in compliance with the other provisions of
this Stockholders Agreement, (ii) in a transaction approved by the Board of
Directors of the Company or (iii) pursuant to a bona fide pledge of such shares
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to a lender or in connection with a foreclosure (or similar proceeding or
remedy) effected with respect to any such pledge.
ARTICLE 4
CERTAIN LIMITATIONS
SECTION 4.1 TRANSACTIONS WITH AFFILIATES. The Company will not, nor
will it permit any of its Subsidiaries to, directly or indirectly, enter into or
engage in any transaction with or for the benefit of any of its Affiliates
(other than transactions between the Company and a wholly owned Subsidiary of
the Company or among wholly owned Subsidiaries of the Company), except for any
such transaction which (i) has been approved in advance in writing by the
Majority Chancellor Holders or (ii) is on terms no less favorable than those
that might reasonably have been obtained in a comparable transaction on an
arm's-length basis from a person that is not an Affiliate. With respect to the
requirement set forth in clause (ii) of the immediately preceding sentence, for
a transaction or series of related transactions involving a value of $1,000,000
or more, such determination will be made in good faith by a majority of the
members of the Board of Directors of the Company and a majority of the
disinterested members of the Board of Directors of the Company, and for a
transaction or series of transactions involving a value of $5,000,000 or more,
the Board of Directors of the Company must receive an opinion from a nationally
recognized investment banking firm that such transaction is (or that such series
of transactions are) fair, from a financial point of view, to the Company or
such Subsidiary, as applicable. Notwithstanding the foregoing, the restrictions
set forth in this Section 4.1 shall not apply to reasonable and customary
directors' fees, reasonable and customary directors' or officers'
indemnification arrangements, or reasonable and customary compensatory
arrangements with officers of the Company.
SECTION 4.2 OTHER SIGNIFICANT TRANSACTIONS. Subject to the provisions
set forth in this Section 4.2, without the prior written approval of the
Majority Chancellor Holders, neither the Company nor any of the Holders will
take any action which would result in (and the Company will not permit any of
its Subsidiaries to take any action which would result in) (i) a Change of
Control or (ii) the acquisition or disposition by the Company and/or any of its
Subsidiaries, in a single transaction or a series of related transactions, of
assets (which shall include, without limitation, capital stock or other equity
interests in any Person) with an aggregate fair market value of $500,000,000 or
more. Notwithstanding the foregoing, the restrictions set forth in this Section
4.2 shall not apply to (a) any transaction pursuant to which all Persons who
owned Common Stock immediately prior to such transaction cease to own any equity
interest in the Company or, if applicable, in the entity that is the successor
to the Company as a result of such transaction, (b) any merger in which all
Persons who owned Common Stock immediately prior to such merger are permitted to
exercise statutory appraisal rights, or (c) any sale of substantially all of the
assets of the Company to a Person that is not an Affiliate of the Company if the
net proceeds of such sale are promptly distributed to the holders of Common
Stock.
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ARTICLE 5
LEGENDS
SECTION 5.1 RESTRICTIVE LEGENDS.
5.1.1 Securities Act Legend. Except as otherwise provided in Section
5.2 hereof, each certificate evidencing shares of Common Stock issued on or
after the date hereof to a Holder or to a subsequent transferee of such Holder,
shall be stamped or otherwise imprinted with a legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE
SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT
TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS
EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER
EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
5.1.2 Other Legends. Each certificate evidencing shares of Common
Stock or Common Stock Equivalents, where applicable, issued on or after the date
hereof to a Holder or a subsequent transferee of such Holder shall be stamped or
otherwise imprinted with a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON TRANSFER, VOTING AND OTHER TERMS AND CONDITIONS SET FORTH IN THE
STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 15, 1999, A COPY OF WHICH MAY BE
OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
SECTION 5.2 TERMINATION OF CERTAIN RESTRICTIONS. Notwithstanding the
foregoing provisions of this Article 5, the legend requirements of Section 5.1.1
shall terminate as to any Common Stock (i) when and so long as such Common Stock
shall have been effectively registered under the Securities Act and disposed of
pursuant thereto or (ii) when the Company shall have received an opinion of
counsel reasonably satisfactory to it that such Common Stock may be transferred
without registration thereof under the Securities Act and that such legend may
be removed. Whenever the restrictions imposed by Section 5.1.1 shall terminate
as to any Common Stock, the Holder thereof shall be entitled to receive from the
Company, at the Company's expense, a new certificate evidencing such shares of
Common Stock not bearing the restrictive legend set forth in Section 5.1.1.
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ARTICLE 6
TERMINATION
SECTION 6.1 TERMINATION. The provisions of this Stockholders
Agreement shall terminate on the earlier of (i) the date that is ten (10) years
following the date of this Stockholders Agreement and (ii) such date that the
Chancellor Holders collectively no longer Beneficially Own at least ten percent
(10%) of the Fully-Diluted Common Stock. Notwithstanding the foregoing, Section
7.1 hereof shall remain in full force and effect for so long as (and only for so
long as) the information to be provided to Chancellor LA or Chancellor Mezzanine
under such Section 7.1 is necessary for such entity in connection with the
preparation of its financial statements.
ARTICLE 7
MISCELLANEOUS
SECTION 7.1 FINANCIAL STATEMENTS. The Company shall deliver to
Chancellor LA and Chancellor Mezzanine the following, together with management's
discussion and analysis of financial condition and results of operations for the
relevant fiscal periods, in writing:
(a) as soon as available and in any event within 80 days after the
end of each fiscal year of the Company, (i) an audited consolidated balance
sheet or equivalent statement of financial position of the Company and its
Subsidiaries and the related consolidated statements of income, cash flows, and
changes in stockholders' equity for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, and (ii) a
statement of earnings before interest, taxes, depreciation and amortization as
per the consolidated financial statements of the Company and its Subsidiaries
prepared in accordance with GAAP ("EBITDA") for such fiscal year, all presented
in accordance with GAAP and reported on as to fairness of presentation,
accounting principles and consistency, and otherwise by independent public
accountants; and
(b) as soon as available and in any event within 35 days after the
end of each calendar quarter of each fiscal year of the Company, (i) an
unaudited consolidated balance sheet or equivalent statement of financial
position of the Company and its Subsidiaries as of the end of each such calendar
quarter, as applicable, and the related consolidated statements of income and
cash flows for the portion of the Company's fiscal year ended at the end of each
such calendar quarter setting forth in comparative form in the case of such
statements of income and cash flows the figures for the corresponding calendar
quarter of the previous fiscal year, and (ii) a statement of EBITDA for such
calendar quarter, all presented in accordance with GAAP and certified as to
fairness of presentation, accounting principles and consistency by an officer of
the Company.
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SECTION 7.2 NOTICES. Any notices or other communications required or
permitted hereunder shall be in writing, and shall be sufficiently given if made
by hand delivery, by telex, by telecopier, by registered or certified mail,
postage prepaid, return receipt requested, or by overnight courier, addressed as
follows (or at such other address as may be substituted by notice given as
herein provided):
If to the Company:
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
Attention: Keith Istre
Fax: (225) 923-0658
With copies to:
Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, L.L.P.
5th Floor
Four United Plaza
8555 United Plaza Boulevard
Baton Rouge, Louisiana 70809
Attention: Brad J. Axelrod
Fax: (225) 231-3336
If to any Holder, at its address listed on the signature pages hereof.
Any notice or communication hereunder 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; five (5) calendar
days after mailing if sent by registered or certified mail (except that a notice
of change of address shall not be deemed to have been given until actually
received by the addressee); and one (1) business day after delivery to a
reputable overnight courier service guaranteeing next business day delivery.
Failure to mail a notice or communication to a Holder or any defect
in it shall not affect its sufficiency with respect to other Holders. If a
notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.
SECTION 7.3 VOTING OF HOLDERS. Each Holder shall vote his or its
shares of Voting Stock at any regular or special meeting of stockholders of the
Company or in any written consent executed in lieu of such a meeting of
stockholders and shall take all other lawful actions (including using its, his
or her commercially reasonable efforts to cause the Board of Directors of the
Company to take all such actions) necessary to give effect to the agreements
contained in this Stockholders Agreement (including but not limited to the
election of the Chancellor Designees) and to ensure that the certificate of
incorporation and bylaws of the Company as in effect at any time hereafter do
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not conflict in any respect with the provisions of this Stockholders Agreement.
In order to effectuate the provisions of this Stockholders Agreement, each
Holder hereby agrees that when any action or vote is required to be taken by
such Holder pursuant to this Stockholders Agreement, such Holder shall use his
commercially reasonable efforts to call, or cause the appropriate officers and
directors of the Company to call, a special or annual meeting of stockholders of
the Company, as the case may be, or execute or cause to be executed a consent in
writing in lieu of any such meetings pursuant to the General Corporation Law of
the State of Delaware, as amended from time to time, or any successor statutes.
SECTION 7.4 GOVERNING LAW. THIS STOCKHOLDERS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
SECTION 7.5 SUCCESSORS AND ASSIGNS. This Stockholders Agreement shall
be binding upon the Company, each Holder, and their respective successors and
permitted assigns.
SECTION 7.6 DUPLICATE ORIGINALS. All parties may sign any number of
copies of this Stockholders Agreement. Each signed copy shall be an original,
but all of them together shall represent the same agreement.
SECTION 7.7 SEVERABILITY. In case any provision in this Stockholders
Agreement shall be held invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and the remaining provisions shall not in any way be affected or
impaired thereby
SECTION 7.8 NO WAIVERS; AMENDMENTS.
7.8.1 No failure or delay on the part of the Company or any Holder in
exercising any right, power or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right, power or
remedy preclude any other or further exercise thereof or the exercise of any
other right, power or remedy. The remedies provided for herein are cumulative
and are not exclusive of any remedies that may be available to the Company or
any Holder at law or in equity or otherwise.
7.8.2 Any provision of this Stockholders Agreement may be amended or
waived if, but only if, such amendment or waiver is in writing and is signed by
the Company, the Holders holding at least a majority of the Fully-Diluted Common
Stock held by all Holders and by the Majority Chancellor Holders.
SECTION 7.9 ENTIRE AGREEMENT. This Stockholders Agreement contains
the entire agreement among the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings with respect to such
subject matter.
[SIGNATURE PAGES FOLLOW]
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LAMAR ADVERTISING COMPANY
By: /s/ Keith Istre
--------------------------------
Name: Keith Istre
Title: Chief Financial Officer
<PAGE>
HOLDERS:
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
By: /s/ W. Schuyler Hansen
-----------------------------------
Name: W. Schuyler Hansen
Title: Sr. Vice President and Chief
Accounting Officer
Address:
1845 Woodall Rogers Freeway
Suite 1300
Dallas, Texas 75201
Attention: General Counsel
Fax: (512) 340-7890
With copies to:
Weil, Gotshal & Manges LLP
100 Crescent Court
Suite 1300
Dallas, Texas 75201-6950
Attention: Michael A. Saslaw
Fax: (214) 746-7777
and
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004-2502
Attention: Eric L. Bernthal
Fax: (202) 637-2201
<PAGE>
CHANCELLOR MEZZANINE HOLDINGS CORPORATION
By: /s/ W. Schuyler Hansen
-----------------------------------
Name: W. Schuyler Hansen
Title: Sr. Vice President and Chief
Accounting Officer
Address:
1845 Woodall Rogers Freeway
Suite 1300
Dallas, Texas 75201
Attention: General Counsel
Fax: (512) 340-7890
With copies to:
Weil, Gotshal & Manges LLP
100 Crescent Court
Suite 1300
Dallas, Texas 75201-6950
Attention: Michael A. Saslaw
Fax: (214) 746-7777
and
Latham & Watkins
1001 Pennsylvania Avenue, N.W.
Suite 1300
Washington, D.C. 20004-2502
Attention: Eric L. Bernthal
Fax: (202) 637-2201
<PAGE>
REILLY FAMILY LIMITED PARTNERSHIP
By: /s/ Kevin P. Reilly, Jr.
-------------------------------
Name: Kevin P. Reilly, Jr.
Title: General Partner
Address:
c/o Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
Attention: Kevin P. Reilly, Jr.
Fax: (225) 923-0658
Exhibit 99(c)
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT dated as of September 15, 1999
(this "Agreement"), among Lamar Advertising Company, a Delaware corporation (the
"Issuer"), Chancellor Media Corporation of Los Angeles, a Delaware Corporation
("Chancellor LA"), and Chancellor Mezzanine Holdings Corporation, a Delaware
corporation ("Chancellor Mezzanine").
WHEREAS, this Agreement is being entered into in connection with the
closing of the transactions contemplated by the Purchase Agreement referred to
below.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound hereby, agree as
follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1 Definitions. The following terms, as used herein, shall
have the following respective meanings:
"Commission" means the Securities and Exchange Commission or any
successor governmental body or agency.
"Common Stock" means the Class A Common Stock, par value $0.001 per
share, of the Issuer and any capital stock into which such Common Stock
thereafter may be changed.
"Demand Registration" has the meaning ascribed thereto in Section
2.2(a).
"Demand Request" has the meaning ascribed thereto in Section 2.2(a).
"Disadvantageous Condition" has the meaning ascribed thereto in
Section 2.4.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Excluded Registration" means a registration under the Securities Act
of (i) securities pursuant to one or more Demand Registrations pursuant to
Section 2.2 hereof, (ii) securities registered on Form S-8 under the Securities
Act or any similar successor form and (iii) securities registered to effect the
acquisition of or combination with another business entity.
"Holder" means (i) Chancellor LA, (ii) Chancellor Mezzanine and (iii)
any direct or indirect transferee of Chancellor LA or Chancellor Mezzanine who
shall agree to be bound by the terms of this Agreement.
"Person" or "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government or other agency or political
subdivision thereof.
3ykx04.DOC
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"Piggyback Registration" has the meaning ascribed thereto in Section
2.3(a).
"Purchase Agreement" means the Second Amended and Restated Stock
Purchase Agreement dated as of August ___, 1999, among the Issuer, Lamar Media
Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer
(formerly known as Lamar Advertising Company), Chancellor LA and Chancellor
Mezzanine.
"Registrable Securities" means, at any time, any shares of Common
Stock owned by the Holders, whether owned on the date hereof or acquired
hereafter; provided, however, that Registrable Securities shall not include any
shares of Common Stock (i) the sale of which has been registered pursuant to the
Securities Act and which shares have been sold pursuant to such registration or
(ii) which have been sold pursuant to Rule 144 of the Commission under the
Securities Act.
"Registration Expenses" means any and all expenses incident to
performance of or compliance with any registration of securities pursuant to
Article 2, including, without limitation, (i) all registration and filing fees,
(ii) all fees and expenses associated with filings required to be made with the
NASD (including, if applicable, the fees and expenses of any "qualified
independent underwriter" as such term is defined in Rule 2720(b)(15) of the NASD
Conduct Rules, and of its counsel), as may be required by the rules and
regulations of the NASD, (iii) fees and expenses of compliance with securities
or "blue sky" laws (including reasonable fees and disbursements of counsel in
connection with "blue sky" qualifications of the Registrable Shares), (iv)
rating agency fees, (v) printing expenses (including expenses of printing
certificates for the Registrable Shares in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by a holder of Registrable Shares), (vi) messenger and
delivery expenses, (vii) the Issuer's internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), (viii) the fees and expenses incurred in connection
with any listing of the Registrable Shares, (ix) fees and expenses of counsel
for the Issuer and its independent certified public accountants (including the
expenses of any special audit or "cold comfort" letters required by or incident
to such performance), (x) Securities Act liability insurance (if the Issuer
elects to obtain such insurance), (xi) the fees and expenses of any special
experts retained by the Issuer in connection with such registration, (xii) the
fees and expenses of other persons retained by the Issuer and (xiii) reasonable
fees and expenses of one firm of counsel for the Selling Holders (which shall be
selected by the Holders of a majority of the Registrable Securities being
included in any particular registration statement).
"Required Shelf Registration" has the meaning ascribed thereto in
Section 2.1.
"Rule 144" means Rule 144 (or any successor rule to similar effect)
promulgated under the Securities Act.
"Rule 145" means Rule 145 (or any successor rule to similar effect)
promulgated under the Securities Act.
"Rule 415 Offering" means an offering on a delayed or continuous
basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated
under the Securities Act.
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<PAGE>
"Securities Act" means the Securities Act of 1933, as amended.
"Seller Affiliates" has the meaning ascribed thereto in Section 2.8.
"Selling Holder" means any Holder who sells Registrable Securities
pursuant to a public offering registered hereunder.
"Shelf Registration" means the registration under the Securities Act
of a Rule 415 Offering.
"Shelf Registration Statement" means a registration statement
intended to effect a Shelf Registration.
"Shelf Termination Date" has the meaning ascribed thereto in Section
2.1(c).
SECTION 1.2 Internal References. Unless the context indicates otherwise,
references to Articles, Sections and paragraphs shall refer to the corresponding
articles, sections and paragraphs in this Agreement, and references to the
parties shall mean the parties to this Agreement.
ARTICLE 2
REGISTRATION RIGHTS
SECTION 2.1 Shelf Registration. At any time after the date that is
ten months from the date hereof, if requested by a Holder or Holders holding a
majority in interest of the Registrable Securities, as soon as practicable (but
in any event not more than 15 days) after such request, the Issuer shall prepare
and file with the Commission a Shelf Registration Statement on an appropriate
form that shall include all Registrable Securities, and which shall not include
any other securities (the "Required Shelf Registration"). The Issuer shall use
its reasonable best efforts to cause such Shelf Registration Statement to be
declared effective as soon as practicable after such request; provided, however,
that the Issuer shall have no obligation to cause such Shelf Registration
Statement to be declared effective on a date that is prior to the first
anniversary of this Agreement. Notwithstanding anything else contained in this
Agreement, the Issuer shall only be obligated to keep such Shelf Registration
Statement effective until the earliest of:
(a) (i) 12 months after the date such Shelf Registration Statement
has been declared effective, provided that such 12-month period shall be
extended by (1) the length of any period during which the Issuer delays in
maintaining the Shelf Registration Statement current pursuant to Section 2.4,
(2) the length of any period (in which such Shelf Registration Statement is
required to be effective hereunder) during which such Shelf Registration
Statement is not maintained effective, and (3) such number of days that equals
the number of days elapsing from (x) the date the written notice contemplated by
Section 2.6(e) below is given by the Issuer to (y) the date on which the Issuer
delivers to the Holders of Registrable Securities the supplement or amendment
contemplated by Section 2.6(e) below;
(b) such time as all Registrable Securities have been sold or
disposed of thereunder or sold, transferred or otherwise disposed of to a Person
that is not a Holder; and
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(c) such time as all securities owned by the Holders have ceased to
be Registrable Securities (the earliest of (a), (b) and (c) being the "Shelf
Termination Date").
The Required Shelf Registration shall not be counted as a Demand Registration
for purposes of Section 2.2 of this Agreement.
SECTION 2.2 Demand Registration.
(a) At any time after the date that is ten months from the date
hereof, upon written notice to the Issuer from a Holder or Holders holding a
majority in interest of the Registrable Securities (a "Demand Request")
requesting that the Issuer effect the registration under the Securities Act of
any or all of the Registrable Securities held by such requesting Holders, which
notice shall specify the intended method or methods of disposition of such
Registrable Securities, the Issuer shall prepare as soon as practicable and,
within 15 days after such request, file with the Commission a registration
statement with respect to such Registrable Securities and thereafter use its
reasonable best efforts to cause such registration statement to be declared
effective under the Securities Act for purposes of dispositions in accordance
with the intended method or methods of disposition stated in such request within
30 days after the filing of such registration statement; provided, however, that
the Issuer shall have no obligation to (i) cause such registration statement
filed pursuant to this Section 2.2 to be declared effective on a date that is
prior to the first anniversary of this Agreement or (ii) cause such registration
statement filed pursuant to this Section 2.2 to be declared effective during any
period during which a Shelf Registration Statement filed pursuant to Section 2.1
remains effective. Notwithstanding any other provision of this Agreement to the
contrary:
(i) the Holders may collectively exercise their Demand Request rights for
registration of their Registrable Securities under this Section
2.2(a) on not more than three occasions (any such registration being
referred to herein as a "Demand Registration");
(ii) the method of disposition requested by Holders in connection with any
Demand Registration may not, without the Issuer's written consent, be
a Rule 415 Offering;
(iii) the Issuer shall not be required to effect a Demand Registration
hereunder if all securities owned by the Holders have ceased to be
Registrable Securities; and
(iv) the Issuer shall not be required to effect more than one Demand
Registration during any 12 month period.
(b) Notwithstanding any other provision of this Agreement to the
contrary, a Demand Registration requested by Holders pursuant to this Section
2.2 shall not be deemed to have been effected, and, therefore, not requested and
the rights of each Holder shall be deemed not to have been exercised for
purposes of paragraph (a) above, (i) if such Demand Registration has not become
effective under the Securities Act or (ii) if such Demand Registration, after it
became effective under the Securities Act, was not maintained effective under
the Securities Act (including, without limitation, if it was interfered with by
any stop order, injunctions or other order or requirement the Commission or
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other governmental agency or court) for at least 30 days (or such shorter period
ending when all the Registrable Securities covered thereby have been disposed of
pursuant thereto) and, as a result thereof, the Registrable Securities requested
to be registered cannot be distributed in accordance with the plan of
distribution set forth in the related registration statement. The Holders shall
be deemed not to have exercised a Demand Request under Section 2.2 if the Demand
Registration related to such Demand Request is delayed or not effected in the
circumstances set forth in this clause (b).
(c) The Issuer shall have the right to cause the registration of
additional shares of Common Stock for sale for the account of the Issuer, but
not for the account of any other Person, in the registration of Registrable
Securities requested by the Holders pursuant to Section 2.2(a) above, provided,
that if such Holders are advised by the lead or managing underwriter referred to
in Section 2.2(e) that, in such underwriter's good faith view, all or a part of
such Registrable Securities and additional shares of Common Stock cannot be sold
or the inclusion of such Registrable Securities and additional shares of Common
Stock in such registration would be likely to have a material adverse effect on
the price, timing or distribution of the offering and sale of the Registrable
Securities and additional equity securities then contemplated, then the number
of securities that can, in the good faith view of such underwriter, be sold in
such offering without so materially adversely affecting such offering shall be
allocated first, pro rata among the requesting Holders on the basis of the
relative number requested to be included therein by each such Holder and then
second, to the Issuer. The Holders of the Registrable Securities to be offered
pursuant to paragraph (a) above may require that any such additional equity
securities be included by the Issuer in the offering proposed by such Holders on
the same conditions as the Registrable Securities that are included therein. If,
in the case of any registration pursuant to a Demand Request, the Holders making
such Demand Request are advised by the lead or managing underwriter referred to
in Section 2.2(e) that, in such underwriter's good faith view, all or a part of
such Registrable Securities cannot be sold or the inclusion of such Registrable
Securities in such registration would be likely to have a material adverse
effect on the price, timing or distribution of the offering and sale of the
Registrable Securities then contemplated, then such Holders will have the right,
within 15 days following such advice from such underwriter, to elect to
terminate such Demand Request, in which case the Holders shall be deemed not to
have exercised a Demand Request pursuant to Section 2.2 hereof.
(d) Within 10 days after delivery of a Demand Request by a Holder,
the Issuer shall provide a written notice to each Holder, advising such Holder
of its right to include any or all of the Registrable Securities held by such
Holder for sale pursuant to the Demand Registration and advising such Holder of
procedures to enable such Holder to elect to so include Registrable Securities
for sale in the Demand Registration as each such Holder may request. Any Holder
may, within 20 days of delivery to such Holder of a notice pursuant to this
Section 2.2(d), elect to so include such portion of its Registrable Securities
in the Demand Registration by written notice to such effect to the Issuer
specifying the number of Registrable Securities desired to be so included by
such Holder.
(e) In the event that any public offering pursuant to either Section
2.1 or 2.2 of this Agreement shall involve, in whole or in part, an underwritten
offering, the Holders of a majority of the Registrable Securities being included
in such underwritten offering shall have the right to designate an underwriter
or underwriters as the lead or managing underwriters of such underwritten
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offering; provided, that such selection shall be subject to the consent of the
Issuer, which consent shall not be unreasonably withheld or delayed.
SECTION 2.3 Piggyback Registrations.
(a) Each time the Issuer proposes to register any of its equity
securities (other than pursuant to an Excluded Registration) under the
Securities Act for sale to the public (whether for the account of the Issuer or
the account of any securityholder of the Issuer ) and the form of registration
statement to be used permits the registration of Registrable Securities, the
Issuer shall give prompt written notice to each Holder (which notice shall be
given not less than thirty (30) days prior to the effective date of the Issuer's
registration statement), which notice shall offer each such Holder the
opportunity to include any or all of its Registrable Securities in such
registration statement (a "Piggyback Registration"), subject to the limitations
contained in Section 2.3(b) below. Each Holder who desires to have its
Registrable Securities included in such registration statement shall so advise
the Issuer in writing (stating the number of Registrable Securities desired to
be registered) within 20 days after the date of such notice from the Issuer. Any
Holder shall have the right to withdraw such Holder's request for inclusion of
such Holder's Registrable Securities in any registration statement pursuant to
this Section 2.3 by giving written notice to the Issuer of such withdrawal.
Subject to Section 2.3(b) below, the Issuer shall include in such registration
statement all such Registrable Securities so requested to be included therein;
provided, however, that the Issuer may at any time withdraw or cease proceeding
with any such registration if it shall at the same time withdraw or cease
proceeding with the registration of all other equity securities originally
proposed to be registered.
(b) If the managing underwriter of an offering involving a request
for Piggyback Registration advises the Issuer in writing (with a copy to the
Holders requesting inclusion of their Registrable Securities) that, in such
underwriter's good faith view, the inclusion of any Registrable Securities
pursuant to Section 2.3(a) above would be likely to have a material adverse
effect on the price, timing or distribution of such offering, then (i) the
number of such Holder's or Holders' Registrable Securities to be included in the
registration statement for such offering may, subject to the provisions of the
immediately following sentence, be reduced to an amount which, in the judgment
of the managing underwriter, would no longer be likely to have a material
adverse effect on the price, timing or distribution of such offering or (ii) if
no such reduction would, in the judgment of the managing underwriter, eliminate
such likelihood of a material adverse effect on the price, timing or
distribution of such offering, then the Issuer may, subject to the provisions of
the immediately following sentence, exclude all such Registrable Securities from
such registration statement. Any reduction in the number of Registrable
Securities to be included in the registration statement for such offering
pursuant to the immediately preceding sentence shall be effected by the
inclusion in such registration statement of (A) first, (p) if such registration
was initiated by the Issuer for the sale of securities for its own account, any
and all securities for sale by the Issuer or (q) if such registration was
initiated by any other Person pursuant to the exercise of demand registration
rights, any and all securities for sale by such Person pursuant to such exercise
of demand registration rights, (B) second, any Registrable Shares requested to
be included in such registration, pro rata based on the ratio which such
Holder's requested Registrable Securities bears to the total number of
Registrable Securities requested to be included in such registration statement
by all Holders who have requested that their Registrable Securities be included
in such registration statement, and (C) third, pro rata among any other
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securities requested to be included in such registration by other Persons
pursuant to the exercise of contractual registration rights granted by the
Issuer. If as a result of the provisions of this Section 2.3(b) any Holder shall
not be entitled to include all Registrable Securities in a registration that
such Holder has requested to be so included, such Holder may withdraw such
Holder's request to include any Registrable Securities in such registration
statement. No Holder may participate in any registration statement hereunder
unless such Holder (x) agrees to sell such Holder's Registrable Securities on
the basis provided in any underwriting arrangements approved by the Issuer
relating to such registration statement and (y) completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements, and
other documents reasonably required under the terms of such underwriting
arrangements; provided, however, that no such Holder shall be required to make
any representations or warranties in connection with any such registration other
than representations and warranties as to (1) such Holder's ownership of its
Registrable Securities to be transferred free and clear of all liens, claims,
and encumbrances, (2) such Holder's power and authority to effect such transfer,
and (3) such matters pertaining to compliance with securities laws as may be
reasonably requested; provided further, however, that the obligation of such
Holder to indemnify pursuant to any such underwriting arrangements shall be
several, not joint and several, among such Holders selling Registrable
Securities, and the liability of each such Holder will be in proportion thereto,
and provided further that such liability will be limited to the net amount
received by such Holder from the sale of its Registrable Securities pursuant to
such registration statement.
SECTION 2.4 Certain Delay Rights. Notwithstanding any other provision
of this Agreement to the contrary, if at any time while the Required Shelf
Registration is effective the Issuer provides written notice to each Holder that
in the good faith and reasonable judgment of the Board of Directors of the
Issuer it would be materially disadvantageous to the Issuer (because the sale of
Registrable Securities covered by such registration statement or the disclosure
of information therein or in any related prospectus or prospectus supplement
would materially interfere with any acquisition, financing or other material
event or transaction in connection with which a registration of securities under
the Securities Act for the account of the Issuer is then intended or the public
disclosure of which at the time would be materially prejudicial to the Issuer (a
"Disadvantageous Condition")) for sales of Registrable Securities thereunder to
then be permitted, and setting forth the general reasons for such judgment, the
Issuer may refrain from maintaining current the prospectus contained in the
Shelf Registration Statement until such Disadvantageous Condition no longer
exists (notice of which the Issuer shall promptly deliver in writing to each
Holder). Furthermore, notwithstanding anything else contained in this Agreement,
with respect to any registration statement filed, or to be filed, pursuant to
Section 2.2 of this Agreement, if the Issuer provides written notice to each
Holder that in the good faith and reasonable judgment of the Board of Directors
of the Issuer it would be materially disadvantageous to the Issuer (because of a
Disadvantageous Condition) for such a registration statement to be maintained
effective, or to be filed and become effective, and setting forth the general
reasons for such judgment, the Issuer shall be entitled to cause such
registration statement to be withdrawn or the effectiveness of such registration
statement terminated, or, in the event no registration statement has yet been
filed, shall be entitled not to file any such registration statement, until such
Disadvantageous Condition no longer exists (notice of which the Issuer shall
promptly deliver in writing to each Holder). With respect to each Holder, upon
the receipt by such Holder of any such notice of a Disadvantageous Condition (i)
in connection with the Required Shelf Registration, such Holder shall forthwith
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discontinue use of the prospectus and any prospectus supplement under such
registration statement and shall suspend sales of Registrable Securities until
such Disadvantageous Condition no longer exists and (ii) in connection with the
Required Shelf Registration or the Demand Registration, as applicable, if so
directed by the Issuer by notice as aforesaid, such Holder will deliver to the
Issuer all copies, other than permanent filed copies then in such Holder's
possession, of the prospectus and prospectus supplements then covering such
Registrable Securities at the time of receipt of such notice as aforesaid.
Notwithstanding anything else contained in this Agreement, (x) neither the
filing nor the effectiveness of any registration statement under Section 2.2 of
this Agreement may be delayed for more than a total of 60 days pursuant to this
Section 2.4 and (y) the maintaining current of a prospectus (and the suspension
of sales of Registrable Securities) in connection with the Required Shelf
Registration may not be delayed under this Section 2.4 for more than a total of
60 days in any six-month period. If, in the case of any registration pursuant to
a Demand Request, the Issuer provides notice to the applicable Holders of a
Disadvantageous Condition, then such Holders will have the right, within 15 days
following such notice from the Issuer, to elect to terminate such Demand
Request, in which case the Holders shall be deemed not to have exercised a
Demand Request pursuant to Section 2.2 hereof.
SECTION 2.5 Expenses. Except as provided herein, the Issuer shall pay
all Registration Expenses with respect to each registration hereunder, whether
or not any registration statement becomes effective. Notwithstanding the
foregoing, (i) each Holder and the Issuer shall be responsible for its own
internal administrative and similar costs, which shall not constitute
Registration Expenses, (ii) each Holder shall be responsible for the legal fees
and expenses of its own counsel (except as provided in the definition of
Registration Expenses) and (iii) each Holder shall be responsible for all
underwriting discounts and commissions, selling or placement agent or broker
fees and commissions, and transfer taxes, if any, in connection with the sale of
securities by such Holder.
SECTION 2.6 Registration and Qualification. If and whenever the
Issuer is required to effect the registration of any Registrable Securities
under the Securities Act as provided in this Agreement, the Issuer shall as
promptly as practicable:
(a) prepare, file and cause to become effective a registration
statement under the Securities Act relating to the Registrable Securities to be
offered in accordance with the intended method of disposition thereof;
(b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities (i) in the case of the Required Shelf
Registration, until the Shelf Termination Date, (ii) in the case of a Demand
Registration or Piggyback Registration, for a period of not less than 180 days
(or such shorter period as is necessary for underwriters in an underwritten
offering to sell unsold allotments), provided, that such 180-day period shall be
extended for such number of days that equals the number of days elapsing from
(x) the date the written notice contemplated by paragraph (e) below is given by
the Issuer to (y) the date on which the Issuer delivers to the Holders of
Registrable Securities the supplement or amendment contemplated by paragraph (e)
below;
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(c) furnish to the Holders of Registrable Securities and to any
underwriter of such Registrable Securities (i) such number of conformed copies
of such registration statement and of each such amendment and supplement thereto
(in each case including all exhibits), (ii) such number of copies of the
prospectus included in such registration statement (including each preliminary
prospectus), in conformity with the requirements of the Securities Act, and
(iii) such documents incorporated by reference in such registration statement or
prospectus, as the Holders of Registrable Securities or such underwriter may
reasonably request in order to facilitate the disposition of the Registrable
Shares owned by such Holder or the sale of such securities by such underwriter
(it being understood that, subject to Section 2.4 of this Agreement and the
requirements of the Securities Act and applicable state securities laws, the
Issuer consents to the use of the prospectus and any amendment or supplement
thereto by each Holder of Registrable Securities and any underwriter of such
Registrable Securities in connection with the offering and sale of the
Registrable Shares covered by the registration statement of which such
prospectus, amendment or supplement is a part);
(d) in the case of any underwritten offering, furnish to each Selling
Holder and any underwriter of Registrable Securities an opinion of counsel for
the Issuer and a "cold comfort" letter signed by the independent public
accountants who have audited the financial statements of the Issuer included in
the applicable registration statement, in each such case covering substantially
such matters with respect to such registration statement (and the prospectus
included therein) and the related offering as are customarily covered in
opinions of issuer's counsel with respect thereto and in accountants' letters
delivered to underwriters in underwritten public offerings of securities and
such other matters as any such Selling Holder or underwriter may reasonably
request;
(e) promptly notify each Selling Holder and each underwriter of
Registrable Securities in writing (i) at any time when a prospectus relating to
a registration pursuant to this Agreement is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and (ii)
of any request by the Commission or any other regulatory body having
jurisdiction for any additional information or amendment or supplement to any
registration statement or other document relating to such offering, and in
either such case, at the request of any Selling Holder or underwriter, promptly
prepare and furnish to each Selling Holder and underwriter a reasonable number
of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
are made, not misleading;
(f) cause all such Registrable Securities covered by such
registration to be listed on each securities exchange and included for quotation
on each automated interdealer quotation system on which the Common Stock is then
listed or included for quotation;
(g) provide a CUSIP number for the Registrable Shares included in any
registration statement not later than the effective date of such registration
statement;
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(h) cooperate with each Selling Holder and each underwriter
participating in the disposition of Registrable Securities and their respective
counsel in connection with any filings required to be made with the NASD;
(i) during the period when a prospectus is required to be delivered
under the Securities Act, promptly file all documents required to be filed with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act;
(j) prepare and file with the Commission promptly any amendments or
supplements to such registration statement or prospectus which, in the opinion
of counsel for the Issuer or the managing underwriter, are required in
connection with the distribution of the Registrable Securities;
(k) advise each Selling Holder, promptly after it shall receive
notice or obtain knowledge thereof, of the issuance of any stop order by the
Commission suspending the effectiveness of any registration statement or the
initiation or threatening of any proceeding for such purpose and promptly use
its commercially reasonable efforts to prevent the issuance of any stop order or
to obtain its withdrawal at the earliest possible moment if such stop order
should be issued;
(l) use reasonable efforts to assist the Holders in the marketing of
Common Stock in connection with underwritten offerings hereunder (including
using reasonable efforts to have officers of the Issuer attend "road shows" and
analyst or investor presentations scheduled in connection with such
registration); and
(m) furnish for delivery in connection with the closing of any
offering of Registrable Securities pursuant to a registration effected pursuant
to this Agreement unlegended certificates representing ownership of the
Registrable Securities being sold in such denominations as shall be requested by
the Selling Holders or the underwriters.
SECTION 2.7 Underwriting; Due Diligence.
(a) If requested by the underwriters for any underwritten offering of
Registrable Securities pursuant to a registration requested under this Article
2, the Issuer shall enter into an underwriting agreement with such underwriters
for such offering, which agreement will contain such representations and
warranties by the Issuer and such other terms and provisions as are customarily
contained in underwriting agreements with respect to secondary distributions.
(b) In connection with the preparation and filing of each
registration statement registering Registrable Securities under the Securities
Act pursuant to this Article 2, the Issuer shall give the Holders of such
Registrable Securities and the underwriters, if any, and their respective
counsel and accountants, such reasonable and customary access to its books,
records and properties and such opportunities to discuss the business and
affairs of the Issuer with its officers and the independent public accounts who
have certified the financial statements of the Issuer as shall be necessary, in
the opinion of such Holders and such underwriters or their respective counsel,
to conduct a reasonable investigation within the meaning of the Securities Act;
provided that (i) each Holder and the underwriters and their respective counsel
and accountants shall have entered into a confidentiality agreement reasonably
acceptable to the Issuer and (ii) the Holders of such Registrable Securities and
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the underwriters and their respective counsel and accountants shall use their
reasonable best efforts to minimize the disruption to the Issuer's business and
coordinate any such investigation of the books, records and properties of the
Issuer and any such discussions with the Issuer's officers and accountants so
that all such investigations occur at the same time and all such discussions
occur at the same time.
SECTION 2.8 Indemnification.
(a) The Issuer agrees to indemnify and reimburse, to the fullest
extent permitted by law, each Selling Holder, and each of its employees,
advisors, agents, representatives, partners, officers, and directors and each
Person who controls such seller of Registrable Securities (within the meaning of
the Securities Act or the Exchange Act) and any agent or investment advisor
thereof (collectively, the "Seller Affiliates") against any and all losses,
claims, damages, liabilities, and expenses, joint or several (including, without
limitation, reasonable attorneys' fees and disbursements except as limited by
Section 2.8(c) below) based upon, arising out of, related to or resulting from
any untrue or alleged untrue statement of a material fact contained in any
registration statement, prospectus, or preliminary prospectus or any amendment
thereof or supplement thereto, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are made in reliance upon and in
strict conformity with information furnished in writing to the Issuer by such
Selling Holder or any Seller Affiliate for use therein or arise from such
Selling Holder's or any Seller Affiliate's failure to deliver a copy of the
registration statement or prospectus or any amendments or supplements thereto
after the Issuer has furnished such Selling Holder or Seller Affiliate with a
sufficient number of copies of the same. The reimbursements required by this
Section 2.8(a) will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.
(b) In connection with any registration statement in which a Selling
Holder is participating, each such Selling Holder will furnish to the Issuer in
writing such information and affidavits as the Issuer reasonably requests for
use in connection with any such registration statement or prospectus and, to the
fullest extent permitted by law, each such Selling Holder will indemnify the
Issuer and its directors and officers and each Person who controls the Issuer
(within the meaning of the Securities Act or the Exchange Act) against any and
all losses, claims, damages, liabilities, and expenses (including, without
limitation, reasonable attorneys' fees and disbursements except as limited by
Section 2.8(c) below) resulting from: (i) any untrue statement or alleged untrue
statement of a material fact contained in the registration statement,
prospectus, or any preliminary prospectus or any amendment thereof or supplement
thereto, or any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading, but
only to the extent that such untrue statement or alleged untrue statement or
omission or alleged omission is contained in any information or affidavit so
furnished in writing by such Selling Holder or any of its Seller Affiliates
specifically for inclusion in the registration statement; or (ii) such Selling
Holder's or any Seller Affiliate's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Issuer has furnished such Selling Holder or Seller Affiliate with a sufficient
number of copies of the same; provided, that the obligation to indemnify will be
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several, not joint and several, among such Selling Holders, and the liability of
each such Selling Holder will be in proportion to, and provided further that
such liability will be limited to, the net amount received by such Selling
Holder from the sale of Registrable Securities pursuant to such registration
statement; provided, however, that such Selling Holder shall not be liable in
any such case to the extent that, prior to the filing of any such registration
statement or prospectus or amendment thereof or supplement thereto, such Selling
Holder has furnished in writing to the Issuer information expressly for use in
such registration statement or prospectus or any amendment thereof or supplement
thereto which corrected or made not misleading information previously furnished
to the Issuer.
(c) Any Person entitled to indemnification hereunder will give prompt
written notice to the indemnifying party of any claim with respect to which it
seeks indemnification (provided that the failure to give such notice shall not
limit the rights of such Person except to the extent such failure prejudiced the
indemnifying party) and permit such indemnifying party to assume the defense of
such claim; provided, however, that any Person entitled to indemnification
hereunder shall have the right to employ separate counsel and to participate in
the defense of such claim, but the fees and expenses of such counsel shall be at
the expense of such Person unless (i) the indemnifying party has agreed to pay
such fees or expenses, (ii) the indemnifying party shall have failed to assume
the defense of such claim or (iii) in the reasonable opinion of counsel to such
indemnified party, a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim. If such defense is
not assumed by the indemnifying party as permitted hereunder, the indemnifying
party will not be subject to any liability for any settlement made by the
indemnified party without its consent (but such consent will not be unreasonably
withheld or delayed). If such defense is assumed by the indemnifying party
pursuant to the provisions hereof, such indemnifying party shall not settle or
otherwise compromise the applicable claim unless (A) such settlement or
compromise contains a full and unconditional release of the indemnified party or
(B) the indemnified party otherwise consents in writing. An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim will not
be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party, a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the reasonable fees and disbursements of such
additional counsel or counsels.
(d) Each party hereto agrees that, if for any reason the
indemnification provisions contemplated by Section 2.8(a) or Section 2.8(b) are
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to therein, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such losses,
claims, liabilities, or expenses (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party in connection with the actions which resulted in
the losses, claims, damages, liabilities or expenses as well as any other
relevant equitable considerations. The relative fault of such indemnifying party
and indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or indemnified party, and the parties' relative intent,
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knowledge, access to information and opportunity to correct or prevent such
statement or omission. The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 2.8(d) were determined by pro
rata allocation (even if the Holders or any underwriters or all of them were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this
Section 2.8(d). The amount paid or payable by an indemnified party as a result
of the losses, claims, damages, liabilities, or expenses (or actions in respect
thereof) referred to above shall be deemed to include any legal or other fees or
expenses reasonably incurred by such indemnified party in connection with
investigating or, except as provided in Section 2.8(c) above, defending any such
action or claim. Notwithstanding the provisions of this Section 2.8(d), no
Holder shall be required to contribute an amount greater than the dollar amount
by which the net proceeds received by such Holder with respect to the sale of
any Registrable Securities exceeds the amount of damages which such Holder has
otherwise been required to pay by reason of such statement or omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations in this Section 2.8(d) to contribute shall be several in proportion
to the amount of Registrable Securities registered by them and not joint.
If indemnification is available under this Section 2.8, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Section 2.8(a) and Section 2.8(b) without regard to the relative
fault of said indemnifying party or indemnified party or any other equitable
consideration provided for in this Section 2.8(d) subject, in the case of the
Holders, to the limited dollar amounts set forth in Section 2.8(b).
The indemnification and contribution provided for under this
Agreement shall be in addition to any liability which any party may otherwise
have to any other party and shall remain in full force and effect regardless of
any investigation made by or on behalf of the indemnified party or any officer,
director, or controlling Person of such indemnified party and will survive the
transfer of the Common Stock and the termination of this Agreement.
SECTION 2.9 Issuer's Existing Shelf Registration. The Issuer shall
use its reasonable best efforts to cause the Issuer's Shelf Registration
Statement which was filed by the Issuer prior to the date hereof (the "Existing
Shelf Registration Statement") to be amended to contain a provision for the
inclusion in such Shelf Registration Statement of shares for sale for the
account of stockholders of the Issuer. In the event that the Issuer, after the
expiration of the twelve month period immediately following the date hereof,
proposes to effect any offering under the Existing Shelf Registration Statement
(other than to effect the acquisition of or combination with another business
entity), it shall permit each Holder to include its Registrable Securities on
substantially the same terms and subject to substantially the same conditions
and limitations (including, but not limited to, indemnification provisions) as
would be the case in connection with a registration that is the subject of
Section 2.3 hereof. The Issuer will promptly file any prospectus supplements as
are necessary to reflect the inclusion in any such registration of any
Registrable Securities included in such registration by any Holder pursuant to
this Section 2.9.
13
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ARTICLE 3
MISCELLANEOUS
SECTION 3.1 Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
SECTION 3.2 Successors and Assigns. Whether or not an express
assignment has been made pursuant to the provisions of this Agreement,
provisions of this Agreement that are for the Holders' benefit as the holders of
any Common Stock are, except as otherwise expressly provided herein, also for
the benefit of, and enforceable by, all subsequent holders of such Common Stock,
except as otherwise expressly provided herein. This Agreement shall be binding
upon the Issuer, each Holder, and, except as otherwise expressly provided
herein, their respective heirs, devisees, successors and assigns.
SECTION 3.3 Duplicate Originals. All parties may sign any number of
copies of this Agreement. Each signed copy shall be an original, but all of them
together shall represent the same agreement.
SECTION 3.4 Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by the
Issuer and Holders representing a majority of the Registrable Securities then
held by all Holders.
SECTION 3.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if given) by hand delivery or telecopy, or by
any courier service, such as Federal Express, providing proof of delivery. All
communications hereunder shall be delivered to the respective parties at the
address or telecopy number set forth on the signature pages hereto (unless such
contact information in the case of the Holders is updated by written notice from
the affected Holder to the Issuer).
SECTION 3.6 Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision or portion
of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
SECTION 3.7 No Waiver. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
14
<PAGE>
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
SECTION 3.8 No Third Party Beneficiaries. Except as expressly
provided in Section 2.8; this Agreement is not intended to be for the benefit
of, and shall not be enforceable by, any Person who or which is not a party
hereto; provided, that, this Agreement is also intended to be for the benefit of
and is enforceable by each Holder.
SECTION 3.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS.
SECTION 3.10 Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
SECTION 3.11 Counterparts. This Agreement may be executed in
counterpart, each of which shall be deemed to be an original, but all of which,
taken together, shall constitute one and the same Agreement.
[THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]
15
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IN WITNESS WHEREOF, the Issuer and the Holders have caused this
Agreement to be duly executed as of the day and year first above written.
LAMAR ADVERTISING COMPANY
By: /s/ Keith Istre
--------------------------------
Name: Keith Istre
Title: Chief Financial Officer
Address:
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
Attention: Keith Istre
Fax: (225) 923-0658
<PAGE>
HOLDERS:
CHANCELLOR MEDIA CORPORATION OF LOS ANGELES
By: /s/ W. Schuyler Hansen
----------------------------------------
Name: W. Schuyler Hansen
Title: Sr. Vice President and Chief
Accounting Officer
Address:
1845 Woodall Rodgers Freeway
Suite 1300
Dallas, Texas 75201
Attention: General Counsel
Fax: (512) 340-7890
CHANCELLOR MEZZANINE HOLDINGS CORPORATION
By: /s/ W. Schuyler Hansen
----------------------------------------
Name: W. Schuyler Hansen
Title: Sr. Vice President and Chief
Accounting Officer
Address:
1845 Woodall Rodgers Freeway
Suite 1300
Dallas, Texas 75201
Attention: General Counsel
Fax: (512) 340-7890
