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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
OCTOBER 17, 1996
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-20833 72-1205791
(State or other jurisdiction (Commission File (IRS Employer
of incorporation Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(504) 926-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 17, 1996, Lamar Advertising Company ("Lamar") announced that
it has commenced a tender offer for all of its $100 million in outstanding 11%
Senior Secured Notes due May 15, 2003 (the "Notes"), together with a consent
solicitation to effect certain amendments to the indenture under which the
Notes were issued. The Company intends to pay the aggregate consideration due
in connection with the tender offer and consent solicitation and the purchase
price of certain pending acquisitions with public offerings of its Class A
Common Stock and senior subordinated debt securities and borrowings under an
expanded bank credit facility. Lamar hereby incorporates by reference the
contents of its press release dated October 17, 1996 filed as Exhibit 99.1 to
this report.
ITEM 7. EXHIBITS
99.1 Press release dated October 17, 1996. Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 25, 1996 LAMAR ADVERTISING COMPANY
By: /s/ Keith Istre
---------------------------
Keith Istre
Chief Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.1 Press release dated October 17, 1996. Filed herewith.
</TABLE>
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LAMAR ADVERTISING COMPANY COMMENCES TENDER OFFER AND CONSENT SOLICITATION FOR
11% SENIOR SECURED NOTES
BATON ROUGE -- (BUSINESS WIRE) -- October 17, 1996 -- Lamar Advertising
Company announced today that it has commenced a tender offer for all of its
$100,000,000 in outstanding 11% Senior Secured Notes due May 15, 2003, together
with a consent solicitation to effect certain amendments to the indenture under
which the Notes were issued.
The tender offer price is calculated based upon a yield to the earliest
redemption date of the Notes equal to 100 basis points over the yield on the
6-1/8% U.S. Treasury Note due May 15, 1998 as of 2:00 p.m., New York City time,
on the third business day immediately preceding the expiration date of the
tender offer, less a payment of $5.00 per $1,000 principal amount of Notes
validly tendered, which is equal to the consent payment referred to below. For
illustration purposes only, if calculated based on a yield on October 16, 1996
on the referenced U.S. Treasury Note, the tender offer yield and purchase price
per $1,000 Note for settlement on October 22, 1996 would be 6.83% and
$1,109.27, respectively. Such purchase price includes a $5.00 per $1,000 Note
consent payment. In conjunction with the tender offer, Lamar is soliciting
consents to effect certain amendments to the Note indenture, including the
elimination of substantially all of the restrictive covenants, the release of
subsidiaries of Lamar from their obligations as guarantors of the Notes and the
release of the collateral securing the Notes. Holders of outstanding Notes who
provide consents to the proposed amendments pursuant to the terms of the
consent solicitation will receive a consent payment equal to $5.00 per $1,000
principal amount of Notes. Smith Barney Inc. is dealer manager for the tender
offer and consent solicitation, and MacKenzie Partners Inc. is the information
agent.
The tender offer expires at 12:00 midnight, New York City time, on
November 15, 1996, unless extended. To receive a consent payment, holders must
provide their consents to the proposed amendments by the date that is one
business day following the announcement (by press release) of the occurrence of
the "consent achievement date." The consent achievement date will be October
30, 1996, if on such date the company has received consents to the proposed
amendments from holders representing a majority in principal amount of the
outstanding Notes (as is necessary under the indenture for the proposed
amendments to become effective), or such later date on which the company first
receives consents from holders representing a majority in principal amount of
the outstanding Notes.
Lamar intends to pay the aggregate consideration due in connection with
the tender offer and consent solicitation with credit facility borrowings, the
net proceeds of private or public debt or equity issuances or with some
combination of these forms of financing. In this connection, the company is
negotiating a new bank credit agreement which would increase the bank lending
commitment from approximately $75 million to between $200 million and $250
million and may provide for additional borrowing. Lamar is also planning to
issue $200 million to $250 million of new debt securities, which would be
subordinated to borrowings under the new credit agreement. Additionally, the
company is planning to raise between $65 million and $85 million through sales
of its Class A Common Stock. Public offers of such debt and
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equity securities would only be made by means of a prospectus. In addition to
financing the tender offer and consent solicitation, the company intends to use
any proceeds from such sources to pay the purchase price of the previously
announced acquisitions of FKM Advertising Co., Inc. for approximately $40
million and Outdoor East, L.P. for approximately $60 million. Lamar intends to
use remaining amounts for future acquisitions, including a possible acquisition
currently being negotiated which is somewhat larger than the Outdoor East
acquisition.
CONTACT: Lamar Advertising Company
Keith Istre, (504) 926-1000
or
MacKenzie Partners Inc.
Mark H. Harnett, (212) 929-5877
or
Smith Barney Inc.
Paul Galant, (800) 655-4811
