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As filed with the Securities and Exchange Commission on September 10, 1997.
Registration No.
======================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 72-1205791
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(504) 926-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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KEVIN P. REILLY, JR.
Chairman, President and Chief Executive Officer
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(504) 926-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
STANLEY KELLER, ESQ. R. W. SMITH, JR.
Palmer & Dodge LLP Piper & Marbury L.L.P.
One Beacon Street Charles Center South
Boston, Massachusetts 02108 36 South Charles Street
(617) 573-0100 Baltimore, Maryland 21201
(410) 539-2530
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-35081
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed
Title of each class of securities Amount to be offering price per maximum aggregate Amount of
to be registered registered share(1) offering price (1) registration fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $0.001 157,985 shares $26.50 $4,186,603 $1,268.67
par value per share
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) and based upon the prices on
September 5, 1997 as reported on the consolidated tape for stocks quoted
on the Nasdaq National Market.
(2) These shares are in addition to the 800,000 shares registered pursuant to
Registration Statement No. 333-35081 for which a filing fee of $6,463.03
was paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) of the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Registration No. 333-35081) filed by Lamar Advertising Company (the
"Company") on September 8, 1997 (the "Earlier Registration Statement"), which
was declared effective on September 9, 1997, are incorporated herein by
reference. The form of prospectus contained in the Earlier Registration
Statement will reflect the aggregate amount of securities registered in this
Registration Statement and the Earlier Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on
September 10, 1997.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly, Jr.
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Kevin P. Reilly, Jr., President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on September 10, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal Executive Officer
- -------------------------
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal Financial and Accounting Officer
- -------------------------
Keith A. Istre
Director
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Dudley W. Coates
/s/ Charles W. Lamar, III Director
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Charles W. Lamar, III
/s/ Gerald H. Marchand Director
- -------------------------
Gerald H. Marchand
Director
- -------------------------
Jack S. Rome, Jr.
</TABLE>
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<TABLE>
<CAPTION>
<S> <C>
Director
- -----------------------------
William R. Schmidt
/s/ T. Everett Stewart, Jr. Director
- -----------------------------
T. Everett Stewart, Jr.
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
SEQUENTIAL
NO. DESCRIPTION
---------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Registrant. Previously filed as
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File No. 333-05479), and
incorporated herein by reference.
4.2 By-Laws of the Registrant, as amended. Previously filed as Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-05479), and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP. Filed herewith.
23.1 Consent of KPMG Peat Marwick LLP, independent accountants of Lamar Advertising Company.
Filed herewith.
23.2 Consent of Philip R. Friedman & Associates, independent accountants of Penn Advertising, Inc.
Filed herewith.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
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Exhibit 5.1
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
September 10, 1997
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by Lamar Advertising
Company (the "Company") with the Securities and Exchange Commission pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, on or about the date
hereof. The Registration Statement relates to the registration of 157,985 shares
(the "Class A Shares") of the Company's Class A Common Stock, $0.001 par value,
offered for sale by a certain stockholder of the Company listed therein, in
addition to the 800,000 shares of Class A Common Stock registered under the
Company's registration statement (File No. 333-35081).
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of the shares of Class
B Common Stock, $0.001 par value (the "Class B Shares"), which will convert into
the Class A Shares and the authorization of such Class A Shares. We have
examined all such documents as we consider necessary to enable us to render this
opinion.
Based upon the foregoing, we are of the opinion that the Class B Shares
have been duly authorized and validly issued and are fully paid and
nonassessable, and that the Class A Shares have been duly authorized and, upon
conversion of the Class B Shares in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters."
Very truly yours,
/s/ Palmer & Dodge LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in this Prospectus.
/s/ KPMG Peat Marwick LLP
New Orleans, Louisiana
September 10, 1997
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Lamar Advertising Company of our report dated May 13, 1997, on our
audits of the consolidated financial statements of Penn Advertising, Inc. as of
December 31, 1995 and 1996 and for each of the three years in the period ended
December 31, 1996, which report is included in Lamar Advertising Company's
Form 8-K/A filed with the Securities and Exchange Commission on June 13, 1997.
We also consent to the reference to our firm under the caption "Experts" in this
Registration Statement.
/s/ Philip R. Friedman & Associates
York, Pennsylvania
September 10, 1997
