<PAGE> 1
As filed with the Securities and Exchange Commission on November 7, 1997.
Registration No.
===========================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
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 Identification Number)
organization)
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)
------------------------
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
------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
------------------------
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. [ ]
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. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of each class of maximum maximum Amount of
securities Amount to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$0.001 par value per share 1,000,000 shares $33.75 $33,750,000 $10,227.27
- -----------------------------------------------------------------------------------------------------------------------------
</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
November 3, 1997 as reported on the consolidated tape for stocks
quoted on the Nasdaq National Market.
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.
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO CHANGE, COMPLETION OR AMENDMENT
WITHOUT NOTICE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE
PROSPECTUS IS DELIVERED IN FINAL FORM.
Subject to Completion, Dated November 7, 1997
1,000,000 Shares
LAMAR ADVERTISING COMPANY
Class A Common Stock
----------------------
This Prospectus relates to the offer and sale of up to 1,000,000
shares (the "Shares") of Class A Common Stock, $0.001 par value per share
("Class A Common Stock"), of Lamar Advertising Company (the "Company") by
existing stockholders of the Company (collectively, the "Selling
Stockholders"). The Shares will be offered to or through BT Alex. Brown
Incorporated who may act solely as agent or who may acquire Shares as
principal. The distribution of the Shares may be effected in one or more
transactions that may take place on the Nasdaq Stock Market ("Nasdaq"),
including block trades or ordinary broker's transactions, or through privately
negotiated transactions or sales to one or more brokers or dealers for resale
of such securities as principals, at market prices prevailing at the time of
sale, or otherwise at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage
fees, underwriting discounts or commissions may be paid by the Selling
Stockholders in connection with such sales. In connection with such sales, the
Selling Stockholders and BT Alex. Brown Incorporated and any participating
brokers, dealers or agents may be deemed "underwriters" as such term is defined
in the Securities Act of 1933, as amended (the "Securities Act") and the
commissions paid or discounts allowed to any of such underwriters, brokers,
dealers or agents, in addition to any profits received on resale of the Shares
as a principal, may be deemed to be underwriting discounts or commissions under
the Securities Act. See "SELLING STOCKHOLDERS" and "PLAN OF DISTRIBUTION."
The Class A Common Stock is quoted on The Nasdaq National Market under
the symbol "LAMR." On November 6, 1997, the last reported per share sale price
of Class A Common Stock was $34.00.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THE SHARES OF CLASS A COMMON STOCK OFFERED HEREBY.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO
ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, IN ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
----------------------
The date of this Prospectus is _____________, 1997.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SELLING STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
<PAGE> 4
THE COMPANY
Lamar Advertising Company is one of the largest and most experienced
owners and operators of outdoor advertising structures in the United States.
It conducts a business that has operated under the Lamar name since 1902. A
more complete description of the business of the Company and its recent
activities can be found in the documents listed in "INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE." The principal offices of the Company, a Delaware
corporation, are located at 5551 Corporate Boulevard, Baton Rouge, Louisiana
70808, and its telephone number at such offices is (504) 926-1000.
RECENT DEVELOPMENTS
On October 28, 1997, the Company announced that its net revenues and
operating cash flow ("EBITDA") for the third quarter of 1997 were $55.5 million
and $26.4 million, respectively, representing $23.6 million and $12.2 million
increases in net revenues and EBITDA, respectively, over the third quarter of
1996. The Company's net earnings for the third quarter of 1997 were $1.0
million as compared to $3.4 million for the same period in 1996. This decrease
is attributable to additional depreciation and amortization expense and
increased interest expense resulting from the Company's acquisition activity.
For the nine months ended September 30, 1997, the Company's net revenues, EBITDA
and net earnings were $143.4 million, $65.3 million and $3.9 million,
respectively, as compared to $90.7 million, $37.0 million and $7.7 million,
respectively, for the nine months ended September 30, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission")
relating to its business, financial statements and other matters. Reports and
proxy and information statements filed with the Commission as well as copies of
the Registration Statement, of which this Prospectus is a part, can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Midwest
Regional Office, 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661;
and Northeast Regional Office, Seven World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material can also be obtained at prescribed
rates from the public reference section of the Commission at its principal
office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549.
Such reports and other information can also be reviewed on the Commission's web
site (http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates in this Prospectus by reference the
following documents heretofore filed with the Commission pursuant to the
Exchange Act: (i) the Company's Annual Report on Form 10-K for the year ended
October 31, 1996; (ii) the Company's Quarterly Report on Form 10-Q for the
transition period ended December 31, 1996; (iii) the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1997 and June 30, 1997;
(iv) the Company's Current Reports on Form 8-K filed with the Commission on
November 15 and December 19, 1996 and February 10, April 14 (as amended on Form
8-K/A filed with the Commission on June 13), August 27 (as amended on Form
8-K/A filed with the Commission on October 27) and September 30, 1997; (v) the
financial statements appearing at pages F-19 through F-42 of the Company's
Registration Statement on Form S-3 (File No. 333-14789), which was declared
effective on November 21, 1996; and (vi) the description of the Class A Common
Stock contained in the Company's Registration Statement on Form 8-A filed with
the Commission on June 7, 1996, as amended by Form 8-A/A filed with the
Commission on July 31, 1996.
<PAGE> 5
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to termination of the offering made hereby shall be deemed to be
incorporated in this Prospectus by reference and to be a part hereof from the
respective dates of the filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the written or oral
request of any such person, a copy of any and all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents which are not specifically incorporated
by reference into such documents. Requests for such copies should be directed
to the executive offices of Lamar Advertising Company, 5551 Corporate
Boulevard, Baton Rouge, Louisiana 70808, Attention: Investor Relations,
telephone (504) 926-1000.
RISK FACTORS
In addition to the other information contained and incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the Shares offered hereby.
This Prospectus contains forward-looking statements concerning the
Company's operations, economic performance and financial condition. These
statements are based upon a number of assumptions and estimates that are
subject to significant uncertainties and contingencies, many of which are
beyond the control of the Company, and reflect future business decisions that
are subject to change. The following description of risk factors specifies the
principal contingencies and uncertainties to which the Company believes it is
subject. Some of these assumptions will not materialize and unanticipated
events may occur that may affect the Company's results of operations.
FLUCTUATIONS IN ECONOMIC AND ADVERTISING TRENDS
The Company relies on sales of advertising space for its revenues, and
its operating results are therefore affected by general economic conditions, as
well as trends in the advertising industry. A reduction in advertising
expenditures available for the Company's displays could result from a general
decline in economic conditions, a decline in economic conditions in particular
markets where the Company conducts business or a reallocation of advertising
expenditures to other available media by significant users of the Company's
displays.
POTENTIAL ELIMINATION OR REDUCTION OF TOBACCO ADVERTISING
Approximately 10% of the Company's outdoor advertising net revenues
and 8% of consolidated net revenues in fiscal 1996 came from the tobacco
products industry, compared to 9% of outdoor advertising net revenues for
fiscal 1995, 7% for fiscal 1994 and 1993, 12% for fiscal 1992 and 17% for
fiscal 1991. The percentage for the nine months ended September 30, 1997 on a
historical basis was approximately 9%, and on a pro forma basis giving effect
to the Company's recent acquisitions, was approximately 9%. Manufacturers of
tobacco products, principally cigarettes, were historically major users of
outdoor advertising displays. Beginning in 1992, the leading tobacco companies
substantially reduced their domestic advertising expenditures in response to
societal and governmental pressures and other factors. There can be no
assurance that the tobacco industry will not further reduce advertising
expenditures in the future either voluntarily or as a result of governmental
regulation or as to what affect any such reduction may have on the Company.
In June 1997 several of the major tobacco companies in the United
States and numerous state attorneys general reached agreement on a proposed
settlement of litigation between such parties. The terms of this proposed
settlement include a ban on all outdoor advertising of tobacco products
commencing nine months after
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finalization of the settlement. The settlement, however, is subject to
numerous conditions, the most notable of which is the enactment of legislation
by the federal government. At this time, it is uncertain when a definitive
settlement will be reached, if at all, or what the terms of any such settlement
will be. An elimination or reduction in billboard advertising by the tobacco
industry could cause an immediate reduction in the Company's outdoor
advertising revenues and may simultaneously increase the Company's available
inventory. An increase in available inventory could result in the Company
reducing its rates or limiting its ability to raise rates for some period of
time. If the tobacco litigation settlement were to be finalized in its current
form and if the Company were unable to replace revenues from tobacco
advertising with revenues from other sources, such settlement could have a
material adverse effect on the Company's results of operations. While the
Company believes that it would be able to replace a substantial portion of
revenues from tobacco advertising that would be eliminated due to such a
settlement with revenues from other sources, any replacement of tobacco
advertising may take time and require a reduction in advertising rates.
In addition, the states of Florida and Mississippi have entered into
separate settlements of litigation with the tobacco industry. These
settlements are not conditioned on federal government approval and provide for
the elimination of all outdoor advertising of tobacco products by February 1998
in such states. The Company operates approximately 4,200 outdoor advertising
displays in seven markets in Florida and approximately $1.4 million of its
approximately $17.0 million in net revenues in Florida for the fiscal year
ended October 31, 1996 were attributable to tobacco advertising. In addition,
the Company operates approximately 2,600 outdoor advertising displays in three
markets in Mississippi and approximately $0.6 million of its approximately $7.8
million in net revenues in Mississippi for the fiscal year ended October 31,
1996 were attributable to tobacco advertising. Further, the settlement of
tobacco-related claims and litigation in other jurisdictions may also adversely
affect outdoor advertising revenues.
REGULATION OF OUTDOOR ADVERTISING
The outdoor advertising business is subject to regulation by federal,
state and local governments. Federal law requires states, as a condition to
federal highway assistance, to restrict billboards on federally-aided primary
and interstate highways to commercial and industrial areas and imposes certain
additional size, spacing and other limitations on billboards. Some states have
adopted standards more restrictive than the federal requirements. Local
governments generally control billboards as part of their zoning regulations,
and some local governments prohibit construction of new billboards and
reconstruction of substantially damaged billboards or allow new construction
only to replace existing structures. In addition, some jurisdictions (including
certain of those within the Company's markets) have adopted amortization
ordinances under which owners and operators of outdoor advertising displays are
required to remove existing structures at some future date, often without
condemnation proceeds being available. Federal and corresponding state outdoor
advertising statutes require payment of compensation for removal by
governmental order in some circumstances. Ordinances requiring the removal of a
billboard without compensation, whether through amortization or otherwise, have
been challenged in various state and federal courts on both statutory and
constitutional grounds, with conflicting results. Although the Company has been
successful in the past in negotiating acceptable arrangements in circumstances
in which its displays have been subject to removal or amortization, there can
be no assurance that the Company will be successful in the future and what
effect, if any, such regulations may have on the Company's operations. In
addition, the Company is unable to predict what additional regulation may be
imposed on outdoor advertising in the future. Legislation regulating the
content of billboard advertisements has been introduced in Congress from time
to time in the past, although no laws which, in the opinion of management,
would materially and adversely affect the Company's business have been enacted
to date. Changes in laws and regulations affecting outdoor advertising at any
level of government may have a material adverse effect on the Company's results
of operations. See "-- Potential Elimination or Reduction of Tobacco
Advertising" for a discussion of recent developments concerning tobacco
advertising.
RESTRICTIVE COVENANTS IN DEBT INSTRUMENTS
The Company's credit facility with a syndicate of commercial banks
(the "Senior Credit Facility") and indentures relating to the Company's $255
million outstanding 9 5/8% Senior Subordinated Notes due 2006 and $200 million
outstanding 8 5/8% Senior Subordinated Notes due 2007 (the "Indentures")
contain covenants that
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restrict, among other things, the ability of the Company to dispose of assets,
incur or repay debt, create liens, and make certain investments. In addition,
the Senior Credit Facility requires the Company to maintain specified financial
ratios and levels including cash interest coverage, fixed charge coverage,
senior debt and total debt ratios. The ability of the Company to comply with
the foregoing restrictive covenants will depend on its future performance,
which is subject to prevailing economic, financial and business conditions and
other factors beyond the Company's control.
SUBSTANTIAL INDEBTEDNESS OF THE COMPANY
The Company presently has substantial indebtedness. As of September
30, 1997 the Company's indebtedness was approximately $529.4 million and the
Company had approximately $177.0 million available for borrowing under the
Senior Credit Facility (excluding the $75 million available under the facility
funded at the discretion of the lenders). Additionally, as of September 30,
1997, the Company had $3.6 million of Class A Preferred Stock, $638 par value
per share (the "Class A Preferred Stock"), outstanding which is entitled to a
cumulative preferential dividend of $364,903 annually. A substantial part of
the Company's cash flow from operations will be dedicated to debt service and
will not be available for other purposes. Further, if the Company's net cash
provided by operating activities were to decrease from present levels, the
Company could experience difficulty in meeting its debt service obligations
without additional financing. There can be no assurance that, in the event the
Company were to require additional financing, such additional financing would
be available or, if available, would be available on favorable terms. In
addition, any such additional financing may require the consent of lenders
under the Senior Credit Facility or holders of other debt of the Company.
Certain of the Company's competitors operate on a less leveraged basis and may
have greater operating and financial flexibility than the Company.
ACQUISITION AND GROWTH STRATEGY RISKS
The Company's growth has been enhanced materially by strategic
acquisitions that have substantially increased the Company's inventory of
advertising displays. One element of the Company's operating strategy is to
make strategic acquisitions in markets in which it currently competes as well
as in new markets. While the Company believes that the outdoor advertising
industry is highly fragmented and that significant acquisition opportunities
are available, there can be no assurance that suitable acquisition candidates
can be found, and the Company is likely to face competition from other outdoor
advertising companies for available acquisition opportunities. In addition, if
the prices sought by sellers of outdoor advertising displays continue to rise,
as management believes may happen, the Company may find fewer acceptable
acquisition opportunities. There can be no assurance that the Company will
have sufficient capital resources to complete acquisitions or be able to obtain
any required consents of its bank lenders or that acquisitions can be completed
on terms acceptable to the Company. In addition, the Company recently has
entered into the transit advertising business and, while the Company believes
that it will be able to utilize its expertise in outdoor advertising to operate
this business, it has had limited experience in transit advertising and there
is no assurance that it will be successful.
Since October 31, 1996, the Company has completed the acquisition of
15 complementary businesses. The process of integrating these businesses into
the Company's operations may result in unforeseen operating difficulties and
could require significant management attention that would otherwise be
available for the development of the Company's existing business. Moreover,
there can be no assurance that the Company will realize anticipated benefits
and cost savings or that any future acquisitions will be consummated.
COMPETITION
In addition to competition from other forms of media, including
television, radio, newspapers and direct mail advertising, the Company faces
competition in its markets from other outdoor advertising companies, some of
which may be larger and better capitalized than the Company. The Company also
competes with a wide variety of other out-of-home advertising media, the range
and diversity of which have increased substantially over the past several years
to include advertising displays in shopping centers, malls, airports, stadiums,
movie theaters and supermarkets, and on taxis, trains and buses. The Company
believes that its local orientation, including the maintenance of local
offices, has enabled it to compete successfully in its markets to date.
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However, there can be no assurance that the Company will be able to continue to
compete successfully against current and future sources of outdoor advertising
competition and competition from other media or that the competitive pressures
faced by the Company will not adversely affect its profitability or financial
performance. In its logo sign business, the Company currently faces competition
for state franchises from two other national logo sign providers as well as
local companies. Competition from these sources is encountered both when a
franchise is first privatized and upon renewal thereafter.
POTENTIAL LOSSES FROM HURRICANES
A significant portion of the Company's structures are located in the
mid-Atlantic and Gulf Coast regions of the United States. These areas are
highly susceptible to hurricanes during the late summer and early fall. In the
past, severe storms have caused the Company to incur material losses resulting
from structural damage, overtime compensation, loss of billboards that could
not legally be replaced and reduced occupancy because billboards are out of
service. The Company has determined that it is not economical to obtain
insurance against losses from hurricanes and other storms. The Company has
developed contingency plans to deal with the threat of hurricanes, including
plans for early removal of advertising faces to permit the structures to better
withstand high winds and the replacement of such faces after storms have
passed. As a result of these contingency plans, the Company has experienced
lower levels of losses from recent storms and hurricanes. Structural damage
attributable to Hurricane Andrew in 1992 was less than $500,000, and the
Company suffered no significant structural damage due to hurricanes in 1996 or
the first ten months of 1997. There can be no assurance, however, that the
Company's contingency plans will continue to be effective.
RISKS IN OBTAINING AND RETAINING LOGO SIGN FRANCHISES
Logo sign franchises represent a growing portion of the Company's
revenues and operating income. The Company cannot predict the number of
remaining states, if any, that will initiate logo sign programs or convert
state-run logo sign programs to privately operated programs. Competition for
new state logo sign franchises is intense and, even after a favorable award,
franchises may be subject to challenge under state contract bidding
requirements, resulting in delays and litigation costs. In addition, state
logo sign franchises are generally, with renewal options, ten to twenty-year
franchises subject to earlier termination by the state, in most cases upon
payment of compensation. Typically, at the end of the term of the franchise,
ownership of the structure is transferred to the state without compensation to
the Company. Although none of the Company's logo sign franchises is due to
terminate in the next two years, three are subject to renewal during that
period. There can be no assurance that the Company will be successful in
obtaining new logo sign franchises or renewing existing franchises.
Furthermore, following the receipt by the Company of a new state logo sign
franchise, the Company generally incurs significant start-up capital
expenditures and there can be no assurance that the Company will continue to
have access to capital to fund such expenditures.
RELIANCE ON KEY EXECUTIVES
The Company's success depends to a significant extent upon the
continued services of its executive officers and other key management and sales
personnel, in particular Kevin P. Reilly, Jr., the Company's Chief Executive
Officer, the Company's six regional managers and the manager of its logo sign
business. Although the Company believes it has incentive and compensation
programs designed to retain key employees, the Company has no employment
contracts with any of its employees, and none of its executive officers are
bound by non-compete agreements. The Company does not maintain key man
insurance on its executives. The unavailability of the continuing services of
any of its executive officers and other key management and sales personnel
could have an adverse effect on the Company's business.
CONTROLLING STOCKHOLDER
The Reilly Family Limited Partnership (the "RFLP"), of which Kevin P.
Reilly, Jr., the Company's Chief Executive Officer, is the managing general
partner, beneficially owns shares of the Company's common stock (the "Common
Stock") having approximately 87% of the total voting power of the Common Stock.
As a result, Mr. Reilly, or his successor as managing general partner, will
effectively be able to control the outcome
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of matters requiring a stockholder vote, including electing directors, adopting
or amending certain provision's of the Company's certificate of incorporation
and by-laws and approving or preventing certain mergers or other similar
transactions, such as a sale of substantially all the Company's assets
(including transactions that could give holders of the Company's Class A Common
Stock the opportunity to realize a premium over the then-prevailing market
price for their shares). In addition, upon sale of all the Shares offered
hereby, the Company's officers, directors and their respective affiliates other
than the RFLP, will beneficially own shares of the Company's Common Stock
having approximately 2.7% of the total voting power of the Company's Common
Stock. Therefore, purchasers of the Class A Common Stock offered hereby will
become minority stockholders of the Company and will be unable to control the
management or business policies of the Company. Moreover, subject to
contractual restrictions and general fiduciary obligations, the Company is not
prohibited from engaging in transactions with its management and principal
stockholders, or with entities in which such persons are interested. The
Company's certificate of incorporation does not provide for cumulative voting
in the election of directors and, as a result, the controlling stockholders can
elect all the directors if they so choose.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's certificate of incorporation and
by-laws may have the effect of discouraging a third party from making an
acquisition proposal for the Company and thereby inhibiting a change in control
of the Company in circumstances that could give the holders of the Class A
Common Stock the opportunity to realize a premium over the then-prevailing
market price of such stock. Such provisions may also adversely affect the
market price of the Class A Common Stock. For example, the Company's
certificate of incorporation authorizes the issuance of "blank check" preferred
stock (the "Preferred Stock") with such designations, rights and preferences as
may be determined from time to time by the Board of Directors. In the event of
issuance, such Preferred Stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the
company. In addition, the issuance of Preferred Stock may adversely affect the
voting and dividend rights, rights upon liquidation and other rights of the
holders of Common Stock (including the purchasers of Class A Common Stock
hereby). Although the company has no present intention to issue any shares of
such Preferred Stock, the Company retains the right to do so in the future.
Furthermore, the Company is subject to Section 203 of the Delaware General
Corporation Law. The existence of this provision, as well as the control of
the Company by the RFLP, would be expected to have an anti- takeover effect,
including possibly discouraging takeover attempts that might result in a
premium over the market price for the shares of Class A Common Stock.
VOLATILITY OF STOCK PRICE
From time to time, there may be significant volatility in the market
price for the Class A Common Stock of the Company. Quarterly operating results
of the Company, changes in earnings estimates by analysts, changes in general
conditions in the Company's industry or the economy or the financial markets or
other developments affecting the Company could cause the market price of the
Class A Common Stock to fluctuate substantially. In addition, in recent years
the stock market has experienced significant price and volume fluctuations.
This volatility has had a significant effect on the market price of securities
issued by many companies for reasons unrelated to their operating performance.
ABSENCE OF DIVIDENDS
The Company does not anticipate paying dividends on its Common Stock
in the foreseeable future. In addition, as stated above, the Senior Credit
Facility and the Indentures each place limitations on the Company's ability to
pay dividends and make other distributions on its Common Stock, and the
Company's Class A Preferred Stock is entitled to preferential dividends before
any dividends may be paid on the Common Stock.
6
<PAGE> 10
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares.
SELLING STOCKHOLDERS
All of the Shares offered hereby are being offered by the Selling
Stockholders. The following table sets forth the name of each Selling
Stockholder and the number of Shares owned by each such holder:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING
------------------- --------------------
Percent of Shares Percent of
Number Outstanding Being Number Outstanding
of Shares Shares Offered of Shares Shares
--------- ---------- ------- --------- ------------
<S> <C> <C> <C> <C> <C>
Charles W. Lamar, III 4,236,657(1) 22.7% 395,000 3,841,657 20.6%
Mary Lee Lamar Dixon 1,938,485(2) 10.4% 200,000 1,738,485 9.3%
Robert B. Switzer 643,635(3) 3.5% 100,000 543,635 2.9%
John L. Switzer, Jr. 594,956(4) 3.2% 100,000 494,956 2.7%
Charles L. Switzer 546,275(5) 2.9% 100,000 446,275 2.4%
Baton Rouge Area Foundation 265,340 1.4% 75,000 190,340 1.0%
Allison J. Lamar 244,306 1.3% 30,000 214,306 1.2%
- -----------------------
</TABLE>
(1) Includes 1,323,275 shares held in trust for Mr. Lamar's children
(20,000 of which are being offered hereby), as to which Mr. Lamar
disclaims beneficial ownership, and 75,000 shares held in a charitable
remainder trust (all of which are being offered hereby), as to which
Mr. Lamar is the beneficial owner.
(2) Includes 545,214 shares held in trust, of which LaBanc & Co. is the
nominee of the trustee, for the benefit of Mrs. Dixon, as to which
Mrs. Dixon disclaims beneficial ownership, and 1,100,000 shares of
Class A Stock held by the Mary Lee Lamar Dixon Family LLC, as to which
Mrs. Dixon is deemed the beneficial owner.
(3) Includes 10,000 shares held in a charitable remainder trust (all of
which are being offered hereby) and 543,635 shares held in a family
limited partnership as to which Mr. Switzer is the beneficial owner.
(4) Includes 5,000 shares held in a charitable remainder trust (all of
which are being offered hereby) and 494,956 shares held in a family
limited partnership as to which Mr. Switzer is the beneficial owner.
(5) Includes 15,000 shares held in a charitable remainder trust (all of
which are being offered hereby) and 446,275 shares held in a family
limited partnership as to which Mr. Switzer is the beneficial owner.
Charles W. Lamar, III is General Counsel, Secretary, and a director of
the Company. Mary Lee Lamar Dixon is Mr. Lamar's sister and Allison J. Lamar
is Mr. Lamar's daughter. Robert B. Switzer is Vice President, Operations of
the Company. John L. and Charles L. Switzer are Mr. Switzer's brothers. The
Lamars and Switzers are cousins.
PLAN OF DISTRIBUTION
The Shares will be offered to or through BT Alex. Brown Incorporated,
as Placement Agent, who may act as agent, or who may acquire the Shares as
principal. The distribution of the Shares through BT Alex. Brown Incorporated
may be effected in one or more transactions that may take place on Nasdaq,
including block trades or ordinary broker's transactions, or through privately
negotiated transactions or sales to one or more brokers or dealers for resale
of such securities as principals, or otherwise at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. Usual and customary or specifically negotiated brokerage
fees or commissions may be paid by the Selling Stockholders in connection with
such sales. In connection with such sales, the Selling Stockholders and any
participating brokers or dealers may be deemed "underwriters" as such term is
defined in the Securities Act and the commissions paid or discounts allowed to
any of such underwriters, brokers, dealers or agents, in addition to any
profits received on resale of the Shares if any such underwriters, brokers,
dealers or agents should purchase any Shares as a principal, may be deemed to
be underwriting discounts or commissions under the Securities Act.
7
<PAGE> 11
The Selling Stockholders have agreed to bear all normal and reasonable
costs (other than costs, fees, discounts or expenses of underwriters) in
connection with the registration of the Shares under the Securities Act for
sale by the Selling Stockholders, compliance with applicable state securities
or Blue Sky laws, and listing the Shares on Nasdaq, estimated to be $20,000 in
the aggregate.
The Company has agreed to indemnify the Selling Stockholders and BT
Alex. Brown Incorporated from certain damages or liabilities arising out of or
based upon any untrue statement of a material fact contained in, or material
omission from, the Registration Statement, except to the extent such untrue
statement or omission was made in the Registration Statement in reliance upon
written information furnished by the Selling Stockholders. BT Alex. Brown
Incorporated may have other business relationships with the Company and its
affiliates in the ordinary course of business.
LEGAL MATTERS
The validity of the Shares offered hereby have been passed upon for
the Company by Palmer & Dodge LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Lamar Advertised Company and
Subsidiaries as of October 31, 1995 and 1996, and for each of the years in the
three-year period ended October 31, 1996 have been incorporated by reference
herein and in the Registration Statement in reliance upon the report of KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.
The consolidated financial statements of Outdoor East, L.P. as of
December 31, 1994 and 1995 and for each of the years in the three-year period
ended December 31, 1995 have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of FKM Advertising Co., Inc., as
of December 31, 1994 and 1995 and for each of the years then ending have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of McGrail, Merkel, Quinn and Associates, independent certified
public accountants, incorporated by reference herein and upon the authority of
said firm as experts in accounting and auditing.
The consolidated balance sheets of Penn Advertising, Inc. and
subsidiaries as of December 31, 1996 and 1995 and the related consolidated
statements of income and accumulated deficit and cash flows for the years then
ended have been incorporated by reference herein and in the Registration
Statement in reliance upon the report of Philip R. Friedman and Associates,
independent certified public accountants, incorporated by reference herein and
upon the authority of said firm as experts in accounting and auditing.
The statement of assets acquired and liabilities assumed as of August
14, 1997, and the related statement of revenues and expenses for the years
ended December 31, 1996 and 1995 of the National Advertising Company - Lamar
Acquisition, incorporated by reference in this prospectus, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
8
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the offering of the Shares will be borne
by the Selling Stockholder and are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . $ 10,227
Legal fees and expenses . . . . . . . . . . . . . 7,500
Miscellaneous expenses . . . . . . . . . . . . . . 2,273
-----
Total . . . . . . . . . . . . . . . . . . . . $ 20,000
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law grants the
registrant the power to indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, or is or was serving at the request of the registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, provided, however, no indemnification shall be made in connection
with any proceeding brought by or in the right of the registrant where the
person involved is adjudged to be liable to the registrant except to the extent
approved by a court.
The registrant's By-laws provide that any person who is made a party
to any action or proceeding because such person is or was a director or officer
of the registrant will be indemnified and held harmless against all claims,
liabilities and expenses, including those expenses incurred in defending a
claim and amounts paid or agreed to be paid in connection with reasonable
settlements made before final adjudication with the approval of the Board of
Directors, if such person has not acted, or in the judgement or the
shareholders or directors of the registrant has not acted, with willful or
intentional misconduct. The indemnification provided for in the registrant's
By-laws is expressly not exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law.
The registrant's Certificate of Incorporation (the "Certificate")
provides that directors of the registrant will not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty
as a director, whether or not an individual continues to be a director at the
time such liability is asserted, except for liability (i) for any breach of the
director's duty of loyalty to the registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper
personal benefit.
The Company carries Directors' and Officers' insurance which covers
its directors and officers against certain liabilities they may incur when
acting in their capacity as directors or officers of the Company.
II-1
<PAGE> 13
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form S-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means
of a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form S-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
S-3.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
II-2
<PAGE> 14
the Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 15
hereof, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 15
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 November 6, 1997.
LAMAR ADVERTISING COMPANY
By:/s/ Kevin P. Reilly, Jr.
-------------------------------
Kevin P. Reilly, Jr., President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising
Company hereby severally constitute and appoint each of Kevin P. Reilly, Jr.
and Keith A. Istre our true and lawful attorneys, with full power to them in
any and all capacities, to sign any amendments to this Registration Statement
on Form S-3 (including pre- and post-effective amendments), and any related
Rule 462(b) registration statement or amendment thereto, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
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 November 6, 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
- -----------------------------
Dudley W. Coates
/s/ Charles W. Lamar Director
- -----------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director
- -----------------------------
Gerald H. Marchand
Director
- -----------------------------
Jack S. Rome, Jr.
Director
- -----------------------------
William R. Schmidt
/s/ T. Everett Stewart, Jr. Director
- -----------------------------
T. Everett Stewart, Jr.
</TABLE>
<PAGE> 16
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 and Outdoor
East, L.P. Filed herewith.
23.2 Consent of McGrail, Merkel, Quinn and Associates, independent accountants of FKM Advertising Co., Inc.
Filed herewith.
23.3 Consent of Philip R. Friedman & Associates, independent accountants of Penn Advertising, Inc. Filed
herewith.
23.4 Consent of Coopers & Lybrand L.L.P., independent accountants of National Advertising Company - Lamar
Acquisition. Filed herewith.
23.5 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>
<PAGE> 1
Exhibit 5.1
[PALMER & DODGE LLP LETTERHEAD]
November 6, 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 under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to the registration of 1,000,000 shares (the
"Shares") of the Company's Class A Common Stock, $0.001 par value, offered for
sale by certain stockholders of the Company listed therein.
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. 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 Shares have
been duly authorized and validly issued and are fully paid and nonassessable.
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
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of Lamar Advertising Company:
We consent to the use of our reports 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
November 4, 1997
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in this Prospectus.
/s/ McGrath Merkel Quinn & Associates
Scranton, Pennsylvania
November 4, 1997
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation 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,
1996 and 1995 and for each of the two 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 and Associates
York, Pennsylvania
November 4, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated October 17, 1997 on our audit of the National
Advertising Company - Lamar Acquisition statement of assets acquired and
liabilities assumed as of August 14, 1997 and the related statement of revenues
and expenses for the years ended December 31, 1996 and 1995, which report is
included in the Lamar Advertising Company's Form 8-K/A dated October 27, 1997.
We also consent to the reference to our firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
Chicago, Illinois
November 7, 1997
