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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
FEBRUARY 10, 1997
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 February 10, 1997, Lamar Advertising Company (the "Company")
announced that it had entered into a definitive agreement to purchase all of
the outstanding capital stock of Penn Advertising, Inc. for a cash purchase
price of approximately $167 million. The Company hereby incorporates by
reference the contents of its press release dated February 10, 1997, filed as
Exhibit 99.1 to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated February 10, 1997. 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: February 10, 1997 LAMAR ADVERTISING COMPANY
By: /s/ Keith A. Istre
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Keith A. Istre
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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99.1 Press Release dated February 10, 1997. Filed herewith.
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LAMAR ADVERTISING COMPANY
5551 Corporate Boulevard
Baton Rouge, LA 70808
Company Contact: Keith A. Istre
Chief Financial Officer
(504) 926-1000
Date: February 10, 1997
LAMAR ADVERTISING COMPANY
LAMAR ADVERTISING ANNOUNCES AGREEMENT TO ACQUIRE PENN ADVERTISING, INC.
Baton Rouge, LA -- Monday, February 10, 1997 -- Lamar Advertising Company
(Nasdaq: LAMR), a leading outdoor advertising company, today announced that it
has signed a definitive agreement to acquire all of the outstanding stock of
Penn Advertising, Inc. at a cash purchase price of approximately $167 million.
In this latest acquisition, Lamar will acquire approximately 8,429 displays
located in the Eastern and Northeastern United States. The transaction is
subject to customary closing conditions, including required regulatory
approvals.
Penn Advertising, Inc. operates in nine markets throughout the states of
Pennsylvania, New York and Maryland. The markets are Erie, PA, Altoona, PA,
Reading, PA, Williamsport, PA York/Lancaster, PA, Baltimore, MD, Syracuse, NY,
Buffalo, NY and Rochester, NY.
Penn Advertising, Inc. is majority owned by an institutional fund managed by an
affiliate of Trust Company of the West, an asset management company based in
Los Angeles, California. The remaining interests are being sold by Penn
management and Appleton, Inc. of York, Pennsylvania. At closing, approximately
$50 million of the sale proceeds will be applied by the Penn shareholders to
repay all outstanding debt of Penn Advertising, Inc.
According to Kevin P. Reilly, Jr., president and chief executive officer of
Lamar, "Penn Advertising further enhances our Eastern and Northeastern presence
by expanding our initial presence into Pennsylvania that began with the recent
acquisition of FKM Advertising and introduces Lamar to the bordering states of
Maryland and New York."
Lamar's operating emphasis focuses on markets with a media industry ranking
based on population between 50th and 250th in size. As such, the Company may
consider a sale or exchange for like kind property of one or more of the larger
Penn markets.
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Page Two
Lamar Advertising Company is an owner and operator of outdoor advertising
structures with 41 primary markets in 15 Southeastern, Midwestern and
mid-Atlantic states. Lamar also operates the largest logo sign business in the
United States with 61,000 logo advertising displays in 18 of the 22 states that
currently have privatized logo programs and the province of Ontario, Canada.
Lamar has also recently expanded into the transit advertising business, which
includes advertising on bus shelters, buses and benches.
For additional information contact:
Keith A. Istre
Chief Financial Officer
Baton Rouge, Louisiana
(504) 926-1000
**
