<PAGE> 1
As filed with the Securities and Exchange Commission on November 13, 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 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
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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] 333-39727
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 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 200,000 shares $31.41 $6,282,000 $1,903.64
- -----------------------------------------------------------------------------------------------------------------------------
</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 12, 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.
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. 333-39727) on November 7, 1997 (the "Earlier
Registration Statement"), which was declared effective on November 12, 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 November 12, 1997.
LAMAR ADVERTISING COMPANY
By:/s/ Kevin P. Reilly, Jr.
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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 12, 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>
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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 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>
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Exhibit 5.1
[PALMER & DODGE LLP LETTERHEAD]
November 13, 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 200,000
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, in
addition to the 1,000,000 shares of Class A Common Stock registered under the
Company's registration statement (File No. 333-39727).
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
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
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 12, 1997
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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 12, 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 12, 1997
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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 12, 1997
