<PAGE> 1
Information herein is subject to completion or amendment.
Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-50559 and 333-52581
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 28, 1998
AND PROSPECTUS DATED MAY 18, 1998) SUBJECT TO COMPLETION MAY 18, 1998
6,375,000 SHARES
[LAMAR LOGO]
CLASS A COMMON STOCK
---------------------
All of the 6,375,000 shares of Class A Common Stock, $0.001 par value per
share (the "Class A Common Stock"), offered hereby are being issued and sold by
Lamar Advertising Company (the "Company"). Certain stockholders of the Company
(the "Selling Stockholders") have granted the Underwriters a 30-day option to
purchase an additional 956,250 shares of Class A Common Stock; information
regarding the Selling Stockholders is included in the Selling Stockholder
Prospectus being delivered along with this Prospectus Supplement and the
accompanying Base Prospectus. The Class A Common Stock is included for quotation
on the Nasdaq National Market under the symbol "LAMR." On May 18, 1998, the last
reported sale price for the Class A Common Stock as reported on the Nasdaq
National Market was $31.38 per share.
The Company's authorized capital stock includes the Class A Common Stock
and shares of Class B Common Stock, $0.001 par value per share (the "Class B
Common Stock"). The economic rights of the Class A Common Stock and the Class B
Common Stock (collectively, the "Common Stock") are identical, except that each
share of Class A Common Stock entitles the holder thereof to one vote in respect
of matters submitted for the vote of holders of Common Stock, whereas each share
of Class B Common Stock entitles the holder thereof to ten votes on such
matters. Immediately after this offering (this "Offering"), the Reilly Family
Limited Partnership, of which Kevin P. Reilly, Jr., the Company's Chief
Executive Officer, is managing general partner, will have the power to vote all
of the outstanding shares of Class B Common Stock (representing approximately
84.2% of the aggregate voting power of the Common Stock, assuming no exercise of
the Underwriters' over-allotment option). Each share of Class B Common Stock
converts automatically into one share of Class A Common Stock upon sale or other
transfer to a party other than Permitted Transferees (as defined in the
accompanying Prospectus). See "Description of Capital Stock" in the accompanying
Base Prospectus.
---------------------
SEE "RISK FACTORS" BEGINNING ON PAGE B-5 OF THE ACCOMPANYING BASE
PROSPECTUS AND PAGE SS-3 OF THE ACCOMPANYING SELLING STOCKHOLDERS 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 SUPPLEMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
===========================================================================================================================
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS COMPANY(1)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share....................................... $ $ $
- ---------------------------------------------------------------------------------------------------------------------------
Total(2)........................................ $ $ $
===========================================================================================================================
</TABLE>
(1) Before deducting expenses of the offering estimated at $ , all of
which will be paid by the Company.
(2) The Selling Stockholders have granted to the Underwriters a 30-day option to
purchase up to 956,250 additional shares of Class A Common Stock solely to
cover over-allotments, if any. To the extent that the option is exercised,
the Underwriters will offer the additional shares at the Price to Public
shown above. If the option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions, and proceeds to the Selling
Stockholders will be $ , $ and $ , respectively. See
"Underwriting."
---------------------
The shares of Class A Common Stock are being offered by the several
Underwriters, subject to prior sale, when, as and if delivered and accepted by
them, and subject to the right of the Underwriters to reject any order in whole
or in part. It is expected that delivery of the shares of Class A Common Stock
will be made at the offices of BT Alex. Brown Incorporated, Baltimore, Maryland,
on or about , 1998.
BT ALEX. BROWN
SALOMON SMITH BARNEY
NATIONSBANC MONTGOMERY SECURITIES LLC
PRUDENTIAL SECURITIES INCORPORATED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS , 1998
<PAGE> 2
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT COVERING TRANSACTIONS AND THE
IMPOSITION OF A PENALTY BID. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS MAY ENGAGE IN
PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL
MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M. SEE "UNDERWRITING."
<PAGE> 3
This Prospectus Supplement and the accompanying Base Prospectus and Selling
Stockholder Prospectus, including documents incorporated by reference, contain
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such
forward-looking statements involve risks and uncertainties that could cause the
actual results, performance or achievements of the Company, or industry results,
to differ materially from the results, performance or achievements expressed or
implied by such forward-looking statements. Such risks and uncertainties
include, among others, the risks and uncertainties described under the caption
"Risk Factors" in the accompanying Base Prospectus and Selling Stockholder
Prospectus. These forward-looking statements speak only as of the date on which
they were made. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statement contained
herein to reflect any change in the Company's expectations with regard thereto
or any change in events, conditions or circumstances on which any such statement
is based.
THE COMPANY
Lamar Advertising Company together with its consolidated subsidiaries
(collectively, the "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. As of
April 30, 1998, the Company operated approximately 52,000 outdoor advertising
displays in 34 states. The Company provides a full array of poster and bulletin
displays in 62 of its 75 markets. In its remaining 13 markets, the Company
operates high-profile bulletin displays along interstate and other major
highways. The Company also operates the largest logo sign business in the United
States. Logo signs are erected pursuant to state-awarded franchises on public
rights-of-way near highway exits and deliver brand name information on available
gas, food, lodging and camping services. The Company currently operates logo
sign franchises in 18 of the 22 states that have a privatized logo sign program.
As of April 30, 1998, the Company maintained over 22,700 logo sign structures
containing approximately 68,900 logo advertising displays under these
franchises. In addition, the Company operates the tourism signage franchises in
four states and the province of Ontario, Canada. The Company has also expanded
into the transit advertising business through the operation of displays on bus
shelters, bus benches and buses in fourteen of its primary markets and five
other markets in the states of South Carolina, Utah and Georgia. For the year
ended December 31, 1997, net revenues and EBITDA increased 66.7% and 84.8%,
respectively, as compared to the year ended October 31, 1996. For the three
months ended March 31, 1998, net revenues and EBITDA increased 54.3% and 61.0%,
respectively, as compared to the same period in 1997.
The Company's strategy is to be the leading provider of outdoor advertising
in the markets it serves, with an historical emphasis on providing a full range
of outdoor advertising services in middle markets. Important elements of the
Company's strategy are its decentralized management structure and its focus on
providing high quality local sales and service. In order to be more responsive
to local market demands, the Company offers a full complement of outdoor
advertising services coupled with local production facilities, management and
account executives through its local offices. Local advertising constituted
approximately 80% of the Company's outdoor advertising net revenues in calendar
1997, which management believes is higher than the industry average. While
maintaining its local focus, the Company seeks to expand its operations within
existing and contiguous markets. The Company also pursues expansion
opportunities, including acquisitions, in additional markets. In the logo sign
business, the Company's strategy is to maintain its position as the largest
operator of logo signs in the United States by expanding through the addition of
state logo franchises as they are awarded and through possible acquisitions. The
Company may also pursue expansion opportunities in transit and other out-of-home
media which the Company believes will enable it to leverage its management
skills and market position.
The Company believes that the experience of its senior and local managers
has contributed greatly to its success. Its regional managers have been with the
Company, on average, for 24 years. The Company emphasizes decentralized local
management of operations with centralized support and financial and accounting
controls. As a result of this local operating focus, the Company maintains an
extensive local presence within its markets and employed a total of 256 local
account executives at March 31, 1998. Local
S-3
<PAGE> 4
account executives are typically supported by additional local staff and have
the ability to draw upon the resources of the central office and offices in
other markets in the event that business opportunities or customers' needs
support such allocation of resources.
RECENT DEVELOPMENTS
COMPLETED ACQUISITIONS
Since January 1, 1998, the Company has acquired the assets of several
complementary businesses. The Company believes that these acquisitions allow the
Company to capitalize on the operating efficiencies and cross-market sales
opportunities.
The Ragan Acquisition
On January 2, 1998, the Company acquired all of the outdoor advertising
assets of Ragan Outdoor ("Ragan") for a cash purchase price of $25.0 million.
This acquisition consisted of a total of 1,300 posters and 170 bulletins in
Rockford, Illinois, Cedar Rapids, Iowa and Davenport, Iowa.
The Derby Acquisition
On January 8, 1998, the Company acquired all of the assets of Derby Outdoor
Advertising ("Derby") for a cash purchase price of approximately $6.0 million.
This acquisition consisted of approximately 270 posters and 210 bulletin
displays located in Rapid City, South Dakota.
The Pioneer Acquisition
On January 30, 1998, the Company acquired the outdoor advertising assets of
Pioneer Advertising Company ("Pioneer") for a cash purchase price of $19.2
million. This acquisition consisted of 650 posters and 1,900 bulletin displays
located in Springfield and Bonne Terre, Missouri.
The Northwest Acquisition
On April 30, 1998, the Company acquired the assets of Northwest Outdoor
Advertising, L.L.C. ("Northwest") for a cash purchase price of $68.5 million.
This acquisition consisted of approximately 2,500 posters and 1,400 bulletin
displays, and provided entry into the states of Washington, Montana, Oregon,
Idaho, Wyoming, Nebraska, Nevada and Utah. The Company plans to operate the
assets out of four primary offices located in Spokane, Washington, Boise, Idaho,
Billings, Montana and Casper, Wyoming.
Other Acquisitions
From January 1, 1998 through April 30, 1998, the Company completed 7 other
acquisitions of assets located near existing company operations. These
acquisitions consisted of a cumulative total of approximately 270 poster and 500
bulletin displays. The cumulative cash purchase price was approximately $11
million.
OTHER ACQUISITION ACTIVITY
The Sun Acquisition
On May 7, 1998, the Company entered into an agreement to purchase all of
the assets of Sun Media ("Sun") for a cash purchase price of $26.5 million. Upon
completion of the Sun acquisition, the Company will add the primary market of
Tacoma, Washington with 400 posters and 100 bulletins. The acquisition is
subject to the satisfaction of customary closing conditions.
Other Acquisition
The Company is in discussions regarding the purchase of all the outstanding
capital stock of another outdoor advertising company. The Company currently
expects that the purchase price for this acquisition
S-4
<PAGE> 5
would be approximately $195 million payable in cash and shares of the Company's
Class A Common Stock. This acquisition would add approximately 4,200 posters and
2,800 bulletin displays in twelve new primary markets.
This acquisition is subject to negotiation and execution of a definitive
agreement, the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, the satisfaction of other
customary closing conditions and the completion by the owners of the sale of
their other outdoor advertising assets to a third party. The Company currently
anticipates closing on or around September 30, 1998 subject to satisfaction of
closing conditions.
There can be no assurance that either of the pending acquisitions will be
completed or as to the timing of their completion.
NEW CREDIT FACILITY
The Company is currently negotiating to replace its existing credit
facility with a syndicate of commercial lenders (the "Senior Credit Facility")
with a new credit agreement (the "New Credit Agreement") agented by Chase
Manhattan Bank, the agent under the Senior Credit Facility (the "Agent"). The
New Credit Agreement would increase the Company's borrowing availability to $400
million, with a $250 million revolving facility and a $150 million term loan
facility. Beginning in the year 2000 there will be quarterly commitment
reductions of the revolver and amortization of the term loans, with both
facilities maturing on December 31, 2005. Interest on borrowings under the
facilities will be calculated, at the Company's option, at a spread above either
the "Base Rate" announced by the Agent or the London Interbank Offered Rate
("LIBOR"), such spread to be determined by reference to the Company's trailing
leverage ratio (total debt to trailing 12 months EBITDA). The Company also
expects that the New Credit Agreement will provide for an uncommitted $100
million incremental facility available at the discretion of the lenders. Lamar
Advertising Company's obligations under the New Credit Agreement will be
guaranteed by substantially all of its subsidiaries and secured by a pledge of
the capital stock of such subsidiaries, both in a manner similar to the Senior
Credit Facility. The Company expects that the New Credit Agreement will have
restrictive covenants and events of default similar to, but in certain cases
less restrictive than, those under the Senior Credit Facility.
The Company expects the New Credit Agreement will be executed shortly after
completion of this Offering. There can be no assurance, however, that the
Company will enter into the New Credit Agreement or that its terms will not
differ from those described above.
S-5
<PAGE> 6
THE OFFERING
Class A Common Stock offered by the
Company............................. 6,375,000 shares
Common Stock to be outstanding after
the Offering........................ 35,080,565 shares of Class A Common
Stock(1)(2)
18,762,912 shares of Class B Common
Stock(2)
53,843,477 total shares of Common Stock
Use of proceeds..................... For general corporate purposes,
including the repayment of a portion of
outstanding senior indebtedness and the
payment of a portion of the purchase
price payable in connection with
acquisitions. See "Use of Proceeds."
Voting rights....................... The holders of the Class A Common Stock
and the holders of the Class B Common
Stock vote together as a single class
(except as may be otherwise required by
Delaware law) on all matters submitted
to a vote of stockholders, with each
share of Class A Common Stock entitled
to one vote and each share of Class B
Common Stock entitled to ten votes.
Each share of Class B Common Stock
converts automatically into one share
of Class A Common Stock upon the sale
or other transfer of such share of
Class B Common Stock to a person or
entity other than a Permitted
Transferee (as defined under
"Description of Capital Stock -- Common
Stock" in the accompanying Base
Prospectus). Each class of Common Stock
otherwise has identical rights.
Nasdaq National Market Symbol....... LAMR
- ---------------
(1) Excludes 1,683,185 shares of Class A Common Stock issuable under outstanding
options granted pursuant to the Company's 1996 Equity Incentive Plan.
(2) Assumes no exercise of the over-allotment option.
RISK FACTORS
Investors should consider the risks involved in an investment in the Class
A Common Stock, including potential events which could adversely affect the
Company's business. See "Risk Factors" in the accompanying Base Prospectus and
Selling Stockholder Prospectus.
S-6
<PAGE> 7
SELECTED CONSOLIDATED HISTORICAL FINANCIAL
AND OPERATING DATA
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED OCTOBER 31, YEAR ENDED ---------------------
--------------------------------------- DECEMBER 31, MARCH 31, MARCH 31,
1993 1994 1995 1996 1997(1) 1997 1998
------- ------- -------- -------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenues...................... $66,524 $84,473 $102,408 $120,602 $201,062 $37,847 $58,397
Operating Expenses
Direct advertising expenses..... 23,830 28,959 34,386 41,184 63,390 13,467 20,830
General and administrative
expenses...................... 19,504 24,239 27,057 29,466 45,368 9,253 13,216
Depreciation and amortization... 8,924 11,352 14,090 15,549 48,037 6,750 17,605
------- ------- -------- -------- -------- ------- -------
Total operating
expenses............... 52,258 64,550 75,533 86,199 156,795 29,470 51,651
------- ------- -------- -------- -------- ------- -------
Operating income.................. 14,266 19,923 26,875 34,403 44,267 8,377 6,746
------- ------- -------- -------- -------- ------- -------
Interest expense.................. 11,502 13,599 15,783 15,441 38,230 6,944 13,326
Earnings (loss) before income
taxes and extraordinary items... 1,677 5,227 8,308 17,948 7,495 2,094 (6,156)
Income tax expense (benefit)(2)... 476 (2,072) (2,390) 7,099 4,654 798 (1,565)
Net earnings (loss)(3)............ (653) 7,299 10,698 10,849 2,841 1,296 (4,591)
OTHER DATA:
EBITDA(4)......................... 23,190 31,275 40,965 49,952 92,304 15,127 24,351
EBITDA margin..................... 35% 37% 40% 41% 46% 40% 42%
Capital expenditures:
Outdoor advertising............. 2,374 4,997 6,643 12,530 23,445 4,578 7,691
Logos........................... 2,009 2,761 1,567 13,268 10,354 141 1,306
Number of outdoor advertising
displays(5)..................... 17,659 22,369 22,547 24,792 43,343 29,753 47,475
Number of logo advertising
displays(5)..................... 13,820 18,266 24,219 52,414 68,600 64,658 68,935
Cumulative logo sign
franchises(5)................... 7 7 11 15 18 18 18
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 1998
--------------------------
ACTUAL AS ADJUSTED(6)
-------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................... $ 4,041 $ 86,856
Working capital............................................. 16,432 99,247
Total assets................................................ 699,542 782,357
Total debt (including current maturities)................... 588,207 479,207
Total long-term obligations................................. 600,470 491,470
Stockholders' equity........................................ 68,337 260,152
</TABLE>
- ---------------
(1) In December 1996, the Company changed its fiscal year from October 31 to
December 31.
(2) The benefit of the Company's net operating loss carryforward was fully
recognized as of October 31, 1995, resulting in the income tax expense shown
for the year ended October 31, 1996 and the year ended December 31, 1997.
(3) Includes, in 1993, an extraordinary loss on debt extinguishment, net of an
income tax benefit, of $1.9 million.
(4) "EBITDA" is defined as operating income before depreciation and
amortization. EBITDA represents a measure which management believes is
customarily used to evaluate the financial performance of companies in the
media industry. However, EBITDA is not a measure of financial performance
under generally accepted accounting principles and should not be considered
an alternative to operating income or net earnings as an indicator of the
Company's operating performance or to net cash provided by operating
activities as a measure of its liquidity.
(5) As of the end of the period.
(6) Adjusted to give effect to the offering hereby of 6,375,000 shares of Class
A Common Stock at an assumed public offering price of $31.38 per share, the
last reported sale price on May 18, 1998 as reported by the Nasdaq National
Market.
S-7
<PAGE> 8
USE OF PROCEEDS
The Company intends to use the net proceeds from this Offering, estimated
to be approximately $192 million (assuming a public offering price of $31.38 per
share) after deducting underwriting discounts and commissions and estimated fees
and expenses, to repay amounts currently outstanding under the Senior Credit
Facility. This will increase the amount available for borrowing under the Senior
Credit Facility. Borrowings under the Senior Credit Facility bear interest
computed as a margin over either The Chase Manhattan Bank's "Base Rate" or
LIBOR. The margins range from 0 to 100 basis points and from 100 to 225 basis
points over the Base Rate and LIBOR, respectively, depending on the Company's
current leverage ratio. The Company plans to finance the cash portion of the
purchase price for acquisitions by utilizing the borrowing availability under
the Senior Credit Facility. See "Recent Developments -- Pending Acquisitions."
Pending such uses, the net proceeds may be invested by the Company in short-term
money market instruments. The Company will not receive any proceeds from the
sale of any shares sold by the Selling Stockholders in connection with the
exercise of the over-allotment option.
S-8
<PAGE> 9
BUSINESS
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. As of
April 30, 1998, the Company operated approximately 52,000 outdoor advertising
displays in 34 states. The Company provides a full array of poster and bulletin
displays in 62 of its 75 markets. In its remaining 13 markets, the Company
operates high-profile bulletin displays along interstate and other major
highways. The Company also operates the largest logo sign business in the United
States. Logo signs are erected pursuant to state-awarded franchises on public
rights-of-way near highway exits and deliver brand name information on available
gas, food, lodging and camping services. The Company currently operates logo
sign franchises in 18 of the 22 states that have a privatized logo sign program.
As of April 30, 1998, the Company maintained over 22,700 logo sign structures
containing approximately 68,900 logo advertising displays under these
franchises. In addition, the Company operates the tourism signage franchises in
four states and the province of Ontario, Canada. The Company has also expanded
into the transit advertising business through the operation of displays on bus
shelters, bus benches and buses in fourteen of its primary markets and five
other markets in the states of South Carolina, Utah and Georgia.
OUTDOOR ADVERTISING MARKETS
The following table sets forth certain information regarding the Company's
existing primary outdoor advertising markets listed in order of net revenue by
state and primary market.
<TABLE>
<CAPTION>
NUMBER
OF DISPLAYS(3)
--------------------
STATE/PRIMARY MARKET(1) MARKET RANK(2) BULLETINS POSTERS
----------------------- -------------- --------- -------
<S> <C> <C> <C>
PENNSYLVANIA
York..................................................... 103 264 1,113
Allentown................................................ 65 266 0
Reading.................................................. 130 192 551
Williamsport............................................. 240 202 715
Erie..................................................... 152 161 510
Altoona.................................................. 234 57 430
------ ------
Total............................................ 1,142 3,319
LOUISIANA
Baton Rouge.............................................. 81 395 553
Shreveport............................................... 127 330 714
Lafayette................................................ 98 290 348
Lake Charles............................................. 203 251 282
Monroe................................................... 226 194 440
New Orleans.............................................. 39 65 0
Houma.................................................... -- 60 298
Alexandria............................................... 199 142 330
Hammond.................................................. -- 197 131
Slidell.................................................. -- 46 0
------ ------
Total............................................ 1,970 3,096
TENNESSEE
Nashville................................................ 44 677 1,109
Knoxville................................................ 68 652 924
Clarksville.............................................. -- 153 412
------ ------
Total............................................ 1,482 2,445
</TABLE>
S-9
<PAGE> 10
<TABLE>
<CAPTION>
NUMBER
OF DISPLAYS(3)
--------------------
STATE/PRIMARY MARKET(1) MARKET RANK(2) BULLETINS POSTERS
----------------------- -------------- --------- -------
<S> <C> <C> <C>
FLORIDA
Pensacola................................................ 125 303 678
Lakeland................................................. 104 501 392
Fort Myers............................................... 76 141 294
Panama City.............................................. 225 295 431
Tallahassee.............................................. 167 177 262
Fort Walton.............................................. 205 187 222
Daytona Beach............................................ 93 57 309
------ ------
Total............................................ 1,661 2,588
GEORGIA
Atlanta.................................................. 12 305 0
Savannah................................................. 154 226 436
Augusta.................................................. 107 267 487
Valdosta................................................. -- 314 266
Albany................................................... 243 154 292
Brunswick................................................ -- 144 158
------ ------
Total............................................ 1,410 1,639
NEW YORK
Buffalo.................................................. 40 136 1,221
Rochester................................................ 46 79 593
Syracuse................................................. 70 74 699
------ ------
Total............................................ 289 2,513
MISSISSIPPI
Jackson.................................................. 118 714 646
Gulfport................................................. 134 330 391
Hattiesburg.............................................. -- 282 169
------ ------
Total............................................ 1,326 1,206
VIRGINIA
Richmond................................................. 56 372 1,021
Roanoke.................................................. 102 258 751
------ ------
Total............................................ 630 1,772
TEXAS
Brownsville.............................................. 63 203 854
Houston.................................................. 9 257 0
Beaumont................................................. 128 188 319
Corpus Christi........................................... 126 193 532
Wichita Falls............................................ 235 166 151
Laredo................................................... 210 80 360
------ ------
Total............................................ 1,087 2,216
ALABAMA
Mobile................................................... 84 804 639
Montgomery............................................... 140 457 523
------ ------
Total............................................ 1,261 1,162
MICHIGAN
Detroit.................................................. 6 502 0
WEST VIRGINIA
Wheeling................................................. 215 170 552
Huntington............................................... 139 92 494
Bridgeport............................................... -- 121 300
Bluefield................................................ -- 301 295
------ ------
Total............................................ 684 1,641
</TABLE>
S-10
<PAGE> 11
<TABLE>
<CAPTION>
NUMBER
OF DISPLAYS(3)
--------------------
STATE/PRIMARY MARKET(1) MARKET RANK(2) BULLETINS POSTERS
----------------------- -------------- --------- -------
<S> <C> <C> <C>
OHIO
Youngstown............................................... 92 292 586
Dayton................................................... 54 2 515
------ ------
Total............................................ 294 1,101
COLORADO
Colorado Springs......................................... 95 163 349
Denver................................................... 23 170 0
------ ------
Total............................................ 333 349
SOUTH CAROLINA
Columbia................................................. 88 355 597
MISSOURI
Statewide Highways....................................... N/A 880 0
Springfield.............................................. N/A 1,290 603
East Missouri............................................ 618 175
------ ------
Total............................................ 2,788 778
KENTUCKY
Lexington................................................ 105 112 521
Louisville............................................... 50 33 0
------ ------
Total............................................ 145 521
NORTH CAROLINA
Statewide Highways....................................... N/A 883 131
KANSAS
Kansas City.............................................. 27 221 0
ARIZONA
Phoenix.................................................. 18 134 0
CALIFORNIA
Sacramento............................................... 28 59 0
MONTANA
Billings................................................. 238 493 527
WASHINGTON
Spokane.................................................. 87 107 660
IDAHO
Boise.................................................... 129 841 256
WYOMING
Casper................................................... 263 536 442
SOUTH DAKOTA
Rapid City............................................... 248 625 272
IOWA
Davenport/Quad Cities.................................... 132 60 761
Cedar Rapids............................................. 197 31 175
------ ------
Total............................................ 91 936
ILLINOIS
Rockford................................................. 149 81 390
TOTAL............................................ 21,430 30,557
====== ======
</TABLE>
S-11
<PAGE> 12
LOGO SIGN FRANCHISES
The following table sets forth certain information regarding the Company's
logo business operations. As of March 31, 1998, the Company operated
approximately 68,900 logo advertising displays.
<TABLE>
<CAPTION>
# OF LOGO
YEAR ADVERTISING
AWARDED FRANCHISE DISPLAYS
- ------- --------- -----------
<C> <S> <C>
1989 Nebraska(4).............. 853
1989 Oklahoma................. 1,495
1990 Utah..................... 1,756
1991 Missouri(5).............. 8,400
1992 Ohio(4).................. 5,953
1993 Texas.................... 3,937
1993 Mississippi.............. 3,171
1995 Georgia.................. 10,581
1995 Minnesota................ 2,838
1995 South Carolina........... 2,242
</TABLE>
<TABLE>
<CAPTION>
# OF LOGO
YEAR ADVERTISING
AWARDED FRANCHISE DISPLAYS
- ------- --------- -----------
<C> <S> <C>
1996 Virginia................. 7,544
1996 Michigan(4).............. 1,480
1996 Tennessee................ 4,574
1996 Kansas................... 2,307
1996 New Jersey............... 1,221
1996 Florida.................. 4,873
1996 Kentucky(4).............. 5,049
1996 Nevada................... 661
Total.................... 68,935
======
</TABLE>
- ---------------
(1) Includes additional or outlying markets served by the office in the
applicable market.
(2) Indicates the Winter 1997 Arbitron Radio Metro Market ranking for the market
within which the office is located. The Company believes that Metro Market
ranking, which ranks, according to population of persons 12 years or older,
the largest 263 markets in the U.S., is a standard measure of market size
used by the media industry. Where no market ranking is shown, such market is
not ranked by Arbitron.
(3) The display count is as of March 31, 1998, pro forma for all acquisitions
completed as of April 30, 1998.
(4) Excludes tourist oriented directional logo signs operated by the Company
pursuant to its franchise with the state.
(5) Franchise operated by a 66.7% owned partnership.
S-12
<PAGE> 13
MANAGEMENT
The executive officers and directors of the Company as of April 30, 1998
were as follows:
<TABLE>
<CAPTION>
YEARS WITH
NAME AGE TITLE THE COMPANY
- ---- --- ----- -----------
<S> <C> <C> <C>
Kevin P. Reilly, Jr.................. 43 Chairman, President, Chief Executive
Officer and Director 20
Keith A. Istre....................... 45 Chief Financial Officer, Treasurer and
Director 20
Charles W. Lamar, III................ 49 General Counsel, Secretary and Director 16
Gerald H. Marchand................... 67 Vice President, Regional Manager of Baton
Rouge Region, and Director 39
T. Everett Stewart, Jr............... 44 President of Interstate Logos, Inc., a
subsidiary of the Company, and Director 18
Jack S. Rome, Jr..................... 49 Director --
William R. Schmidt................... 46 Director --
</TABLE>
Kevin P. Reilly, Jr. has served as the Company's President and Chief
Executive Officer since February 1989 and as a director of the Company since
February 1984. Mr. Reilly served as President of the Company's Outdoor Division
from 1984 to 1989. Mr. Reilly, an employee of the Company since 1978, has also
served as Assistant and General Manager of the Company's Baton Rouge Region and
Vice President and General Manager of the Louisiana Region. Mr. Reilly received
a B.A. from Harvard University in 1977.
Keith A. Istre has been Chief Financial Officer of the Company since
February 1989 and a director of the Company since February 1991. Mr. Istre
joined the Company as Controller in 1978 and became Treasurer in 1985. Prior to
joining the Company, Mr. Istre was employed by a public accounting firm in Baton
Rouge from 1975 to 1978. Mr. Istre graduated from the University of Southwestern
Louisiana in 1974 with a degree in accounting.
Charles W. Lamar, III joined the Company in 1982 as General Counsel and has
been a director of the Company since June 1973. Prior to joining the Company,
Mr. Lamar maintained his own law practice and was employed by a law firm in
Baton Rouge. Mr. Lamar received a B.A. in Philosophy from Harvard University in
1971, a M.A. in Economics from Tufts University in 1972 and a J.D. from Boston
University in 1975.
Gerald H. Marchand has been Regional Manager of the Baton Rouge Region,
which encompasses operations in Louisiana, Mississippi and Texas, since 1988 and
a director of the Company since 1978. He began his career with the Company in
leasing and went on to become President of the Outdoor Division. He has served
as General Manager of the Lake Charles and Mobile operations. Mr. Marchand
received a Masters in Education from Louisiana State University in 1955.
T. Everett Stewart, Jr. has been President of Interstate Logos, Inc. since
1988, and has recently been named a director. He served as Regional Manager of
the Company's Baton Rouge Region from 1984 to 1988. Previously, he served the
Company as Sales Manager in Montgomery and General Manager of the Monroe and
Alexandria operations. Before joining the Company in 1979, Mr. Stewart was
employed by the Lieutenant Governor of the State of Alabama and by a United
States Senator from the State of Alabama. Mr. Stewart received a B.S. in Finance
from Auburn University in 1976.
Jack S. Rome, Jr. has been a director of the Company since 1974. Since
1988, Mr. Rome has been President of No Fault Industries, Inc., a construction
company specializing in outdoor recreational facilities. Mr. Rome has also
served as President of Jack Rome, Jr. & Associates, Inc., a management
consulting company, since October 1987. Mr. Rome served the Company in various
capacities from 1975 to 1986. Mr. Rome received his B.S. in accounting from
Southeastern Louisiana University in 1971.
William R. Schmidt became a director of the Company in 1994. He is an
officer of Pacific Mutual Life Insurance Company in its Securities Department,
where he has been employed since 1990. He has a B.S. in Finance from
Pennsylvania State University and an MBA from the Amos Tuck School of Business
at Dartmouth College.
Kevin P. Reilly, Jr. and Charles W. Lamar, III are cousins.
S-13
<PAGE> 14
UNDERWRITING
Subject to the terms and conditions of the Underwriting Agreement, the
Underwriters named below (the "Underwriters") have severally agreed to purchase
from the Company the following respective number of shares of Class A Common
Stock at the initial public offering price less the underwriting discounts and
commissions set forth on the cover page of this Prospectus Supplement.
<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- -----------
<S> <C>
BT Alex. Brown Incorporated.................................
Smith Barney Inc............................................
NationsBanc Montgomery Securities LLC.......................
Prudential Securities Incorporated..........................
Donaldson, Lufkin & Jenrette Securities Corporation.........
-----------
Total............................................. 6,375,000
===========
</TABLE>
The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will purchase all shares of Class A Common Stock offered hereby if
any such shares are taken.
The Company has been advised by the Underwriters that the Underwriters
propose to offer the shares of Class A Common Stock to the public at the initial
public offering price set forth on the cover page of this Prospectus Supplement
and to certain dealers at such price less a concession not in excess of $
per share. The Underwriters may allow, and such dealers may reallow, a
concession not in excess of $ per share to certain other dealers. After the
initial public offering, the offering price and other selling terms may be
changed by the Underwriters.
The Selling Stockholders have granted to the Underwriters an option,
exercisable not later than 30 days after the date of this Prospectus Supplement,
to purchase up to 956,250 additional shares of Class A Common Stock at the
public offering price less the underwriting discounts and commissions set forth
on the cover page of this Prospectus Supplement. Assuming that the Underwriters
exercise such option in full, the following persons will sell the following
respective amounts: Reilly Family Limited Partnership, 645,469 shares; Charles
W. Lamar, III, 119,531 shares; Mary Lee Lamar Dixon, 71,719 shares; Allison J.
Lamar, 23,906 shares; Courtney J. Lamar, 47,812 shares; and Madison C. Lamar,
47,813 shares. In the event that the Underwriters exercise such option in part,
the number of shares to be sold by each such person will be reduced pro rata. To
the extent that the Underwriters exercise such option, each of the Underwriters
will have a firm commitment to purchase approximately the same percentage
thereof that the number of shares of Class A Common Stock to be purchased by it
shown in the above table bears to 6,375,000, and the Selling Stockholders will
be obligated, pursuant to the option, to sell such shares to the Underwriters.
The Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of Class A Common Stock offered hereby. If purchased,
the Underwriters will offer such additional shares on the same terms as those on
which the 6,375,000 shares are being offered. Information regarding the Selling
Stockholders is contained in the Selling Stockholder Prospectus delivered
together with this Prospectus Supplement and the accompanying Base Prospectus.
Stockholders of the Company holding in the aggregate approximately
24,199,489 shares of Common Stock have agreed not to offer, sell, contract to
sell, or otherwise dispose of any shares of Common Stock without the prior
consent of BT Alex. Brown Incorporated.
In connection with this Offering, certain Underwriters and their respective
affiliates may engage in passive market making transactions on the Nasdaq
National Market immediately prior to the Offering in accordance with Rule 103 of
Regulation M. Passive market making consists of displaying bids on the Nasdaq
National Market limited by the bid prices of independent market makers and
making purchases limited by such prices and effected in response to order flow.
Net purchases by a passive market maker on each day are limited to a specified
percentage of the passive market maker's average daily trading volume in the
Class A
S-14
<PAGE> 15
Common Stock during a specified period and must be discontinued when such limit
is reached. Passive market making may stabilize the market price of the Class A
Common Stock at a level above that which might otherwise prevail and, if
commenced, may be discontinued at any time.
To facilitate the offering of the Class A Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
market price of the Class A Common Stock. Specifically, the Underwriters may
over-allot shares of the Class A Common Stock in connection with this Offering,
thereby creating a short position in the Underwriters' syndicate account.
Additionally to cover such over-allotments or to stabilize the market price of
the Class A Common Stock, the Underwriters may bid for, and purchase, shares of
the Class A Common Stock in the open market. Any of these activities may
maintain the market price of the Class A Common Stock at a level above that
which might otherwise prevail in the open market. The Underwriters are not
required to engage in these activities, and, if commenced, any such activities
may be discontinued at any time.
The Company, the Selling Stockholders and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act.
LEGAL MATTERS
The validity of the Class A Common Stock offered hereby will be passed upon
for the Company by Palmer & Dodge LLP, Boston, Massachusetts. Certain matters
will be passed upon for the Underwriters by Piper and Marbury L.L.P.
S-15
<PAGE> 16
=========================================================
NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR EITHER PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS SUPPLEMENT
NOR EITHER PROSPECTUS CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF ANY
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR EITHER PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company.................................. S-3
Recent Developments.......................... S-4
The Offering................................. S-6
Risk Factors................................. S-6
Selected Consolidated Historical Financial
and Operating Data......................... S-7
Use of Proceeds.............................. S-8
Business..................................... S-9
Management................................... S-13
Underwriting................................. S-14
Legal Matters................................ S-15
BASE PROSPECTUS
Available Information........................ B-3
Incorporation of Certain Documents by
Reference.................................. B-3
Note Regarding Forward-Looking Statements.... B-4
Risk Factors................................. B-5
The Company.................................. B-9
Use of Proceeds.............................. B-10
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends.................. B-10
General Description of Offered Securities.... B-10
Description of Debt Securities............... B-10
Description of Preferred Stock............... B-18
Description of Class A Stock................. B-19
Description of Warrants...................... B-20
Plan of Distribution......................... B-22
Legal Matters................................ B-23
Experts...................................... B-23
SELLING STOCKHOLDER PROSPECTUS
The Company.................................. SS-2
Available Information........................ SS-2
Incorporation of Certain Documents by
Reference.................................. SS-2
Risk Factors................................. SS-3
Use of Proceeds.............................. SS-8
Selling Stockholders......................... SS-8
Plan of Distribution......................... SS-9
Legal Matters................................ SS-9
Experts...................................... SS-9
</TABLE>
=========================================================
=========================================================
6,375,000 SHARES
LAMAR ADVERTISING COMPANY
CLASS A COMMON STOCK
[LAMAR LOGO]
------------------------------------------
PROSPECTUS SUPPLEMENT
------------------------------------------
BT ALEX. BROWN
SALOMON SMITH BARNEY
NATIONSBANC MONTGOMERY
SECURITIES LLC
PRUDENTIAL SECURITIES INCORPORATED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
, 1998
=========================================================
