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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1998.
REGISTRATION NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 72-1205791
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification
organization) Number)
</TABLE>
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 A COPY TO:
STANLEY KELLER, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
--------------------------
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
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PROPOSED
TITLE OF EACH CLASS OF SECURITIES MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED OFFERING PRICE REGISTRATION FEE
<S> <C> <C>
Class A Common Stock, $0.001 par value per
share........................................................................... $25,000,000 $7,375.00
</TABLE>
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.
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TABLE OF CONTENTS
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PAGE
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Available Information...................................................................................... 3
Incorporation of Certain Documents by Reference............................................................ 3
The Company................................................................................................ 4
Risk Factors............................................................................................... 4
Securities Covered by this Prospectus...................................................................... 9
Legal Matters.............................................................................................. 10
Experts.................................................................................................... 10
</TABLE>
2
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SUBJECT TO COMPLETION, DATED JULY 31, 1998
$25,000,000
LAMAR ADVERTISING COMPANY
CLASS A COMMON STOCK
---------------------
This Prospectus relates to shares (the "Shares") of Class A Common Stock,
$0.001 par value (the "Class A Common Stock"), of Lamar Advertising Company (the
"Company") having an aggregate value of $25,000,000, that may be issued from
time to time in connection with business combinations, acquisitions and mergers.
In general, the terms of such transactions will be determined by direct
negotiations between representatives of the Company and the owners or principal
executives of the companies or other entities to be combined, acquired or merged
or the assets of which are to be acquired. Important factors in such
negotiations will include, among others, historical and potential cash flow from
the assets being acquired, the location of any outdoor advertising displays
being acquired and the market value of the Class A Common Stock.
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.
The Class A Common Stock is quoted on the Nasdaq National Market under the
symbol "LAMR." On July 29, 1998, the last reported per share sale price of Class
A Common Stock was $37.25.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 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 STOCKHOLDERS. 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 , 1998.
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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 following documents previously filed by the Company with the Commission
pursuant to the Exchange Act are hereby incorporated by reference in this
Prospectus:
- The Company's Annual Report on Form 10-K for the year ended December 31,
1997;
- The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998;
- The Company's Current Reports on Form 8-K filed with the Commission on
April 17, 1998 and June 26, 1998;
- The consolidated financial statements of Penn Advertising, Inc. and
Subsidiary contained in the Company's Current Report on Form 8-K/A filed
with the Commission on June 13, 1997;
- The statement of assets acquired and liabilities assumed of National
Advertising Company--Lamar Acquisition as of August 14, 1997, and the
related statement of revenues and expenses for the years ended December
31, 1996 and 1995, contained in the Company's Current Report on Form 8-K/A
filed with the Commission on October 27, 1997; and
- The description of the Class A Stock contained in the Company's
Registration statement on Form 8-K, filed with the Commission on June 7,
1996, as amended by Form 8-A/A, filed with the Commission on July 31,
1996.
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
the termination of the offering made hereby shall be deemed to be incorporated
by reference in this Prospectus and made a part hereof from the date of filing
of such documents. Any statement contained in this Prospectus 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 other document subsequently filed with the
Commission which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any documents incorporated into
this Prospectus by reference (other than exhibits incorporated by reference into
such document). Requests for documents should be submitted to the executive
offices of the Company, 5551 Corporate Boulevard, Baton Rouge, Louisiana 70808,
Attention: Investor Relations, Telephone (504) 926-1000.
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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.
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, INCLUDING DOCUMENTS INCORPORATED BY REFERENCE, CONTAINS
"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 THIS PROSPECTUS. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY
AS OF THE DATE OF THIS PROSPECTUS. 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.
SUBSTANTIAL INDEBTEDNESS OF THE COMPANY
The Company presently has substantial indebtedness and may incur additional
indebtedness in the future. As of June 30, 1998 the Company's indebtedness was
approximately $67 million and the Company had approximately $159 million
available for borrowing under the Company's credit facility (the "Senior Credit
Facility") with a syndicate of commercial banks (excluding the $75 million
available under the facility funded at the discretion of the lenders).
Additionally, as of June 30, 1998, the Company had $3.6 million of Class A
Preferred Stock, $638 par value per share, outstanding which is entitled to a
cumulative preferential dividend of $364,903 annually. A substantial part of the
Company's cash flow from operations is dedicated to debt service and is not
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.
RESTRICTIVE COVENANTS IN DEBT INSTRUMENTS
The Senior Credit Facility and the Company's 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
"Existing Indentures") contain covenants that 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.
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The ability of the Company to comply with the foregoing restrictive covenants,
and any restrictive covenants contained in future agreements, will depend on its
future performance, which is subject to prevailing economic, financial and
business conditions and other factors beyond the Company's control.
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. Although the Company believes that in recent years outdoor advertising
expenditures have increased more rapidly than total U.S. advertising
expenditures, there can be no assurance that this trend will continue or that in
the future outdoor advertising expenditures will not grow more slowly than the
advertising industry as a whole.
POTENTIAL ELIMINATION OR REDUCTION OF TOBACCO ADVERTISING
Approximately 9% of the Company's outdoor advertising net revenues and 8% of
consolidated net revenues in fiscal 1997 came from the tobacco products
industry, compared to 10% of outdoor advertising net revenues for fiscal 1996,
9% for fiscal 1995, 7% for fiscal 1994 and 1993, and 12% for fiscal 1992. The
tobacco percentage for the three months ended March 31, 1998 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
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. Such legislation is still pending before Congress. 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, Mississippi, Texas and Minnesota have
entered into separate settlements of litigation with the tobacco industry. None
of these settlements is conditioned on federal government approval. The Florida
and Mississippi settlements provided for the elimination of all outdoor
advertising of tobacco products by February 1998 in such states and at such time
all of the Company's tobacco billboards and advertising was removed. The Texas
settlement requires the elimination of all outdoor advertising of tobacco
products by June 1998 and the Minnesota settlement requires the elimination of
all outdoor advertising of tobacco products by November 1998. At December 31,
1997, the
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Company operated approximately 4,249 outdoor advertising displays in seven
markets in Florida and approximately $1.8 million of its approximately $19.2
million in net revenues in Florida during 1997 were attributable to tobacco
advertising. At December 31, 1997, the Company operated approximately 2,532
outdoor advertising displays in three markets in Mississippi and approximately
$0.8 million of its approximately $10.6 million in net revenues in Mississippi
during 1997 were attributable to tobacco advertising. At December 31, 1997, the
Company operated approximately 3,300 outdoor advertising displays in six markets
in Texas and approximately $0.8 million of its approximate $11.0 million in net
revenues in Texas during 1997. Although the Company does not operate any outdoor
advertising displays for tobacco products in Minnesota, the size and scope of
the Minnesota settlement, including the ban on tobacco outdoor advertising, may
foreshadow similar settlements of tobacco-related claims and litigation which
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.
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,
the market has been consolidating and there can be no assurance that suitable
acquisition candidates can continue to be found. In addition, the Company is
likely to face increased competition from other outdoor advertising companies
for available acquisition opportunities. Also, 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
6
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obtain any required consents of its bank lenders or that acquisitions can be
completed on terms acceptable to the Company.
During 1997, the Company completed the acquisition of 24 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. 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 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 1997. There can be no assurance
that the Company's contingency plans will 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 structures
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
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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, on the date of this Prospectus beneficially owns all of the outstanding
shares of Class B Common Stock, which shares represent approximately 83.7% of
the total voting power of the Common Stock as of July 15, 1998. As a result, Mr.
Reilly, or his successor as managing general partner, will effectively be able
to control the outcome 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 Stock the opportunity to realize a premium over the
then-prevailing market price for their shares). In addition, the Company's
officers, directors and their respective affiliates other than the RFLP, on the
date of this Prospectus beneficially own shares of the Company's Common Stock
having approximately 2.5% of the total voting power of the Company's Common
Stock. Therefore, purchasers of the Class A 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 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
Stock. For example, the Company's certificate of incorporation authorizes the
issuance of "blank check" 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 Class A Stock. 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
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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 Stock.
VOLATILITY OF STOCK PRICE
From time to time, there may be significant volatility in the market price
for the Class A Stock. 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 Stock to fluctuate
substantially. Fluctuations may also occur as a result of some degree of
seasonality in the Company's earnings and operating results. Typically, the
Company experiences its strongest financial performance in the summer and its
lowest in the winter. The Company expects this trend to continue in the future.
Because a significant portion of the Company's expenses are fixed, a reduction
in revenues in any quarter is likely to result in a period to period decline in
operating performance and net earnings. 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.
SECURITIES COVERED BY THIS PROSPECTUS
The shares of Class A Common Stock covered by this Prospectus may be issued
from time to time in connection with business combinations, mergers and
acquisitions. The consideration payable by the Company in such transactions may
consist of cash, assumption of liabilities, evidences of indebtedness, Class A
Common Stock or a combination of such items. In general, the terms of such
transactions will be determined by direct negotiations between representatives
of the Company and the owners or principal executives of the companies to be
combined, acquired or merged or the assets of which are to be acquired.
Important factors in such negotiations will include, among others, historical
and potential cash flow from the assets being acquired, the location of any
outdoor advertising displays being acquired, and the market value of the Class A
Common Stock. It is anticipated that the shares of Class A Common Stock issued
in connection with such transactions will be valued at a price related to the
market value of the Class A Common Stock either at the time the terms of the
combination, acquisition or merger are tentatively agreed upon or at or about
the time such shares are delivered.
Persons who directly or indirectly control, are controlled by, or are under
common control with, companies or other entities which are acquired by or merged
or combined with the Company may be deemed to be engaged in a distribution of
securities, and, therefore, underwriters of securities within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "Securities Act"),
if such persons offer or sell any Shares covered by this Prospectus other than
in accordance with the provisions of paragraph (d) of Rule 145 under the
Securities Act or pursuant to an effective registration statement covering such
resales. Rule 145(d) provides that such persons will not be deemed to be
underwriters if, among other things, (a) (i) the Company has complied with
certain reporting requirements of the Exchange Act, (ii) the amounts of such
shares sold fall within certain volume limitations, (iii) such shares are sold
only in brokers' transactions within the meaning of Section 4(4) of the
Securities Act or in a manner otherwise permitted by Rule 144 under the
Securities Act, (iv) such persons do no solicit or arrange for the solicitation
of orders to buy such shares in anticipation of or in connection with the sale
thereof, and (v) such persons do not make any payments in connection with the
offer or sale thereof to any persons other than the brokers executing the orders
to sell such shares; (b) such persons are not affiliates of the Company and have
been the beneficial owners of the Shares for at least one year, and the Company
has complied with certain reporting requirements of the Exchange Act; or (c)
such persons are not, and have not been for at least three months, affiliates of
the Company and have been the beneficial owners of the Shares for at least two
years.
9
<PAGE>
LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by Palmer &
Dodge LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements and schedule of Lamar Advertising
Company and Subsidiaries as of October 31, 1996 and December 31, 1997, and for
the years ended October 31, 1995 and 1996, the two months ended December 31,
1996, and the year ended December 31, 1997, incorporated by reference into this
Prospectus and Registration Statement 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 such 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 & 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 of National
Advertising Company--Lamar Acquisition as of August 14, 1997, and the related
statement of revenues and expenses for the years ended December 31, 1996 and
1995, incorporated by reference in this Prospectus, have been incorporated
herein in reliance on the report of PricewaterhouseCoopers LLP (Coopers &
Lybrand L.L.P. prior to its July 1, 1998 merger with Price Waterhouse LLP),
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
10
<PAGE>
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 Stockholders and are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee............................................ $7,375.00
Legal fees and expenses......................................... $5,000.00
Miscellaneous expenses.......................................... $2,625.00
---------
Total......................................................... $15,000.00
---------
---------
</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.
ITEM 16. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
II-1
<PAGE>
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 F-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
F-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 F-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 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
II-2
<PAGE>
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.
(d) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
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-4 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 July 30, 1998.
<TABLE>
<S> <C> <C>
LAMAR ADVERTISING COMPANY
By: /s/ KEVIN P. REILLY, JR.
-----------------------------------------
Kevin P. Reilly, Jr., PRESIDENT
AND CHIEF EXECUTIVE OFFICER
</TABLE>
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-4
(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 July 30, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ------------------------------ --------------------------
<C> <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
Keith A. Istre Officer
/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>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
SEQUENTIAL
NO. DESCRIPTION
- ------------- ------------------------------------------------------------------------------------------------------
<C> <S>
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 Palmer & Dodge LLP (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent accountants of Lamar Advertising Company. Filed
herewith.
23.3 Consent of Philip R. Friedman & Associates, independent accountants of Penn Advertising, Inc.
23.4 Consent of PricewaterhouseCoopers LLP, independent accountants of National Advertising Company --
Lamar Acquisition.
24.1 Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
<PAGE>
EXHIBIT 5.1
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
July 30, 1998
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
We are rendering this opinion in connection with the Registration Statement
on Form S-4 (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 shares (the "Class A Shares") of the Company's
Class A Common Stock, $0.001 par value, having an aggregate value of
$25,000,000.
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 such Class A
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that the Company has the
authority pursuant to its Certificate of Incorporation, as amended, to issue up
to 75,000,000 shares of Class A Stock; upon adoption by the Board of Directors
of the Company of a resolution in form and content as required by applicable law
and upon issuance and delivery of and payment for such shares in the manner
contemplated by the Registration Statement, the Prospectus and any related
Prospectus Supplement(s) and by such resolution, such shares of Class A Stock
will be validly issued, 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>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
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 caption "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
New Orleans, Louisiana
July 29, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-4 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 heading "Experts" in the
Registration Statement and Prospectus.
/s/ Philip R. Friedman & Associates
York, Pennsylvania
July 27, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-4 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/ PricewaterhouseCoopers LLP.
Chicago, Illinois
July 30, 1998
