<PAGE> 1
As filed with the Securities and Exchange Commission on October 23, 1998.
Registration No. 333-
=====================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 72-1205791
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 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
(225) 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
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $0.001
par value per share 63,005 shares $28.76 $1,812,023.80 $503.74
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(c) and based upon the high and low
prices on October 16, 1998 as reported on the consolidated tape
for stocks quoted on the Nasdaq National Market.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
SUBJECT TO COMPLETION, DATED OCTOBER 23, 1998
- --------------------------------------------------------------------------------
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
- --------------------------------------------------------------------------------
LAMAR ADVERTISING COMPANY
63,005 Shares
Class A Common Stock
Lamar Class A Common Stock trades on the Nasdaq National Market under
the symbol "LAMR." On October 16, 1998, the last reported per share sale price
of Lamar Class A Common Stock was $29.13.
We previously issued 63,005 shares of Lamar Class A Common Stock to the
former stockholders of Mountaineer Outdoor Sign, Inc. in connection with our
acquisition of that company. This prospectus relates to resales of those shares.
The shares may be offered and sold by the selling stockholders from
time to time in open-market or privately-negotiated transactions which may
involve underwriters or brokers.
We will not receive any of the proceeds from the sale of the shares
covered by this prospectus.
We have two types of Common Stock: Class A Common Stock and Class B
Common Stock. The Class A Common Stock and the Class B Common Stock have the
same rights and powers, except that a share of Class A Common Stock entitles the
holder to one vote and a share of Class B Common Stock entitles the holder to
ten votes.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF SHARES OF CLASS A COMMON STOCK.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
THE DATE OF THIS PROSPECTUS IS OCTOBER __, 1998.
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Lamar Advertising Company...................................................................................3
Where You Can Find More Information.........................................................................3
Risk Factors................................................................................................4
Selling Stockholders........................................................................................9
Plan of Distribution........................................................................................9
Legal Matters...............................................................................................10
Experts.....................................................................................................10
</TABLE>
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LAMAR ADVERTISING COMPANY
Lamar Advertising Company is one of the largest and most experienced
owners and operators of outdoor advertising structures in the United States. We
conduct a business that has operated under the Lamar name since 1902. As of
October 1, 1998, we operated approximately 70,000 displays in 36 states. We also
operate the largest logo sign business in the United States. Logo signs are
signs located near highway exits which deliver brand name information on
available gas, food, lodging and camping services. As of October 1, 1998, we
maintained over 23,000 logo sign structures in 18 states. We also operate
transit advertising displays on bus shelters, bus benches and buses in several
markets.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
o Annual Report on Form 10-K for the year ended December 31, 1997;
o Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998 and June 30, 1998;
o Current Reports on Form 8-K/A filed with the SEC on April 17, 1998
and October 19, 1998 and Current Reports on Form 8-K filed with
the SEC on June 5, 1998, June 26, 1998, August 14, 1998 and
October 15, 1998;
o The consolidated financial statements of Penn Advertising, Inc.
and Subsidiary contained in the our Current Report on Form 8-K/A
filed with the SEC on June 13, 1997;
o 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 our Current
Report on Form 8-K/A filed with the SEC on October 27, 1997; and
o The description of the Class A Common Stock contained in our
Registration Statement on Form 8-A, filed with the SEC on June 7,
1996, as amended by Form 8-A/A filed with the Commission on July
31, 1996.
You may request a copy of these filings, at no cost, by writing or
telephoning using the following contact information:
Shareholder Services
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808
(225) 926-1000
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not permitted.
You should not assume that the information in this prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
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RISK FACTORS
If you purchase shares of Lamar Class A Common Stock, you will take on financial
risk. In deciding whether to invest, you should carefully consider the following
factors, the information contained in this prospectus and the other information
that we have referred you to.
It is especially important to keep these risk factors in mind when you read
forward-looking statements. These are statements that relate to future periods
and include statements about our:
o market opportunities;
o acquisition opportunities;
o ability to compete; and
o stock price.
Generally, the words "anticipates," "expects," "intends" and similar expressions
identify such forward-looking statements. Forward-looking statements involve
risks and uncertainties, and our actual results could differ significantly from
the results discussed in the forward-looking statements.
SIGNIFICANT DEBT
We have borrowed substantial amounts of money in the past and may borrow more
money in the future.
A syndicate of commercial banks has committed to loan us up to $400 million in
revolving credit and term loans under a credit facility which matures on
December 31, 2005. As of October 1, 1998, we owed $323 million under this credit
facility. In addition, upon our request, the banks have the option to loan us an
additional $100 million dollars under the terms of this credit facility. Loans
under the credit facility bear interest at applicable margins (which vary based
upon our indebtedness to trailing four quarter EBITDA) over prevailing LIBOR or
Chase Bank Base Rates as in effect from time to time.
We have an aggregate of $455 million in notes outstanding. Our 9 5/8% Senior
Subordinated Notes mature in 2006, and our 8 5/8% Senior Subordinated Notes
mature in 2007. We pay interest on each series of notes twice a year.
In connection with our acquisition of Outdoor Communications, Inc., we assumed
$105 million of Senior Subordinated Notes which mature in 2007 and issued an
additional $45 million of notes to former stockholders of Outdoor
Communications, Inc. which are due January 10, 1999.
In addition to our debt, we have outstanding Class A Preferred Stock which
receives a yearly cumulative preferred dividend. As of September 30, 1998,
$3,649,035 of Class A Preferred Stock with a par value of $638 per share were
outstanding and entitled to annual dividends of $364,903.
A large part of our cash flow from operations must be used to make payments on
our debt and Class A Preferred Stock. If our operations make less money in the
future, we may need to borrow to make these payments. We cannot guarantee that
such additional financing will be available or available on favorable terms. We
also may need the consent of the banks under our credit facility, or the holders
of other indebtedness, to borrow additional money. Some of our competitors have
less debt and, therefore, may have more flexibility operating their businesses
and using their cash flow from operations.
RESTRICTIONS IN DEBT AGREEMENTS
The terms of our credit facility and the indentures relating to our outstanding
notes restrict, among other things, our ability to:
o dispose of assets;
o incur or repay debt;
o create liens; and
o make investments.
The credit facility also requires that we maintain specified financial ratios
and levels including:
o cash interest coverage;
o fixed charge coverage;
o senior debt ratios; and
o total debt ratios.
Our ability to comply with these restrictions, and any similar restrictions in
future agreements, depends on the performance of the company. Because our
performance is subject to prevailing economic, financial and business conditions
and other factors that are beyond our control, we may be unable to comply with
these restrictions in the future. Failure to comply with the restrictions may
cause all amounts outstanding under the credit facility to become immediately
due. We cannot guarantee that we would be able to make such a payment or that
making the payment would not adversely affect our financial position.
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CHANGES IN ECONOMIC AND ADVERTISING TRENDS
We sell advertising space to generate revenues. General economic conditions and
trends in the advertising industry affect the amount of advertising space
purchased. A reduction in money spent on our displays could result from:
o a general decline in economic conditions;
o a decline in economic conditions in particular markets where we
conduct business; or
o a reallocation of advertising expenditures to other available media by
significant users of our displays.
Although we believe that in recent years the amount of money spent on outdoor
advertising has increased faster than total U.S. advertising expenditures, this
performance may not continue in the future. Moreover, the amount spent on all
advertising, including the outdoor segment, may decline.
POTENTIAL ELIMINATION OR REDUCTION OF TOBACCO ADVERTISING
Manufacturers of tobacco products, mainly 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. Our revenues
from the tobacco products industry are depicted in the following table.
<TABLE>
<CAPTION>
------------------------------------------
OUTDOOR
ADVERTISING
PERIOD ENDED NET REVENUES
------------------------------------------
<S> <C>
June 30, 1998 9%
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December 31, 1997 9%
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October 31, 1996 10%
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October 31, 1995 9%
------------------------------------------
October 31, 1994 7%
------------------------------------------
October 31, 1993 7%
------------------------------------------
October 31, 1992 12%
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</TABLE>
As you can see from the table, the percentage of our advertising revenues that
come from the tobacco products industry has decreased over the last several
years. The tobacco industry could further decrease its outdoor advertising
expenditures voluntarily or as a result of governmental regulation. We are not
certain what affect any such reduction would have on our operations.
In June 1997 several of the major tobacco companies in the United States that
had been sued by numerous state attorneys general reached agreement on a
proposed settlement. The terms of this proposed settlement included a ban on all
outdoor advertising of tobacco products commencing nine months after
finalization of the settlement. The settlement, however, was subject to numerous
conditions, most importantly the enactment of legislation by the federal
government. The settlement collapsed in June 1998 after Congress failed to enact
the required legislation. The bill was resubmitted to the Senate Commerce
Committee, but further action before the end of the 1998 Congressional session
is unlikely.
In October 1998, the tobacco companies and attorneys general of 38 states began
discussing a new national tobacco settlement. Under the terms of the proposed
plan, tobacco companies would discontinue all advertising on billboards. At this
time the timing and terms of any definitive settlement are uncertain. If the
tobacco industry eliminates or reduces billboard advertising, our outdoor
advertising revenues could decrease immediately and our available inventory
could increase. An increase in available inventory could cause us to reduce our
rates or limit our ability to raise rates for some period. If a new tobacco
settlement were finalized according to the proposed terms and if we were unable
to replace revenues from tobacco advertising, the proposed settlement would have
an adverse effect on our results of operations. While we believe that we would
be able to replace a substantial portion of the tobacco advertising revenues
that would be eliminated, we cannot guarantee that we will be able to do so or
do so at comparable advertising rates.
The states of Florida, Mississippi, Texas and Minnesota have reached separate
settlements of litigation with the tobacco industry. These settlements were not
conditioned on federal government approval. The Florida and Mississippi
settlements provided for the elimination of all outdoor advertising of tobacco
products by February 1998 and the Texas settlement requires removal by June
1998. We removed all of our tobacco billboards and advertising in Florida,
Mississippi and Texas in
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compliance with those settlement deadlines. The Minnesota settlement requires
the elimination of all outdoor advertising of tobacco products by November
1998. The following table sets forth information about our advertising markets
in Florida, Mississippi and Texas at December 31, 1997.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
PORTION OF TOTAL
TOTAL ADVERTISING ADVERTISING REVENUES
# OF ADVERTISING # OF MARKETS IN THE REVENUES IN STATE FROM TOBACCO
STATE DISPLAY STATE (IN MILLIONS) ADVERTISING
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Florida 4,253 7 $19.2 $1.8
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Mississippi 2,532 3 $10.6 $0.8
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Texas 3,300 6 $11.0 $0.8
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</TABLE>
Before our acquisition of Outdoor Communications, Inc. on October 1, 1998, we
did not have any outdoor advertising displays for tobacco products in Minnesota.
By acquiring Outdoor Communications, Inc. we acquired 1,329 outdoor advertising
displays, some of which were used for advertising tobacco products. However, we
removed all of our outdoor advertising displays for tobacco products in
Minnesota before the settlement deadline of November 1998.
Although we have removed all of our tobacco advertising in states where
settlements are in place, the size and scope of the Minnesota settlement, which
includes the ban on all outdoor tobacco advertising, may foreshadow similar
settlements of tobacco-related litigation in other states, which may adversely
affect outdoor advertising revenues.
REGULATION OF OUTDOOR ADVERTISING
The outdoor advertising business is regulated by federal, state and local
governments. The federal government conditions federal highway assistance on
states imposing location restrictions on the placement of billboards on primary
and interstate highways. Federal laws also impose 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. Some local governments prohibit the
construction of new billboards and the reconstruction of significantly damaged
billboards. Others allow new construction only to replace existing structures.
Some of the jurisdictions where we do business have adopted amortization
ordinances. These ordinances mandate removal of outdoor advertising displays by
a future date. The ordinances often do not provide for payment to the owner for
the loss of structures that are required to be removed. Certain federal and
state laws require payment of compensation in such circumstances. Local laws
that require the removal of a billboard without compensation have been
challenged in state and federal courts with conflicting results. Although we
have been successful in the past in negotiating acceptable arrangements when our
displays have been subject to removal or amortization under these types of local
laws, we may not be successful in the future. We cannot predict what effect
these types of regulations will have on our operations in the future.
We do not believe that any laws currently in place will have a material adverse
effect on our business. However, additional regulations 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. Additional regulations or changes in the current laws regulating and
affecting outdoor adverting at the federal, state or local level may have a
serious adverse effect on our results of operations.
RISKS RELATING TO GROWTH THROUGH ACQUISITIONS
We have substantially increased our inventory of advertising displays through
acquisitions. Our operating strategy involves making purchases in markets where
we currently compete as well as in new markets. We believe that opportunities to
purchase other outdoor advertisers will be available in the future because the
outdoor advertising industry is made up of many participants of various sizes.
The market has been consolidating, however, and this may adversely affect our
ability to find suitable candidates for purchase.
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We are also likely to face increased competition from other outdoor advertising
companies for the companies or assets we wish to purchase. Increased competition
may lead to higher prices for outdoor advertising companies and assets and
decrease those we are able to purchase. We do not know if we will have
sufficient capital resources to make purchases, obtain any required consents
from our lenders, or find purchasing opportunities with acceptable terms.
From January 1, 1997 to October 1, 1998, we purchased 60 complementary
businesses, the most significant of which was the acquisition of Outdoor
Communications, Inc. for $385 million. We must integrate these businesses into
our existing operations. This process of integration may result in unforeseen
difficulties and could require significant time and attention from our
management that would otherwise be directed at developing our existing business.
Further, we cannot be certain that the benefits and cost savings that we
anticipate from these purchases will develop.
COMPETITION
We face competition from other outdoor advertising companies, some of which may
be larger and better financed than we are, as well as from other forms of media,
including television, radio, newspapers and direct mail advertising. We must
also compete with an increasing variety of other out-of-home advertising media
that include advertising displays in shopping centers, malls, airports,
stadiums, movie theaters and supermarkets, and on taxis, trains and buses.
We believe that our local orientation, including our maintenance of local
offices, has enabled us to compete successfully to date. We cannot be sure that
in the future we will compete successfully against the current and future
sources of outdoor advertising competition and competition from other media. The
competitive pressure that we face could adversely affect our profitability or
financial performance. In our logo sign business, we currently face competition
for state franchises from two other logo sign providers as well as local
companies. Initially, we compete for state franchises as they are privatized.
Because these franchises expire after a limited time, we must compete to keep
our existing franchises each time they are up for renewal.
POTENTIAL LOSSES FROM HURRICANES
A significant portion of our 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, we have incurred
significant losses due to severe storms. These losses resulted from structural
damage, overtime compensation, loss of billboards that could not be replaced
under applicable laws and reduced occupancy because billboards were out of
service. We have determined that it is not economical to obtain insurance
against losses from hurricanes and other storms. We have developed contingency
plans to deal with the threat of hurricanes. For example, we attempt to remove
the advertising faces on billboards at the onset of a storm, when possible,
which permits the structures to better withstand high winds during a storm. We
then replace these advertising faces after the storm has passed. Because of our
contingency plans, we have experienced lower levels of losses from recent storms
and hurricanes. Our losses due to structural damage caused during Hurricane
Andrew in 1992 were less than $500,000, and we suffered no significant
structural damage due to hurricanes in 1996 or 1997. We suffered some structural
damage caused by Hurricane Georges in September 1998. Based on preliminary
estimates, we anticipate these losses will be approximately $750,000. We cannot
assure, however, that our contingency plans will be effective in the future.
RISKS IN OBTAINING AND RETAINING LOGO SIGN FRANCHISES
A growing portion of our revenues and operating income come from our logo sign
franchises. We cannot predict what remaining states, if any, will start logo
sign programs or convert state-run logo sign programs to privately operated
programs. We compete with many other parties for new state logo franchises. Even
when we are awarded a franchise, the award may be challenged under state
contract bidding requirements. If an award is challenged, we may incur delays
and litigation costs.
Generally, state logo sign franchises have a term, including renewal options, of
ten to twenty years. States may terminate a franchise early, but in most cases
must pay compensation to the franchise-holder for early termination. Typically,
at the end of the term of the franchise, ownership of the structures is
transferred to the state without compensation to the franchise-holder. One of
our logo sign franchises is due to terminate in the next two years and two are
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subject to renewal during that period. We cannot guarantee that we will be able
to obtain new logo sign franchises or renew our existing franchises. In
addition, after we receive a new state logo franchise, we generally incur
significant start-up costs. We cannot guarantee that we will continue to have
access to the capital necessary to finance those costs.
RELIANCE ON KEY EXECUTIVES
Our success depends to a significant extent upon the continued services of our
executive officers and other key management and sales personnel. Kevin P.
Reilly, Jr., our Chief Executive Officer, our six regional managers and the
manager of our logo sign business, in particular, are essential to our continued
success. Although we have designed our incentive and compensation programs to
retain key employees, we have no employment contracts with any of our employees
and none of our executive officers have signed non-compete agreements. We do not
maintain key man insurance on our executives. If any of our executive officers
or other key management and sales personnel stopped working with us in the
future, it could have an adverse effect on our business.
CONTROLLING STOCKHOLDER
Kevin P. Reilly, Jr., our Chief Executive Officer, is the managing general
partner of the Reilly Family Limited Partnership. On the date of this prospectus
this partnership beneficially owns all of the outstanding shares of Class B
Common Stock, which shares represent approximately 83.4% total voting power of
the Common Stock as of October 9, 1998. As a result, Mr. Reilly, or his
successor as managing general partner, controls the outcome of matters requiring
a stockholder vote. These matters include electing directors, amending our
certificate of incorporation or by-laws, adopting or preventing certain mergers
or other similar transactions, like a sale of substantially all of our assets.
Mr. Reilly would also decide the outcome of transactions that could give the
holders of our Class A Common Stock the opportunity to realize a premium over
the then-prevailing market price for their shares. Our officers, directors and
their affiliates (not including the Reilly Family Limited Partnership) on the
date of this prospectus beneficially own shares of our Common Stock having
approximately 2.4% of the total voting power of the Common Stock.
Accordingly, purchasers of the Class A Common Stock that are being offered under
this prospectus will be minority stockholders. They will have no control over
the management or business practices of the company. Further, subject to
contractual restrictions and general fiduciary obligations, we are not
prohibited from engaging in transactions with management or our principal
stockholders or with entities that members of management or our principal
stockholders have an interest. Our certificate of incorporation does not provide
for cumulative voting in the election of directors and, consequently, the
controlling stockholders can elect all the directors.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of our certificate of incorporation and by-laws may
discourage a third party from offering to purchase the company. These
provisions, therefore, inhibit actions that would result in a change in control
of the company. Some of the actions that are inhibited by these provisions could
give the holders of the Class A Common Stock the opportunity to realize a
premium over the then-prevailing market price of their stock. These provisions
may also adversely affect the market price of the Class A Common Stock. For
example, under our certificate of incorporation we can issue "blank check"
Preferred Stock with such designations, rights and preferences as our board of
directors determines from time to time. If it is issued, this type of Preferred
Stock could be used as a method of discouraging, delaying or preventing a change
in control of the company. In addition, if we issue Preferred Stock, it may
adversely affect the voting and dividend rights, rights upon liquidation and
other rights of the holders of Class A Common Stock. We do not currently intend
to issue any shares of this type of Preferred Stock, but we retain the right to
do so in the future. Furthermore, we are subject to Section 203 of the Delaware
General Corporation Law which may discourage takeover attempts. The Reilly
Family Limited Partnership, furthermore, has the voting power to approve or
reject most takeover proposals.
VOLATILITY OF STOCK PRICE
From time to time, the market price for the Class A Common Stock may change
dramatically. Our quarterly operating results, changes in earning estimates by
analysts, changes in general conditions in our industry, in the economy, in the
financial markets or other developments that affect us, could cause the market
price of the Class A Common Stock to fluctuate substantially.
Fluctuations in the market price of the Class A Common Stock may also occur
because we have some degree of seasonality in our earnings and operating
results. Typically, we experience our strongest financial performance in the
summer and our lowest in the winter. We expect this trend to continue in the
future. Because a significant portion of our expenses is fixed, a decrease in
revenues in any quarter will likely produce a period to period decline in our
operating performance and net earnings. The stock market has also experienced
significant price and volume fluctuations in recent years. This volatility has
had a significant effect on the market price of securities issued by many
companies for reasons unrelated to operating performance.
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SELLING STOCKHOLDERS
The selling stockholders are former stockholders of Mountaineer Outdoor
Sign, Inc., which we recently acquired. We issued the shares covered by this
prospectus to the selling stockholders in connection with the acquisition and
agreed to register the shares. The following table sets forth the name and
number of shares of Class A Common Stock owned by each selling stockholder, all
of which may be offered by this prospectus. Neither of the selling stockholders
has held any position or office with, been employed by or otherwise had a
material relationship with, Lamar or any of our predecessors or affiliates since
January 1, 1995, other than as a stockholder. As of October 20, 1998, there were
approximately 35,933,155 million shares of Lamar Common Stock outstanding. The
total number of shares issued in connection with the acquisition which may be
offered by this prospectus represents less than 1% of that number:
<TABLE>
<CAPTION>
Number of Shares Owned as
of October 20, 1998, all of which
Name of Selling Stockholder are being offered hereby
--------------------------- ---------------------------------
<S> <C>
Oshel B. Craigo 36,442
Thomas Susman 26,563
</TABLE>
Individuals and entities who receive shares from a selling stockholder
as a gift or in connection with a pledge may sell up to 500 of such shares using
this prospectus.
PLAN OF DISTRIBUTION
The selling stockholders may offer the shares of Class A Common Stock
received in the acquisition at various times in transactions in the
over-the-counter market, on any exchange where the Class A Common Stock is then
listed, with broker-dealers or third-parties other than in the over-the-counter
market or on an exchange (including in block sales), in connection with short
sales, in connection with writing call options or in other hedging arrangements,
or in transactions involving a combination of such methods.
The selling stockholders may sell their shares at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices.
The selling stockholders may use dealers, agents or underwriters to
sell their shares. Underwriters may use dealers to sell such shares. If this
happens, the dealers, agents or underwriters may receive compensation in the
form of discounts or commissions from the selling stockholders, purchasers of
shares or both (which compensation to a particular broker might be in excess of
customary compensation).
The selling stockholder and any dealers, agents or underwriters that
participate with the selling stockholder in the distribution of the shares may
be deemed to be "underwriters" as such term is defined in the Securities Act of
1933. Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on the resale of such shares of Class A Common
Stock offered by this prospectus, may be deemed to be underwriting commissions
or discounts under the Securities Act of 1933.
To the extent required, we will amend or supplement this prospectus to
disclose material arrangements regarding the plan of distribution.
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of the shares of Class A
Common Stock covered by this prospectus may be limited in its ability to engage
in market activities with respect to such shares. The selling stockholder, for
example, will be subject to applicable provisions of the Securities Exchange Act
of 1934 and the rules and regulations thereunder, which
9
<PAGE> 11
provisions may limit the timing of purchases and sales of any shares of Class A
Common Stock by the selling stockholder. The foregoing may affect the
marketability of the shares offered by this prospectus.
We have agreed to pay certain expenses of the offering and issuance of
the shares covered by this prospectus, including the printing, legal and
accounting expenses we incur and the registration and filing fees imposed by the
SEC or the Nasdaq National Market. We will not pay brokerage commissions or
taxes associated with sales by the selling stockholders or any legal, accounting
and other expenses of the selling stockholders.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar, is giving
Lamar an opinion on the validity of the shares covered by this prospectus.
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 Outdoor Communications, Inc. and
subsidiaries as of June 30, 1998 and 1997 and the related statements of
operations, stockholders' deficit and cash flows of Outdoor Communications, Inc.
for the years ended June 30, 1998 and 1997, and the period from April 4, 1996
through June 30, 1996, the consolidated statements of operations, stockholders'
deficit and cash flows of OCI Corp. of Michigan and subsidiaries (predecessor to
Outdoor Communications, Inc.) for the period from August 1, 1995 through April
3, 1996, and the consolidated statements of operations, stockholders' deficit
and cash flows of Mass Communications Corp. and subsidiary (predecessor to
Outdoor Communications, Inc.) for the period from September 1, 1995 through
April 3 1996, all of which have been incorporated by reference in this
prospectus and in the Registration Statement, have been incorporated by
reference in this prospectus and in the Registration Statement in reliance upon
the reports 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> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the offering of the shares of Lamar Class A
Common Stock registered under this Registration Statement will be borne by the
registrant and are estimated as follows:
<TABLE>
<S> <C>
SEC Registration Fee................................. $ 500
Legal fees and expenses.............................. $ 10,000
Miscellaneous expenses............................... $ 10,000
-------------
Total........................................... $ 25,000
=============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law grants the
registrant the power to indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
the registrant, or is or was serving at the request of the registrant as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with any such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the registrant, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful, provided, however, no indemnification shall be made in connection
with any proceeding brought by or in the right of the registrant where the
person involved is adjudged to be liable to the registrant except to the extent
approved by a court.
The registrant's By-laws provide that any person who is made a party to
any action or proceeding because such person is or was a director or officer of
the registrant will be indemnified and held harmless against all claims,
liabilities and expenses, including those expenses incurred in defending a claim
and amounts paid or agreed to be paid in connection with reasonable settlements
made before final adjudication with the approval of the Board of Directors, if
such person has not acted, or in the judgement or the shareholders or directors
of the registrant has not acted, with willful or intentional misconduct. The
indemnification provided for in the registrant's By-laws is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled as a matter of law.
The registrant's Certificate of Incorporation (the "Certificate")
provides that directors of the registrant will not be personally liable to the
registrant 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> 13
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
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,
II-2
<PAGE> 14
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on October 23,
1998.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------
Kevin P. Reilly, Jr., President
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising Company
hereby severally constitute and appoint each of Kevin P. Reilly, Jr. and Keith
A. Istre our true and lawful attorneys, with full power to them in any and all
capacities, to sign any amendments to this Registration Statement on Form S-3
(including pre- and post-effective amendments), and any related Rule 462(b)
registration statement or amendment thereto, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on October 23, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal Executive Officer
- --------------------------------
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal Financial and Accounting Officer
- --------------------------------
Keith A. Istre
/s/ Charles W. Lamar Director
- --------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director
- --------------------------------
Gerald H. Marchand
Director
- --------------------------------
Jack S. Rome, Jr.
Director
- --------------------------------
William R. Schmidt
/s/ T. Everett Stewart, Jr. Director
- --------------------------------
T. Everett Stewart, Jr.
</TABLE>
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Sequential
No. Description
- ---------- -----------
<S> <C>
4.1 Amended and Restated Certificate of Incorporation of the
Registrant. Previously filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-05479), and incorporated herein by reference.
4.2 By-Laws of the Registrant, as amended. Previously filed as
Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by
reference.
5.1 Opinion of Palmer & Dodge LLP. Filed herewith.
23.1 Consent of Palmer & Dodge LLP (contained in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP, independent auditors of
Lamar Advertising Company. Filed herewith.
23.3 Consent of KPMG Peat Marwick LLP, independent auditors of
Outdoor Communications, Inc., Mass Communications Corp. and
OCI Corp. of Michigan. Filed herewith.
23.4 Consent of Philip R. Friedman & Associates, independent
accountants of Penn Advertising, Inc. Filed herewith.
23.5 Consent of PricewaterhouseCoopers LLP, independent
accountants of National Advertising Company - Lamar
Acquisition. Filed herewith.
24.1 Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
<PAGE> 1
Exhibit 5.1
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
October 22, 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-3 (the "Registration Statement") filed by Lamar Advertising
Company (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to the registration of 63,005 shares (the "Class
A Shares") of the Company's Class A Common Stock, $0.001 par value, offered for
sale by certain stockholders of the Company listed therein.
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of 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 Class A Shares
have been duly authorized and validly issued and are fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters."
Very truly yours,
/s/ Palmer & Dodge LLP
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lamar Advertising Company:
We consent to the use of our report dated February 6, 1998, except as to Note
18, which is as of February 27, 1998, with respect to the consolidated balance
sheets of Lamar Advertising Company and subsidiaries as of October 31, 1996 and
December 31, 1997, and the related consolidated statements of earnings,
stockholders' equity (deficit) and cash flows for the years ended October 31,
1995 and 1996, the two months ended December 31, 1996, and the year ended
December 31, 1997, incorporated herein by reference and to the reference to our
firm under the heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New Orleans, Louisiana
October 21, 1998
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lamar Advertising Company:
We consent to the use of our report dated August 14, 1998, with respect to the
consolidated balance sheets of Outdoor Communications, Inc. and subsidiaries as
of June 30, 1998 and 1997, and the related consolidated statements of
operations, stockholders' deficit, and cash flows for the years ended June 30,
1998 and 1997, and the period April 4, 1996 to June 30, 1996, our report dated
June 4, 1996, with respect to the consolidated statements of operations,
stockholders' deficit, and cash flows of OCI Corp. of Michigan and subsidiaries
for the period August 1, 1995 through April 3, 1996, and our report dated May
31, 1996, with respect to the consolidated statements of operations,
stockholders' deficit, and cash flows of Mass Communications Corp. and
subsidiary for the period September 1, 1995 through April 3, 1996, which reports
are incorporated herein by reference, and to the reference to our firm under the
heading "Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
East Lansing, Michigan
October 21, 1998
<PAGE> 1
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of 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
Philip R. Friedman & Associates
York, Pennsylvania
October 19, 1998
<PAGE> 1
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated October 17, 1997 on our audit of the National
Advertising Company - Lamar Acquisition statement of assets acquired and
liabilities assumed as of August 14, 1997 and the related statement of revenues
and expenses for the years ended December 31, 1996 and 1995, which report is
included in the Lamar Advertising Company's Form 8-K/A dated October 27, 1997.
We also consent to the reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
October 22, 1998
