<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
LAMAR ADVERTISING COMPANY
(Name of Registrant as Specified In Its Charter)
LAMAR ADVERTISING COMPANY
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE> 2
LAMAR ADVERTISING COMPANY
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(504) 926-1000
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The annual meeting of the stockholders of Lamar Advertising Company, a
Delaware corporation (the "Company" or "Lamar"), will be held at the Radisson
Hotel, 4728 Constitution Avenue, Baton Rouge, Louisiana, at 10:00 a.m. on
Thursday, May 21, 1998, for the following purposes:
1. To elect seven directors of the Company.
2. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on April 3, 1998 will
be entitled to vote at the meeting.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. THEREFORE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE YOUR PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOUR PROXY
WILL NOT BE USED.
By order of the Board of Directors,
Charles W. Lamar, III
Secretary
April 23, 1998
<PAGE> 3
LAMAR ADVERTISING COMPANY
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(504) 926-1000
---------------
PROXY STATEMENT
---------------
GENERAL INFORMATION
The enclosed proxy is solicited on behalf of the Board of Directors of
Lamar Advertising Company ("Lamar" or the "Company") for use at the annual
meeting of stockholders to be held at the Radisson Hotel, 4728 Constitution
Avenue, Baton Rouge, Louisiana, at 10:00 a.m. on Thursday, May 21, 1998, and at
any adjournments thereof.
The authority granted by an executed proxy may be revoked, at any time
before its exercise, by filing with the Secretary of the Company a written
revocation or a duly executed proxy bearing a later date or by voting in person
at the meeting. Shares represented by valid proxies will be voted in accordance
with the specifications in the proxies. If no specifications are made, the
proxies will be voted to elect the directors nominated by the Board of
Directors.
On April 3, 1998, the Company had outstanding 28,691,080 shares of Class A
Common Stock, $0.001 par value per share (the "Class A Stock") and 18,762,912
shares of Class B Common Stock, $0.001 par value per share (the "Class B Stock"
which, together with the Class A Stock, is referred to herein as the "Common
Stock"), which are its only outstanding classes of voting stock. Only
stockholders of record at the close of business on April 3, 1998 will be
entitled to vote at the meeting. The holders of Class A Stock are entitled to
one vote for each share registered in their names on the record date with
respect to all matters to be acted upon at the meeting, and each share of Class
B Stock entitles the holder thereof to ten votes on such matters. The presence
at the meeting, in person or by proxy, of a majority in interest of the Common
Stock issued and outstanding and entitled to vote at the meeting shall
constitute a quorum for the transaction of business. Abstentions and broker
non-votes will be considered present for purposes of determining the presence of
a quorum.
The approximate date on which this proxy statement and accompanying proxy
are first being sent or given to stockholders is April 23, 1998.
<PAGE> 4
SHARE OWNERSHIP
The following table and footnotes set forth certain information regarding
the beneficial ownership of the Common Stock as of March 1, 1998 by (i) persons
known by the Company to be beneficial owners of more than 5% of either class of
Common Stock, (ii) the Chief Executive Officer and each of the other executive
officers other than the Chief Executive Officer, (iii) each director and nominee
for election as a director of the Company and (iv) all current executive
officers and directors of the Company as a group:
<TABLE>
<CAPTION>
DIRECTORS, OFFICERS TITLE OF NUMBER OF PERCENT
AND 5% STOCKHOLDERS CLASS SHARES (1) OF CLASS
------------------- --------- ------------ --------
<S> <C> <C> <C>
Kevin P. Reilly, Jr. Class A 7,500 *
c/o The Lamar Corporation Class B(2) 18,762,912(3) 100.0%(4)
5551 Corporate Blvd.
Baton Rouge, LA 70808
Putnam Investments, Inc. Class A 5,524,117(5) 19.3%
One Post Office Square
Boston, MA 02109
Charles W. Lamar, III Class A 5,250,665(6) 18.3%
c/o The Lamar Corporation
5551 Corporate Blvd.
Baton Rouge, LA 70808
Mary Lee Lamar Dixon Class A 2,487,727 8.7%
c/o The Lamar Corporation
5551 Corporate Blvd.
Baton Rouge, LA 70808
Pilgrim Baxter & Associates, Ltd. Class A 2,216,100(8) 7.7%
825 Duportail Road
Wayne, PA 19087
Keith A. Istre Class A 12,250(9) *
Gerald H. Marchand Class A 161,662 *
Jack S. Rome, Jr. Class A 3,750(10) *
William R. Schmidt Class A 750 *
T. Everett Stewart, Jr. Class A 0 *
All Directors and Executive Officers Class A 24,199,489(11) 51.0%(12)
as a Group (7 Persons)
</TABLE>
- ----------------------
* Less than 1%
(1) The persons and entities named in the table have sole voting and
investment power with respect to all shares beneficially owned by
them, except as noted below.
- 2 -
<PAGE> 5
(2) Upon the sale of any shares of Class B Stock to a person other than to
a Permitted Transferee, such shares will automatically convert into
shares of Class A Stock. Permitted Transferees include (i) Kevin P.
Reilly, Sr.; (ii) a descendant of Kevin P. Reilly, Sr.; (iii) a spouse
or surviving spouse (even if remarried) of any individual named or
described in (i) or (ii) above; (iv) any estate, trust, guardianship,
custodianship, curatorship or other fiduciary arrangement for the
primary benefit of any one or more of the individuals named or
described in (i), (ii) and (iii) above; and (v) any corporation,
partnership, limited liability company or other business organization
controlled by and substantially all of the interests in which are
owned, directly or indirectly, by any one or more of the individuals
and entities named or described in (i), (ii), (iii) and (iv) above.
Except for voting rights, the Class A and Class B Stock are
substantially identical. The holders of Class A Stock and Class B
Stock vote together as a single class (except as may otherwise be
required by Delaware law), with the holders of Class A Stock entitled
to one vote per share and the holders of Class B Stock entitled to ten
votes per share, on all matters on which the holders of Common Stock
are entitled to vote.
(3) Consists of shares held by the Reilly Family Limited Partnership (the
"RFLP"), of which Mr. Reilly is the managing general partner. Mr.
Reilly's three siblings, Wendell S. Reilly, Sean E. Reilly and Anna
Reilly Cullinan, are the other general partners of the RFLP.
(4) Represents 39.5% of the Class A Stock if all shares of Class B Stock
are converted into Class A Stock.
(5) Putnam Investments, Inc. ("PIM") shares voting power as to 354,651 of
these shares with The Putnam Advisory Co., Inc. and shares dispositive
power with Putnam Investment Management, Inc., The Putnam Advisory
Co., Inc. and Putnam New Opportunities Fund as to 5,090,529, 433,588
and 2,375,000 of these shares, respectively. Based on the Schedule
13-G/A for the year ended December 31, 1997 filed by PIM with the
Securities and Exchange Commission.
(6) Includes 1,555,592 shares of Class A Stock held in trust for Mr.
Lamar's two minor children who reside with him, as to which Mr. Lamar
disclaims beneficial ownership, and 1,500,000 shares of Class A Stock
held by CWL3, LLC, as to which Mr. Lamar is deemed the beneficial
owner.
(7) Includes 817,821 shares of Class A Stock held in a trust, of which
LaBanc & Co. is the nominee of the trustee, for the benefit of Mrs.
Dixon, as to which Mrs. Dixon disclaims beneficial ownership, and
1,650,000 shares of Class A Stock held by Mary Lee Lamar Dixon Family
LLC, as to which Mrs. Dixon is deemed the beneficial owner.
(8) Pilgrim Baxter & Associates, Ltd. ("PB&A") shares the power to vote
and has sole dispositive power over the shares. Based on the Schedule
13G for the year ended December 31, 1997 filed by PB&A with the
Securities and Exchange Commission.
(9) Includes 10,000 shares of Class A Stock subject to stock options
exercisable within 60 days of March 1, 1998.
(10) Consists of 3,000 shares of Class A Stock held in trust for Mr. Rome's
two children and 750 shares of Class A Stock owned jointly with
J. King Woolf, III, as to which Mr. Rome is considered the beneficial
owner.
(11) See Notes 3, 6, 9 and 10.
(12) Assumes the conversion of all shares of Class B Stock into shares of
Class A Stock.
- 3 -
<PAGE> 6
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's executive officers and directors and persons who own
beneficially more than ten percent of the Company's equity securities are
required under Section 16(a) of the Securities Exchange Act of 1934 to file
reports of ownership and changes in ownership of Company securities with the
Securities and Exchange Commission. Copies of these reports must also be
furnished to the Company. Based solely on a review of the copies of reports
furnished to the Company and written representations that no other reports were
required, the Company believes that during 1997 the Company's executive
officers, directors and 10% beneficial owners complied with all applicable
Section 16(a) filing requirements, subject to the following: Mr. Lamar, an
executive officer and director of the Company, reported on April 20, 1998 the
sales of shares of Class A Stock held by trusts as to which his minor children
are beneficiaries, the reports for which were due on June 10, 1997 and December
10, 1997.
ELECTION OF DIRECTORS
The Board of Directors has fixed the number of directors at seven for the
coming year. The persons named below have been nominated for election as
directors at the annual meeting of stockholders to be held on May 21, 1998, to
serve until the next annual meeting of stockholders and until their successors
are elected and qualified. Each has consented to being named a nominee in this
proxy statement and to serve, if elected, as a director. If any nominee is
unable to serve, proxies will be voted for such other candidates as may be
nominated by the Board of Directors.
Directors will be elected by a plurality of the votes properly cast at the
meeting. Abstentions and votes withheld will not be treated as votes cast for
this purpose and will not affect the outcome of the election.
The following table contains certain information about the nominees for
director.
<TABLE>
<CAPTION>
Business Experience During Past Five Director
Name and Age Years and Other Directorships Since
------------ ----------------------------- --------
<S> <C> <C>
Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. has served as the Company's President and Chief 1984
Age: 43 Executive Officer since February 1989. Mr. Reilly served as
President of the Company's Outdoor Division from 1984 to 1989.
Mr. Reilly, an employee of the Company since 1978, has also served
as Assistant and General Manager of the Company's Baton Rouge
Region and Vice President and General Manager of the Louisiana
Region. Mr. Reilly received a B.A. from Harvard University in
1977.
Keith A. Istre Keith A. Istre has been Chief Financial Officer of the Company since 1991
Age: 45 February 1989. Mr. Istre joined the Company as Controller in 1978
and became Treasurer in 1985. Prior to joining the Company, Mr.
Istre was employed by a public accounting firm in Baton Rouge from
1975 to 1978. Mr. Istre graduated from the University of
Southwestern Louisiana in 1974 with a degree in accounting.
</TABLE>
- 4 -
<PAGE> 7
<TABLE>
<CAPTION>
Business Experience During Past Five Director
Name and Age Years and Other Directorships Since
------------ ----------------------------- --------
<S> <C> <C>
Charles W. Lamar, III Charles W. Lamar, III joined the Company in 1982 as General 1973
Age: 49 Counsel. Prior to joining the Company, Mr. Lamar maintained his
own law practice and was employed by a law firm in Baton Rouge.
Mr. Lamar received a B.A. in philosophy from Harvard University
in 1971, a M.A. in Economics from Tufts University in 1972 and a
J.D. from Boston University in 1975.
Gerald H. Marchand Gerald H. Marchand has been Regional Manager of the Baton Rouge 1978
Age: 66 Region, which encompasses operations in Louisiana, Mississippi and
Texas, since 1988. He began his career with the Company in leasing
and went on to become President of the Outdoor Division. He has
served as General Manager of the Lake Charles and Mobile operations.
Mr. Marchand received a Masters in Education from Louisiana State
University in 1955.
Jack S. Rome, Jr. Jack S. Rome, Jr. has been President of No Fault Industries, Inc., a 1974
Age: 49 construction company specializing in outdoor recreational facilities,
since 1988. Mr. Rome has also served as President of Jack Rome,
Jr. & Associates, Inc., a management consulting company, since
October 1987. Mr. Rome served the Company in various capacities
from 1975 to 1986. Mr. Rome received his B.S. in accounting from
Southeastern Louisiana University in 1971.
William R. Schmidt William R. Schmidt is Director of Private Placements for Pacific Life 1994
Age: 46 Insurance Company in its Securities Department, where he has been
employed since 1990. He has a B.S. in Finance from Pennsylvania
State University and an MBA from the Amos Tuck School of
Business at Dartmouth College.
T. Everett Stewart, Jr. T. Everett Stewart, Jr. has been President of Interstate Logos, Inc., 1996
Age: 44 a wholly-owned subsidiary of the Company, since 1988. He served
as Regional Manager of the Company's Baton Rouge Region from 1984
to 1988. Previously, he served the Company as Sales Manager in
Montgomery and General Manager of the Monroe and Alexandria,
Louisiana operations. Before joining the Company in 1979, Mr. Stewart
was employed by the Lieutenant Governor of the State of Alabama and
by a United States Senator from the State of Alabama. Mr. Stewart
received a B.S. in Finance from Auburn University in 1976.
</TABLE>
Kevin P. Reilly, Jr. and Charles W. Lamar, III are cousins.
- 5 -
<PAGE> 8
The Board of Directors held four meetings during 1997. Each of the
directors then in office attended at least 75% of the aggregate of all meetings
of the Board and all meetings of the committees of the Board on which such
director then served.
The Company has standing Audit and Compensation Committees of the Board of
Directors but does not have a Nominating Committee. The Audit Committee, which
until the retirement of Dudley W. Coates from the Board of Directors in December
1997, consisted of Messrs. Coates, Rome and Schmidt, and during the remainder of
1997 consisted of Messrs. Rome and Schmidt, held two meetings during 1997. The
primary function of the Audit Committee is to assist the Board of Directors in
the discharge of its duties and responsibilities by providing the Board with an
independent review of the financial health of the Company and of the reliability
of the Company's financial controls and financial reporting systems. The
Committee reviews the general scope of the Company's annual audit, the fee
charged by the Company's independent accountants and other matters relating to
internal control systems. For information about the Compensation Committee, see
the "Compensation Committee Report on Executive Compensation" below.
The Executive Committee of the Board of Directors, which has authority to
operate the affairs of the Company between Board meetings, currently consists of
Messrs. Reilly, Istre, Lamar and Marchand.
- 6 -
<PAGE> 9
EXECUTIVE COMPENSATION
The Compensation Committee Report set forth below describes the Company's
compensation policies applicable to executive officers and the bases for Mr.
Reilly's compensation as Chief Executive Officer. The following graph shows a
comparison of the cumulative total shareholder returns on the Class A Stock over
the period from August 2, 1996 (the first trading day of the Class A Stock) to
December 31, 1997 as compared with that of the Nasdaq Total Return Index and an
index of certain companies selected by the Company as comparative to the Company
in that each is an outdoor advertising company. The graph assumes $100 invested
on August 2, 1996 in Class A Stock at its initial public offering price of
$10.67 per share (as adjusted for the Company's 3-for-2 stock split effected in
February 1998 (the "Stock Split")), the Nasdaq Total Return Index and a peer
group index, with all dividends, if any, being reinvested.
COMPARISON OF THE CUMULATIVE TOTAL RETURN AMONG
LAMAR ADVERTISING COMPANY, THE NASDAQ TOTAL RETURN INDEX,
AND A PEER GROUP INDEX(1)
[PERFORMANCE LINE CHART]
<TABLE>
<CAPTION>
=============================================================================================================================
August 2, 1996 December 31, 1996 December 31, 1997
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lamar Advertising Company 100 152 248
- -----------------------------------------------------------------------------------------------------------------------------
Nasdaq Total Return Index 100 115 140
- -----------------------------------------------------------------------------------------------------------------------------
Peer Group Index 100 115 223
=============================================================================================================================
</TABLE>
- ----------------------
(1) The companies selected to form the Company's industry peer group index are
Outdoor Systems, Inc., Universal Outdoor Holdings, Inc. and The Ackerley
Group, Inc., three other companies operating in the outdoor advertising
industry whose equity securities are publicly traded.
- 7 -
<PAGE> 10
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee")
currently consists of Messrs. Rome (Chairman) and Schmidt. Prior to December
1997, when Mr. Coates retired from the Company's Board of Directors, Mr. Coates
served as a member of the Committee. The Committee's responsibilities include
reviewing the performance of the Chief Executive Officer and the other executive
officers of the Company and making determinations as to such officers' cash and
equity-based compensation and benefits. The Committee met one time during 1997.
The Company's executive compensation policy is designed to attract, retain
and reward executive officers who contribute to the long-term success of the
Company by maintaining a competitive salary structure and aligning individual
compensation with the achievement of corporate and individual performance
objectives.
The Committee reviews the entire executive compensation package for each
officer, which consists of base salary, annual cash bonuses and stock option
grants under the Company's 1996 Equity Incentive Plan.
EXECUTIVE OFFICER COMPENSATION
Overall, the Committee has determined that executive officer base salaries
and cash bonuses should be based on industry averages for comparable positions
as well as on individual and corporate performance.
For 1997, the Chief Executive Officer made recommendations to the Committee
as to base salary amounts for each executive officer (including himself) based
on his assessment of each officer's individual performance and current level of
compensation. The Committee evaluated the Chief Executive Officer's
recommendations, taking into account the officer's tenure in his position, the
Committee's subjective assessment of individual performance and the Company's
overall performance during the prior year. The Committee also relied on its
knowledge of the outdoor advertising industry, salaries paid by other outdoor
advertising companies for similar positions and the current financial
environment within the Company's industry. Based on its evaluation, the
Committee approved the Chief Executive Officer's recommendations as to the base
compensation of each executive officer. The base salary of the Chief Executive
Officer remained the same in 1997. Increases in base salary for the Company's
other executive officers ranged from 0 to 13% during 1997.
Each year, the Chief Executive Officer proposes to the Committee the size
of annual bonuses, taking into account the size of the pool, the growth of the
Company for that year and each officer's individual performance. In 1997, cash
bonuses paid to the Chief Executive Officer and other staff officers from this
pool amounted to 1.0% of the Company's EBITDA. The Chief Executive Officer's
bonus was based on the overall financial performance of the Company during 1997
and the successful completion of over $320 million in acquisitions during the
year.
STOCK OPTIONS
The Committee believes that stock option grants align the interests of
management with those of the Company's stockholders. In that regard, the
Committee granted stock options to Mr. Istre in August 1996 upon completion of
the Company's initial public equity offering. Because the majority of the
options granted to Mr. Istre remain unvested, the Committee determined not to
grant additional stock options to Mr. Istre in 1997.
- 8 -
<PAGE> 11
DEDUCTION LIMIT FOR EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code limits a publicly held
company's tax deduction for compensation paid to the chief executive officer and
the other four most highly paid officers. Generally, amounts paid in excess of
$1,000,000 to a covered executive in any year cannot be deducted. Certain
performance-based compensation that has been approved by stockholders is not
subject to the limit. The Company does not expect to have compensation exceeding
the $1,000,000 limitation for the foreseeable future. Stock options granted
under the 1996 Plan are not subject to the limitation under applicable
regulations. In addition, the Committee will consider as appropriate other ways
to maximize the deductibility of executive compensation, while retaining the
discretion to compensate certain executive officers in a manner commensurate
with performance and the competitive environment for executive talent without
regard to deductibility.
By the Compensation Committee,
Jack S. Rome, Jr.
William R. Schmidt
- 9 -
<PAGE> 12
The following tables set forth certain compensation information for the
Chief Executive Officer and each of the other executive officers of the Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------- ---------------------
Shares of
Name and Other Annual Class A Stock
Principal Position Year Salary($) Bonus($) Compensation($)(1) Underlying Options(#)
- ------------------ ---- --------- -------- ------------------ ---------------------
<S> <C> <C> <C> <C> <C>
Kevin P. Reilly, Jr. 1997 180,000 350,000 57,500 --
President and Chief Executive 1996 180,000 250,000 6,500 --
Officer 1995 120,000 200,000 5,500 --
Keith A. Istre 1997 102,000 200,000 15,000 --
Treasurer and Chief Financial 1996 90,000 125,000 6,500 100,000
Officer 1995 80,000 75,000 6,000 --
Charles W. Lamar, III 1997 89,000 40,000 -- --
Secretary and General Counsel 1996 89,000 40,000 -- --
1995 89,000 43,300 -- --
</TABLE>
- ----------------------
(1) The reported amounts consist of employer contributions under the Company's
deferred compensation plan.
- 10 -
<PAGE> 13
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised in-the-Money
Options at Options at
Shares Fiscal Year-End(#) Fiscal Year-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($) Unexercisable(1) Unexercisable(1)(2)
---- ----------- ----------- ---------------- -------------------
<S> <C> <C> <C>
Kevin P. Reilly, Jr. 0 --- 0/0 0/0
Keith A. Istre 0 --- 60,000/90,000 950,000/1,425,000
Charles W. Lamar 0 --- 0/0 0/0
</TABLE>
- ----------------------
(1) As adjusted for the Stock Split.
(2) Based on the difference between the option exercise price and the closing
price of the underlying Class A Stock on December 31, 1997, which closing
price was $26.50 (as adjusted for the Stock Split).
DIRECTOR COMPENSATION
Directors who are not employed by the Company receive a fee of $2,500 for
each meeting of the Board of Directors attended and are reimbursed for travel
expenses incurred to attend such meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During the fiscal year ended December 31, 1997, the Company's Compensation
Committee consisted of Messrs. Rome and Schmidt and, until his retirement from
the Board of Directors in November 1997, Mr. Coates. Mr. Rome was employed by
the Company from 1975 to 1986 and has taken out personal loans from the Company.
See "Certain Relationships and Related Transactions" below.
- 11 -
<PAGE> 14
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has from time to time made various personal loans to the
persons listed below. The loans bear interest at a rate equal to 100 basis
points above the rate applicable to United State Treasury six-month bills.
<TABLE>
<CAPTION>
Largest Outstanding
Balance Since
Beginning of Last Balance Outstanding as
Name Fiscal Year of December 31, 1997
---- -------------------- ----------------------
<S> <C> <C>
Jack S. Rome(1) $106,314 $73,334
Wendell S. Reilly(2) 50,000 0
T. Everett Stewart, Jr.(1) 91,862 0
</TABLE>
- ----------------------
(1) The named individual is a director of the Company.
(2) Member of the Reilly family.
The Company has made investments totalling $1.25 million in Wireless One,
Inc. ("Wireless"), a publicly-held company in the wireless cable business. Sean
E. Reilly, a former director of the Company and the brother of the Company's
Chief Executive Officer, was the Chief Executive Officer of Wireless until
August 1997. The current market value of these investments is less than the
Company's cost.
INFORMATION CONCERNING AUDITORS
The firm of KPMG Peat Marwick LLP, independent accountants, examined the
Company's financial statements for the year ended December 31, 1997. The Board
of Directors has appointed KPMG Peat Marwick LLP to serve as the Company's
auditors for its fiscal year ending December 31, 1998. Representatives of KPMG
Peat Marwick LLP are expected to attend the annual meeting to respond to
appropriate questions, and will have the opportunity to make a statement if they
desire.
DEADLINE FOR STOCKHOLDER PROPOSALS
In order for a stockholder proposal to be considered for inclusion in the
Company's proxy materials for the 1999 annual meeting, it must be received by
the Company at 5551 Corporate Boulevard, Baton Rouge, Louisiana 70808,
Attention: Secretary, no later than December 18, 1998.
EXPENSES OF SOLICITATION
The Company will bear the cost of the solicitation of proxies, including
the charges and expenses of brokerage firms and others of forwarding
solicitation material to beneficial owners of stock. In addition to the use
- 12 -
<PAGE> 15
of mails, proxies may be solicited by officers and any regular employees of the
Company in person or by telephone. The Company expects that the costs incurred
in the solicitation of proxies will be nominal.
OTHER MATTERS
The Board of Directors does not know of any business to come before the
meeting other than the matters described in the notice. If other business is
properly presented for consideration at the meeting, the enclosed proxy
authorizes the persons named therein to vote the shares in their discretion.
April 23, 1998
- 13 -
<PAGE> 16
(FRONT OF PROXY CARD)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS MAY 21, 1998
LAMAR ADVERTISING COMPANY
The undersigned stockholder of Lamar Advertising Company (the "Company")
hereby appoints Kevin P. Reilly, Jr., Keith A. Istre and Charles W. Lamar, III,
and each of them acting singly, the attorneys and proxies of the undersigned,
with full power of substitution, to vote on behalf of the undersigned all of the
shares of capital stock of the Company that the undersigned is entitled to vote
at the Annual Meeting of Stockholders of the Company to be held May 21, 1998,
and at all adjournments thereof, hereby revoking any proxy heretofore given with
respect to such shares.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL. IN THEIR DISCRETION, THE PROXIES ARE ALSO AUTHORIZED TO
VOTE UPON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE SIGN AND MAIL PROXY TODAY
MARK HERE FOR ADDRESS CHANGE AND NOTE ON REVERSE [ ]
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)
[SEE REVERSE SIDE]
<PAGE> 17
(REVERSE OF PROXY CARD)
[X] PLEASE MARK YOUR VOTES AS THIS EXAMPLE.
FOR WITHHELD
All nominees For all nominees
1. Proposal to elect directors [ ] [ ]
FOR, except withheld from the following nominee(s):
_________________________________
Nominees: Kevin P. Reilly, Jr.
Keith A. Istre
Charles W. Lamar, III
Gerald H. Marchand
Jack S. Rome, Jr.
William R. Schmidt
T. Everett Stewart, Jr.
Signature: ________________________ Date: ____________________
Signature: ________________________ Date: ____________________
NOTE: Please sign exactly as name appears on stock certificate. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, or guardian, please give full title as
such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership
name by authorized person.
