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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-66059
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Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
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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 December 21, 1998, the last reported per share sale price
of Lamar Class A Common Stock was $33.75.
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 5 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF SHARES OF CLASS A COMMON STOCK.
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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.
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THE DATE OF THIS PROSPECTUS IS DECEMBER 23, 1998.
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TABLE OF CONTENTS
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Page
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Lamar Advertising Company..................................................4
Where You Can Find More Information........................................4
Risk Factors...............................................................5
Selling Stockholders.......................................................10
Plan of Distribution.......................................................10
Legal Matters..............................................................11
Experts....................................................................11
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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
November 1, 1998, we operated approximately 70,400 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 November 1, 1998, we
maintained over 73,500 logo sign displays 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,
June 30, 1998 and September 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, October 15, 1998 and
December 22, 1998;
o The consolidated financial statements of Penn Advertising, Inc. and
Subsidiary contained in 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 expected operating results
o market opportunities
o acquisition opportunities
o ability to compete and
o stock price.
Generally, the words "anticipates," "believes," "expects," "intends" and similar
expressions identify such forward-looking statements. Forward-looking statements
involve risks and uncertainties, and our actual results could differ materially
from the results discussed in the forward-looking statements because of these
and other factors.
SIGNIFICANT FIXED PAYMENTS ON OUR DEBT INCREASES UNCERTAINTY AND REDUCES
FLEXIBILITY IN OPERATIONS
We have borrowed substantial amounts of money in the past and may borrow more
money in the future. At December 1, 1998, we had approximately $980 million of
debt outstanding consisting of approximately $350 million in bank debt, $560
million in various series of senior subordinated notes and $70 million in
various other short-term and long-term debt.
A large part of our cash flow from operations must be used to make principal and
interest payments on our debt. If our operations make less money in the future,
we may need to borrow to make these payments. In addition, we finance most of
our acquisitions through borrowings under our bank credit facility which has a
total committed amount of $500 million in term and revolving credit loans. As of
December 1, 1998, we only had approximately $100 million available to borrow
under this credit facility. Since our borrowing capacity under our credit
facility is limited, we may not be able to continue to finance future
acquisitions at our historical rate with borrowings under our credit facility.
We may need to borrow additional amounts or seek other sources of financing to
fund future acquisitions. 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 may have less debt and, therefore, may have more
flexibility to operate their businesses and use their cash flow from
operations.
RESTRICTIONS IN DEBT AGREEMENTS REDUCE OPERATING FLEXIBILITY AND CREATE
POTENTIAL FOR DEFAULTS
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.
Under our credit facility we must maintain specified financial ratios and levels
including:
o cash interest coverage
o fixed charge coverage
o senior debt ratios and
o total debt ratios.
Failure to comply with these tests may cause all amounts outstanding under the
credit facility to become immediately due. If this were to occur, it would
create serious financial problems for us. Our ability to comply with these
restrictions, and any similar restrictions in future agreements, depends on our
operating performance. 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.
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CHANGES IN ECONOMIC AND ADVERTISING TRENDS COULD HURT OUR BUSINESS
We sell advertising space to generate revenues. A decrease in demand for
advertising space could adversely affect our business. 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
o a reallocation of advertising expenditures to other available media by
significant users of our displays or
o a decline in the amount spent on advertising in general.
ELIMINATION OF TOBACCO ADVERTISING WILL REDUCE OUR REVENUES
In November 1998, the U.S. tobacco companies and attorneys general of 8 states
agreed to the terms of a new national tobacco settlement. This new proposed
settlement, unlike the previous proposed settlement which collapsed in June 1998
after Congress failed to enact the required legislation, does not require
federal government approval. A total of forty-six states, the District of
Columbia and five territories have agreed to sign on to this new proposed
settlement. Under its terms, tobacco companies will discontinue all advertising
on billboards and buses in these jurisdictions. The remaining four states have
already reached separate settlements of litigation with the tobacco industry. We
have already removed all of our tobacco billboards and advertising in these
states in compliance with the settlement deadlines.
When the latest settlement is finalized, we estimate that all of our current
revenues from tobacco advertising will come to an end in April 1999. Our
revenues from tobacco advertising totaled $17.7 million for 1997 and $14.6
million for the nine-month period ended September 30, 1998. Management currently
estimates based on available information that approximately $18 to $19 million
in tobacco advertising revenues will be lost in 1999 as a result of this
settlement.
When fully implemented, the ban on outdoor advertising of tobacco products
provided in the settlement will decrease our outdoor advertising revenues and
increase our available inventory. An increase in available inventory could cause
us to reduce our rates or limit our ability to raise rates. If we are unable to
replace our revenues from tobacco advertising before the tobacco settlement is
fully implemented, this settlement will have an adverse effect on our results of
operations.
REGULATION OF OUTDOOR ADVERTISING IMPACTS OUR OPERATIONS
Our operations are significantly impacted by federal, state and local government
regulation of the outdoor advertising business.
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 have enacted ordinances which require
removal of billboards by a future date. Others prohibit the construction of new
billboards and the reconstruction of significantly damaged billboards, or allow
new construction only to replace existing structures.
Local laws which mandate removal of billboards at a future date 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. Accordingly, we may not be successful in negotiating acceptable
arrangements when our displays have been subject to removal under these types of
local laws.
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 material adverse effect on our results
of operations.
CONTINUING TO GROW BY ACQUISITIONS MAY BECOME MORE DIFFICULT AND INVOLVES COSTS
AND UNCERTAINTIES
We have substantially increased our inventory of advertising displays through
acquisitions. Our
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operating strategy involves making purchases in markets where we currently
compete as well as in new markets. However, the following factors may affect
our ability to continue to pursue this strategy effectively.
o The outdoor advertising market has been consolidating, and this may
adversely affect our ability to find suitable candidates for purchase.
o 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.
o We do not know if we will have sufficient capital resources to make
purchases, obtain any required consents from our lenders, or find
acquisition opportunities with acceptable terms.
o From January 1, 1997 to December 1, 1998, we completed 64 transactions
involving the purchase of complementary outdoor advertising assets, the
most significant of which was the acquisition on October 1, 1998 of
Outdoor Communications, Inc. for $385 million. We must integrate these
acquired assets and 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 FROM LARGER OUTDOOR ADVERTISERS AND OTHER FORMS OF ADVERTISING COULD
HURT OUR PERFORMANCE
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. 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.
In our logo sign business, we currently face competition for state-awarded
service contracts from two other logo sign providers as well as local companies.
Initially, we compete for state-awarded service contracts as they are
privatized. Because these contracts expire after a limited time, we must compete
to keep our existing contracts each time they are up for renewal.
POTENTIAL LOSSES RESULTING FROM THE FAILURE OF OUR CONTINGENCY PLANS RELATING TO
HURRICANES COULD HURT OUR BUSINESS
Although we have developed contingency plans designed to deal with the threat
posed to our advertising structures by hurricanes, we cannot guarantee that
these plans will work. If these plans fail, significant losses could result.
A significant portion of our structures is 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. Instead, 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. However, these plans
may not be effective in the future and, if they are not, significant losses may
result.
LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL
A growing portion of our revenues and operating income come from our
state-awarded service contracts for logo signs. 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-awarded service contracts for logo signs. Even when we are awarded
such a contract, the award may be challenged under state contract bidding
requirements. If an award is challenged, we may incur delays and litigation
costs.
Generally, state-awarded logo sign contracts have a term, including renewal
options, of ten to twenty years. States may terminate a contract early, but in
most cases must pay compensation to the logo sign
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provider for early termination. Typically, at the end of the term of the
contract, ownership of the structures is transferred to the state without
compensation to the logo sign provider. Of our current logo sign contracts, one
is due to terminate in September 1999 and two are subject to renewal, one in May
1999 and another in June 2000. We cannot guarantee that we will be able to
obtain new logo sign contracts or renew our existing contracts. In addition,
after we receive a new state-awarded logo contract, 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.
LOSS OF KEY EXECUTIVES COULD AFFECT OUR OPERATIONS
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 CAN CONTROL VOTE TO EXCLUSION OF PURCHASERS OF CLASS A
COMMON STOCK
Purchasers of the Class A Common Stock offered under this prospectus will be
minority stockholders. They will have no control over the management or
business practices of the company. 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 83.3% total voting power of the Common Stock as of
November 30, 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, such as 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.
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 in which 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 Reilly Family Limited Partnership can elect all the directors.
CERTAIN ANTI-TAKEOVER PROVISIONS MAY MAKE IT HARDER TO SELL THE COMPANY OR
AFFECT THE MARKET PRICE OF CLASS A COMMON STOCK
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 these actions would otherwise 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 any
takeover proposal.
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CHANGES IN OUR STOCK PRICE COULD EXPOSE YOUR INVESTMENT TO LOSS
From time to time, the market price for the Class A Common Stock may change
dramatically. These changes could occur at any time and could lead to the loss
of a significant amount of your investment.
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 were stockholders of Mountaineer Outdoor Sign,
Inc., which we recently acquired. We issued the shares covered by this
prospectus to them 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 December 18, 1998, there were approximately 36,160,400
million shares of Lamar Class A 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:
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Number of Shares Owned as
of December 2, 1998, all of which
Name of Selling Stockholder are being offered hereby
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Oshel B. Craigo 36,442
Thomas Susman 26,563
</TABLE>
Any person who receives 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
covered by this prospectus from time to time 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 under it, which
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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.
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