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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 [ ] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 204.14a-12
LAMAR ADVERTISING COMPANY
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(Name of Registrant as Specified In Its Charter)
LAMAR ADVERTISING COMPANY
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(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)(1) and 0-11.
1) Title of each class of Securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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LAMAR ADVERTISING COMPANY
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(504) 926-1000
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
A special meeting of the stockholders of Lamar Advertising Company, a
Delaware corporation (the "Company"), will be held at the Company's offices at
5551 Corporate Boulevard, Baton Rouge, Louisiana, at 9:00 a.m. on Thursday,
February 26, 1998, for the following purposes:
1. To approve an amendment to the Company's certificate of
incorporation that would increase the number of authorized shares of Class A
Common Stock from 50,000,000 to 75,000,000 shares and increase the number of
authorized shares of Class B Common Stock from 25,000,000 to 37,500,000 shares.
2. To transact such other business as may properly come before the
meeting.
Only stockholders of record at the close of business on January 16,
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
Date: January 27, 1998
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LAMAR ADVERTISING COMPANY
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(504) 926-1000
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PROXY STATEMENT
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GENERAL INFORMATION
The enclosed proxy is solicited on behalf of the Board of Directors of
Lamar Advertising Company (the "Company") for use at the special meeting of
stockholders to be held at the Company's offices at 5551 Corporate Boulevard,
Baton Rouge, Louisiana, at 9:00 a.m. on Thursday, February 26, 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 approve the proposal listed in the notice on the cover
page of this proxy statement.
On January 16, 1998 the Company had outstanding 18,987,314 shares
of Class A Common Stock, $0.001 par value per share (the "Class A Stock") and
12,508,608 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 January 16, 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 constitutes 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 January 27, 1998.
<PAGE> 4
SHARE OWNERSHIP
The following table and footnotes set forth certain information
regarding the beneficial ownership of the Company's common stock as of January
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 Company's executive officers other than the Chief Executive Officer, (iii)
each 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 5,000 *
c/o The Lamar Corporation Class B(2) 12,508,608(3) 100.0%(4)
5551 Corporate Blvd.
Baton Rouge, LA 70808
Charles W. Lamar, III Class A 3,766,657(5) 19.9%
c/o The Lamar Corporation
5551 Corporate Blvd.
Baton Rouge, LA 70808
Putnam Investment Management, Inc. Class A 3,426,752(6) 18.1%
One Post Office Square
Boston, MA 02109
Mary Lee Lamar Dixon Class A 1,658,485 8.7%
c/o The Lamar Corporation
5551 Corporate Blvd.
Baton Rouge, LA 70808
Keith A. Istre Class A 40,875(8) *
Gerald H. Marchand Class A 129,024 *
Jack S. Rome, Jr. Class A 2,500(9) *
William R. Schmidt Class A 500 *
T. Everett Stewart Class A 45,450(10) *
All Directors and Executive Officers Class A 16,493,614(11) 52.4%(12)
as a Group (7 Persons)
</TABLE>
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* 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) Upon the sale of any shares of Class B Common Stock, $0.001 par value
per share ("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
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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 39.7% of the Class A Stock if all shares of Class B Stock
are converted into Class A Stock.
(5) Includes 1,303,275 shares of Class A Stock held in trust for Mr.
Lamar's three children, as to which Mr. Lamar disclaims beneficial
ownership, and 1,000,000 shares of Class A Stock held by CWL 3,
LLC, as to which Mr. Lamar is deemed the beneficial owner.
(6) Putnam Investment Management, Inc., together with its affiliates,
share voting and dispositive power over the shares. Based on the Form
13F for the quarter ended September 30, 1997.
(7) Includes 545,214 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
1,100,000 shares of Class A Stock held by Mary Lee Lamar Dixon Family
LLC, as to which Mrs. Dixon is deemed the beneficial owner.
(8) Includes 40,000 shares of Class A Stock subject to stock options
exercisable within 60 days of January 1, 1998.
(9) Consists of 2,000 shares of Class A Stock held in trust for Mr. Rome's
two children and 500 shares of Class A Stock owned jointly with J.
King Woolf, III, as to which Mr. Rome is considered the beneficial
owner.
(10) Includes 39,200 shares of Class A Stock subject to stock options
exercisable within 60 days of January 1, 1998.
(12) See Notes 3, 5 and 8-10.
(13) Assumes the conversion of all shares of Class B Stock into shares of
Class A Stock.
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<PAGE> 6
PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK
On December 31, 1997, the Board of Directors of the Company (i)
approved and recommended to the stockholders that Article FOURTH of the
Company's Certificate of Incorporation be amended to increase the number of
authorized shares of Class A Stock from 50,000,000 to 75,000,000 and to
increase the number of authorized shares of Class B Stock from 25,000,000 to
37,500,000 and (ii) declared a 3-for-2 stock split of shares of Class A Stock
and Class B Stock (the "Stock Split"), subject to stockholder approval of the
proposed amendment. If the amendment is approved, the Stock Split will be
effected by means of a 50% stock dividend payable on February 27, 1998 to
stockholders of record on February 13, 1998.
The principal reason for the proposed amendment is to ensure that a
sufficient number of shares are available to effect the Stock Split and for
future use by the Company. As of January 1, 1998, there were 18,969,199 shares
of Class A Stock issued and outstanding, 1,324,903 shares of Class A Stock
reserved for issuance upon the exercise of outstanding stock options and
12,508,608 shares of Class A Stock reserved for issuance upon conversion of
outstanding shares of Class B Stock. Accordingly, after giving effect to the
Stock Split, only approximately 795,935 shares of Class A Stock would be
available for future use without any increase in the number of authorized
shares. If the proposed amendment is adopted by the stockholders, the additional
authorized Common Stock would be available for issuance from time to time for
such corporate purposes as financings, acquisitions, future stock splits and
future stock dividends, as the Board of Directors may deem appropriate, without
the necessity of further amendment to the Certificate of Incorporation. The
issuance of additional shares of Common Stock, while providing desirable
flexibility in carrying out corporate purposes, could have the effect of
diluting the interests of existing holders of Class A Stock.
The affirmative vote of the holders of a majority in interest of the
outstanding Class A Stock and Class B Stock, voting together as a single class,
is required to approve the proposed amendment to the Certificate of
Incorporation. Therefore, abstentions and broker non-votes will have the effect
of negative votes.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
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 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.
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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.
January 27, 1998
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS FEBRUARY 26, 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 Special Meeting of Stockholders of the
Company to be held on February 26, 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 PROPOSAL 1. IN THEIR DISCRETION, THE PROXIES ARE ALSO AUTHORIZED TO
VOTE UPON SUCH MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
Mark Here For
PLEASE SIGN AND MAIL PROXY TODAY Address Change [ ]
and Note on Reverse
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(CONTINUED AND TO BE SIGNED ON REVERSE SIDE.) SEE REVERSE
SIDE
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<PAGE> 9
[X] Please mark your
votes as in this
example.
FOR AGAINST ABSTAIN
1. Proposal to amend the Company's Certificate of [ ] [ ] [ ]
Incorporation to increase the number of authorized
shares of Class A Common Stock from 50,000,000 to
75,000,000 and increase the number of authorized
shares of Class B Common Stock from 25,000,000 to
37,500,000.
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.
