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As filed with the Securities and Exchange Commission on July 19, 1999.
Registration No. 333-66059
==========================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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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
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
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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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
This post-effective amendment is being filed pursuant the Securities Act of 1933
(the "Securities Act") to reflect the anticipated adoption by Lamar Advertising
Company, a Delaware corporation ("Lamar"), of a holding company form of
organizational structure. Prior to effectiveness of this registration statement,
the holding company organizational structure will be effected pursuant to an
Agreement and Plan of Merger (the "Merger Agreement") among Lamar, Lamar New
Holding Co., a Delaware corporation and a direct wholly-owned subsidiary of
Lamar ("Holdco"), and Lamar Holdings Merge Co., a Delaware corporation and
direct wholly-owned subsidiary of Holdco ("Merger Sub"). The Merger Agreement
provides for, among other things, the merger (the "Merger") of Lamar with Merger
Sub, with Lamar as the surviving corporation. Pursuant to Section 251(g) of the
General Corporation Law of the State of Delaware, Lamar stockholder approval of
the Merger will not be required.
As a result of the Merger, Lamar will become a direct wholly-owned subsidiary of
Holdco. Pursuant to the Merger Agreement, each share of Lamar's issued and
outstanding capital stock will be converted into and exchanged for one share of
an identical class or series of capital stock of Holdco, and thus each share of
class A common stock, par value $.001 per share, of Lamar issued and outstanding
will be converted into and exchanged for one share of class A common stock, par
value $.001 per share, of Holdco. In addition, Lamar will change its name to
Lamar Media Corp. and the name of Holdco will become Lamar Advertising Company.
Upon effectiveness of the Merger and effectiveness of this registration
statement and in accordance with Rule 414 under the Securities Act, Holdco, as
the successor issuer of the class A common stock, hereby expressly
adopts this registration statement as its own registration statement for all
purposes of the Securities Act and the Securities Exchange Act of 1934, as
amended.
The applicable registration fees were paid at the time of the original filing
of this registration statement.
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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
amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baton Rouge, State of
Louisiana, on July 16, 1999.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly, Jr.
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Kevin P. Reilly, Jr., President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on July 16, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal Executive Officer July 16, 1999
- --------------------------------
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal Financial and Accounting Officer July 16, 1999
- --------------------------------
Keith A. Istre
* Director July 16, 1999
- --------------------------------
Charles W. Lamar
* Director July 16, 1999
- --------------------------------
Gerald H. Marchand
/s/ Jack S. Rome, Jr. Director July 16, 1999
- --------------------------------
Jack S. Rome, Jr.
/s/ Sean Reilly Director July 16, 1999
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Sean Reilly
* Director July 16, 1999
- --------------------------------
T. Everett Stewart, Jr.
Director
- --------------------------------
Stephen P. Mumblow
</TABLE>
* By: /s/ Kevin P. Reilly, Jr.
--------------------------------
Kevin P. Reilly, Jr.
Attorney-In-Fact
