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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1999.
REGISTRATION NO. 333-52851
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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)
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<S> <C>
DELAWARE 72-1205791
(State or other jurisdiction of incorporation or
organization)
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5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(504) 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
(504) 926-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with copies to:
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STANLEY KELLER, ESQ. R. W. SMITH, JR.
PALMER & DODGE LLP PIPER & MARBURY L.L.P.
ONE BEACON STREET CHARLES CENTER SOUTH
BOSTON, MASSACHUSETTS 02108 36 SOUTH CHARLES STREET
(617) 573-0100 BALTIMORE, MARYLAND 21201
(410) 539-2530
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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. [ ]
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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 to 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 direct wholly-owned
subsidiary of Lamar ("Holdco") and Lamar Holdings Merge Co., a Delaware
corporation and 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 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
POWER OF ATTORNEY
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.
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SIGNATURE TITLE DATE
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/s/ KEVIN P. REILLY, JR. Director and Principal July 16, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal July 16, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
* Director July 16, 1999
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Charles W. Lamar
* Director July 16, 1999
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Gerald H. Marchand
/s/ JACK S. ROME, JR. Director July 16, 1999
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Jack S. Rome, Jr.
* Director July 16, 1999
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T. Everett Stewart, Jr.
/s/ SEAN REILLY Director July 16, 1999
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Sean Reilly
Director
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Stephen P. Mumblow
*By: /s/ KEVIN P. REILLY, JR.
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Kevin P. Reilly, Jr.
Attorney-in-Fact
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