<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 20, 2000
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 72-1449411
(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)
KEVIN P. REILLY, JR.
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
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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, 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, check the following box and list the
Securities Act registration 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 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. [ ]
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(2)(3) REGISTRATION FEE
<S> <C> <C> <C> <C>
Debt Securities of Lamar Advertising
Company (the "Company")(3)
Guarantees of Co-Registration of Debt
Securities(4)
Preferred Stock, $.001 par value, of
the Company
Class A Common Stock, $.001 par
value, of the Company
Warrants of the Company
Total for Securities Being Registered
for the Account of the Registrant(5) $537,500,000(6) 100% $537,500,000(6) $141,900
</TABLE>
(1) The proposed maximum offering price per unit of the securities being
registered for the account of the Registrant will be determined from time
to time by the Registrant in connection with the issuance by the Registrant
of the securities registered hereunder.
(2) The proposed maximum aggregate offering price of the securities being
registered for the account of the Registrant has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(o)
under the Securities Act. Rule 457(o) permits the registration fee to be
calculated on the basis of the maximum offering price of all of the
securities listed and, therefore, the table does not specify by each class
information as to the amount to be registered, the maximum offering price
per unit or the proposed maximum aggregate offering price.
(3) If any Debt Securities are issued at an original issue discount, then the
offering price shall be in such greater principal amount as shall result in
an aggregate initial offering price not to exceed $537,500,000.
(4) No separate consideration will be received from purchasers of Debt
Securities with respect to these Guarantees and, therefore, no registration
fee is attributable to the Guarantees of the Debt Securities.
(5) In no event will the aggregate offering price of all securities issued from
time to time by the Registrant for its own account pursuant to this
Registration Statement exceed $537,500,000 or the equivalent thereof in one
or more foreign currencies, foreign currency units or composite currencies.
The aggregate amount of Lamar Class A common stock registered hereunder for
the account of the Registrant is further limited to that which is
permissible under Rule 415(a)(4) under the Securities Act. The securities
registered hereunder may be sold separately or as units with other
securities registered hereby.
(6) Does not include securities having an aggregate maximum offering price
equal to $212,500,000 eligible to be sold under the Registrant's
Registration Statement on Form S-3 (No. 333-71929), which are being carried
forward to this Registration Statement. The amount of the filing fee
associated with such securities, which was previously paid in connection
with the earlier registration statement, was $59,075.
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.
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement relates to $537,500,000 of securities registered hereby and to the
$212,500,000 of securities remaining unsold under the Registration Statement on
Form S-3 (No. 71929) previously filed by the Registrant.
<PAGE> 3
TABLE OF CO-REGISTRANTS
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STATE OR OTHER
JURISDICTION OF IRS EMPLOYER
EXACT NAME OF REGISTRANT INCORPORATION OR IDENTIFICATION
AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER
--------------------------- ---------------- --------------
<S> <C> <C>
Lamar Media Corp. Delaware 72-1205791
Interstate Logos, Inc. Delaware 72-1230862
American Signs, Inc. Washington 91-1642046
Canadian TODS Limited Nova Scotia, Canada n/a
Colorado Logos, Inc. Colorado 84-1480715
Delaware Logos, LLC Delaware 51-0392715
Dowling Company, Incorporated Virginia 54-0787845
Florida Logos, Inc. Florida 65-0671887
Hardin Development Corporation Florida 59-3194679
Kansas Logos, Inc. Kansas 48-1187701
Kentucky Logos, LLC Kentucky application pending
Lamar Advertising of Ashland, Inc. Kentucky 61-1071047
Lamar Advertising of Colorado Springs, Inc. Colorado 72-0931093
Lamar Advertising of Kentucky, Inc. Kentucky 61-1306385
Lamar Advertising of Michigan, Inc. Michigan 38-3376495
Lamar Advertising of South Dakota, Inc. South Dakota 46-0446615
Lamar Advertising of West Virginia, Inc. West Virginia 55-0670806
Lamar Advertising of Youngstown, Inc. Delaware 23-2669670
Lamar Air, L.L.C. Louisiana 72-1277136
Lamar Electrical, Inc. Louisiana 72-1392115
Lamar Martin Corporation Delaware 75-2779598
Lamar MW Sign Corporation Delaware 75-2779602
Lamar Nevada Sign Corporation Delaware 75-2788530
Lamar OCI North Corporation Delaware 38-2885263
Lamar OCI South Corporation Mississippi 64-0520092
Lamar Outdoor Corporation Delaware 75-2779605
Lamar Pensacola Transit, Inc. Florida 59-3391978
Lamar Robinson, Inc. Missouri 43-1078044
Lamar Tennessee, L.L.C. Tennessee 72-1309007
Lamar Texas General Partner, Inc. Louisiana 72-1309003
Lamar Texas Limited Partnership Texas 72-1309005
Lamar West L.P. California 77-0058488
Lamar Whiteco Outdoor Corporation Delaware 75-2783296
Lindsay Outdoor Advertising, Inc. California 13-3418863
Michigan Logos, Inc. Michigan 38-3071362
Minnesota Logos, Inc. Minnesota 41-1800355
Missouri Logos, LLC Missouri 72-1485587
Nebraska Logos, Inc. Nebraska 72-1137877
Nevada Logos, Inc. Nevada 88-0373108
New Mexico Logos, Inc. New Mexico 85-0446801
Ohio Logos, Inc. Ohio 72-1148212
Outdoor Promotions West, LLC Delaware 22-3598746
Parsons Development Company Florida 59-3500218
Revolution Outdoor Advertising, Inc. Florida 59-3418650
Scenic Outdoor Marketing & Consulting, Inc. California 77-0170717
South Carolina Logos, Inc. South Carolina 58-2152628
Tennessee Logos, Inc. Tennessee 62-1649765
Texas Logos, Inc. Texas 76-0381679
TLC Properties II, Inc. Texas 72-1336624
</TABLE>
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<TABLE>
<CAPTION>
STATE OR OTHER
JURISDICTION OF IRS EMPLOYER
EXACT NAME OF REGISTRANT INCORPORATION OR IDENTIFICATION
AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER
--------------------------- ---------------- --------------
<S> <C> <C>
TLC Properties, Inc. Louisiana 72-0640751
TLC Properties, L.L.C. Louisiana 72-1417495
Transit America Las Vegas, L.L.C. Delaware 88-0386243
Triumph Outdoor Holdings, LLC Delaware 13-3990438
Triumph Outdoor Louisiana, LLC Delaware 52-2122268
Triumph Outdoor Rhode Island, LLC Delaware 05-0500914
Utah Logos, Inc. Utah 72-1148211
Virginia Logos, Inc. Virginia 54-1763912
The Lamar Company, L.L.C. Louisiana 72-1462298
Lamar Advertising of Penn, LLC Delaware 72-1462301
Lamar Advertising of Louisiana, L.L.C. Louisiana 72-1462297
Lamar Florida, Inc. Florida 72-1467178
Lamar Advan, Inc. Pennsylvania 25-1736076
Lamar Advertising of Iowa, Inc. Iowa 42-1474840
Lamar T.T.R., L.L.C. Arizona 86-0928767
Lamar Advertising of Macon, L.L.C. Louisiana 72-1465903
Outdoor West, Inc. of Tennessee Georgia 62-1187202
Outdoor West, Inc. of Georgia Georgia 58-1307725
Lamar Advertising of Texas, Inc. Delaware 76-0637519
Lamar Advantage GP Company, LLC Delaware 76-0637519
Lamar Advantage LP Company, LLC Delaware 76-0637519
Lamar Advantage Outdoor Company, L.P. Delaware 74-2841299
Lamar Advantage Holding Company Delaware 76-0619569
Lamar Ember, Inc. Texas 74-2084401
Lamar Oklahoma Holding Company, Inc. Oklahoma 73-1474290
Lamar Advertising of Oklahoma, Inc. Oklahoma 73-1178474
Lamar Benches, Inc. Oklahoma 73-1524386
Lamar I-40 West, Inc. Oklahoma 73-1498886
Georgia Logos, L.L.C. Georgia 72-1469485
Mississippi Logos, L.L.C. Mississippi 72-1469487
New Jersey Logos, L.L.C. New Jersey 72-1469048
Oklahoma Logos, L.L.C. Oklahoma 72-1469103
Interstate Logos, L.L.C. Louisiana 72-1230862
Lamar Aztec, Inc. Michigan 38-2547394
LC Billboard L.L.C. Delaware 63-1692342
Lamar KYO, Inc. Mississippi 64-0783931
Lamar Ohio Outdoor Holding Corp. Ohio 34-1597561
Stewart Advertising , Inc. Colorado 84-1403213
Lamar Springfield, Inc. New York 04-1858480
Lamar Wright Poster Corp. Pennsylvania 25-1662338
</TABLE>
<PAGE> 5
The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and Lamar Advertising Company is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 20, 2000
PROSPECTUS
$750,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES, PREFERRED STOCK, CLASS A COMMON STOCK AND WARRANTS
Lamar Advertising Company may offer to the public from time to time in
one or more series or issuances:
o debt securities consisting of debentures, notes or other
evidences of indebtedness;
o shares of its preferred stock;
o shares of its Class A common stock; or
o warrants to purchase Class A common stock, preferred stock or
debt securities.
Lamar Class A common stock trades on the Nasdaq National Market under
the symbol "LAMR". Any Class A common stock sold by means of a prospectus
supplement to this prospectus may be listed on the Nasdaq National Market.
This prospectus provides you with a general description of the
securities that we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information" beginning on page 3 of
this prospectus before you make your investment decision.
In this prospectus, "Lamar," "we," "us" and "our" refer to Lamar
Advertising Company, excluding, unless the context otherwise requires, its
subsidiaries.
SEE RISK FACTORS BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THESE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus may not be used to sell securities unless it is
accompanied by a prospectus supplement.
The date of this prospectus is , 2000.
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
WHERE YOU CAN FIND MORE INFORMATION..............................................................................3
BUSINESS OF LAMAR................................................................................................4
NOTE REGARDING FORWARD-LOOKING STATEMENTS........................................................................4
RISK FACTORS.....................................................................................................5
USE OF PROCEEDS.................................................................................................10
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS................................................10
DESCRIPTION OF DEBT SECURITIES..................................................................................11
DESCRIPTION OF PREFERRED STOCK..................................................................................19
DESCRIPTION OF LAMAR CLASS A COMMON STOCK.......................................................................21
DESCRIPTION OF WARRANTS.........................................................................................22
PLAN OF DISTRIBUTION............................................................................................24
LEGAL MATTERS...................................................................................................25
EXPERTS.........................................................................................................25
</TABLE>
2
<PAGE> 7
WHERE YOU CAN FIND MORE INFORMATION
Lamar Advertising and Lamar Media each 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. Lamar
Advertising's and Lamar Media's SEC filings are also available on the SEC's
Website at "http://www.sec.gov." Copies of these materials can also be inspected
and copied at the office of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20006-1500.
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,
1999;
o Quarterly Reports on Form 10-Q for the quarters ended March
31, 2000 and June 30, 2000;
o Current Reports on Form 8-K filed on July 7, 1999, November
23, 1999, February 9, 2000, August 31, 2000, September 6, 2000
and October 17, 2000; and
o The description of the Class A common stock contained in our
Registration Statement on Form 8-A/A filed with the SEC on
July 27, 1999.
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 contained in this prospectus.
We have not authorized anyone to provide you with information different from
that contained in and incorporated by reference into this prospectus. We are
offering to sell securities and soliciting offers to buy securities only in
jurisdictions where offers and sales are permitted. The information contained in
this prospectus is accurate only as of the date of this prospectus, regardless
of the time of delivery of this prospectus or any sale of securities offered by
this prospectus.
3
<PAGE> 8
BUSINESS OF LAMAR
Lamar 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 September 30, 2000, we
operated approximately 130,600 displays in 43 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 September 30, 2000, we maintained over
89,100 logo sign displays in 20 states. We also operate transit advertising
displays on bus shelters, bus benches and buses in several markets.
Our principal executive offices are located at 5551 Corporate
Boulevard, Baton Rouge, Louisiana 70808 and our telephone number is (225)
926-1000.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including documents incorporated by reference,
contains "forward-looking statements." These are statements that relate to
future periods and include statements about:
o our expected operating results;
o our market opportunities;
o our acquisition opportunities;
o our ability to integrate successfully the operations of
acquired assets and businesses;
o our ability to compete; and
o our stock price.
Generally, the words "anticipates," "believes," "expects," "intends"
and similar expressions identify forward-looking statements. These
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause our actual results, performance or
achievements, or industry results, to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking
statements. These risks, uncertainties and other important factors include,
among others, those relating to: (1) our significant indebtedness; (2) our need
for and ability to obtain additional funding for acquisitions or operations; (3)
the integration of companies that we acquire and our ability to recognize cost
savings or operating efficiencies as a result of these acquisitions; (4) the
continued popularity of outdoor advertising; (5) the regulation of the outdoor
advertising industry; (6) the risks and uncertainties described under the
caption "Risk Factors" and (7) other factors described in the documents that we
file from time with the SEC. See "Where You Can Find More Information." The
forward-looking statements contained in this prospectus speak only as of the
date of this prospectus.
4
<PAGE> 9
RISK FACTORS
An investment in Class A common stock involves a number of risks. 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.
THE REQUIRED DISPOSITION OF SHARES OF OUR CLASS A COMMON STOCK CURRENTLY HELD BY
CLEAR CHANNEL COMMUNICATIONS, INC. COULD CAUSE THE MARKET PRICE OF THE CLASS A
COMMON STOCK TO DECLINE.
A wholly-owned subsidiary of Clear Channel Communications, Inc.
currently holds approximately 26 million shares of our Class A common stock
formerly held by AMFM Inc. These shares represent approximately 34.8% of our
Class A common stock and 28.4% of all our outstanding common stock as of
September 30, 2000. Clear Channel must dispose of all of these shares prior to
January 1, 2003 under the terms of a consent decree with the Department of
Justice. The consent decree was issued in connection with the merger of AMFM
Inc. with Clear Channel, which was subject to review and clearance by the
Federal Trade Commission and U.S. Department of Justice under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, because Clear Channel is
also in the outdoor advertising business. These shares were originally issued to
a subsidiary of AMFM Inc. in connection with our acquisition of the Chancellor
outdoor advertising business. This required disposition could adversely affect
the market price of the Class A common stock.
OUR DEBT AGREEMENTS AND THOSE OF OUR WHOLLY-OWNED, DIRECT SUBSIDIARY LAMAR MEDIA
CORP. CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR DEFAULTS.
The terms of the indenture relating to Lamar Advertising's outstanding
notes, Lamar Media Corp.'s bank credit facility and the indentures relating to
Lamar Media's outstanding notes restrict, among other things, the ability of
Lamar Advertising and Lamar Media to:
o dispose of assets;
o incur or repay debt;
o create liens; and
o make investments.
Lamar Media's ability to make distributions to Lamar Advertising is
also restricted under the terms of these agreements.
Under Lamar Media's bank credit facility we must maintain specified
financial ratios and levels including:
o interest coverage;
o fixed charges ratio;
o senior debt ratios; and
o total debt ratios.
If we fail to comply with these tests, the lenders have the right to
cause all amounts outstanding under the bank credit facility to become
immediately due. If this were to occur and the lenders decide to exercise their
right to accelerate the indebtedness, 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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<PAGE> 10
BECAUSE WE HAVE SIGNIFICANT FIXED PAYMENTS ON OUR DEBT, WE MAY LACK SUFFICIENT
CASH FLOW TO OPERATE OUR BUSINESS AS WE HAVE IN THE PAST AND MAY NEED TO BORROW
MONEY IN THE FUTURE TO MAKE THESE PAYMENTS AND OPERATE OUR BUSINESS.
We have borrowed substantial amounts of money in the past and may
borrow more money in the future. At September 30, 2000, Lamar Advertising
Company had approximately $288 million of convertible notes outstanding. At
September 30, 2000, Lamar Media had approximately $1,588 million of debt
outstanding consisting of approximately $1,037 million in bank debt, $541
million in various series of senior subordinated notes of Lamar Media and $10
million in various other short-term and long-term debt of Lamar Media.
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 Lamar Media's bank
credit facility which presently has a total committed amount of $1.25 billion in
term and revolving credit loans. At September 30, 2000, we had approximately
$212 million available to borrow under this bank credit facility. Since our
borrowing capacity under Lamar Media's bank credit facility is limited, we may
not be able to continue to finance future acquisitions at our historical rate
with borrowings under this bank credit facility. We may need to borrow
additional amounts or seek other sources of financing to fund future
acquisitions. We cannot guarantee that additional financing will be available or
available on favorable terms. We also may need the consent of the banks under
Lamar Media's bank credit facility, or the holders of other indebtedness, to
borrow additional money.
OUR BUSINESS COULD BE HURT BY CHANGES IN ECONOMIC AND ADVERTISING TRENDS.
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.
OUR OPERATIONS ARE IMPACTED BY THE REGULATION OF OUTDOOR ADVERTISING.
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. Some 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.
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<PAGE> 11
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 advertising at the
federal, state or local level may have a material adverse effect on our results
of operations.
OUR CONTINUED GROWTH THROUGH ACQUISITIONS MAY BECOME MORE DIFFICULT AND INVOLVES
COSTS AND UNCERTAINTIES.
We have substantially increased our inventory of advertising displays
through acquisitions. Our 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 that
we wish to purchase. Increased competition may lead to higher
prices for outdoor advertising companies and assets and
decrease those that 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 We must integrate newly acquired assets and businesses into
our existing operations. From January 1, 2000 to September 30,
2000, we completed 70 transactions involving the purchase of
complementary outdoor advertising assets. The process of
integrating these acquisitions 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.
WE FACE COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR ADVERTISERS AND
OTHER FORMS OF ADVERTISING THAT COULD HURT OUR PERFORMANCE.
We cannot be sure that in the future we will compete successfully
against the current and future forms of outdoor advertising and other media. The
competitive pressure that we face could adversely affect our profitability or
financial performance. Although we are the largest company focusing exclusively
on outdoor advertising, we face competition from larger companies with more
diversified operations which also include radio and other broadcast media. We
also face competition 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.
IF OUR CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING LOSSES 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
7
<PAGE> 12
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.
OUR LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL.
A 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 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 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 20 logo sign contracts in place at September 30, 2000, two are
subject to renewal in January and February 2001. 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.
OUR OPERATIONS COULD BE AFFECTED BY THE LOSS OF KEY EXECUTIVES.
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 nine 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.
WE HAVE A CONTROLLING STOCKHOLDER THAT CAN CONTROL ANY VOTES TO EXCLUSION OF THE
OTHER HOLDERS OF CLASS A COMMON STOCK.
Purchasers of Class A common stock under this prospectus will have no
control over the management or business practices of the company.
Kevin P. Reilly, Jr., Chief Executive Officer of Lamar Advertising, is
the managing general partner of the Reilly Family Limited Partnership. On
September 30, 2000 this partnership beneficially owned all of the outstanding
shares of Class B common stock, which shares represented approximately 69% total
voting power of the Lamar Advertising common stock as of September 30, 2000. 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 Lamar Advertising's 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 the 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
Lamar Advertising's principal stockholders have an interest. Lamar Advertising's
certificate of
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<PAGE> 13
incorporation does not provide for cumulative voting in the election of
directors and, consequently, the Reilly Family Limited Partnership can elect all
the directors.
LAMAR ADVERTISING'S BY-LAWS AND CERTIFICATE OF INCORPORATION CONTAIN CERTAIN
ANTI-TAKEOVER PROVISIONS THAT MAY MAKE IT HARDER TO REALIZE A PREMIUM OVER THE
COMMON STOCK'S MARKET PRICE OR MAY AFFECT THE MARKET PRICE OF THE CLASS A COMMON
STOCK.
Provisions of Lamar Advertising's certificate of incorporation and
by-laws may discourage a third party from offering to purchase Lamar
Advertising. These provisions, therefore, inhibit actions that would result in a
change in control of Lamar Advertising. 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 the stock.
These provisions may also adversely affect the market price of the
Class A common stock. For example, under Lamar Advertising's certificate of
incorporation Lamar Advertising can issue "blank check" preferred stock with
such designations, rights and preferences as Lamar Advertising's board of
directors determines from time to time. If issued, this type of preferred stock
could be used as a method of discouraging, delaying or preventing a change in
control of Lamar Advertising. In addition, if Lamar Advertising issues preferred
stock, it may adversely affect the voting and dividend rights, rights upon
liquidation and other rights that holders of the common stock currently hold.
Lamar Advertising does not currently intend to issue any shares of this type of
preferred stock, but retains the right to do so in the future.
Furthermore, Lamar Advertising is subject to Section 203 of the
Delaware General Corporation Law, which may discourage takeover attempts.
Section 203 generally prohibits a publicly held Delaware corporation from
engaging in a business combination with an "interested stockholder" for a period
of three years after the date of the transaction in which the person became an
interested stockholder.
YOU MAY NOT RECEIVE ANY CASH DIVIDENDS ON YOUR CLASS A COMMON STOCK.
Lamar Advertising has never paid cash dividends on its Class A common
stock and does not plan to do so in the foreseeable future.
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<PAGE> 14
USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of the securities offered by
this prospectus for general corporate purposes, which may include the repayment,
refinancing, redemption or repurchase of existing indebtedness or capital stock,
working capital, capital expenditures, acquisitions of outdoor advertising
assets and businesses and investments. Additional information on the use of net
proceeds from the sale of securities offered by this prospectus may be set forth
in the prospectus supplement relating to that offering.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our ratio of earnings to combined fixed
charges and preferred stock dividends on a historical basis for the periods
indicated. For purposes of this calculation, "earnings" consist of income (loss)
before income taxes and fixed charges. "Fixed charges" consist of interest,
amortization of debt issuance costs, preferred stock dividends and the component
of rental expense believed by management to be representative of the interest
factor for those amounts.
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED SIX MONTHS
OCTOBER 31, DECEMBER 31, ENDED JUNE 30,
------------------- ------------------------------ -------------------
1995 1996 1997 1998 1999 1999 2000
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges .......... 1.4x 1.8x 1.2x .8x .5x .6x .2x
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends(1) .............. 1.4x 1.8x 1.2x .8x .5x .6x .2x
Coverage Deficiency (in thousands) .......... n/a n/a n/a $ 12,446 $ 54,496 $ 17,724 $ 69,257
</TABLE>
----------
(1) In August 1996, the company issued 5,719.49 shares of Class A preferred
stock, $638 par value per share. The Class A preferred stock is entitled to
a cumulative annual preferential dividend of $63.80 per share. In July
1999, the Class A preferred stock was reclassified as "Series AA preferred
stock" with identical rights and privileges, except that the Series AA
preferred stock has voting rights. All 5,719.49 shares of Class A preferred
stock were exchanged for an equal number of Series AA preferred stock, all
of which were outstanding at June 30, 2000. Following the exchange, there
were no shares of Class A preferred stock issued and outstanding.
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<PAGE> 15
DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities offered by this prospectus and any
accompanying prospectus supplement under an indenture to be entered into by
Lamar, the subsidiaries of Lamar, if any, that may guarantee the payment
obligations of Lamar under any series of debt securities, which will be referred
to herein as the guarantors, and a trustee to be identified in the applicable
prospectus supplement, as trustee. The terms of the debt securities will include
those stated in the indenture and those made part of the indenture by reference
to the Trust Indenture Act of 1939, as in effect on the date of the indenture.
We have filed a copy of the proposed form of indenture as an exhibit to the
registration statement in which this prospectus is included. Each indenture will
be subject to and governed by the terms of the Trust Indenture Act of 1939.
We may offer under this prospectus up to $750,000,000 aggregate
principal amount of debt securities; or if debt securities are issued at a
discount, or in a foreign currency, foreign currency units or composite
currency, the principal amount as may be sold for an initial public offering
price of up to $750,000,000. Unless otherwise specified in the applicable
prospectus supplement, the debt securities will represent direct, unsecured
obligations of Lamar and will rank equally with all of our other unsecured
indebtedness.
The following statements relating to the debt securities and the
indenture are summaries and do not purport to be complete, and are subject in
their entirety to the detailed provisions of the indenture.
GENERAL
We may issue the debt securities in one or more series with the same or
various maturities, at par, at a premium, or at a discount. We will describe the
particular terms of each series of debt securities in a prospectus supplement
relating to that series, which we will file with the SEC. To review the terms of
a series of debt securities, you must refer to both the prospectus supplement
for the particular series and to the description of debt securities in this
prospectus.
The prospectus supplement will set forth the following terms of the
debt securities in respect of which this prospectus is delivered:
(1) the title;
(2) the aggregate principal amount;
(3) the issue price or prices (expressed as a percentage of the
aggregate principal amount thereof);
(4) any limit on the aggregate principal amount;
(5) the date or dates on which principal is payable;
(6) the interest rate or rates (which may be fixed or variable)
or, if applicable, the method used to determine the rate or
rates;
(7) the date or dates from which the interest, if any, will be
payable and any regular record date for the interest payable;
(8) the place or places where principal and, if applicable,
premium and interest, is payable;
(9) the terms and conditions upon which Lamar may, or the holders
may require Lamar to, redeem or repurchase the debt
securities;
(10) the denominations in which the debt securities may be
issuable, if other than denominations of $1,000 or any
integral multiple thereof;
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<PAGE> 16
(11) whether the debt securities are to be issuable in the form of
certificated debt securities (as described below) or global
debt securities (as described below);
(12) the portion of principal amount that will be payable upon
declaration of acceleration of the maturity date if other than
the principal amount of the debt securities;
(13) the currency of denomination;
(14) the designation of the currency, currencies or currency units
in which payment of principal and, if applicable, premium and
interest, will be made;
(15) if payments of principal and, if applicable, premium or
interest, on the debt securities are to be made in one or more
currencies or currency units other than the currency of
denomination, the manner in which the exchange rate with
respect to these payments will be determined;
(16) if amounts of principal and, if applicable, premium and
interest may be determined (a) by reference to an index based
on a currency or currencies other than the currency of
denomination or designation or (b) by reference to a
commodity, commodity index, stock exchange index or financial
index, then the manner in which these amounts will be
determined;
(17) the provisions, if any, relating to any security provided for
the debt securities;
(18) any addition to or change in the covenants and/or the
acceleration provisions described in this prospectus or in the
indenture;
(19) any events of default, if not otherwise described, begin under
"Events of Default";
(20) the terms and conditions for conversion into or exchange for
shares of Class A common stock or preferred stock;
(21) any other terms, which may modify or delete any provision of
the indenture insofar as it applies to that series;
(22) any depositaries, interest rate calculation agents, exchange
rate calculation agents or other agents;
(23) the terms and conditions, if any, upon which the debt
securities and any guarantees thereof shall be subordinated in
right of payment to other indebtedness of Lamar or any
guarantor; and
(24) the form and terms of any guarantee.
We may issue discount debt securities that provide for an amount less
than the stated principal amount to be due and payable upon acceleration of the
maturity of the debt securities in accordance to the terms of the indenture. We
may also issue debt securities in bearer form, with or without coupons. If we
issue discount securities or debt securities in bearer form, we will describe
United States federal income tax considerations and other special considerations
that apply to the debt securities in the applicable prospectus supplement.
We may issue debt securities denominated in or payable in a foreign
currency or currencies or a foreign currency unit or units. If we do so, we will
describe the restrictions, elections, general tax considerations, specific terms
and other information with respect to the issue of debt securities and the
foreign currency or currencies or foreign currency unit or units in the
applicable prospectus supplement.
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<PAGE> 17
EXCHANGE AND/OR CONVERSION RIGHTS
If we issue debt securities that may be exchanged for or converted into
shares of Class A common stock or preferred stock, we will describe the term of
exchange or conversion in the prospectus supplement relating to those debt
securities.
TRANSFER AND EXCHANGE
We may issue debt securities that will be represented by either:
(1) "book-entry securities," which means that there will be one or
more global securities registered in the name of The
Depository Trust Company, as depository, or a nominee of the
depository; or
(2) "certificated securities," which means that they will be
represented by a certificate issued in definitive registered
form.
We will specify in the prospectus supplement applicable to a particular
offering whether the debt securities offered will be book-entry or certificated
securities. Except as set forth under "-- Global Debt Securities and Book Entry
System" below, book-entry debt securities will not be issuable in certificated
form.
CERTIFICATED DEBT SECURITIES
If you hold certificated debt securities, you may transfer or exchange
them at the trustee's office or at the paying agency in accordance with the
terms of the indenture. You will not be charged a service charge for any
transfer or exchange of certificated debt securities, but may be required to pay
an amount sufficient to cover any tax or other governmental charge payable in
connection with the transfer or exchange.
You may effect the transfer of certificated debt securities and of the
right to receive the principal of, premium, and/or interest, if any, on your
certificated debt securities only by surrendering the certificate representing
your certificated debt securities and having us or the trustee issue a new
certificate to the new holder.
GLOBAL DEBT SECURITIES AND BOOK ENTRY SYSTEM
The depository has indicated that it would follow the procedures
described below to book-entry debt securities.
Only participants that have accounts with the depository for the
related global debt security or persons that hold interests through these
participants may own beneficial interests in book-entry debt securities. Upon
the issuance of a global debt security, the depository will credit, on its
book-entry registration and transfer system, each participants' account with the
principal amount of the book-entry debt securities represented by the global
debt security that is beneficially owned by that participant. The accounts to be
credited will be designated by any dealers, underwriters or agents participating
in the distribution of the book-entry debt securities. Ownership of book-entry
debt securities will be shown on, and the transfer of the ownership interests
will be effected only through, records maintained by the depository for the
related global debt security (with respect to interests of participants) and on
the records of participants (with respect to interests of persons holding
through participants). The laws of some states may require that certain
purchasers of securities take physical delivery of the securities in definitive
form. These laws may impair your ability to own, transfer or pledge beneficial
interests in book-entry debt securities.
So long as the depository for a global debt security, or its nominee,
is the registered owner of the global debt security, the depository or its
nominee will be considered the sole owner or holder of the book-entry debt
securities represented by the global debt security for all purposes under the
indenture. Except as described below, beneficial owners of book-entry debt
securities will not be entitled to have these securities registered in their
names, will not receive or be entitled to receive physical delivery of a
certificate in definitive form representing these securities and will not be
considered the owners or holders of these securities under the indenture.
Accordingly, each person who beneficially owns book-entry debt securities and
desires to exercise their rights as a holder under
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<PAGE> 18
the indenture, must rely on the procedures of the depository for the related
global debt security and, if this person is not a participant, on the procedures
of the participant through which that person owns its interest, to exercise such
rights.
We understand, however, that under existing industry practice, the
depository will authorize the persons on whose behalf it holds a global debt
security to exercise certain rights of holders of debt securities. Lamar and its
agents, and the guarantors, if any, the trustee, and any of their agents, will
treat as the holder of a debt security the persons specified in a written
statement of the depository with respect to that global debt security for
purposes of obtaining any consents or directions required to be given by holders
of the debt securities under the indenture.
Payments of principal and, if applicable, premium and interest, on
book-entry debt securities will be made to the depository or its nominee, as the
case may be, as the registered holder of the related global debt security. Lamar
and its agents, and the guarantors, if any, the trustee, and any of their agents
will not have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in the
global debt security or for maintaining, supervising or reviewing any records
relating to the beneficial ownership interests.
We expect that the depository, upon receipt of any payment of principal
of, premium, if any, or interest, if any, on a global debt security, will
immediately credit participants' accounts with payments in amounts proportionate
to the amounts of book-entry debt securities held by each participant as shown
on the records of the depository. We also expect that payments by participants
to owners of beneficial interests in book-entry debt securities held through
these participants will be governed by standing customer instructions and
customary practices, as is now the case with the securities held for the
accounts of customers in bearer form or registered in "street name." These
payments will be the responsibility of the participants.
If the depository is at any time unwilling or unable to continue as
depository or ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, we will appoint a successor depository. If we do not
appoint a successor depository registered as a clearing agency under the
Securities Exchange Act of 1934 within 90 days, we will issue certificated debt
securities in exchange for each global debt security. In addition, we may at any
time and in our sole discretion determine not to have the book-entry debt
securities of any series represented by one or more global debt securities. In
that case, we will issue certificated debt securities in exchange for the global
debt securities of that series. Global debt securities will also be exchangeable
by the holders for certificated debt securities if an event of default with
respect to the book-entry debt securities represented by that global debt
securities has occurred and is continuing. Any certificated debt securities
issued in exchange for a global debt security will be registered in the name or
names that the depository instructs the trustee. We expect that these
instructions will be based upon directions received by the depository from
participants.
We obtained the information in this section concerning the depository
and the depository's book-entry system from sources we believe to be reliable,
but we do not take any responsibility for the accuracy of this information.
NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL
The indenture does not have any covenants or other provisions providing
for a put or increased interest or otherwise that would afford holders of debt
securities additional protection in the event of a recapitalization transaction,
a change of control of Lamar or a highly leveraged transaction. If we offer any
covenants of this type or provisions with respect to any debt securities in the
future, we will describe them in the applicable prospectus supplement.
COVENANTS
Unless otherwise indicated in this prospectus or a prospectus
supplement, the debt securities will not have the benefit of any covenants that
limit or restrict our business or operations, the pledging of our assets or the
incurrence by us of indebtedness. We will describe in the applicable prospectus
supplement any material covenants of a series of debt securities.
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<PAGE> 19
With respect to any series of senior subordinated debt securities, we
will agree not to issue debt which is, expressly by its terms, subordinated in
right of payment to any other debt of Lamar or Lamar Media, its wholly-owned
direct subsidiary, and which is not ranked on a parity with, or subordinate and
junior in right of payment to, the senior subordinated debt securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We have agreed in the indenture that we will not consolidate with or
merge into any other person or convey, transfer, sell or lease our properties
and assets substantially as an entirety to any person, unless:
(1) the person formed by the consolidation or into or with which
we are merged or the person to which our properties and assets
are conveyed, transferred, sold or leased, is a corporation
organized and existing under the laws of the United States,
any State thereof or the District of Columbia and, if we are
not the surviving person, the surviving person has expressly
assumed all of our obligations, including the payment of the
principal of and, premium, if any, and interest on the debt
securities and the performance of the other covenants under
the indenture; and
(2) immediately after giving effect to the transaction, no event
of default, and no event which, after notice or lapse of time
or both, would become an event of default, has occurred and is
continuing under the indenture.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, the
following events will be events of default under the indenture with respect to
debt securities of any series:
(1) we fail to pay any principal of, or premium, if any, when it
becomes due;
(2) we fail to pay any interest within 30 days after it becomes
due;
(3) we fail to observe or perform any other covenant in the debt
securities or the indenture for 45 days after written notice
from the trustee or the holders of not less than 25% in
aggregate principal amount of the outstanding debt securities
of that series;
(4) we are in default under one or more agreements, instruments,
mortgages, bonds, debentures or other evidences of
indebtedness under which we or any significant subsidiaries
then has more than $10 million in outstanding indebtedness,
individually or in the aggregate, and either (a) this
indebtedness is already due and payable in full or (b) this
default or defaults have resulted in the acceleration of the
maturity of the indebtedness;
(5) any final judgment or judgments that can no longer be appealed
for the payment of more than $10 million in money (not covered
by insurance) is rendered against us or any of our significant
subsidiaries and has not been discharged for any period of 60
consecutive days during which a stay of enforcement is not in
effect; and
(6) certain events occur involving bankruptcy, insolvency or
reorganization of Lamar or any of our significant
subsidiaries.
The trustee may withhold notice to the holders of the debt securities
of any series of any default, except in payment of principal or premium, if any,
or interest on the debt securities of that series, if the trustee considers it
to be in the best interest of the holders of the debt securities of that series
to do so.
If an event of default (other than an event of default resulting from
certain events of bankruptcy, insolvency or reorganization) occurs, and is
continuing, then the trustee or the holders of not less than 25% in aggregate
principal amount of the outstanding debt securities of any series may accelerate
the maturity of the debt securities.
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<PAGE> 20
If this happens, the entire principal amount of all the outstanding debt
securities of that series plus accrued interest to the date of acceleration will
be immediately due and payable. At any time after an acceleration, but before a
judgment or decree based on the acceleration is obtained by the trustee, the
holders of a majority in aggregate principal amount of outstanding debt
securities of that series may rescind and annul the acceleration if (1) all
events of default (other than nonpayment of accelerated principal, premium or
interest) have been cured or waived, (2) all overdue interest and overdue
principal has been paid and (3) the rescission would not conflict with any
judgment or decree. In addition, if acceleration occurs at any time when our
senior credit facility is in full force and effect, the debt securities of that
series shall not become payable until the earlier to occur of (1) five business
days following the delivery of a written notice of the acceleration of the debt
securities of defaulting series to the agent under our senior credit facility
and (2) the acceleration of any indebtedness under our senior credit facility.
If an event of default resulting from certain events of bankruptcy,
insolvency or reorganization occurs, the principal, premium and interest amount
with respect to all of the debt securities of any series shall be due and
payable immediately without any declaration or other act on the part of the
trustee or the holders of the debt securities of that series.
The holders of a majority in principal amount of the outstanding debt
securities of a series shall have the right to waive any existing default or
compliance with any provision of the indenture or the debt securities of that
series and to direct the time, method and place of conducting any proceeding for
any remedy available to the trustee, subject to certain limitations specified in
the indenture.
No holder of any debt security of a series will have any right to
institute any proceeding with respect to the indenture or for any remedy under
the indenture, unless:
(1) the holder gives to the trustee written notice of a continuing
event of default;
(2) the holders of at least 25% in aggregate principal amount of
the outstanding debt securities of that series make a written
request and offer reasonable indemnity to the trustee to
institute proceeding as a trustee;
(3) the trustee fails to institute proceeding within 60 days of
the request; and
(4) the holders of a majority in aggregate principal amount of the
outstanding debt securities of that series do not give the
trustee a direction inconsistent with their request during the
60-day period.
However, these limitations do not apply to a suit instituted for
payment on debt securities of any series on or after the due dates expressed in
the debt securities.
MODIFICATION AND WAIVER
From time to time, we and the trustee may, without the consent of
holders of the debt securities of one or more series, amend the indenture or the
debt securities of one or more series, or supplement the indenture, for certain
specified purposes, including:
(1) to provide that the surviving entity following a change of
control of Lamar permitted under the indenture shall assume
all of our obligations under the indenture and debt
securities;
(2) to provide for uncertificated debt securities in addition to
certificated debt securities;
(3) to comply with any requirements of the SEC under the Trust
Indenture Act of 1939;
(4) to cure any ambiguity, defect or inconsistency, or make any
other change that does not adversely affect the rights of any
holder;
(5) to issue and establish the form and terms and conditions; and
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<PAGE> 21
(6) to appoint a successor trustee under the indenture with
respect to one or more series.
From time to time we and the trustee may, with the consent of holders
of at least a majority in principal amount of the outstanding debt securities,
amend or supplement the indenture or the debt securities, or waive compliance in
a particular instance by us with any provision of the indenture or the debt
securities; but without the consent of each holder affected by the action, we
may not modify or supplement the indenture or the debt securities or waive
compliance with any provision of the indenture or the debt securities in order
to:
(1) reduce the amount of debt securities whose holders must
consent to an amendment, supplement, or waiver to the
indenture or the debt security;
(2) reduce the rate of or change the time for payment of interest;
(3) reduce the principal of or premium on or change the stated
maturity;
(4) make any debt security payable in money other than that stated
in the debt security;
(5) change the amount or time of any payment required or reduce
the premium payable upon any redemption, or change the time
before which no redemption of this type may be made;
(6) waive a default on the payment of the principal of, interest
on, or redemption payment;
(7) take any other action otherwise prohibited by the indenture to
be taken without the consent of each holder by affected that
action.
DEFEASANCE AND DISCHARGE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN
CIRCUMSTANCES
The indenture permits us, at any time, to elect to discharge our
obligations with respect to one or more series of debt securities by following
certain procedures described in the indenture. These procedures will allow us
either:
(1) to defease and be discharged from any and all of our
obligations with respect to any debt securities except for the
following obligations (which discharge is referred to as
"legal defeasance"):
(a) to register the transfer or exchange of the debt
securities;
(b) to replace temporary or mutilated, destroyed, lost or
stolen debt securities;
(c) to compensate and indemnify the trustee; or
(d) to maintain an office or agency in respect of the
debt securities and to hold monies for payment in
trust; or
(2) to be released from our obligations with respect to the debt
securities under certain covenants contained in the indenture,
as well as any additional covenants which may be contained in
the applicable prospectus supplement (which release is
referred to as "covenant defeasance").
In order to exercise either defeasance option, we must deposit with the
trustee or other qualifying trustee, in trust for this purpose:
(1) money;
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(2) U.S. Government Obligations (as described below) or Foreign
Government Obligations (as described below) which through the
scheduled payment of principal and interest in accordance with
their terms will provide money; or
(3) a combination of money and/or U.S. Government Obligations
and/or Foreign Government Obligations sufficient in the
written opinion of a nationally-recognized firm of independent
accountants to provide money;
which in each case specified in clauses (1) through (3) above, provides a
sufficient amount to pay the principal of, premium, if any, and interest, if
any, on the debt securities of a series, on the scheduled due dates or on a
selected date of redemption in accordance with the terms of the indenture.
In addition, defeasance may be effected only if, among other things:
(1) in the case of either legal or covenant defeasance, we deliver
to the trustee an opinion of counsel, as specified in the
indenture, stating that as a result of the defeasance neither
the trust nor the trustee will be required to register as an
investment company under the Investment Company Act of 1940;
(2) in the case of legal defeasance, we deliver to the trustee an
opinion of counsel stating that we have received from, or
there has been published by, the Internal Revenue Service a
ruling to the effect that, or there has been a change in any
applicable federal income tax law with the effect that, and
the opinion shall confirm that, the holders of outstanding
debt securities will not recognize income, gain or loss for
United States federal income tax purposes solely as a result
of the legal defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner,
including as a result of prepayment, and at the same times as
would have been the case if a defeasance had not occurred;
(3) in the case of covenant defeasance, we deliver to the trustee
an opinion of counsel to the effect that the holders of the
outstanding debt securities will not recognize income, gain or
loss for United States federal income tax purposes as a result
of the covenant defeasance and will be subject to United
States federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if a
covenant defeasance had not occurred; and
(4) certain other conditions described in the indenture are
satisfied.
If we fail to comply with our remaining obligations under the indenture
and applicable supplemental indenture after a covenant defeasance of the
indenture and applicable supplemental indenture, and the debt securities are
declared due and payable because of the occurrence of any undefeased event of
default, the amount of money and/or U.S. Government Obligations and/or Foreign
Government Obligations on deposit with the trustee could be insufficient to pay
amounts due under the debt securities of that series at the time of
acceleration. We will, however, remain liable in respect of these payments.
The term "U.S. Government Obligations" as used in the above discussion
means securities which are direct obligations of or non-callable obligations
guaranteed by the United States of America for the payment of which obligation
or guarantee the full faith and credit of the United States of America is
pledged.
The term "Foreign Government Obligations" as used in the above
discussion means, with respect to debt securities of any series that are
denominated in a currency other than U.S. dollars (1) direct obligations of the
government that issued or caused to be issued the currency for the payment of
which obligations its full faith and credit is pledged or (2) obligations of a
person controlled or supervised by or acting as an agent or instrumentality of
that government the timely payment of which is unconditionally guaranteed as a
full faith and credit obligation by that government, which in either case under
clauses (1) or (2), are not callable or redeemable at the option of the issuer.
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<PAGE> 23
GUARANTEES
One or more guarantors may guarantee our payment obligation under any
series of debt securities. The terms of these guarantees, if any, will be set
forth in the applicable prospectus supplement.
REGARDING THE TRUSTEE
We will identify the trustee with respect to any series of debt
securities in the prospectus supplement relating to the debt securities. You
should note that if the trustee becomes a creditor of Lamar, the indenture and
the Trust Indenture Act of 1939 limit the rights of the trustee to obtain
payment of claims in certain cases, or to realize on certain property received
in respect of certain claims, as security or otherwise. The trustee and its
affiliates may engage in, and will be permitted to continue to engage in, other
transactions with us and our affiliates. If, however, the trustee, acquires any
"conflicting interest" within the meaning of the Trust Indenture Act of 1939, it
must eliminate the conflict or resign.
The holders of a majority in principal amount of the then outstanding
debt securities of any series may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the trustee. If
an event of default occurs and is continuing, the trustee, in the exercise of
its rights and powers, must use the degree of care and skill of a prudent person
in the conduct of his or her own affairs. Subject to this provision, the trustee
will be under no obligation to exercise any of its rights or powers under the
indenture at the request of any of the holders of the debt securities, unless
they have offered to the trustee reasonable indemnity or security.
DESCRIPTION OF PREFERRED STOCK
We currently have authorized 1,000,000 shares of undesignated preferred
stock, 5,719.49 of which are issued and outstanding as Series AA Preferred Stock
as of the date of this prospectus. Under Delaware law and our certificate of
incorporation, we may issue additional shares of undesignated preferred stock
from time to time, in one or more classes or series, as authorized by the board
of directors, generally without the approval of the stockholders.
Subject to limitations prescribed by Delaware law and our certificate
of incorporation and by-laws, the board of directors can fix the number of
shares constituting each class or series of preferred stock and the
designations, powers, preferences and other rights of that series as well as the
qualifications, limitations or restrictions on those powers, preferences and
rights. These may include provisions concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and any other
subjects or matters the board of directors or duly authorized committee may fix
by resolution.
The board of directors could authorize the issuance of shares of
preferred stock with terms and conditions which could have the effect of
discouraging a takeover or other transaction which holders of some, or a
majority, of the shares might believe to be in their best interests or in which
holders of some, or a majority, of the shares might receive a premium for their
shares over the then-market price of the shares.
If we offer a specific class or series of preferred stock under this
prospectus, we will describe the terms of the preferred stock in the prospectus
supplement for the offering and will file a copy of the certificate of
designation establishing these terms with the SEC. This description will
include:
(1) the title and stated value;
(2) the number of shares offered, the liquidation preference per
share and the purchase price;
(3) the dividend rate(s), period(s) and/or payment date(s), or
method(s) of calculation for these dividends;
(4) whether dividends will be cumulative or non-cumulative and, if
cumulative, the date from which dividends will accumulate;
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<PAGE> 24
(5) the procedures for any auction and remarketing, if any;
(6) the provisions for a sinking fund, if any;
(7) the provisions for redemption, if applicable;
(8) any listing of the preferred stock on any securities exchange
or market;
(9) whether the preferred stock will be convertible into our Class
A common stock, and, if applicable, the conversion price (or
how it will be calculated) and conversion period;
(10) whether the preferred stock will be exchangeable into debt
securities, and, if applicable, the exchange price (or how it
will be calculated) and exchange period;
(11) voting rights, if any, of the preferred stock;
(12) whether interests in the preferred stock will be represented
by depositary shares;
(13) a discussion of any material and/or special United States
federal income tax considerations applicable to the preferred
stock;
(14) the relative ranking and preferences of the preferred stock as
to dividend rights and rights upon liquidation, dissolution or
winding up of the affairs of Lamar;
(15) any limitations on issuance of any class or series of
preferred stock ranking senior to or on a parity with the
series of preferred stock as to dividend rights and rights
upon liquidation, dissolution or winding up of Lamar; and
(16) any other specific terms, preferences, rights, limitations or
restrictions of the preferred stock.
The preferred stock offered by this prospectus will, when issued, be
fully paid and nonassessable and will not have, or be subject to, any preemptive
or similar rights.
Unless we specify otherwise in the applicable prospectus supplement,
the preferred stock will, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of Lamar, rank as follows:
(1) senior to all classes or series of our Class A common stock,
and to all equity securities issued by us the terms of which
specifically provide that the equity securities rank junior to
the preferred stock with respect to these rights;
(2) on a parity with all equity securities issued by us that do
not rank senior or junior to the preferred stock with respect
to these rights; and
(3) junior to all equity securities issued by us the terms of
which do not specifically provide that they rank on a parity
with or junior to the preferred stock with respect to dividend
rights or rights upon liquidation, dissolution or winding up
of Lamar (including any entity with which we may be merged or
consolidated or to which all or substantially all of our
assets may be transferred or which transfers all or
substantially all of our assets).
As used for these purposes, the term "equity securities" does not include
convertible debt securities.
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DESCRIPTION OF LAMAR CLASS A COMMON STOCK
GENERAL
Lamar's authorized common stock consists of 175,000,000 shares of Class
A common stock and 37,500,000 shares of Class B Common Stock. At October 17,
2000, there were 75,392,608 shares of Class A common stock and 17,000,000 shares
of Class B common stock issued and outstanding.
VOTING RIGHTS; CONVERSION OF CLASS B COMMON STOCK
The Class A common stock and 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.
Except as required by Delaware law, the holders of Class A common stock and
Class B common stock vote together as a single class. Each share of Class B
common stock is convertible at the option of its holder into one share of Class
A common stock at any time. In addition, each share of Class B common stock
converts automatically into one share of Class A common stock upon the sale or
other transfer of a share of Class B common stock to a person who, or entity
which, is not a Permitted Transferee. "Permitted Transferees" include (1) Kevin
P. Reilly, Sr.; (2) a descendant of Kevin P. Reilly, Sr.; (3) a spouse or
surviving spouse (even if remarried) of any individual named or described in (1)
or (2) above; (4) 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 (1), (2) and (3) above; and (5) 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 (1), (2), (3) and (4) above.
Under Delaware law, the affirmative vote of the holders of a majority
of the outstanding shares of any class of common stock is required to approve
any amendment to the certificate of incorporation that would increase or
decrease the par value of that class, or modify or change the powers,
preferences or special rights of the shares of any class so as to affect that
class adversely. Our certificate of incorporation, however, allows for
amendments to increase or decrease the number of authorized shares of Class A
common stock or Class B common stock without a separate vote of either class.
DIVIDENDS; LIQUIDATION RIGHTS
All of the outstanding shares of common stock are fully paid and
nonassessable. In the event of the liquidation or dissolution of Lamar,
following any required distribution to the holders of outstanding shares of
preferred stock, the holders of common stock are entitled to share pro rata in
any balance of the corporate assets available for distribution to them. We may
pay dividends if, when and as declared by the board of directors from funds
legally available therefor, subject to the restrictions set forth in our
existing indentures and our senior credit facility. Subject to the preferential
rights of the holders of any class of preferred stock, holders of shares of
common stock are entitled to receive dividends as may be declared by the board
of directors out of funds legally available for that purpose. No dividend may be
declared or paid in cash or property on any share of either class of common
stock unless simultaneously the same dividend is declared or paid on each share
of the other class of common stock, provided that, in the event of stock
dividends, holders of a specific class of common stock shall be entitled to
receive only additional shares of that class.
OTHER PROVISIONS
The common stock is redeemable in the manner and on the conditions
permitted under Delaware law and as may be authorized by the board of directors.
Holders of common stock have no preemptive rights.
TRANSFER AGENT
American Stock Transfer and Trust Company serves as the transfer agent
and registrar for the Class A common stock.
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DESCRIPTION OF WARRANTS
GENERAL
We may issue warrants to purchase debt securities (which we refer to as
debt warrants), preferred stock (which we refer to as preferred stock warrants)
or Class A common stock (which we refer to as Class A common stock warrants).
Any of these warrants may be issued independently or together with any other
securities offered by this prospectus and may be attached to or separate from
the other securities. If warrants are issued, they will be issued under warrant
agreements to be entered into between us and a bank or trust company, as warrant
agent, all of which will be described in the prospectus supplement relating to
the warrants being offered.
DEBT WARRANTS
We will describe the terms of debt warrants offered the applicable
prospectus supplement, the warrant agreement relating to the debt warrants and
the debt warrant certificates representing the debt warrants, including the
following:
(1) the title;
(2) the aggregate number offered;
(3) their issue price or prices;
(4) the designation, aggregate principal amount and terms of the
debt securities purchasable upon exercise, and the procedures
and conditions relating to exercise;
(5) the designation and terms of any related debt securities and
the number of debt warrants issued with each security;
(6) the date, if any, on and after which the debt warrants and the
related debt securities will be separately transferable;
(7) the principal amount of debt securities purchasable upon
exercise, and the price at which that principal amount of debt
securities may be purchased upon exercise;
(8) the commencement and expiration dates of the right to
exercise;
(9) the maximum or minimum number which may be exercised at any
time;
(10) a discussion of the material United States federal income tax
considerations applicable to exercise; and
(11) any other terms, procedures and limitations relating to
exercise.
Debt warrant certificates will be exchangeable for new debt warrant
certificates of different denominations, and debt warrants may be exercised at
the corporate trust office of the warrant agent or any other office indicated in
the applicable prospectus supplement. Before exercising their debt warrants,
holders will not have any of the rights of holders of the securities purchasable
upon exercise and will not be entitled to payments of principal of, or premium,
if any, or interest, if any, on the securities purchasable upon exercise.
OTHER WARRANTS
The applicable prospectus supplement will describe the following terms
of preferred stock warrants or class a common stock warrants offered under this
prospectus:
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(1) the title;
(2) the securities issuable upon exercise;
(3) the issue price or prices;
(4) the number of warrants issued with each share of preferred
stock or Class A common stock;
(5) any provisions for adjustment of (a) the number or amount of
shares of preferred stock or Class A common stock receivable
upon exercise of the warrants or (b) the exercise price;
(6) if applicable, the date on and after which the warrants and
the related preferred stock or Class A common stock will be
separately transferable;
(7) if applicable, a discussion of the material United States
federal income tax considerations applicable to the exercise
of the warrants;
(8) any other terms, including terms, procedures and limitations
relating to exchange and exercise;
(9) the commencement and expiration dates of the right to
exercise; and
(10) the maximum or minimum number that may be exercised at any
time.
EXERCISE OF WARRANTS
Each warrant will entitle the holder to purchase for cash the principal
amount of debt securities or shares of preferred stock or Class A common stock
at the applicable exercise price set forth in, or determined as described in,
the applicable prospectus supplement. Warrants may be exercised at any time up
to the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void.
Warrants may be exercised by delivering to the corporation trust office
of the warrant agent or any other officer indicated in the applicable prospectus
supplement (a) the warrant certificate properly completed and duly executed and
(b) payment of the amount due upon exercise. As soon as practicable following
exercise, we will forward the debt securities or shares of preferred stock or
Class A common stock purchasable upon exercise. If less than all of the warrants
represented by a warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants.
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PLAN OF DISTRIBUTION
We may sell the securities being offered by us in this prospectus:
(1) directly to purchasers;
(2) through agents;
(3) through dealers;
(4) through underwriters; or
(5) through a combination of any of these methods of sale.
We and our agents and underwriters may sell the securities being
offered by us in this prospectus from time to time in one or more transactions:
(1) at a fixed price or prices, which may be changed;
(2) at market prices prevailing at the time of sale;
(3) at prices related to the prevailing market prices; or
(4) at negotiated prices.
We may solicit directly offers to purchase securities. We may also
designate agents from time to time to solicit offers to purchase securities. Any
agent, who may be deemed to be an "underwriter" as that term is defined in the
Securities Act of 1933, may then resell the securities to the public at varying
prices to be determined by that agent at the time of resale.
If we use underwriters to sell securities, we will enter into an
underwriting agreement with them at the time of the sale to them. We have filed
a copy of the proposed form of underwriting agreement as an exhibit to the
registration statement in which this prospectus is included. The names of the
underwriters will be set forth in the prospectus supplement that will be used by
them together with this prospectus to make resales of the securities to the
public. In connection with the sale of the securities offered, these
underwriters may be deemed to have received compensation from us in the form of
underwriting discounts or commissions. Underwriters may also receive commissions
from purchasers of the securities.
Underwriters may also use dealers to sell securities. If this happens,
these dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agents.
Any underwriting compensation paid by us to underwriters in connection
with the offering of the securities offered in this prospectus, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers, will be set forth in the applicable prospectus supplement.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments that they may be required to
make in respect of these liabilities. Underwriters and agents may engage in
transactions with, or perform services for, us in the ordinary course of
business.
If so indicated in the applicable prospectus supplement, we will
authorize underwriters, dealers, or other persons to solicit offers by certain
institutions to purchase the securities offered by us under this prospectus
pursuant to contracts providing for payment and delivery on a future date or
dates. The obligations of any purchaser under
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any these contracts will be subject only to those conditions described in the
applicable prospectus supplement, and the prospectus supplement will set forth
the price to be paid for securities pursuant to these contracts and the
commissions payable for solicitation of these contracts.
Any underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids in accordance with Regulation M of
the Securities Exchange Act of 1934. Over-allotment involves sales in excess of
the offering size, which creates a short position. Stabilizing transactions
involve bids to purchase the underlying security so long as the stabilizing bids
do not exceed a specified maximum. Syndicate short covering transactions involve
purchases of securities in the open market after the distribution has been
completed in order to cover syndicate short positions. Penalty bids permit the
underwriters to reclaim selling concessions from dealers when the securities
originally sold by the dealers are purchased in covering transactions to cover
syndicate short positions. These transactions may cause the price of the
securities sold in an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters at any time.
Each series of securities offered under this prospectus will be a new
issue with no established trading market, other than the Class A common stock,
which is listed on the Nasdaq National Market. Any shares of common stock sold
pursuant to a prospectus supplement will be listed on the Nasdaq National
Market, subject to official notice of issuance. Any underwriters to whom we sell
securities for public offering and sale may make a market in the securities, but
these underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We may elect to list any of the securities we
may offer from time to time for trading on an exchange or on the Nasdaq National
Market, but we are not obligated to do so.
The anticipated date of delivery of the securities offered hereby will
be set forth in the applicable prospectus supplement relating to each offering.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar, will give
Lamar an opinion on the validity of the securities offered by this prospectus
and any accompanying prospectus supplement.
EXPERTS
The consolidated financial statements of Lamar Advertising Company and
subsidiaries as of December 31, 1999 and 1998 and for each of the years in the
three-year period ended December 31, 1999, 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 LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing. The
report of KPMG LLP covering the December 31, 1999 financial statements refers to
a change in the method of accounting for costs of start-up activities.
The consolidated financial statements of Advantage Outdoor Company, LP
and subsidiaries as of and for the year ended December 31, 1999, 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 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 sheet of Chancellor Outdoor Media Corporation
as of December 31, 1998 and consolidated statements of operations, equity and
cash flows for the period from July 22, 1998 to December 31, 1998, the
statements of income, divisional equity and cash flows of The Outdoor Division
of Whiteco Industries, Inc. for the eleven months ended November 30, 1998, the
statements of operations, partners' capital and cash flows of Martin Media, L.P.
for the seven months ended July 31, 1998, and the statements of operations,
retained earnings and cash flows of Martin & MacFarlane, Inc. for the seven
months ended July 31, 1998, incorporated in this registration statement by
reference to the Current Report on Form 8-K of Lamar Advertising Company dated
July 6, 1999 have been so incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
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The financial statements of the Outdoor Advertising Division of Whiteco
Industries, Inc., incorporated by reference in this prospectus have been audited
by BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods set forth in their report incorporated herein by reference, and
are incorporated herein in reliance upon such report given the authority of said
firm as experts in auditing and accounting.
The balance sheets of Martin Media as of December 31, 1997 and 1996 and
the related statements of operations, partners' capital (deficit) and cash flows
for each of the years ended December 31, 1997, 1996, and 1995 and the balance
sheets of Martin & MacFarlane, Inc. as of December 31, 1997 and 1996 and the
related statements of income, retained earnings and cash flows for each of the
years ended December 31, 1997 and 1996 and the six-month period ended December
31, 1995, all of which have been incorporated by reference in this prospectus
and in the registration statement, have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
The balance sheet of Martin & MacFarlane, Inc. as of June 30, 1995 and
the related statements of income, retained earnings and cash flows of Martin &
MacFarlane, Inc. for the year ended June 30, 1995, all of which have been
incorporated by reference in this prospectus and in the registration statement
have been incorporated by reference herein and in the registration statement in
reliance upon the report of Barbich Longcrier Hooper & King, Accounting
Corporation, independent certified public accountants, incorporated by reference
herein, and upon the authority of such firm as experts in accounting and
auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is an estimate of the fees and expenses, other than
underwriting discounts and commissions, payable or reimbursable by Lamar in
connection with the issuance and distribution of the offered securities offered
by this prospectus.
<TABLE>
<S> <C>
SEC registration fee $141,900
Printing and engraving expenses 300,000
Legal fees and expenses 200,000
Accounting fees and expenses 50,000
Rating agency fees 50,000
Transfer agent fees and expenses 15,000
Fees and expenses of the Trustee 15,000
Miscellaneous 28,100
Total $800,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
grants Lamar the power to indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
Lamar, or is or was serving at the request of Lamar as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with any such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of Lamar, and with to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, no
indemnification shall be made in connection with any proceeding brought by or in
the right of Lamar where the person involved is adjudged to be liable to Lamar
except to the extent approved by a court.
Lamar's By-laws provide that any person who is made a party to any
action or proceeding because such person is or was a director or officer of
Lamar will be indemnified and held harmless against all claims, liabilities and
expenses, including those expenses incurred in defending a claim and amounts
paid or agreed to be paid in connection with reasonable settlements made before
final adjudication with the approval of the Board of Directors, if such person
has not acted, or in the judgment or the shareholders or directors of Lamar has
not acted, with willful or intentional misconduct. The indemnification provided
for in Lamar's By-laws is expressly not exclusive of any other rights to which
those seeking indemnification may be entitled as a matter of law.
Lamar's Certificate of Incorporation provides that directors of Lamar
will not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, whether or not an individual
continues to be a director at the time such liability is asserted, except for
liability (i) for any breach of the director's duty of loyalty to Lamar or its
stockholders, (ii) for acts or omissions not in good faith or which involve
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intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the DGCL, relating to prohibited dividends or distributions or the repurchase or
redemption of stock, or (iv) for any transaction from which the director derives
an improper personal benefit.
The Company carries Directors' and Officers' insurance which covers its
directors and officers against certain liabilities they may incur when acting in
their capacity as directors or officers of the Company.
ITEM 16. EXHIBITS
See Exhibit Index immediately following signature pages.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of this chapter at the start of any delayed
offering or throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the prospectus, by means of
a post-effective amendment, financial statements required pursuant to this
paragraph (a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements
and information are contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Form
F-3.
II-2
<PAGE> 33
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 15
hereof, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to file an application
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305 (b)(2) of the Act.
II-3
<PAGE> 34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising
Company, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith
A. Istre and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal
------------------------------------ Financial and Accounting Officer October 19, 2000
Keith A. Istre
/s/ Charles W. Lamar Director October 19, 2000
------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
Director October 19, 2000
------------------------------------
Stephen Mumblow
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
/s/ Sean E. Reilly Director October 19, 2000
------------------------------------
Sean E. Reilly
Director October 19, 2000
------------------------------------
Wendell Reilly
Director October 19, 2000
------------------------------------
John Maxwell Hamilton
Director October 19, 2000
------------------------------------
Thomas Reifenheiser
</TABLE>
II-4
<PAGE> 35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR MEDIA CORP.
By: /s/ Kevin P. Reilly, Jr.
----------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Media Corp., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal
------------------------------------ Financial and Accounting Officer October 19, 2000
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-5
<PAGE> 36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR AIR, LLC
By: THE LAMAR COMPANY, L.L.C., its Manager
By: LAMAR MEDIA CORP., its Manager
/s/ Kevin P. Reilly, Jr.
------------------------------------------
Kevin P. Reilly
President and Chief Executive Officer
II-6
<PAGE> 37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TLC PROPERTIES, L.L.C.
By: TLC PROPERTIES, INC., its Manager
/s/ Sean E. Reilly
-------------------------------------
Sean E. Reilly
President and Chief Executive Officer
II-7
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR TEXAS LIMITED PARTNERSHIP
By: LAMAR TEXAS GENERAL PARTNER, INC.,
its General Partner
/s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-8
<PAGE> 39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR TENNESSEE, L.L.C.
By: THE LAMAR COMPANY, L.L.C. its
Managing Member
By: LAMAR MEDIA CORP., its Manager
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-9
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
GEORGIA LOGOS, L.L.C.
By: INTERSTATE LOGOS, INC., its Manager
By: /s/ T. Everett Stewart, Jr
------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
II-10
<PAGE> 41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
INTERSTATE LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Interstate Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-11
<PAGE> 42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
FLORIDA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Florida Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-12
<PAGE> 43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
KANSAS LOGOS INC.
By: /s/ T. Everett Stewart, Jr
------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Kansas Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-13
<PAGE> 44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
KENTUCKY LOGOS, LLC
By: INTERSTATE LOGOS, INC., its Manager
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
II-14
<PAGE> 45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
MICHIGAN LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Michigan Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-15
<PAGE> 46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
MINNESOTA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Minnesota Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-16
<PAGE> 47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
MISSISSIPPI LOGOS L.L.C.
By: INTERSTATE LOGOS, INC., its Manager
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
II-17
<PAGE> 48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
MISSOURI LOGOS, LLC
By: INTERSTATE LOGOS, INC., its Manager
By: /s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
II-18
<PAGE> 49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
NEBRASKA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Nebraska Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-19
<PAGE> 50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
NEVADA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We the undersigned officers and directors of Nevada Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-20
<PAGE> 51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
NEW JERSEY LOGOS L.L.C.
By: INTERSTATE LOGOS, INC., its Manager
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
II-21
<PAGE> 52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
OHIO LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Ohio Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-22
<PAGE> 53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
OKLAHOMA LOGOS, L.L.C.
By: INTERSTATE LOGOS, INC., its Manager
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
II-23
<PAGE> 54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
SOUTH CAROLINA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of South Carolina Logos,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-24
<PAGE> 55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TENNESSEE LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Tennessee Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-25
<PAGE> 56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TEXAS LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Texas Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-26
<PAGE> 57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
UTAH LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Utah Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-27
<PAGE> 58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
VIRGINIA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Virginia Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal Executive October 19, 2000
------------------------------------ Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
</TABLE>
II-28
<PAGE> 59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF COLORADO SPRINGS, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of Colorado
Springs, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-29
<PAGE> 60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF MICHIGAN, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Michigan, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-30
<PAGE> 61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF PENN, L.L.C.
By: THE LAMAR COMPANY, L.L.C., its Manager
By: LAMAR MEDIA CORP., its Manager
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Penn, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-31
<PAGE> 62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF YOUNGSTOWN, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Youngstown, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-32
<PAGE> 63
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR PENSACOLA TRANSIT, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Pensacola Transit,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-33
<PAGE> 64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR TEXAS GENERAL PARTNER, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Texas General
Partner, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-34
<PAGE> 65
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ELECTRICAL, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Electrical, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-35
<PAGE> 66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TLC PROPERTIES, INC.
By: /s/ Sean E. Reilly
----------------------------------------
Sean E. Reilly
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TLC Properties, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sean E. Reilly Principal October 19, 2000
------------------------------------ Executive Officer
Sean E. Reilly
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-36
<PAGE> 67
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TLC PROPERTIES II, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TLC Properties II, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-37
<PAGE> 68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
CANADIAN TODS LIMITED
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Canadian TODS Limited,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-38
<PAGE> 69
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
South Dakota, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-39
<PAGE> 70
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR OCI SOUTH CORPORATION
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar OCI South
Corporation, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-40
<PAGE> 71
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR OCI NORTH CORPORATION
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar OCI North
Corporation, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-41
<PAGE> 72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF WEST VIRGINIA, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of West
Virginia, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-42
<PAGE> 73
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF ASHLAND, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Ashland, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-43
<PAGE> 74
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
AMERICAN SIGNS, INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of American Signs, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-44
<PAGE> 75
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
HARDIN DEVELOPMENT CORPORATION
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Hardin Development
Corporation, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-45
<PAGE> 76
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
COLORADO LOGOS, INC.
By: /s/ T. Everett Stewart
----------------------------------------
T. Everett Stewart
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Colorado Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal
------------------------------------ Financial and Accounting Officer October 19, 2000
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
</TABLE>
II-46
<PAGE> 77
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
NEW MEXICO LOGOS, INC.
By: /s/ T. Everett Stewart
----------------------------------------
T. Everett Stewart
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of New Mexico Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ T. Everett Stewart, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal
------------------------------------ Financial and Accounting Officer October 19, 2000
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ Kevin P. Reilly, Jr. Director October 19, 2000
------------------------------------
Kevin P. Reilly, Jr.
</TABLE>
II-47
<PAGE> 78
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF KENTUCKY, INC.
By: /s/ Kevin P. Reilly, Jr.
----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Kentucky, Inc. hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-48
<PAGE> 79
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ROBINSON, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Robinson, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
------------------------------------ Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
------------------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
------------------------------------
T. Everett Stewart, Jr.
</TABLE>
II-49
<PAGE> 80
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR MARTIN CORPORATION
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Martin
Corporation., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-50
<PAGE> 81
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR MW SIGN CORPORATION
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar MW Sign
Corporation, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-51
<PAGE> 82
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR NEVADA SIGN CORPORATION
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Nevada Sign
Corporation, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-52
<PAGE> 83
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR OUTDOOR CORPORATION
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Outdoor
Corporation., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-53
<PAGE> 84
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR WHITECO OUTDOOR CORPORATION
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Whiteco Outdoor
Corporation, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-54
<PAGE> 85
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
DOWLING COMPANY, INCORPORATED
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Dowling Company,
Incorporated, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-55
<PAGE> 86
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LINDSAY OUTDOOR ADVERTISING INC.
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lindsay Outdoor
Advertising, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Keith A. Istre and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-56
<PAGE> 87
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
PARSONS DEVELOPMENT COMPANY
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Parsons Development
Company, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith
A. Istre and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-57
<PAGE> 88
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
REVOLUTION OUTDOOR ADVERTISING, INC.
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Revolution Outdoor
Advertising, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Keith A. Istre and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-58
<PAGE> 89
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
SCENIC OUTDOOR MARKETING & CONSULTING, INC.
By: /s/ Kevin P. Reilly, Jr.
------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Scenic Outdoor Marketing
& Consulting, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Keith A. Istre and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-59
<PAGE> 90
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR WEST, L.P.
By: LAMAR MW SIGN CORP.
its General Partner
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-60
<PAGE> 91
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
OUTDOOR PROMOTIONS WEST, LLC
By: TRIUMPH OUTDOOR HOLDINGS, LLC,
its Manager
By: LAMAR OUTDOOR CORPORATION,
its Manager
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-61
<PAGE> 92
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TRANSIT AMERICA LAS VEGAS, L.L.C.
By: TRIUMPH OUTDOOR HOLDINGS, LLC,
its Manager
By: LAMAR OUTDOOR CORPORATION,
its Manager
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-62
<PAGE> 93
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TRIUMPH OUTDOOR LOUISIANA, LLC
By: TRIUMPH OUTDOOR HOLDINGS, LLC,
its Manager
By: LAMAR OUTDOOR CORPORATION,
its Manager
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-63
<PAGE> 94
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TRIUMPH OUTDOOR RHODE ISLAND, LLC
By: TRIUMPH OUTDOOR HOLDINGS, LLC,
its Manager
By: LAMAR OUTDOOR CORPORATION,
its Manager
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-64
<PAGE> 95
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
TRIUMPH OUTDOOR HOLDINGS, LLC
By: LAMAR OUTDOOR CORPORATION,
its Manager
By: /s/ Kevin. P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-65
<PAGE> 96
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR FLORIDA, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Florida, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-66
<PAGE> 97
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVAN, INC.
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advan, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-67
<PAGE> 98
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF IOWA, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Iowa, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-68
<PAGE> 99
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
OUTDOOR WEST, INC. OF TENNESSEE
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Outdoor West, Inc. of
Tennessee, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-69
<PAGE> 100
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
OUTDOOR WEST, INC. OF GEORGIA
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Outdoor West, Inc. of
Georgia, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith
A. Istre and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-70
<PAGE> 101
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF TEXAS, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Texas, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-71
<PAGE> 102
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVANTAGE HOLDING COMPANY
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advantage Holding
Company, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith
A. Istre and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-72
<PAGE> 103
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR EMBER, INC.
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Ember, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-73
<PAGE> 104
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR OKLAHOMA HOLDING COMPANY, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Oklahoma Holding
Company, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-74
<PAGE> 105
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF OKLAHOMA, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Oklahoma, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-75
<PAGE> 106
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR BENCHES, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Benches, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-76
<PAGE> 107
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR I-40 WEST, INC.
By: /s/ Kevin P. Reilly, Jr.
--------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar I-40 West, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-77
<PAGE> 108
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR AZTEC, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Aztec, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-78
<PAGE> 109
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR KYO, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar KYO, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-79
<PAGE> 110
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR OHIO OUTDOOR HOLDING CORP.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Ohio Outdoor
Holding Corp., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-3 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-80
<PAGE> 111
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
STEWART ADVERTISING, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Stewart Advertising,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre and each of them singly, our true and lawful attorneys, with full power to
them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-82
<PAGE> 112
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
THE LAMAR COMPANY, L.L.C.
By: THE LAMAR COMPANY,
its Manager
By: LAMAR MEDIA CORP.,
its Manager
/s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-83
<PAGE> 113
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF LOUISIANA, L.L.C.
By: THE LAMAR COMPANY,
its Manager
By: LAMAR MEDIA CORP.,
its Manager
/s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-84
<PAGE> 114
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR T.T.R., L.L.C.
By: LAMAR ADVERTISING OF YOUNGSTOWN, INC.,
its Sole and Managing Member
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-85
<PAGE> 115
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVERTISING OF MACON, L.L.C.
By: THE LAMAR COMPANY,
its Manager
By: LAMAR MEDIA CORP.,
its Manager
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-86
<PAGE> 116
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVANTAGE GP COMPANY, LLC
By: LAMAR ADVERTISING OF TEXAS, INC.,
its Sole and Managing Member
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-87
<PAGE> 117
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVANTAGE LP COMPANY, LLC
By: LAMAR ADVERTISING OF TEXAS, INC.,
its Sole and Managing Member
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-88
<PAGE> 118
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.
By: LAMAR ADVANTAGE GP COMPANY, LLC,
its General Partner
By: LAMAR ADVERTISING OF TEXAS, INC.,
its Sole and Managing Member
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-89
<PAGE> 119
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
DELAWARE LOGOS, L.L.C.
By: INTERSTATE LOGOS, INC.,
its Manager
/s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
II-92
<PAGE> 120
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
INTERSTATE LOGOS, L.L.C.
By: LAMAR MEDIA CORP.,
its Sole and Managing Member
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-93
<PAGE> 121
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LC BILLBOARD, L.L.C.
By: THE LAMAR COMPANY, L.L.C.,
its Manager
By: LAMAR MEDIA CORP.,
its Manager
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-94
<PAGE> 122
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR SPRINGFIELD, INC.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Springfield, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
II-95
<PAGE> 123
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on October 19, 2000.
LAMAR WRIGHT POSTER CORP.
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Wright Poster
Corp., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre and each of them singly, our true and lawful attorneys, with full power to
them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Kevin P. Reilly, Jr. Director and Principal October 19, 2000
--------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal October 19, 2000
--------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Sean Reilly Director October 19, 2000
---------------------------
Sean Reilly
/s/ Gerald H. Marchand Director October 19, 2000
---------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director October 19, 2000
---------------------------
T. Everett Stewart, Jr.
</TABLE>
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<PAGE> 124
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1 Form of Underwriting Agreement. Filed herewith.
3.1 Amended and Restated Certificate of Incorporation of Lamar New
Holding Co., as amended. Previously filed as Exhibit 3.1 to
the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1999 (File No. 0-20833) and incorporated herein
by reference.
3.2 Certificate of Amendment to the Certificate of Incorporation
of Lamar New Holding Co. (whereby the name of Lamar New
Holding Co. was changed to Lamar Advertising Company).
Previously filed as Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1999 (File
No. 0-20833) and incorporated herein by reference.
3.3 Certificate of Amendment to the Certificate of Incorporation
of the Company. Previously filed as Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 2000 (File No. 0-30242) and incorporated herein by
reference.
3.4 By-Laws. Previously filed as Exhibit 3.3 to the Company's
Quarterly Report on Form 10-Q for the period ended June 30,
1999 and incorporated herein by reference.
4.1 Form of Indenture. Filed herewith.
4.2 Specimen certificate for shares of the Class A common stock of
Lamar Advertising Company. Previously filed as Exhibit 4.1 to
Lamar's Registration Statement on Form S-1 (File No.
333-05479), and incorporated herein by reference.
4.3* Certificate of Designation.
4.4* Form of Preferred Stock Certificate.
4.5* Form of Warrant Agreement.
4.6* Form of Warrant.
5.1 Opinion of Palmer & Dodge LLP. Filed herewith.
12.1 Lamar Advertising Company Computation of Ratio of Earnings to
Fixed Charges and Preferred Stock Dividends. Filed herewith.
23.1 Consent of Palmer & Dodge LLP (included as part of their
opinion listed as Exhibit 5.1). Filed herewith.
23.2 Consent of KPMG LLP, independent auditors of Lamar Advertising
Company, Lamar Media Corp. and Advantage Outdoor Company, L.P.
Filed herewith.
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants
of Chancellor Media Outdoor Corporation, The Outdoor Division
of Whiteco Industries, Inc., Martin Media, L.P. and Martin &
MacFarlane, Inc. Filed herewith.
</TABLE>
II-97
<PAGE> 125
<TABLE>
<S> <C>
23.4 Consent of BDO Seidman LLP, independent certified public
accountants of The Outdoor Advertising Division of Whiteco
Industries, Inc. Filed herewith.
23.5 Consent of Arthur Andersen LLP, independent public accountants
of Martin Media (a California limited partnership) and Martin
& MacFarlane, Inc. Filed herewith.
23.6 Consent of Barbich Longcrier Hooper & King, Accounting
Corporation, independent accountants of Martin & MacFarlane,
Inc. Filed herewith.
24.1 Powers of Attorney (included on signature pages). Filed
herewith.
25.1 Statement of Eligibility of Trustee on Form T-1. To be filed
separately pursuant to Section 305(b)(2) of the Trust
Indenture Act of 1939.
</TABLE>
* To be filed by amendment or by a Current Report on Form 8-K pursuant to Item
601(b) of Regulation S-K
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