AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 2003
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-4
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 of incorporation or (I.R.S. Employer Identification Number)
organization)
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:
GEORGE TICKNOR, ESQ.
PALMER & DODGE LLP
111 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02119-7613
(617) 239-0100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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 statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
Pursuant to Rule 429 under the Securities Act, the prospectus included in
this registration statement relates to the $117,654,269.58 in aggregate
principal amount of Class A common stock registered hereby and to the
$82,345,730.42 in aggregate principal amount of Class A common stock previously
registered under the registrant's registration statement on Form S-4 (No.
333-48266).
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) AMOUNT OF REGISTRATION FEE(2)
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Class A common stock, $.001 par value, of the Company....... $117,654,269.58 $9,518.23
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act.
(2) Pursuant to Rule 457(p) under the Securities Act of 1933, $82,345,730.42 of
Class A common stock is being carried forward from Lamar Advertising
Company's Registration Statement on Form S-4 (No. 333-48266) filed with the
Commission on October 19, 2000, for inclusion in the prospectus filed
herewith. The registration fee that is being paid in connection with this
Registration Statement is $9,518.23, which fee represents the total fee for
registering the aggregate offering price of the Class A common stock
registered hereunder less the fee of $21,739.27 already paid for unsold
securities registered under the prior Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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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, SEPTEMBER 11, 2003
PROSPECTUS
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
LAMAR ADVERTISING COMPANY
$200,000,000
CLASS A COMMON STOCK
Our Class A common stock trades on the Nasdaq National Market under the
symbol "LAMR." On September 10, 2003, the last reported per share sale price of
our Class A common stock was $31.39.
This prospectus relates to shares of Class A common stock of Lamar
Advertising Company that we may issue from time to time in connection with
business combinations, acquisitions and mergers. In general, the terms of these
transactions will be determined by direct negotiations between us and the owners
or principal executives of the target companies. Important factors in these
negotiations will include:
- the historical and potential cash flow from the assets being acquired;
- the location of any outdoor advertising displays being acquired; and
- the market value of the Class A common stock.
We have two types of common stock: Class A common stock and Class B common
stock. The Class A common stock and the Class B common stock have the same
rights and powers, except that a share of Class A common stock entitles the
holder to one vote and a share of Class B common stock entitles the holder to
ten votes.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN RISKS INHERENT TO OWNERSHIP OF SHARES OF CLASS A COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is , 2003.
REFERENCES TO ADDITIONAL INFORMATION
This prospectus incorporates important business and financial information
about Lamar Advertising Company from other documents that are not included in or
delivered with this prospectus. This information is available to you without
charge upon your written or oral request. You can obtain those documents, which
are incorporated by reference in this prospectus, by requesting them in writing
or by telephone from Lamar Advertising Company at the following address and
telephone number:
Shareholder Services
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808
(225) 926-1000
TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION AT LEAST FIVE
BUSINESS DAYS BEFORE THE DATE ON WHICH YOU MUST MAKE YOUR DECISION ON WHETHER TO
INVEST IN LAMAR ADVERTISING COMPANY.
See "Where You Can Find More Information" on page 8.
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TABLE OF CONTENTS
PAGE
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Business of Lamar........................................... 1
Risk Factors................................................ 2
Note Regarding Forward-Looking Statements................... 5
Securities Covered By This Prospectus....................... 6
Legal Matters............................................... 7
Experts..................................................... 7
Where You Can Find More Information......................... 8
ii
BUSINESS OF LAMAR
We are one of the largest outdoor advertising companies in the United
States based on number of displays and have operated under the Lamar name since
1902. As of June 30, 2003, we owned and operated approximately 149,000 billboard
advertising displays in 43 states, operated over 97,000 logo sign displays in 21
states and the province of Ontario, Canada, and operated approximately 13,000
transit advertising displays in 15 states.
The three principal areas that make up our business are:
- Billboard advertising. We offer our customers a fully integrated
service, covering their billboard display requirements from ad copy
production to placement and maintenance. Our billboard advertising
displays are comprised of bulletins and posters. As a result of their
greater impact and higher cost, bulletins are usually located on major
highways. Posters are usually concentrated on major traffic arteries or
on city streets to target pedestrian traffic.
- Logo signs. We are the largest provider of logo sign services in the
United States, operating 21 of the 26 privatized state logo sign
contracts. Logo signs are erected near highway exits to direct motor
traffic to service and tourist attractions, as well as to advertise gas,
food, camping and lodging.
- Transit advertising. We provide transit advertising in 40 transit
markets. Transit displays appear on the exterior or interior of public
transportation vehicles or stations, such as buses, trains, commuter
rail, subways, platforms and terminals.
Our business has grown rapidly through a combination of internal growth and
acquisitions. Our growth has been enhanced by strategic acquisitions that
resulted in increased operating efficiencies, greater geographic diversification
and increased market penetration. Historically, we have focused on small to mid-
sized markets where we have pursued acquisition opportunities in order to
establish a leadership position. Since January 1, 1997, we have successfully
completed over 490 acquisitions of outdoor advertising businesses and assets.
Our acquisitions have expanded our operations in major markets. We currently
have a presence in 24 of the top 50 outdoor advertising markets in the United
States. Our large national footprint gives us the ability to offer cross-market
advertising opportunities to both our local and national advertising customers.
Our principal executive offices are located at 5551 Corporate Boulevard,
Baton Rouge, Louisiana 70808 and our telephone number is (225) 926-1000.
1
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.
WE MAY BE UNABLE TO GENERATE SUFFICIENT CASH FLOW TO SATISFY OUR SIGNIFICANT
DEBT SERVICE OBLIGATIONS.
Our ability to generate cash flow from operations to make principal and
interest payments on our debt will depend on our future performance, which will
be affected by a range of economic, competitive and business factors. We cannot
control many of these factors, including general economic conditions, our
customers' allocation of advertising expenditures among available media and the
amount spent on advertising in general. If our operations do not generate
sufficient cash flow from operations to satisfy our debt service obligations, we
may need to borrow additional funds to make these payments or undertake
alternative financing plans, such as refinancing or restructuring our debt, or
reducing or delaying capital investments and acquisitions. Additional funds or
alternative financing may not be available to us on favorable terms, or at all.
Our inability to generate sufficient cash flow from operations or obtain
additional funds or alternative financing on acceptable terms could have a
material adverse effect on our business, financial condition and results of
operations.
RESTRICTIONS IN OUR DEBT AGREEMENTS AND IN THE DEBT AGREEMENTS OF OUR WHOLLY
OWNED SUBSIDIARY, LAMAR MEDIA CORP., REDUCE OUR OPERATING FLEXIBILITY AND
CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR DEFAULTS.
The terms of Lamar Media's bank credit facility and the indentures relating
to Lamar Media's outstanding notes restrict, among other things, our ability and
the ability of Lamar Media to:
- incur or repay debt;
- dispose of assets;
- create liens;
- make investments;
- enter into affiliate transactions; and
- pay dividends.
Under Lamar Media's bank credit facility it must maintain specified
financial ratios and levels including:
- a minimum interest coverage ratio;
- a minimum fixed charges coverage ratio;
- a maximum senior debt ratio; and
- a maximum total debt ratio.
If we fail to comply with these tests, the lenders have the right to cause
all amounts outstanding under Lamar Media's 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 and could lead to an event of default under the indentures governing our
debt, including the notes. Any of these events could have a material adverse
effect on our business, financial condition and results of operations. 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.
OUR REVENUES ARE DERIVED FROM ADVERTISING AND ADVERTISING IS PARTICULARLY
SENSITIVE TO CHANGES IN ECONOMIC CONDITIONS AND ADVERTISING TRENDS.
We sell advertising space to generate revenues. Advertising spending is
particularly sensitive to changes in general economic conditions and advertising
spending typically decreases when economic
2
conditions are tough. A decrease in demand for advertising space could adversely
affect our business. A reduction in money spent on our advertising displays
could result from:
- a general decline in economic conditions;
- a decline in economic conditions in particular markets where we conduct
business;
- a reallocation of advertising expenditures to other available media by
significant customers; or
- a decline in the amount spent on advertising in general.
OUR OPERATIONS ARE SIGNIFICANTLY IMPACTED BY THE REGULATION OF OUTDOOR
ADVERTISING BY FEDERAL, STATE AND LOCAL GOVERNMENTS.
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 that require removal
of billboards by a future date. In addition, four states have enacted bans on
billboard advertising.
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 that 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.
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.
Historically, we have substantially increased our inventory of advertising
displays through acquisitions. Our growth strategy involves acquiring outdoor
advertising businesses and assets in markets where we currently compete, as well
as in new markets. The following factors, however, may affect our ability to
continue to pursue this strategy effectively:
- there might not be suitable acquisition candidates, particularly as a
result of the consolidation of the outdoor advertising industry, and we
may have a more difficult time negotiating acquisitions that are
favorable to us;
- we may face increased competition from other outdoor advertising
companies, which may have greater financial resources than us, for the
businesses and assets we wish to acquire, which may result in higher
prices for those businesses and assets;
- we may not have access to sufficient capital resources on acceptable
terms, if at all, to finance our acquisitions and may not be able to
obtain required consents from our lenders;
- we may be unable to effectively integrate acquired businesses and assets
with our existing operations as a result of unforeseen difficulties that
could require significant time and attention from our management that
would otherwise be directed at developing our existing business; and
- we may not realize the benefits and cost savings that we anticipate from
our acquisitions.
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 one of the largest companies focusing
3
exclusively on outdoor advertising, we face competition from larger companies
with more diversified operations that also include television, radio and other
broadcast media. In addition, our diversified competitors have the opportunity
to cross-sell their different advertising products to their customers. We also
face competition from other forms of media, including newspapers, direct mail
advertising and the Internet. 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.
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 advertising structures by hurricanes and other natural
disasters, it is possible that these plans will not work. If these plans fail,
significant losses could result.
We have determined that it is not economical to obtain insurance against
losses from hurricanes and other natural disasters. Instead, we have developed
contingency plans to deal with the threat of hurricanes. For example, we remove
the advertising faces on billboards at the onset of a storm, when possible,
which better permits the structures to 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. For the six months ended June 30, 2003,
approximately 5% of our net revenues were derived from our logo sign contracts.
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
currently compete with three other logo sign providers, as well as local
companies, for state-awarded service contracts for logo signs. Generally,
state-awarded logo sign contracts have terms of five to ten years with
additional renewal periods. Some states have the right to terminate a contract
early, but in most cases must pay compensation to the logo sign provider for
early termination. At the end of the term of the contract, ownership of the
structures is transferred to the state. Depending on the contract in question,
the logo sign provider may or may not be entitled to compensation at the end of
the contract term. Of our 21 logo sign contracts in place at June 30, 2003, one
terminated in July and three are scheduled to terminate in 2003, one in
September and two in December, and one is subject to renewal in September 2003.
The states may not award us new logo sign contracts or renew our existing
contracts. In addition, after a new state-awarded logo contract is received, we
generally incur significant start-up costs. If we do not continue to have access
to the capital necessary to finance those costs we would not be able to accept
new contracts.
WE HAVE SIGNIFICANT STOCKHOLDERS WHO ARE ABLE TO CONTROL THE OUTCOME OF ALL
MATTERS SUBMITTED TO OUR STOCKHOLDERS FOR APPROVAL AND WHOSE INTERESTS MAY BE
DIFFERENT THAN YOURS.
Certain members of the Reilly family, including Kevin P. Reilly, Jr., our
president and chief executive officer, as of June 30, 2003, own in the aggregate
approximately 16% of Lamar Advertising's common stock, assuming the conversion
of all Class B common stock to Class A common stock. This represents 65% of
Lamar Advertising's outstanding voting stock. By virtue of such stock ownership,
such persons have the power to:
- elect our entire board of directors;
- control our management and policies; and
- determine the outcome of any corporate transaction or other matters
required to be submitted to our stockholders for approval, including the
amendment of its certificate of incorporation, mergers, consolidation and
the sale of all or substantially all of its or our assets.
As their interests in Lamar Advertising may be different from your
interests, the foregoing stockholders may exercise their control in a manner
detrimental to your interests.
4
OUR BY-LAWS AND CERTIFICATE OF INCORPORATION CONTAIN CERTAIN ANTI-TAKEOVER
PROVISIONS THAT MAY MAKE IT HARDER TO REALIZE A PREMIUM OVER OUR CLASS A COMMON
STOCK'S MARKET PRICE OR MAY AFFECT THE MARKET PRICE OF THE NOTES AND THE CLASS A
COMMON STOCK
Certain provisions of our certificate of incorporation and by-laws may
discourage a third party from offering to purchase us. These provisions,
therefore, inhibit actions that would result in a change in control of us. Some
of these actions would otherwise give the holders of the Class A common stock
(into which the notes are convertible) 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 notes
and the Class A common stock. For example, under our certificate of
incorporation we can issue "blank check" preferred stock with such designations,
rights and preferences as our board of directors determines from time to time.
If issued, this type of preferred stock could be used as a method of
discouraging, delaying or preventing a change in control of us. In addition, if
we issue 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. We do not currently intend to issue any shares of this
type of preferred stock, but retain the right to do so in the future.
Furthermore, we are subject to Section 203 of the Delaware General
Corporation Law, which may discourage takeover attempts. 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 currently plan to do so in the future.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including documents incorporated by reference, contains
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These are
statements that relate to future periods and include statements regarding our
anticipated performance.
Generally, the words anticipates, believes, expects, intends, estimates,
projects, plans 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 are described
in this prospectus, including under "Risk Factors" and include, among others:
- the performance of the U.S. economy generally and the level of
expenditures on advertising, including, in particular, outdoor
advertising;
- our ability to renew expiring and negotiate new contracts at favorable
rates;
- our ability to fully utilize our outdoor advertising capacity;
- the integration of businesses that we acquire and our ability to
recognize cost savings or operating efficiencies as a result of these
acquisitions;
- risks and uncertainties relating to our significant indebtedness;
- our need for and ability to obtain additional funding for acquisitions or
operations; and
- the regulation of the outdoor advertising industry by federal, state and
local governments.
Although we believe that the statements contained in this prospectus are
based upon reasonable assumptions, we can give no assurance that our goals will
be achieved. Given these uncertainties, prospective investors are cautioned not
to place undue reliance on these forward-looking statements. These
forward-looking statements are made as of the date of this prospectus. We assume
no obligation to update or revise them or provide reasons why actual results may
differ.
5
SECURITIES COVERED BY THIS PROSPECTUS
We may issue the shares of Class A common stock covered by this prospectus
from time to time as consideration to target companies or the owners of target
companies. This may occur when we combine with, merge with, acquire, or acquire
assets from a target company. The consideration that we pay in these
transactions may consist of:
- cash;
- assumption of liabilities;
- evidences of indebtedness;
- Class A common stock; or
- a combination of these items.
In general, we will negotiate the terms of these transactions directly with
the owners or principal executives of the target companies. Important factors in
these negotiations will include, among others:
- historical and potential cash flow from the assets being acquired;
- the location of any outdoor advertising displays being acquired; and
- the market value of the Class A common stock.
We anticipate that the shares of Class A common stock that we issue in
connection with these transactions will be valued at a price related to the
market value of the Class A common stock either at or about the time that we
tentatively reach agreement on the terms of the transaction, enter into a
definitive agreement, or close the transaction.
If you are an "affiliate" of a target company that we combined with, merged
with or acquired and you receive shares of Class A common stock covered by this
prospectus, you will need to comply with additional limitations imposed under
the Securities Act in order to sell those shares. The U.S. securities laws
require registration of shares sold by underwriters. An affiliate of a target
company is deemed to be an underwriter unless the affiliate resells his, her or
its shares in compliance with the requirements of Rule 145(d), which are
described below.
An "affiliate" of the target company for these purposes means an individual
or entity that directly or indirectly controls, is controlled by or is under
common control with the target company. Generally, you will be presumed to be an
affiliate if you are an officer, director or owner of 10% or more of any class
of equity securities of the target company. However, the determination as to
whether you are an affiliate of the target company depends on the facts and
circumstances of each case, and individuals and entities who are not officers,
directors or 10% equity holders may nonetheless be affiliates of the target
company.
Rule 145(d) provides that you will not be deemed to be an underwriter as a
result of a sale of your Lamar Advertising shares during the one-year period
after you acquire them (and therefore allows you to avoid Securities Act
registration requirements) if, among other things:
- Lamar Advertising has complied with its reporting obligations under the
Securities Exchange Act of 1934;
- the amount of shares that you sell falls within the volume limits imposed
by Rule 144(e) under the Securities Act; and
- you sell your shares in a broker's transaction that complies with the
requirements of Rule 144(f) and Rule 144(g) under the Securities Act
(which include limits on who can effect sales, limits on the solicitation
of orders to buy the shares and limits on payments which can be made by
or on behalf of the seller).
After the first year, so long as you are not an affiliate of Lamar
Advertising and provided that Lamar Advertising has complied with its reporting
obligations under the Exchange Act during the second year,
6
you will not be deemed to be an underwriter and will not be restrained in your
ability to sell the shares by additional requirements under the Securities Act.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar Advertising,
will give Lamar Advertising an opinion on the validity of the securities offered
by this prospectus.
EXPERTS
The consolidated financial statements of Lamar Advertising Company and
subsidiaries and Lamar Media Corp. and subsidiaries as of December 31, 2002 and
2001, and for each of the years in the three-year period ended December 31, 2002
have been incorporated by reference in this registration statement in reliance
upon the reports of KPMG LLP, independent accountants, and upon the authority of
said firm as experts in accounting and auditing. The audit reports covering the
2002 consolidated financial statements refer to the adoption of the provisions
of Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations," and certain provisions of SFAS No. 142, "Goodwill and Other
Intangible Assets," as required for goodwill and intangible assets resulting
from business combinations consummated after June 30, 2001 and the full adoption
of SFAS No. 142 on January 1, 2002.
7
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
SEC's public reference room in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available on the SEC's website at "http://www.sec.gov." Copies
of certain information filed by us with the SEC are also available on our
website at http://www.lamar.com. This website is not part of this prospectus.
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; provided, however, that we are not incorporating any
information furnished under Item 9 or Item 12 of any Current Report on Form 8-K.
- Annual Report on Form 10-K of Lamar Advertising for the year ended
December 31, 2002 filed with the SEC on March 26, 2003;
- Quarterly Reports on Form 10-Q of Lamar Advertising for the quarters
ended March 31, 2003 and June 30, 2003 filed with the SEC on May 15, 2003
and August 13, 2003, respectively;
- Current Reports on Form 8-K of Lamar Advertising filed with the SEC on
June 5, 2003 and June 16, 2003; and
- The description of the Class A common stock contained in the Registration
Statement on Form 8-A/A of Lamar Advertising 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 may rely only on the information contained or incorporated by reference
in this prospectus. We have not authorized anyone to provide information
different from that contained or incorporated by reference in this prospectus.
Neither the delivery of this prospectus nor the sale of the Class A common stock
offered by this prospectus means that information contained or incorporated by
reference in this prospectus from previous filings by Lamar Advertising is
correct after the date of this prospectus. This prospectus is not an offer to
sell or solicitation of an offer to buy Class A common stock offered by this
prospectus in any circumstance under which the offer or solicitation is
unlawful.
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "DGCL") grants us
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 our director, officer, employee or agent, or is or was serving
at our request 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 our best interests, 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 our right where the person involved is adjudged to
be liable to us except to the extent approved by a court.
Our By-laws provide that any person who is made a party to any action or
proceeding because such person is or was our director or officer 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 of our shareholders or directors has not acted, with
willful or intentional misconduct. The indemnification provided for in our
By-laws is expressly not exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law.
Our Certificate of Incorporation provides that our directors will not be
personally liable to us or our 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 us or our stockholders, (ii) for
acts or omissions not in good faith or which involve 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. We carry Directors' and Officers' insurance which covers our directors
and officers against certain liabilities they may incur when acting in their
capacity as directors or officers.
ITEM 21. EXHIBITS
See Exhibit Index immediately following the signature page hereof.
ITEM 22. 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 and of the estimated
maximum offering range
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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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
(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 respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 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 September 11,
2003.
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 each of Kevin P. Reilly, Jr. and Keith
A. Istre our true and lawful attorneys, with full power to them in any and all
capacities, to sign any amendments to this Registration Statement on Form S-4
(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, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ KEVIN P. REILLY, JR. Director and Principal September 11, 2003
-------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Principal Financial and September 11, 2003
-------------------------------------- Accounting Officer
Keith A. Istre
/s/ CHARLES W. LAMAR Director September 11, 2003
--------------------------------------
Charles W. Lamar
/s/ ANNA REILLY CULLINAN Director September 11, 2003
--------------------------------------
Anna Reilly Cullinan
/s/ STEPHEN MUMBLOW Director September 11, 2003
--------------------------------------
Stephen Mumblow
/s/ JOHN MAXWELL HAMILTON Director September 11, 2003
--------------------------------------
John Maxwell Hamilton
/s/ THOMAS REIFENHEISER Director September 11, 2003
--------------------------------------
Thomas Reifenheiser
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- ----------------------
3.1 Certificate of Incorporation of Lamar New Holding Co., as
amended. Previously filed as Exhibit 3.1 to Lamar
Advertising 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 Lamar Advertising
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 Lamar Advertising Company. Previously filed as Exhibit
3.3 to Lamar Advertising 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 Certificate of Correction of Certificate of Incorporation of
Lamar Advertising Company. Previously filed as Exhibit 3.4
to Lamar Advertising Company's Quarterly Report on Form 10-Q
for the period ended September 30, 2000 (File No. 0-30242)
and incorporated herein by reference.
3.4 By-Laws. Previously filed as Exhibit 3.3 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1999 (File No. 0-20833) and
incorporated herein by reference.
4.2 Specimen certificate for shares of the Class A common stock
of Lamar Advertising Company. Previously filed as Exhibit
4.1 to the Company's Registration Statement on Form S-1
(File No. 333-05479), and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP. 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. Filed herewith.
24.1 Powers of Attorney (included on signature pages). Filed
herewith.