1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998FEBRUARY 5, 1999
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 7312 72-1205791
(State or Other Jurisdiction (Primary Standard Industrialother jurisdiction (I.R.S. Employer
of Incorporationincorporation or Organization) Classification Code Number)organization) Identification Number)
5551 CORPORATE BLVD.BOULEVARD
BATON ROUGE, LOUISIANA 70808
(504)(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 BLVD.BOULEVARD
BATON ROUGE, LOUISIANA 70808
(504)(225) 926-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
Copieswith a copy to:
STANLEY KELLER, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
APPROXIMATE---------------------
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.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.following box. [ ]
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2
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
- ------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(2) REGISTRATION(3) FEE
- ---------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Debt Securities of Lamar
Advertising Company (the
"Company")(3)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Guarantees of Co-RegistrantsCo-Registration of
Debt Securities(4)
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock, $.001 par value,
of the Company
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Class A Common Stock, $.001 par
value, of the Company
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Warrants of the Company
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Total(5)............................. $500,000,000------------------------------------------------------------------------------------------------------------------
Total for Securities Being
Registered for the Account of the
Registrant(5) $409,125,000(6) 100% $500,000,000 $147,500.00
=================================================================================================================================$409,125,000(6) $113,736.75
- ------------------------------------------------------------------------------------------------------------------
(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 $500,000,000.$409,125,000.
(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 $500,000,000$409,125,000 or the equivalent thereof in one
or more foreign currencies, foreign currency units or composite currencies.
The aggregate amount of Lamar Class A Stockcommon stock registered hereunder for
the account of the Company registered hereunderRegistrant 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 $90,875,000 eligible to be sold under the Registrant's Registration
Statement on Form S-3 (No. 333-50559), 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 is $26,808.
---------------------
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)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)8(a),
MAY DETERMINE.
================================================================================---------------------
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement relates to $409,125,000 of securities registered hereby and to the
$90,875,000 of securities remaining unsold under Registration Statement on Form
S-3 (No. 333-50559) previously filed by the Registrant.
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TABLE OF CO-REGISTRANTS
STATE OR OTHER
JURISDICTION IRS EMPLOYER
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYEEINCORPORATION IDENTIFICATION
AS SPECIFIED IN ITS CHARTER INCORPORATION OR ORGANIZATION IDENTIFICATION NUMBER
- --------------------------- ------------------------------ ------------------------------------- --------------
The Lamar Corporation..............................Corporation..................................... Louisiana 72-0690208
Interstate Logos, Inc..............................Inc..................................... Delaware 72-1230862
Lamar Advertising of Colorado Springs, Inc.........Inc................ Colorado 72-0931093
Lamar Advertising of Jackson, Inc..................Inc......................... Mississippi 72-1085074
Lamar Advertising of Mobile, Inc...................Inc.......................... Alabama 63-0576601
Lamar Advertising of South Georgia, Inc............Inc................... Georgia 72-1113924
Lamar Advertising of South Mississippi, Inc........Inc............... Mississippi 72-1085105
Lamar Advertising of Youngstown, Inc...............Inc...................... Delaware 23-2669670
TLC Properties, Inc................................Inc....................................... Louisiana 72-0640751
Missouri Logos, Inc................................Inc....................................... Missouri 72-1181668
Nebraska Logos, Inc................................Inc....................................... Nebraska 72-1137877
Oklahoma Logo Signs, Inc...........................Inc.................................. Oklahoma 72-1141447
Utah Logos, Inc....................................Inc........................................... Utah 72-1148211
Ohio Logos, Inc....................................Inc........................................... Ohio 72-1148212
Georgia Logos, Inc.................................Inc........................................ Georgia 72-1289331
Kansas Logos, Inc..................................Inc......................................... Kansas 48-1187701
Lamar Air, LLC.....................................LLC............................................ Louisiana 72-1277136
Lamar Pensacola Transit, Inc.......................Inc.............................. Florida 59-3391978
Lamar Tennessee Limited Partner, Inc...............Inc...................... Louisiana 72-1309006
Lamar Tennessee Limited Partnership................Partnership....................... Tennessee 72-1309007
Lamar Tennessee Limited Partnership II............. Tennessee 72-1309008
Lamar Texas General Partner, Inc...................Inc.......................... Texas 72-1309003
Lamar Texas Limited Partnership....................Partnership........................... Louisiana 72-1309005
Michigan Logos, Inc................................Inc....................................... Michigan 38-3071362
Minnesota Logos, Inc...............................Inc...................................... Minnesota 41-1800355
Minnesota Logos, a Partnership.....................Partnership............................ Minnesota 41-1804634
Mississippi Logos, Inc.............................Inc.................................... Mississippi 64-0828364
New Jersey Logos, Inc..............................Inc..................................... New Jersey 22-3380044
South Carolina Logos, Inc..........................Inc................................. South Carolina 52-2152628
Tennessee Logos, Inc...............................Inc...................................... Tennessee 62-1649765
Texas Logos, Inc...................................Inc.......................................... Texas 76-0381679
TLC Properties II, Inc.............................Inc.................................... Texas 72-1336624
Virginia Logos, Inc................................Inc....................................... Virginia 54-1763912
Lamar Advertising of Huntington-Bridgeport, Inc....Inc........... West Virginia 55-0462784
Lamar Advertising of Penn, Inc.....................Inc............................ Delaware 23-2157153
Lamar Advertising of Michigan, Inc.................Inc........................ Michigan 38-3376495
Lamar Advertising of Missouri, Inc.................Inc........................ Missouri 43-1787748
Canadian TODS Limited..............................Limited..................................... Nova Scotia, Canada N/A
Nevada Logos, Inc..................................Inc......................................... Nevada 88-0373108
Kentucky Logos, Inc................................Inc....................................... Kentucky 31-1491808
Florida Logos, Inc.................................Inc........................................ Florida 65-0671887
Lamar Electrical, Inc..............................Inc..................................... Louisiana 72-1392115
Lamar Advertising of South Dakota, Inc.............Inc.................... South Dakota 46-0446615
TLC Properties, L.L.C..............................L.L.C..................................... Louisiana Applied For
Lamar OCI South Corporation............................... Mississippi 64-0520092
Lamar OCI North Corporation............................... Delaware 38-2885263
Lamar Advertising of Greenville, Inc...................... Mississippi 64-0577713
Lamar Advertising of West Virginia, Inc................... West Virginia 55-0670806
Lamar Advertising of Ashland, Inc......................... Kentucky 61-1071047
American Signs, Inc....................................... Washington 91-1642046
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.4
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 APRIL 20, 1998FEBRUARY 5, 1999
PROSPECTUS
$500,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES, PREFERRED STOCK, CLASS A COMMON STOCK AND WARRANTS
---------------------
Lamar Advertising Company a Delaware corporation (the "Company"), directly
or through agents, dealers or underwriters designated from timemay offer to time, may
offerthe public from time to time in one
or more series or issuances (i) its secured or
unsecuredissuances:
- debt securities consisting of debentures, notes or other evidences of
indebtedness (the "Debt Securities"), which may be either senior debt securities
("Senior Debt Securities"), senior subordinated debt securities (the "Senior
Subordinated Debt Securities") or subordinated debt securities (the
"Subordinated Debt Securities"), (ii)indebtedness;
- shares of its preferred stock, $.001 par
value per share (the "Preferred Stock"), (iii)stock;
- shares of its Class A common stock, $.001 par value per share (the "Class A Stock")stock; or
(iv)- warrants to purchase Class A Stock, Preferred Stockcommon stock, preferred stock or Debt Securities (the "Warrants"),
with an aggregate public offering price of up to $500,000,000 (or the equivalent
if the securities are denominated in foreign currency or foreign currency
units). The Debt Securities may be issued as exchangeable and/or convertible
Debt Securities, exchangeable for or convertible into shares ofdebt
securities.
Lamar Class A Stock or
Preferred Stock. The Company's payment obligations under any series of Debt
Securities may be guaranteed by certain ofcommon stock trades on the Company's various direct or
indirect wholly-owned subsidiaries (each, a "Guarantor" and, collectively, the
"Guarantors"). The Preferred Stock may be issued as exchangeable and/or
convertible Preferred Stock, exchangeable for or convertible into Debt
Securities or shares of Class A Stock. The Debt Securities (including any
Guarantees thereof), Preferred Stock, Class A Stock and Warrants (collectively,
the "Offered Securities") may be offered, separately or together, in one or more
separate classes or series and in amounts, at prices and on terms to be
determined at the time of offering and to be set forth in one or more
supplements to this Prospectus (each, a "Prospectus Supplement").
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered will be set forth in the applicable Prospectus
Supplement and will include, where applicable, (i) in the case of Debt
Securities and Guarantees thereof, if any, the specific designation, aggregate
principal amount, designated currency (or currency unit), purchase price,
denomination, maturity, priority, premium (if any), interest rate (or manner of
calculation thereof), time of payment of interest (if any), terms (if any) for
the subordination, redemption, exchange or conversion thereof, and any other
specific terms of the Debt Securities, (ii) in the case of Preferred Stock, the
specific designation, number of shares, liquidation preference, purchase price,
dividend, voting, redemption, exchange and conversion provisions and any other
specific terms of the Preferred Stock, (iii) in the case of Class A Stock, the
number of shares, purchase price and terms of the offering and sale thereof and
(iv) in the case of Warrants, the specific designation, number, duration,
purchase price, exercise price, detachability and any other terms in connection
with the offering, sale and exercise of the Warrants, as well as the terms on
which and the securities for which such warrants may be exercised.
The Company's Class A Stock is traded on The Nasdaq National Market under the
symbol "LAMR.""LAMR". Any Class A Stockcommon stock sold pursuantby means of a prospectus supplement
to a Prospectus Supplementthis prospectus may be listed on Thethe Nasdaq National Market.
On April 17, 1998, the last
reported sale priceThis prospectus provides you with a general description of the Class A Stocksecurities
that we may offer. Each time we or the selling stockholders 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
The Nasdaq National Market was
$35.25 per share. Thepage 2 of this prospectus before you make your investment decision.
In this prospectus, "Lamar," "we," "us" and "our" refer to Lamar
Advertising Company, has not yet determined whether any ofexcluding, unless the other
Offered Securities will be listed on any exchange or over-the-counter market. If
the Company decides to seek listing of any such Offered Securities, the
Prospectus Supplement relating thereto will disclose such exchange or market.
The applicable Prospectus Supplement will also contain information, where
applicable, about certain material United States federal income tax
considerations relating to the Offered Securities covered by such Prospectus
Supplement.
(cover continued on next page)
---------------------context otherwise requires, its
subsidiaries.
SEE "RISK FACTORS"RISK FACTORS BEGINNING ON PAGE 54 FOR A DISCUSSION OF CERTAIN INFORMATIONFACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
---------------------INVESTORS IN THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BYSECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ORNOR ANY STATE SECURITIES
COMMISSION NOR HAS THEAPPROVED OR DISAPPROVED OF THESE SECURITIES AND EXCHANGE COMMISSIONOR DETERMINED IF THIS
PROSPECTUS OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACYACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR ADEQUACY OF THIS PROSPECTUS.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 Datedate of this Prospectusprospectus is , 1998.
4
The Offered Securities may be offered to or through underwriters, dealers
or agents designated from time to time, as set forth in the applicable
Prospectus Supplement, and may be offered to other purchasers directly by the
Company. Certain terms of the offering and sale of Offered Securities,
including, where applicable, the names of any underwriters, dealers or agents,
any applicable commissions, discounts and other items constituting compensation
to such underwriters, dealers or agents, and the proceeds to the Company from
such sale, will be set forth in the accompanying Prospectus Supplement. The
Company reserves the sole right to accept, and together with its agents, from
time to time, to reject in whole or in part any proposed purchase of the Offered
Securities to be made directly or through agents. See "Plan of Distribution" for
possible indemnification arrangements for underwriters, dealers and agents.
No Offered Securities may be sold without delivery of the applicable
Prospectus Supplement describing the method and terms of the offering of the
Offered Securities. Any statement contained in this Prospectus will be deemed to
be modified or superseded by any inconsistent statement contained in such
Prospectus Supplement.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND THEREIN, AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THIS PROSPECTUS NOR ANY
PROSPECTUS SUPPLEMENT SHALL CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY OFFERED SECURITIES IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR
SUCH PERSON TO MAKE SUCH AN OFFERING OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, IMPLY THAT THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE HEREIN OR IN ANY PROSPECTUS SUPPLEMENT IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF OR OF SUCH PROSPECTUS SUPPLEMENT.
IN CONNECTION WITH THE OFFERING OF CERTAIN OFFERED SECURITIES, CERTAIN
PERSONS PARTICIPATING IN SUCH OFFERING MAY OVERALLOT OR EFFECT TRANSACTIONS
WHICH STABILIZE, MAINTAIN OR OTHERWISE EFFECT THE MARKET PRICES OF SUCH
SECURITIES OR OTHER SECURITIES OF THE COMPANY AT LEVELS ABOVE THOSE WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE
NASDAQ NATIONAL MARKET, THE OVER-THE-COUNTER MARKET, OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
21999.
5
AVAILABLEWHERE YOU CAN FIND MORE INFORMATION
The CompanyWe file annual, quarterly and the Guarantors have filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Offered Securities. As permitted by the
rules and regulations of the Commission, this Prospectus and any Prospectus
Supplement omit certain information, exhibits and undertakings contained in the
Registration Statement. For further information with respect to the Company, the
Guarantors and the Offered Securities, reference is made to the Registration
Statement, including the exhibits thereto and the financial statements, notes
and schedules filed as a part thereof. Any statements contained herein
concerning provisions of any document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission are not necessarily complete,
and in each instance reference is made to the copy of such document so filed.
Each such statement is qualified in its entirety by such reference.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, filesspecial reports, proxy materialsstatements and other
information with the Commission. The reports, proxy materialsSEC. You may read and other information filed by the
Company with the Commission can be inspected and copiedcopy any document we file at the
SEC's public reference facilities maintained by the Commission at 450 Fifth Street, N.W.,rooms in Washington, D.C. 20549, and at the Regional Offices of the Commission at Seven World Trade
Center,, New York, New York 10048 and
Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661.Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
Website at "http://www.sec.gov." Copies of suchthese materials also can be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 at prescribed rates. The Commission maintains a site on the World Wide Web
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of such site is http://www.sec.gov. The Company's Class A Stock is listed on The
Nasdaq National Market. Reports, proxy materials and other information
concerning the Company can also be inspected
and copied at the office of Thethe Nasdaq StockNational Market, 1735 K Street, N.W.,
Washington, D.C. 20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The followingSEC allows us to "incorporate by reference" information from other
documents previouslythat we file with them, which means that we can disclose important
information by the Company filed with the Commission
pursuantreferring to the Exchange Act are herebythose documents. The information incorporated by
reference inis considered to be part of this Prospectus: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:
- The Company's Annual Report on Form 10-K for the year ended December 31, 1997.1997;
- The Company'sQuarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
- Current ReportReports on Form 8-K/A filed with the SEC on April 17, 1998 and
October 19, 1998 and Current Reports on Form 8-K filed with the CommissionSEC on
April 17,June 5, 1998, June 26, 1998, August 14, 1998, October 15, 1998, December
22, 1998 and December 23, 1998;
- The consolidated financial statements of Penn Advertising, Inc. and
Subsidiary contained in the Company'sour Current Report on Form 8-K/A filed with the
CommissionSEC on June 13, 1997;
- The statement of assets acquired and liabilities assumed of National
Advertising Company --- Lamar Acquisition as of August 14, 1997, and the
related statement of revenues and expenses for the years ended December
31, 1996 and 1995, contained in the Company'sour Current Report on Form 8-K/A filed
with the CommissionSEC on October 27, 1997; and
- The description of the Class A Common Stock contained in the Company'sour Registration
Statement on Form 8-A, filed with the CommissionSEC on June 7, 1996, as amended by
Form 8-A/A filed with the Commission on July 31, 1996.
All documents filedYou may request a copy of these filings, at no cost, by writing or
telephoning using the following contact information:
Shareholder Services
Lamar Advertising Company
or5551 Corporate Boulevard
Baton Rouge, LA 70808
(225) 926-1000
You should rely only on the Guarantors pursuantinformation contained in this prospectus. We
have not authorized anyone to Sections
13(a), 13(c), 14 or 15(d)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 Exchange Act subsequent to the date of this Prospectus and prior to the terminationprospectus, regardless of the
offering made hereby shall be
deemed to be incorporatedtime of delivery of this prospectus or any sale of securities offered by referencethis
prospectus.
2
6
LAMAR ADVERTISING COMPANY
Lamar Advertising Company is one of the largest and most experienced owners
and operators of outdoor advertising structures in the ProspectusUnited States. We conduct
a business that has operated under the Lamar name since 1902. As of December 1,
1998, we operated approximately 70,400 displays in 36 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 made a part hereof
from the datecamping services. As of filing of such documents. Any statement containedDecember 1, 1998, we maintained
over 73,500 logo sign displays in this
Prospectus or18 states. We also operate transit advertising
displays on bus shelters, bus benches and buses in any Prospectus Supplement or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus and any Prospectus Supplement to the
extent that a statement contained herein or in any other document subsequently
filed with the Commission which alsoseveral markets.
Lamar's principal executive office is or
3
6
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus or
any Prospectus Supplement.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon request, a copy of any documents incorporated into
this Prospectus by reference (other than exhibits incorporated by reference into
such document). Requests for documents should be submitted to the executive
offices of the Company,located at 5551 Corporate Boulevard,
Baton Rouge, Louisiana 70808 Attention: Investor Relations,and our telephone (504)number at that location is (225)
926-1000.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus,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. SuchAct of 1934. These are
statements that relate to future periods and include statements about our:
- expected operating results
- market opportunities
- acquisition opportunities
- ability to compete and
- 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 theour actual results, performance or achievements, of the Company, or
industry results, to differ materially from any future results, performance or
achievements expressed or implied by suchthese forward-looking statements. SuchThese
risks, uncertainties and other important factors include, among others: (i)
risks and uncertainties relating to leverage; (ii) the need for additional
funds; (iii) the integration of companies acquired by the Companythat we acquire and the
Company'sour ability to
recognize cost savings or operating efficiencies as a result of such
acquisitions; (iv) the continued popularity of outdoor advertising as an
advertising medium; (v) the regulation of the outdoor advertising industry and
(vi) the risks and uncertainties described below under the caption "Risk
Factors." TheseThe forward-looking statements contained in this prospectus speak only
as of the date of this Prospectus. The Companyprospectus. We expressly disclaimsdisclaim any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained hereinin this prospectus to reflect any change in the Company'sour expectations
with regard thereto or any change in events, conditions or circumstances on
which any suchforward-looking statement is based.
43
7
RISK FACTORS
If you purchase securities offered by this prospectus and the accompanying
prospectus supplement, you will take on financial risk. In additiondeciding whether to
the other information contained or incorporated by reference
in this Prospectus or any Prospectus Supplement, prospective investorsinvest, you should carefully consider the following factors, before purchasing the Offered
Securities.
SUBSTANTIAL INDEBTEDNESS OF THE COMPANY
The Company presentlyinformation
contained in this prospectus, the accompanying prospectus supplement 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.
SIGNIFICANT FIXED PAYMENTS ON OUR DEBT INCREASES UNCERTAINTY AND REDUCES
FLEXIBILITY IN OPERATIONS
We have borrowed substantial amounts of money in the past and may borrow more
money in the future. At December 31, 1998, we had approximately $880 million of
debt outstanding consisting of approximately $250 million in bank debt, $558
million in various series of senior subordinated notes and $72 million in
various other short-term and long-term debt.
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 our bank credit facility which has substantial indebtedness.a
total committed amount of $500 million in term and revolving credit loans. As of
December 31, 1997
the Company's indebtedness was approximately $541.5 million and the Company1998, we only had approximately $165.0$250 million available forto borrow
under this credit facility. Since our borrowing capacity under the Company'sour credit
facility (the "Senior Credit Facility") with a syndicate of commercial banks
(excluding the $75 million available under the facility funded at the discretion
of the lenders). Additionally, as of December 31, 1997, the Company had $3.6
million of Class A Preferred Stock, $638 par value per share, outstanding which
is entitled to a cumulative preferential dividend of $364,903 annually. A
substantial part of the Company's cash flow from operations will be dedicated to
debt service and willlimited, we may not be available forable to continue to finance future
acquisitions at our historical rate with borrowings under our credit facility.
We may need to borrow additional amounts or seek other purposes. Further, if the
Company's net cash provided by operating activities weresources of financing to
decrease from
present levels, the Company could experience difficulty in meeting its debt
service obligations without additional financing. There can be no assurancefund future acquisitions. We cannot guarantee that in the event the Company were to require additional financing, such additional financing
wouldwill be available or if available, would be available on favorable terms. In addition, any such additional financingWe also may requireneed the consent
of lendersthe banks under our credit facility, or the Senior Credit Facility or holders of other debtindebtedness, to
borrow additional money.
Some of the Company. Certain of the Company'sour competitors operate on a less leveraged
basis and may have greater operatingless debt and, financialtherefore, may have more
flexibility than the Company.
RESTRICTIVE COVENANTSto operate their businesses and use their cash flow from operations.
RESTRICTIONS IN DEBT INSTRUMENTSAGREEMENTS REDUCE OPERATING FLEXIBILITY AND CREATE
POTENTIAL FOR DEFAULTS
The Senior Credit Facilityterms of our credit facility and the Company's indentures relating to the
Company's $255 millionour outstanding
9 5/8% Senior Subordinated Notes due 2006 and
$200 million outstanding 8 5/8% Senior Subordinated Notes due 2007 (the
"Existing Indentures") contain covenants thatnotes restrict, among other things, theour ability of the Company toto:
- - dispose of assets
- - incur or repay debt
- - create liens and
- - make certain investments.
In addition, the Senior Credit Facility requires
the Company toUnder our credit facility we must maintain specified financial ratios and levels
includingincluding:
- - cash interest coverage
- - fixed charge coverage
- - senior debt ratios and
- - total debt ratios.
The
ability of the CompanyFailure to comply with these tests may cause all amounts outstanding under the
foregoing restrictive covenants will
dependcredit facility to become immediately due. If this were to occur, it would
create serious financial problems for us. Our ability to comply with these
restrictions, and any similar restrictions in future agreements, depends on its futureour
operating performance. Because our performance which 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 Company's
control.
FLUCTUATIONSfuture.
CHANGES IN ECONOMIC AND ADVERTISING TRENDS The Company relies on sales ofCOULD HURT OUR BUSINESS
We sell advertising space to generate revenues. A decrease in demand for
its revenues, and its
operating results are therefore affected by generaladvertising space could adversely affect our business. General economic
conditions as well
asand trends in the advertising industry.industry affect the amount of
advertising space purchased. A reduction in advertising expenditures
available for the Company'smoney spent on our displays could
result fromfrom:
- - a general decline in economic conditions
- - a decline in economic conditions in particular markets where the Company conductswe conduct
business
or- - a reallocation of advertising expenditures to other available media by
significant users of the Company's
displays. Although the Company believes that in recent years outdoor advertising
expenditures have increased more rapidly than total U.S. advertising
expenditures, there can be no assurance that this trend will continueour displays or
that4
8
- - a decline in the future outdooramount spent on advertising expenditures will not grow more slowly than the
advertising industry as a whole.
POTENTIALin general.
ELIMINATION OR REDUCTION OF TOBACCO ADVERTISING Approximately 9%WILL REDUCE OUR REVENUES
In November 1998, the U.S. tobacco companies and attorneys general of 8 states
agreed to the Company's outdoorterms of a new national tobacco settlement. This new proposed
settlement, unlike the previous proposed settlement which collapsed in June 1998
after Congress failed to enact the required legislation, does not require
federal government approval. A total of forty-six states, the District of
Columbia and five territories have agreed to sign on to this new proposed
settlement. Under its terms, tobacco companies will discontinue all advertising
net revenueson billboards and 8%buses in these jurisdictions. The remaining four states have
already reached separate settlements of consolidated net revenues in fiscal 1997 came fromlitigation with the tobacco products
industry, comparedindustry. We
have already removed all of our tobacco billboards and advertising in these four
states in compliance with the settlement deadlines.
When the latest settlement is finalized, we estimate that all of our current
revenues from tobacco advertising will come to 10% of outdooran end in April 1999. Our
revenues from tobacco advertising nettotaled $17.7 million for 1997 and $14.6
million for the year ended December 31, 1998. Management currently estimates
based on available information that approximately $18 to $19 million in tobacco
advertising revenues for fiscal 1996,
9% for fiscal 1995, 7% for fiscal 1994 and 1993, and 12% for fiscal 1992.
Manufacturers of tobacco products, principally cigarettes, were historically
major users of outdoor advertising displays. Beginningwill be lost in 1992, the leading
tobacco companies substantially reduced their domestic advertising expenditures
in response to societal and governmental pressures and other factors. There can
be no assurance
5
8
that the tobacco industry will not further reduce advertising expenditures in
the future either voluntarily or1999 as a result of governmental regulation or as to
what affect any such reduction may have onthis settlement.
When fully implemented, the Company.
In June 1997 several of the major tobacco companies in the United States
and numerous state attorneys general reached agreement on a proposed settlement
of litigation between such parties. The terms of this proposed settlement
include a ban on all outdoor advertising of tobacco products
commencing nine
months after finalization ofprovided in the settlement. The settlement, however, is subject
to numerous conditions, the most notable of which is the enactment of
legislation by the federal government. Such legislation is still pending before
Congress. At this time, it is uncertain when a definitive settlement will be
reached, if at all, or what the terms of any such settlement will be. An
elimination or reduction in billboard advertising by the tobacco industry could
cause an immediate reduction in the Company'sdecrease our outdoor advertising revenues and
may simultaneously increase the Company'sour available inventory. An increase in available inventory could result in the Company reducing itscause
us to reduce our rates or limiting
itslimit our ability to raise rates for some period of time.rates. If the tobacco litigation
settlement were to be finalized in its current form and if the Company werewe are unable to
replace our revenues from tobacco advertising with revenues from other
sources, suchbefore the tobacco settlement couldis
fully implemented, this settlement will have a materialan adverse effect on the Company'sour results of
operations. While the Company believes that it would be able to
replace a substantial portion of revenues from tobacco advertising that would be
eliminated due to such a settlement with revenues from other sources, any
replacement of tobacco advertising may take time and require a reduction in
advertising rates.
In addition, the states of Florida, Mississippi and Texas have entered into
separate settlements of litigation with the tobacco industry. None of these
settlements is conditioned on federal government approval. The Florida and
Mississippi settlements provided for the elimination of all outdoor advertising
of tobacco products by February 1998 in such states and at such time all of the
Company's tobacco billboards and advertising was removed. The Texas settlement
requires the elimination of all outdoor advertising of tobacco products by June
1998. The Company operates approximately 4,253 outdoor advertising displays in
seven markets in Florida and approximately $1.8 million of its approximately
$19.2 million in net revenues in Florida during 1997 were attributable to
tobacco advertising. The Company operates approximately 2,532 outdoor
advertising displays in three markets in Mississippi and approximately $0.8
million of its approximately $10.6 million in net revenues in Mississippi during
1997 were attributable to tobacco advertising. The Company operates
approximately 3,300 outdoor advertising displays in six markets in Texas and
approximately $0.8 million of its approximately $11.0 million in net revenues in
Texas during 1997 were attributable to tobacco advertising. Further, the
settlement of tobacco-related claims and litigation in other jurisdictions may
also adversely affect outdoor advertising revenues.
REGULATION OF OUTDOOR ADVERTISING The outdoor advertising business is subject to regulationIMPACTS OUR OPERATIONS
Our operations are significantly impacted by federal, state and local governments. Federal law requires states, as a condition togovernment
regulation of the outdoor advertising business.
The federal government conditions federal highway assistance to restricton states imposing
location restrictions on the placement of billboards on federally-aided primary and interstate
highways to commercial and industrial areas and imposes certain
additionalhighways. 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,
and someregulations. 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 substantiallysignificantly damaged billboards, or allow
new construction only to replace existing structures.
In addition, some jurisdictions (including
certainLocal laws which mandate removal of those withinbillboards at a future date often do not
provide for payment to the Company's markets) have adopted amortization
ordinances under which owners and operatorsowner for the loss of outdoor advertising displaysstructures that are required to
remove existing structures at some future date, often without
condemnation proceeds being available. Federalbe removed. Certain federal and corresponding state outdoor
advertising statuteslaws require payment of compensation for removal by governmental
order in
somesuch circumstances. Ordinances requiringLocal laws that require the removal of a billboard without
compensation whether through amortization or otherwise, have been challenged in various state and federal courts on both statutory and
constitutional grounds, with conflicting
results. Although the Company has beenAccordingly, we may not be successful in the past in negotiating acceptable
arrangements in circumstances
in which itswhen our displays have been subject to removal or amortization, there can be
no assurance that the Company will be successful in the future and what effect,
if any, suchunder these types of
local laws.
Additional regulations may have on the Company's operations. In addition, the
Company is unable to predict what
6
9
additional regulation 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, although no laws which,past. Additional regulations or
changes in the opinion of management, would materiallycurrent laws regulating and adversely affect the Company's
business have been enacted to date. Changes in laws and regulations affecting outdoor advertisingadverting at anythe
federal, state or local level of government may have a material adverse effect on the Company'sour results
of operations.
See "-- Potential Elimination or
Reduction of Tobacco Advertising" for a discussion of recent developments
concerning tobacco advertising.
ACQUISITIONCONTINUING TO GROW BY ACQUISITIONS MAY BECOME MORE DIFFICULT AND GROWTH STRATEGY RISKS
The Company's growth has been enhanced materially by strategic acquisitions
thatINVOLVES COSTS
AND UNCERTAINTIES
We have substantially increased the Company'sour inventory of advertising displays. One element of the Company'sdisplays through
acquisitions. Our operating strategy is to make strategic
acquisitionsinvolves making purchases in markets in which itwhere
we currently competescompete as well as in new markets. WhileHowever, the Company believes that thefollowing factors
may affect our ability to continue to pursue this strategy effectively.
- - The outdoor advertising industry is
highly fragmented and that significant acquisition opportunities are available,
the market has been consolidating, and there can be no assurance thatthis may adversely
affect our ability to find suitable acquisition candidates can continue to be found. In addition, the Company isfor purchase.
- - We are also likely to face increased competition from other outdoor
advertising companies for
available acquisition opportunities. Also, if5
9
the companies or assets we wish to purchase. Increased competition may lead to
higher prices sought by sellers
offor outdoor advertising displays continuecompanies and assets and decrease those
we are able to rise, as management believes may
happen, the Company may find fewer acceptable acquisition opportunities. There
can be no assurance that the Companypurchase.
- - We do not know if we will have sufficient capital resources to complete acquisitions or be able tomake purchases,
obtain any required consents of its bankfrom our lenders, or that acquisitions can befind acquisition
opportunities with acceptable terms.
- - From January 1, 1997 to December 31, 1998, we completed on terms acceptable to64 transactions
involving the Company. In addition, the Company recently has entered into the transit
advertising business and, while the Company believes that it will be able to
utilize its expertise inpurchase of complementary outdoor advertising to operate this business, it has
had limited experience in transit advertising and there is no assurance that it
will be successful.
During 1997,assets, the Company completedmost
significant of which was the acquisition on October 1, 1998 of 24 complementary
businesses. TheOutdoor
Communications, Inc. for $385 million. We must integrate these acquired assets
and businesses into our existing operations. This process of integrating these businesses into the Company's
operationsintegration may
result in unforeseen operating difficulties and could require significant time and
attention from our management attention that would otherwise be available for the
development of the Company'sdirected at developing
our existing business. Moreover, there canFurther, we cannot be no
assurancecertain that the Company will realize anticipated benefits and
cost savings or
that anywe anticipate from these purchases will develop.
COMPETITION FROM LARGER OUTDOOR ADVERTISERS AND OTHER FORMS OF ADVERTISING COULD
HURT OUR PERFORMANCE
We cannot be sure that in the future acquisitionswe will be consummated.
COMPETITION
In addition tocompete successfully against the
current and future sources of outdoor advertising competition and competition
from other forms of media, including television,
radio, newspapers and direct mail advertising, the Company facesmedia. The competitive pressure that we face could adversely affect
our profitability or financial performance. We face competition in
its markets from other
outdoor advertising companies, some of which may be larger and better capitalizedfinanced
than the Company. The Companywe are, as well as from other forms of media, including television, radio,
newspapers and direct mail advertising. We must also competescompete with a
widean increasing
variety of other out-of-home advertising media the range and diversity of
which have increased substantially over the past several years tothat include advertising displays
in shopping centers, malls, airports, stadiums, movie theaters and supermarkets,
and on taxis, trains and buses.
The Company believes
that its local orientation, including the maintenance of local offices, has
enabled it to compete successfully in its markets to date. However, there can be
no assurance that the Company will be able to continue to compete successfully
against current and future sources of outdoor advertising competition and
competition from other media or that the competitive pressures faced by the
Company will not adversely affect its profitability or financial performance. In itsour logo sign business, the Companywe currently facesface competition for state
franchisesstate-awarded
service contracts from two other logo sign providers as well as local companies.
Competition fromInitially, we compete for state-awarded service contracts as they are
privatized. Because these sources is encountered both whencontracts expire after a franchise is first
privatized and upon renewal thereafter.limited time, we must compete
to keep our existing contracts each time they are up for renewal.
POTENTIAL LOSSES RESULTING FROM THE FAILURE OF OUR CONTINGENCY PLANS RELATING TO
HURRICANES 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 the Company'sour structures areis located in the mid-AtlanticMid-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 have caused the Company to incur materialstorms. These losses resultingresulted from structural
damage, overtime compensation, loss of billboards that could not legally be replaced
under applicable laws and reduced occupancy because billboards arewere out of
service.
The Company hasWe have determined that it is not economical to obtain insurance against losses
from hurricanes and other storms. The Company hasInstead, we have developed contingency plans
to deal with the threat of hurricanes, including plans for early removal
ofhurricanes. For example, we attempt to remove the
advertising faces to permiton billboards at the onset of a storm, when possible, which
permits the structures to better 7
10
withstand high winds and the replacement of suchduring a storm. We then
replace these advertising faces after storms havethe storm has passed. As a result ofHowever, these contingency plans
may not be effective in the Company has experienced lower levels
offuture and, if they are not, significant losses from recent storms and hurricanes. Structural damage attributable to
Hurricane Andrew in 1992 was less than $500,000, and the Company suffered no
significant structural damage due to hurricanes in 1996 or 1997. There can be no
assurance, however, that the Company's contingency plans will continue to be
effective.
RISKS IN OBTAINING AND RETAININGmay
result.
LOGO SIGN FRANCHISES
Logo sign franchises represent aCONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL
A growing portion of the Company'sour revenues and operating income. The Companyincome come from our
state-awarded service contracts for logo signs. We cannot predict the number ofwhat remaining
states, if any, that will initiatestart logo sign programs or convert state-run logo sign
programs to privately operated programs. CompetitionWe compete with many other parties for
new statestate-awarded service contracts for logo sign
franchises is intense and, even aftersigns. Even when we are awarded
such a favorablecontract, the award franchises may be subject to challengechallenged under state contract bidding
requirements, resulting inrequirements. If an award is challenged, we may incur delays and litigation
costs.
In addition, stateGenerally, state-awarded logo sign franchises are
generally, withcontracts have a term, including renewal
options, of ten to twenty-year franchises subject to
earlier termination by the state,twenty years. States may terminate a contract early, but in
most cases upon payment of compensation.must pay compensation to the logo sign provider for early
termination. Typically, at
6
10
the end of the term of the franchise,contract, ownership of the structures is transferred
to the state without compensation to the Company. Although none
of the Company's logo sign franchisesprovider. Of our current logo
sign contracts, one is due to terminate in the nextSeptember 1999 and two years,
three are subject to
renewal, duringone in May 1999 and another in June 2000. We cannot guarantee that period. There can be no assurance that
the Companywe
will be successful in obtainingable to obtain new logo sign franchisescontracts or renewingrenew our existing franchises. Furthermore, following the receipt by the Company ofcontracts.
In addition, after we receive a new statestate-awarded logo sign franchise, the Companycontract, we generally
incursincur significant start-up capital expenditures and there can be no assurancecosts. We cannot guarantee that the Companywe will continue to
have access to the capital necessary to fund such expenditures.
RELIANCE ONfinance those costs.
LOSS OF KEY EXECUTIVES The Company'sCOULD AFFECT OUR OPERATIONS
Our success depends to a significant extent upon the continued services of itsour
executive officers and other key management and sales personnel,
in particularpersonnel. Kevin P.
Reilly, Jr., the Company'sour Chief Executive Officer, the
Company'sour six regional managers and the
manager of itsour logo sign business.business, in particular, are essential to our continued
success. Although the Company believes it haswe have designed our incentive and compensation programs designed to
retain key employees, the Company haswe have no employment contracts with any of itsour employees
and none of itsour executive officers are bound byhave signed non-compete agreements. The Company doesWe do not
maintain key man insurance on itsour executives. The unavailability of the continuing services ofIf any of itsour executive officers
andor other key management and sales personnel stopped working with us in the
future, it could have an adverse effect on the Company'sour business.
CONTROLLING STOCKHOLDER The Reilly Family Limited Partnership (the "RFLP"),CAN CONTROL VOTE TO EXCLUSION OF PURCHASERS OF CLASS A
COMMON STOCK
Purchasers of whichthe Class A common stock offered under this prospectus will be
minority stockholders. They will have no control over the management or business
practices of the company. Kevin P. Reilly, Jr., the Company'sour Chief Executive Officer, is
the managing general partner of the Reilly Family Limited Partnership. On the
date of this prospectus, this partnership beneficially owns all of the
outstanding shares of the Company'sClass B common stock, (the "Common
Stock") havingwhich shares represent approximately
86.7% of the80.5% total voting power of the Common Stock.Stock as of December 31, 1998. As a
result, Mr. Reilly, or his successor as managing general partner, will effectively be able to controlcontrols the
outcome of matters requiring a stockholder vote, includingvote. These matters include electing
directors, adopting or amending certain
provision's of the Company'sour certificate of incorporation andor by-laws, and
approvingadopting or
preventing certain mergers or other similar transactions, such as a sale of
substantially all of our assets. Mr. Reilly would also decide the Company's assets (includingoutcome of
transactions that could give the holders of the Company'sour Class A Stockcommon stock the
opportunity to realize a premium over the then-prevailing market price for their
shares). In addition,
the Company's officers, directors and their respective affiliates other than the
RFLP, beneficially own shares of the Company's Common Stock having approximately
2.5% of the total voting power of the Company's Common Stock. Therefore,
purchasers of the Class A Stock will become minority stockholders of the Company
and will be unable to control the management or business policies of the
Company. Moreover,shares.
Further, subject to contractual restrictions and general fiduciary obligations,
the Company iswe are not prohibited from engaging in transactions with its management andor our
principal stockholders or with entities in which such
persons are interested. The Company'smembers of management or our
principal stockholders have an interest. Our certificate of incorporation does
not provide for cumulative voting in the election of directors and,
as a result,consequently, the controlling stockholdersReilly Family Limited Partnership can elect all the directors if they so choose.
8
11directors.
CERTAIN ANTI-TAKEOVER PROVISIONS MAY MAKE IT HARDER TO SELL THE COMPANY OR
AFFECT THE MARKET PRICE OF CLASS A COMMON STOCK
Certain provisions of the Company'sour certificate of incorporation and by-laws may
have the effect of discouragingdiscourage a third party from making an
acquisition proposal foroffering to purchase the Company and thereby inhibitingcompany. These
provisions, therefore, inhibit actions that would result in a change in control
of the Company in circumstances that couldcompany. Some of these actions would otherwise give the holders of the
Class A Stockcommon stock the opportunity to realize a premium over the
then-prevailing market price of suchtheir stock.
SuchThese provisions may also adversely affect the market price of the Class A
Stock.common stock. For example, the Company'sunder our certificate of incorporation authorizes the issuance ofwe can issue
"blank check" Preferred Stockpreferred stock with such designations, rights and preferences as
may be determinedour board of directors determines from time to time by the Boardtime. If it is issued, this type
of Directors. In the event of issuance, such Preferred Stockpreferred stock could be utilized,
under certain circumstances,used as a method of discouraging, delaying or
preventing a change in control of the company. In addition, the issuance of Preferred Stockif we issue
preferred stock, it may adversely affect the voting and dividend rights, rights
upon liquidation and other rights of the holders of Class A Stock. Although the company has no
present intentioncommon stock. We do
not currently intend to issue any shares of such Preferred Stock, the Company
retainsthis type of preferred stock, but we
retain the right to do so in the future including as Offered Securities under a
Prospectus Supplement.future.
Furthermore, the Company iswe are subject to Section 203 of the Delaware General Corporation
Law.Law, which may discourage takeover attempts. The existence of this provision, as well asReilly Family Limited
Partnership, furthermore, has the control of the Company by the RFLP, would be expectedvoting power to have an anti-approve or reject any takeover
effect, including possibly discouraging takeover attempts that might
result in a premium over the market price for the shares of Class A Stock.
VOLATILITY OFproposal.
7
11
CHANGES IN OUR STOCK PRICE COULD EXPOSE YOUR INVESTMENT TO LOSS
From time to time, there may be significant volatility in the market price for the Class A Stock. Quarterlycommon stock may change
dramatically. These changes could occur at any time and could lead to the loss
of a significant amount of your investment.
Our quarterly operating results, of the Company, changes in earningsearning estimates by analysts,
changes in general conditions in the Company'sour industry, orin the economy, orin the financial
markets or other developments affecting
the Companythat affect us, could cause the market price of
the Class A Stockcommon stock to fluctuate substantially.
In addition,Fluctuations in recent years the market price of the Class A common stock may also occur
because we have some degree of seasonality in our earnings and operating
results. Typically, we experience our strongest financial performance in the
summer and our lowest in the winter. We expect this trend to continue in the
future. Because a significant portion of our expenses is fixed, a decrease in
revenues in any quarter will likely produce a period to period decline in our
operating performance and net earnings.
The stock market has also experienced significant price and volume fluctuations.fluctuations
in recent years. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their operating
performance.
THE COMPANY
Lamar Advertising Company is one of the largest and most experienced owners
and operators of outdoor advertising structures in the United States. It
conducts a business that has operated under the Lamar name since 1902. As of
December 31, 1997, the Company operated approximately 43,000 outdoor advertising
displays in 24 states and, after giving effect to the Company's acquisitions of
Ragan Outdoor and Derby Outdoor in January 1998 and Pioneer Outdoor in February
1998, the Company operated approximately 47,000 outdoor advertising displays in
26 states. The Company provides a full array of poster and bulletin displays in
59 of the markets in which it currently operates. In its remaining markets, the
Company operates high-profile bulletin displays along interstate and other major
highways. The Company also operates the largest logo sign business in the United
States. Logo signs are erected pursuant to state-awarded franchises on public
rights-of-way near highway exits and deliver brand name information on available
gas, food, lodging and camping services. The Company currently operates logo
sign franchises in 18 of the 22 states that have a privatized logo sign program.
As of December 31, 1997, the Company maintained over 22,300 logo advertising
structures containing over 68,600 logo advertising displays. In addition, the
Company operates the tourism signage franchise in four states and the province
of Ontario, Canada. The Company has also expanded into the transit advertising
business through the operation of displays on bus shelters, bus benches and
buses in 13 of its primary markets, three markets in the state of South
Carolina, one market in Utah, and one market in the state of Georgia.
98
12
USE OF PROCEEDS
Except as otherwise set forthprovided in the applicable Prospectus Supplement, the
Company intendsprospectus supplement, we
intend to use the net proceeds from the sale of the Offered Securitiessecurities 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 Offered Securitiessecurities offered herebyby this prospectus may be set forth
in the Prospectus Supplementprospectus supplement relating to such Offered Securities.offering.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the Company'sour ratio of earnings to combined fixed
charges and preferred stock dividends on a historical basis for the periods
indicated (dollars in thousands):
YEARNINE MONTHS
ENDED
YEARS ENDED OCTOBER 31, YEAR ENDED -------------------------------SEPTEMBER 30,
-------------------------- DECEMBER 31, -------------
1993 1994 1995 1996 1997 ----1997 1998
----- ---- ---- ---- ------------ ----- -----
Ratio of Earnings to Fixed
Charges(1)..................................................... 1.0x 1.3x 1.4x 1.8x 1.2x 1.4x 1.3x
Ratio of Earnings to Fixed Charges and
Preferred Stockpreferred stock Dividends(2)................. 1.0x 1.3x 1.4x 1.8x 1.1x 1.4x 1.3x
Coverage Deficiency.................... $177Deficiency................... $ 177 N/A N/A N/A N/A N/A N/A
- ---------------
(1) 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 of
subsidiaries and the component of rental expense believed by management to
be representative of the interest factor thereon.
(2) The Company had 5,719.49 shares of Class A Preferred Stock,preferred stock, $638 par value
per share, outstanding at October 31, 1996September 30, 1997 and December 31, 1997.1998, respectively. The
Class A Preferredpreferred stock is entitled to a cumulative annual preferential
dividend of $63.80 per share.
GENERAL DESCRIPTION OF OFFERED SECURITIES
The Company may offer shares of Class A Stock, Preferred Stock, Debt
Securities or Warrants or any combination of the foregoing either individually
or as units consisting of one or more securities under this Prospectus.9
13
DESCRIPTION OF DEBT SECURITIES
The Debt SecuritiesWe will issue the debt securities offered hereby are to be issuedby this prospectus and any
accompanying prospectus supplement (the "Debt Securities") under an indenture
(the "Indenture") to be executedentered into by Lamar, the Company, the Guarantors,subsidiaries of Lamar, if
any, that may guarantee the payment obligations of Lamar under any series of
Debt Securities (the "Guarantors"), and a trustee to be identified in the
applicable Prospectus Supplement,prospectus supplement, as Trusteetrustee (the "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, (the "TIA") as in effect
on the date of the Indenture. The
Debt Securities will be subject to all such terms, and potential purchasers of
the Debt Securities are referred to the Indenture and the TIA forWe have filed a statement
thereof. A copy of the proposed form of
Indenture has been filed as an exhibit to the Registration Statement.
The Companyregistration 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 Prospectusprospectus up to $500,000,000 aggregate principal
amount of Debt Securities,Securities; or if Debt Securities are issued at a discount, or in
a foreign currency, foreign currency units or composite currency, such principal
amount as may be sold for an initial public offering price of up to
$500,000,000. Unless otherwise specified in the applicable Prospectus Supplement,prospectus
supplement, the Debt Securities will represent direct, unsecured obligations of
the CompanyLamar and will rank equally with all of our other unsecured indebtedness of the Company.indebtedness.
The following statements relating to the Debt Securities and the Indenture
are summaries and do not purport to be complete. Such summaries may make use of
certain terms defined in the Indenturecomplete, and are 10
13
qualifiedsubject in their
entirety by express reference to the detailed provisions of the Indenture.
Certain other
specific terms of any series of Debt Securities will be described in the
applicable Prospectus Supplement. To the extent that any particular terms ofGENERAL
We may issue the Debt Securities described in a Prospectus Supplement differ from any of the
terms described herein, then such terms described herein shall be deemed to have
been superseded by such Prospectus Supplement. As used in this "Description of
Debt Securities," all references to the "Company" shall mean Lamar Advertising
Company excluding, unless the context otherwise required or as expressly stated,
its subsidiaries.
GENERAL
The terms of each series of Debt Securities will be established by or
pursuant to a resolution of the Board of Directors of the Company and set forth
or determined in the manner provided in an Officers' Certificate or by a
supplemental indenture. The particular terms of each series of Debt Securities
will be described in a Prospectus Supplement relating to such series (including
any pricing supplement thereto).
The Debt Securities that may be offered under the Indenture are not limited
in aggregate principal amount. The Debt Securities may be issued 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 such 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 (including any pricingprospectus supplement thereto) will set forth the initial offering price, the aggregate principal amount and the following terms of the Debt
Securities in respect of which this Prospectusprospectus is delivered:
(1) the title of such Debt Securities;title;
(2) whether such Debt Securities are Senior Debt Securities, Senior
Subordinated Debt Securities or Subordinated Debt Securities or any
combination thereof;the aggregate principal amount;
(3) the issue price or prices (expressed as a percentage of the aggregate
principal amount thereof) at which the Debt Securities will be issued;;
(4) any limit on the aggregate principal amount of such Debt
Securities;amount;
(5) the date or dates on which principal on such Debt Securities will
beis payable;
(6) the interest rate or rates (which may be fixed or variable) per annum or, if
applicable, the method used to determine such rate or rates (including
any commodity, commodity index, stock exchange index or financial index) at
which such Debt Securities will bear interest, if any,rates;
(7) the date or dates from which such interest, if any, will commence and be payable and any
regular record date for the interest payable on the interest payment date;
(7)payable;
(8) the place or places where principal of,and, if applicable, premium if any, and
interest, if any, on such Debt Securities will beis payable;
(8) the period or periods within which, the price or prices at which
and(9) the terms and conditions upon which Lamar may, or the Debt Securitiesholders may be
redeemed, in whole or in part, at the option of the Company;
(9) the obligation, if any, of the Companyrequire
Lamar to, redeem or purchaserepurchase the Debt Securities in whole or in part pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof;Securities;
(10) the dates, if any, on which and the price or prices at which the
Debt Securities will be repurchased by the Company at the option of the
Holders thereof and other detailed terms and provisions of such repurchase
obligations;
(11) the denominations in which such Debt Securities may be issuable, if other
than denominations of $1,000 andor any integral multiple thereof;
(12)(11) whether the Debt Securities are to be issuable in the form of Certificatedcertificated
Debt Securities (as defineddescribed below) or Globalglobal Debt Securities (as
defineddescribed below);
(13)10
14
(12) the portion of principal amount of such Debt Securities that shallwill be payable upon declaration of
acceleration of the maturity date thereof, if other than the principal amount thereof;
11
14
(14)of the
Debt Securities;
(13) the currency of denomination of such Debt Securities;
(15)denomination;
(14) the designation of the currency, currencies or currency units in which
payment of principal of,and, if applicable, premium if any, and interest, if any, on
such Debt Securities will be
made;
(16)(15) if payments of principal of,and, if applicable, premium if any, or interest, if
any, on the
Debt Securities are to be made in one or more currencies or currency units
other than that or those in which such Debt Securities are
denominated,the currency of denomination, the manner in which the exchange
rate with respect to such payments will be determined;
(17) the manner in which the(16) if amounts of payment of principal of,and, if applicable, premium if any, orand interest if any, on such Debt Securities willmay be
determined if such amounts may be determined(a) by reference to an index based on a currency or currencies
other than that in which the Debt
Securities are denominatedcurrency of denomination or designated to be payabledesignation or (b) by reference
to a commodity, commodity index, stock exchange index or financial index;
(18)index,
then the manner in which such amounts will be determined;
(17) the provisions, if any, relating to any security provided for such Debt
Securities;
(19)(18) any addition to or change in the covenants described herein and/or in
the Indenture with respect to such Debt Securities and any change in the acceleration
provisions described hereinin this prospectus or in the Indenture with respect
to such Debt Securities;
(20)Indenture;
(19) any Events of Default, with respect to the Debt Securities, if not otherwise set forthdescribed begin under "--Events"-- Events of
Default";
(21)(20) the terms and conditions if any, upon which the Debt Securities
will be convertiblefor conversion into or exchange for shares of
Class A Stockcommon stock or Preferred Stock, including the
conversion price (or manner of calculation thereof) and conversion period;
(22) the terms and conditions, if any, upon which the Debt Securities
will be exchangeable into Class A Stock or Preferred Stock, including the
exchange price (or manner of calculation thereof) and exchange period.
(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 The Company or any Guarantor;
(24) the form and terms of any Guarantee of the Debt Securities;
(25)preferred stock;
(21) any other terms, of such Debt Securities, which may modify or delete any provision of the Indenture
insofar as it applies to such series;
and
(26)(22) any depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents with respect toagents;
(23) the terms and conditions, if any, upon which the Debt Securities.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 may be issued that provide for an amount less than
the stated principal amount thereof to be due and payable upon declaration of
acceleration of the
maturity thereof pursuantof such Debt Securities in accordance to the terms of the Indenture
("Discount Securities"). 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 applicable to anywhich apply such DiscountDebt Securities will be
described in the applicable
Prospectus Supplement.prospectus supplement.
We may issue Debt Securities may be issued in bearer form, with or without coupons.
United States federal income tax considerations and other special considerations
applicable to bearer securities will be described in the applicable Prospectus
Supplement.
If the purchase price of any of the Debt Securities is denominated in a
foreign currency or currencies or a foreign currency unit or units, or if the
principal of and any premium and interest, if any, on any series or Debt
Securities is payable in a foreign
currency or currencies or a foreign currency unit or units,units. If we do so, we will
describe the restrictions, elections, general tax considerations, specific terms
and other information with respect to such issue of Debt Securities and such
foreign currency or currencies or foreign currency unit or units will be
set forth in the
applicable Prospectus Supplement.
12
15prospectus supplement.
EXCHANGE AND/OR CONVERSION RIGHTS
The terms, if any, on whichIf we issue Debt Securities of a serieswhich may be exchanged for or converted into
shares of Class A Stockcommon stock or Preferred Stockpreferred stock, we will be set
forthdescribe the term of
exchange or conversion in the Prospectus Supplementprospectus supplement relating thereto.to such Debt
Securities.
11
15
TRANSFER AND EXCHANGE
EachWe may issue Debt SecuritySecurities that will be represented by eithereither:
(1) "book-entry securities," which means that there will be one or more global
securities (each, a "Global Debt Security") registered in the name of The Depository Trust Company, as
Depository (the "Depository"), or a nominee of the Depository (each such Debt SecurityDepository; or
(2) "certificated securities," which means that they will be represented by a Global Debt Security being
herein referred to as a "Book-Entry Debt Security"), or a
certificate issued in definitive registered form (a "Certificated Debt Security"), as set forthform.
We will specify in the prospectus supplement applicable Prospectus Supplement.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-Entrybook-entry Debt Securities will not be issuable in certificated
form.
Certificated Debt Securities. CertificatedCERTIFICATED DEBT SECURITIES
If you hold certificated Debt Securities, you may be
transferredtransfer or exchangedexchange such
debt securities at the Trustee's office or at the paying agenciesagency in accordance
with the terms of the Indenture. NoYou will not be charged a service change will be madecharge for
any transfer or exchange of Certificatedcertificated Debt Securities, but the Company may require payment of a sumbe required to
pay an amount sufficient to cover any tax or other governmental charge payable
in connection therewith.
Thewith such transfer or exchange.
You may effect the transfer of Certificatedcertificated Debt Securities and of the
right to receive the principal of, premium, if any, andand/or interest, if any, on such
Certificatedcertificated Debt Securities may be effected only by surrender ofsurrendering the certificate representing
such Certificatedcertificated Debt Securities and either reissuance by the Companyhaving us or the Trustee of such certificate to the new Holder or the issuance by the Company or
the Trustee ofissue a new
certificate to the new Holder.
Global Debt Securities and Book Entry System.holder.
GLOBAL DEBT SECURITIES AND BOOK ENTRY SYSTEM
The procedures that the Depository has indicated that it intendswould follow the procedures described
below to follow with respect to Book-Entrybook-entry Debt Securities.
Beneficial interests in book-entry Debt Securities are set forth below.
Ownership of beneficial interests in Book-Entry Debt Securities willmay be limited toowned only by
persons that have accounts with the Depository for the related Globalglobal Debt
Security ("participants") or persons that may hold interests through participants.
Upon the issuance of a Globalglobal Debt Security, the Depository will credit, on its
book-entry registration and transfer system, theeach participants' accountsaccount with the
respective principal amountsamount of the Book-Entrybook-entry Debt Securities represented by such Global
Debt Security that is beneficially owned by such participants.participant. The accounts to be
credited shallwill be designated by any dealers, underwriters or agents participating
in the distribution of such Book-Entrybook-entry Debt Securities. Ownership of Book-Entrybook-entry
Debt Securities will be shown on, and the transfer of such ownership interests
will be effected only through, records maintained by the Depository for the
related Globalglobal 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 such securities in definitive
form. Such laws may impair the ability to own, transfer or pledge beneficial
interests in Book-Entrybook-entry Debt Securities.
So long as the Depository for a Globalglobal Debt Security, or its nominee, is
the registered owner of such Globalglobal Debt Security, the Depository or such
nominee as the case may be, will be considered the sole owner or Holderholder of the Book-Entrybook-entry Debt
Securities represented by such Globalglobal Debt Security for all purposes under the
Indenture. Except as set forthdescribed below, beneficial owners of Book-Entrybook-entry Debt
Securities will not be entitled to have such securities registered in their
names, will not receive or be entitled to receive physical delivery of a
certificate in definitive form representing such securities and will not be
considered the owners or Holders thereofholders of such securities under the Indenture.
Accordingly, each person who beneficially owning Book-Entryowns book-entry Debt Securities and
desires to exercise its rights as a holder under the Indenture, must rely on the
procedures of
12
16
the Depository for the related Globalglobal Debt Security and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a Holder
under the Indenture.
The Company understands,such rights.
We understand, however, that under existing industry practice, the
Depository will authorize the persons on whose behalf it holds a Globalglobal Debt
Security to exercise certain rights of Holdersholders of Debt Securities,Securities. Lamar and the
Indenture provides that the Company,its
agents, and the Guarantors, if any, the Trustee, and any of their
13
16
respective agents, will
treat as the Holderholder of a Debt Security the persons specified in a written
statement of the Depository with respect to such Globalglobal Debt Security for
purposes of obtaining any consents or directions required to be given by Holdersholders
of the Debt Securities pursuant tounder the Indenture.
Payments of principal of,and, if applicable, premium if any, and interest, on
Book-Entrybook-entry Debt Securities will be made to the Depository or its nominee, as the
case may be, as the registered Holderholder of the related Globalglobal Debt Security. None of the Company,Lamar
and its agents, and the Guarantors, if any, the Trustee, orand any other agent of the Company or agent
of the Trusteetheir 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
such Globalglobal Debt Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expectsWe expect that the Depository, upon receipt of any payment of principal of,
premium, if any, or interest, if any, on a Globalglobal Debt Security, will
immediately credit participants' accounts with payments in amounts proportionate
to the respective amounts of Book-Entrybook-entry Debt Securities held by each such participant as
shown on the records of suchthe Depository. The CompanyWe also expectsexpect that payments by
participants to owners of beneficial interests in Book-Entrybook-entry Debt Securities
held through such 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,name." andSuch payments will be the responsibility of such 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 andof 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 is not appointed by the Companyof 1934 within 90 days, the Companywe will issue Certificatedcertificated Debt
Securities in exchange for each Globalglobal Debt Security. In addition, the Companywe may at any
time and in itsour sole discretion determine not to have the Book-Entrybook-entry Debt
Securities of any series represented by one or more Globalglobal Debt Securities and,
in such event, will issue Certificatedcertificated Debt Securities in exchange for the
Globalglobal Debt Securities of such series. Global Debt Securities will also be
exchangeable by the Holdersholders for Certificatedcertificated Debt Securities if an Event of
Default (see "Events of Default" below) with respect to the Book-Entrybook-entry Debt
Securities represented by such Globalglobal Debt Securities has occurred and is
continuing. Any Certificatedcertificated Debt Securities issued in exchange for a Globalglobal
Debt Security will be registered in such name or names as the Depository shall
instruct the Trustee. It is expectedWe expect that such instructions will be based upon
directions received by the Depository from participants with respect to ownership of
Book-Entry Debt Securities relating to such Global Debt Security.
The foregoingparticipants.
We obtained the information in this section concerning the Depository and
the Depository's book-entry system has been obtained from sources the Company
believeswe believe to be reliable, but
the Company takes nowe do not take any responsibility for the accuracy thereof.of such information.
NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL
Other than as described in the applicable Prospectus Supplement, there are
noThe Indenture does not have any covenants or other provisions in the Indenture 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 the Company or a highly leveraged transaction. If we
offer any such covenants 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 Prospectusprospectus or a Prospectus Supplement,prospectus supplement,
the Debt Securities will not have the benefit of any covenants that limit or
restrict the Company'sour business or operations, the pledging of the Company'sour
13
17
assets or the incurrence by us of indebtednessindebtedness. We will describe in the
applicable prospectus supplement any material covenants in respect of the Company.a series
of Debt Securities.
With respect to any series of Senior Subordinatedsenior subordinated Debt Securities, the
Companywe will
agree not to issue Debtdebt which is, expressly by its terms, subordinated in right
of payment to any other Debtdebt of the CompanyLamar and which is not expressly made pari passuranked on a parity with,
or subordinate and junior in right of payment to, the Senior Subordinatedsenior subordinated Debt
Securities.
The applicable Prospectus Supplement will describe any material covenants
in respect of a series of Debt Securities. Other than the covenants of the
Company included in the Indenture as described above or as
14
17
described in the applicable Prospectus Supplement, there are no covenants or
other provisions in the Indenture 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 the Company
or a highly leveraged transaction.
CONSOLIDATION, MERGER AND SALE OF ASSETS
The CompanyWe may not in any transactionconsolidate with or series of transactions, merge or
consolidate with or into, or sell, convey, assign,
convey, transfer lease or otherwise
dispose oflease all or substantially all of itsour properties and assets, as an entirety
to, any person or persons, and the Company willwe
may not permit any of itsour significant subsidiaries to enter into any suchengage in a transaction
or series of
transactions if such transaction or series of transactions, in the aggregate,which would result in such a sale, conveyance, assignment, conveyance, transfer or lease
unless:
(1) we are the surviving corporation or, if we are not the surviving
corporation, the successor person is (a) a corporation, partnership, trust
or other disposition of all or substantially all of the propertiesentity organized and assets of the
Company or the Company and its significant subsidiaries, taken as a whole, to
any other person or persons, unless at the time of and after giving effect
thereto (a) either (i) if the transaction or series of transactions is a merger
or consolidation, the Company shall be the surviving person of such merger or
consolidation, or (ii) the person formed by such consolidation or into which the
Company or such significant subsidiary is merged or to which the properties and
assets of the Company or such significant subsidiary, as the case may be, are
transferred (any such surviving person or transferee person being the "Surviving
Entity") shall be a corporation organized andvalidly existing under the laws of the United
States, of America, any state thereof or the District of Columbia and shall(b) expressly assume by a supplemental indenture executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all theassumes our
obligations of
the Company under the Debt Securities and under the Indenture and, (c) in
eacheither case, the Indenture shall remainremains in full force and effecteffect; and
(b)(2) immediately before and
immediately after giving effect to suchthe transaction, or series of transactions on
a pro forma basis (including, without limitation, any Indebtedness (as defined
in the Indenture) incurred or anticipated to be incurred in connection with or
in respect of such transaction or series of transactions), no Default or Event of
Default, shall haveand no event which, after notice or lapse of time, or both, would
become an Event of Default, has occurred and be continuing.is continuing under the
Indenture.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable Prospectus Supplement,prospectus supplement, the
following events will be Events of Default under the Indenture with respect to
Debt Securities of any series:
(a) default in payment of(1) we fail to pay any principal of, or premium, if any;
(b) default forany, when it becomes due;
(2) we fail to pay any interest within 30 days in payment of any interest;
(c) default by the Company in the observanceafter it becomes due;
(3) we fail to observe or performance ofperform 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 SecuritySecurities of that series then
outstanding;
(d)series;
(4) we are in default or defaults under one or more agreements, instruments, mortgages,
bonds, debentures or other evidences of Indebtednessindebtedness under which the Companywe or any
significant subsidiary of the Companysubsidiaries then has outstanding Indebtedness in excess ofmore than $10 million in outstanding
indebtedness, individually or in the aggregate, and either (a) such
Indebtednessindebtedness is already due and payable in full or (b) such default or
defaults have resulted in the acceleration of the maturity of such
Indebtedness;
(e)indebtedness;
(5) any final judgment or judgments which can no longer be appealed for the
payment of moneymore than $10 million in excess of $10 millionmoney (not covered by insurance) shall beis
rendered against the Companyus or any of our significant subsidiarysubsidiaries and shallhas not bebeen
discharged for any period of 60 consecutive days during which a stay of
enforcement shallis not be in effect; and
(f)(6) certain events occur involving bankruptcy, insolvency or reorganization of
the CompanyLamar or any of our significant subsidiary.subsidiaries.
The Indenture provides that the Trustee may withhold notice to the holders of the Debt Securities of
any series of any default, (exceptexcept in payment of principal or premium, if any, or
interest on the Debt Securities of 15
18
such series)series, if the Trustee considers it to
be in the best interest of the holders of the Debt Securities of such series to
do so.
The Indenture provides that ifIf an Event of Default (other than an Event of Default resulting from
certain events of bankruptcy, insolvency or reorganization) shall have occurredoccurs, and beis
continuing, then the Trustee or the holders of not less than 25% in aggregate
principal amount of the outstanding Debt Securities of any series then outstanding may declare to be immediately due and
payableaccelerate
the maturity of such Debt Securities. If this happens, the entire principal
amount of all the outstanding Debt
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18
Securities of such series
then outstanding plus accrued interest to the date of acceleration and such
amounts shall becomewill
be immediately due and payable; provided, however, thatpayable. At any time after such acceleration, but before
a judgment or decree based on such acceleration is obtained by the Trustee, the
holders of a majority in aggregate principal amount of outstanding Debt
Securities of such series may under certain circumstances,
rescind and annul such acceleration if (1) all
Events of Default other(other than nonpayment of accelerated principal, premium or
interest,interest) have been cured or waived, as provided in the Indenture, provided, however, that so long as(2) all overdue interest and overdue
principal has been paid and (3) such rescission would not conflict with any
judgment or decree. In addition, if such acceleration occurs at any time when
the Senior Credit Facility shall beis in full force and effect, if any Event of
Default shall have occurred and be continuing (other than as specified in clause
(f)), the Debt Securities of
such series shall not become due and payable until the earlier to occur of (x)(1) five
business days following the delivery of a written notice of such acceleration of
the Debt Securities of such series to the agent under the Senior Credit Facility
and (y)(2) the acceleration of any Indebtednessindebtedness under the Senior Credit Facility.
In caseIf an Event of Default resulting from certain events of bankruptcy,
insolvency or reorganization shall
occur,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.series.
The holders of a majority in principal amount of the outstanding Debt
Securities of a series then outstanding 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 thereunder,
unlessunder the
Indenture, unless:
(1) such holder shall have previously givengives to the Trustee written notice of a continuing Event of
Default and unlessDefault;
(2) the holders of at least 25% in aggregate principal amount of the outstanding
Debt Securities of such series shall have mademake a written request and offeredoffer reasonable
indemnity to the Trustee to institute such proceeding as a trustee, and unlesstrustee;
(3) the Trustee shall not have
received fromfails to institute such proceeding within 60 days of such
request; and
(4) the holders of a majority in aggregate principal amount of the outstanding
Debt Securities of such series do not give the Trustee a direction
inconsistent with such request and shall have failed to instituteduring such proceeding within 60 days.60-day period.
However, such limitations do not apply to a suit instituted for payment on Debt
Securities of any series on or after the respective due dates expressed in such Debt
Security.Securities.
MODIFICATION AND WAIVER
From time to time, the Companywe 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 (i) providing forincluding:
(1) to provide that the issuancesurviving entity following a change of and establishing
the form and terms and conditionscontrol of any Debt Securities, (ii) providing for the
acceptance of appointmentLamar
permitted under the Indenture shall assume all of a successor Trustee with
respectour obligations under the
Indenture and Debt Securities;
(2) to the Debt Securities of one or more series, (iii) providingprovide for uncertificated Debt Securities in addition to certificated
Debt Securities, and
(iv) curingSecurities;
(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 makingmake any other change
that does not adversely affect the rights of any holder. Theholder;
(5) to issue and establish the form and terms and conditions; and
(6) to appoint a successor Trustee under the Indenture contains
provisions permitting the Companywith respect to one or
more series.
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19
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 of a
series, tobut without the consent of each holder affected by such action, modify
or supplement the Indenture or the Debt Securities of one or more series except that no such modification shall, without the consent of each
holder affected thereby, (i)in
order to:
(1) reduce the amount of Debt Securities whose holders must consent to an
amendment, supplement, or waiver to the Indenture or such Debt Security, (ii)Security;
(2) reduce the rate of or change the time for payment of interest on any Debt Security, (iii)interest;
(3) reduce the principal of or premium on or change the stated maturity of any Debt Security, (iv)maturity;
(4) make any Debt Security payable in money other than that stated in the Debt
Security, (v)Security;
(5) change the amount or time of any payment required by the Debt Securities or reduce the premium
payable upon any redemption, thereof, or change the
16
19 time before which no such
redemption may be made, (vi)made;
(6) waive a default on the payment of the principal of, interest on, or
redemption payment with respect to
any Debt Security, (vii)payment;
(7) take any other action otherwise prohibited by the Indenture to be taken
without the consent of each holder by affected thereby.such action.
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
The Indenture providespermits 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 Company may elect either (a)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 (exceptexcept for the following obligations (which
discharge is referred to as "legal defeasance"):
(a)to register the transfer or exchange of such Debt Securities, Securities;
(b)to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities, 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) ("defeasance")trust; or
(b)(2) to be released from theirour obligations with respect to the Debt Securities
under certain covenants contained in the Indenture, as well as any
additional covenants which may be set forthcontained in the applicable Prospectus Supplement ("covenantprospectus
supplement (which release is referred to as "covenant defeasance"), upon the.
In order to exercise either defeasance option, we must deposit with the
Trustee (oror other qualifying trustee),trustee, in trust for such purpose, of money and/orpurpose:
(1) money;
(2) U.S. Government Obligations (as described below) or Foreign Government
Obligations (each as defined in the Indenture)(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 anthe 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 sufficient to pay the principal of, premium, if any, and interest, if
any, on the Debt Securities of a series, on the scheduled due dates
therefor or on a
selected date of redemption in accordance with the terms of the Indenture.
Such a trust16
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In addition, defeasance may only be establishedeffected only if, among other things,things:
(1) in the Company has deliveredcase of either legal or covenant defeasance, we deliver to the
Trustee an opinion of counsel, (asas specified in the Indenture) (i) to the effectIndenture, stating that
as a result of such defeasance neither the trust nor the Trustee will be
required to register as an investment company under the Investment Company
Act of 1940, as amended, and (ii) describing either a private ruling concerning1940;
(2) in the Debt Securitiescase of legal defeasance, we deliver to the Trustee an opinion of
counsel stating that we have received from, or athere has been published ruling ofby,
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
such opinion shall confirm that, the holders of theoutstanding Debt Securities or persons in their positions
will not recognize income, gain or loss for United States federal income tax
purposes solely as a result of such 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 such 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 such deposit,covenant defeasance and discharge and will be subject to
United States federal income tax on the same amount andamounts, in the same manner and
at the same times as would have been the case if such deposit,covenant defeasance and discharge
had not occurred.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 such series at the time of acceleration. We will,
however, remain liable in respect of such 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 such 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 such government the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government, which in either case under clauses (1) or (2),
are not callable or redeemable at the option of the issuer.
GUARANTEES
The Company'sOne or more Guarantors may guarantee our payment obligation under any
series of Debt Securities may be
guaranteed by one or more Guarantors.Securities. The terms of any such guarantee will be set forth in
the applicable Prospectus Supplement.prospectus supplement.
REGARDING THE TRUSTEE
TheWe will identify the Trustee with respect to any series of Debt Securities
will be
identified in the Prospectus Supplementprospectus supplement relating to such Debt Securities. TheYou should note
that if the Trustee becomes a creditor of the Company, the Indenture and provisionsthe
Trust Indenture Act of the TIA incorporated by reference therein contain
certain limitations on1939 limit the rights of the Trustee should it become a creditor of
the Company, to obtain payment of
claims in certain cases, or to realize on certain property received in respect
of any such claim, 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 Company and its
affiliates, provided, however, that if itTrustee, acquires any conflicting interest (as
defined in"conflicting
interest" within the TIA),meaning of the Trust Indenture Act of 1939, it must
eliminate such conflict or resign.
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The holders of a majority in principal amount of the then outstanding Debt
Securities of any series will have the right tomay direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee. The TIA and the Indenture provide that in caseIf an Event of
Default shall occur (and be continuing),occurs and is continuing, the Trustee, will be required, in the exercise of its rights and
powers, tomust use the degree of care and skill of a prudent man in the conduct of
his own affairs. Subject to such 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, issued
thereunder, unless they have offered
to the Trustee reasonable indemnity satisfactory to
it.
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20or security.
DESCRIPTION OF PREFERRED STOCK
Lamar currently has authorized 1,000,000 shares of undesignated preferred
stock, none of which were issued and outstanding as of the date of this
prospectus. Under theDelaware law and our Certificate of Incorporation, as amended, of the Company (the
"Certificate of Incorporation"),we may
issue shares of Preferred Stock may be issuedundesignated 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.
PriorSubject to issuancelimitations prescribed by Delaware law and our Certificate of
shares of each series,Incorporation and By-Laws, the Board of Directors is required bycan fix the General
Corporation Lawnumber of the State of Delaware (the "DGCL") and the Certificate of
Incorporation to adopt resolutions and file a Certificate of Designation (the
"Certificate of Designation") with the Secretary of State of Delaware, fixing
forshares
constituting each such class or series of preferred stock and the designations,
powers, preferences and other rights of the shares of such class or series andas well as the
qualifications, limitations or restrictions thereon, including, but not limited to, dividend rights, dividend
rateon such powers, preferences and
rights. These may include such provisions as may be desired concerning voting,
redemption, dividends, dissolution or rates,the distribution of assets, conversion rights, voting rights, rightsor
exchange, and termssuch other subjects or matters as may be fixed by resolution of
redemption
(including sinking fund provisions), the redemption priceBoard of Directors or prices, and the
liquidation preferences as are permitted by the DGCL.duly authorized committee.
The Board of Directors could authorize the issuance of shares of Preferred Stockpreferred
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 such
shares might believe to be in their best interests or in which holders of some,
or a majority, of such shares might receive a premium for their shares over the
then-market price of such shares.
Subject to limitations prescribed by the DGCL, the Certificate of
Incorporation and the By-Laws of the Company (the "By-Laws"), the Board of
Directors is authorized to fix the number of shares constituting eachIf we offer a specific class or series of Preferred Stockpreferred stock under this
prospectus, we will describe the terms of such preferred stock in the prospectus
supplement for such offering and the designations and powers, preferences and
relative, participating, optional or other special rights, including such
provisions as may be desired concerning voting, redemption, dividends,
dissolution or the distribution of assets, conversion or exchange, and such
other subjects or matters as may be fixed by resolutionwill file a copy of the Boardcertificate of
Directors or duly authorized committee thereof. The Preferred Stock offered
herebydesignation establishing such terms with the SEC. This description will when issued, be fully paid and nonassessable and will not have, or
be subject to, any preemptive or similar rights.
Reference is made to the Prospectus Supplement relating to the class or
series of Preferred Stock being offered for the specific terms thereof,
including:include:
(1) the title and stated value of such Preferred Stock;value;
(2) the number of shares of such Preferred Stock offered, the liquidation preference per share and the
purchase price of such Preferred
Stock;price;
(3) the dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation thereof applicable tofor such Preferred Stock;dividends;
(4) whether dividends shallwill be cumulative or non-cumulative and, if cumulative,
the date from which dividends on such Preferred Stock shallwill accumulate;
(5) the procedures for any auction and remarketing, if any, for such
Preferred Stock;any;
(6) the provisions for a sinking fund, if any, for such Preferred
Stock;any;
(7) the provisions for redemption, if applicable, of such Preferred
Stock;applicable;
(8) any listing of such Preferred Stockpreferred stock on any securities exchange or market;
(9) the terms and conditions, if any, upon whichwhether such Preferred Stockpreferred stock will be convertible into Lamar Class A Stock of the Company, includingcommon
stock, and, if applicable, the conversion price (or manner of calculation thereof)how it will be
calculated) and conversion period;
(10) the terms and conditions, if any, upon which Preferred Stockwhether such preferred stock will be exchangeable into Debt Securities,
of the Company, includingand, if applicable, the exchange price (or manner of calculation thereof)how it will be calculated) and
exchange period;
(11) voting rights, if any, of such Preferred Stock;preferred stock;
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22
(12) whether interests in such Preferred Stockpreferred stock will be represented by depositary
shares;
18
21
(13) a discussion of any material and/or special United States federal income
tax considerations applicable to such Preferred Stock;preferred stock;
(14) the relative ranking and preferences of such Preferred Stockpreferred stock as to dividend
rights and rights upon liquidation, dissolution or winding up of the
affairs of the Company;
(15) any limitations on issuance of any class or series of Preferred
Stockpreferred stock
ranking senior to or on a parity with such series of Preferred Stockpreferred stock as to
dividend rights and rights upon liquidation, dissolution or winding up of
the affairs of the Company;Lamar; and
(16) any other specific terms, preferences, rights, limitations or restrictions
of such Preferred Stock.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 specified in the Prospectus Supplement,applicable prospectus supplement, the
Preferred
Stockpreferred stock will, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of the Company rank: (i)Lamar, rank as follows:
(1) senior to all classes or series of Lamar Class A Stock of the Company,common stock, and to all
equity securities issued by the CompanyLamar the terms of which specifically provide
that such equity securities rank junior to such Preferred Stockpreferred stock with respect
to dividend rights or rights
upon liquidation, dissolution or winding up of the Company; (ii)such rights;
(2) on a parity with all equity securities issued by the CompanyLamar that do not rank
senior or junior to the Preferred Stockpreferred stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Companysuch rights; and
(iii)(3) junior to all equity securities issued by the CompanyLamar the terms of which do not
specifically provide that such equity securities rank on a parity with or
junior to the Preferred Stockpreferred stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the CompanyLamar (including any entity with
which the
CompanyLamar may be merged or consolidated or to which all or substantially
all the assets of the CompanyLamar may be transferred or which transfers all or
substantially all of the assets of the Company)Lamar).
As used for these purposes, the term "equity securities" does not include
convertible debt securities.
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23
DESCRIPTION OF LAMAR CLASS A COMMON STOCK
GENERAL
The Company'sLamar's authorized common stock consists of 75,000,000 shares of Class A
Stock, approximately 28,691,080 of which were issued and outstanding as
of April 3, 1998common stock and 37,500,000 shares of Class B Common Stock, $.001 par value
per share (the "ClassStock. At January 1, 1999,
there were 43,392,876 shares of Class A common stock and 17,700,000 shares of
Class B Stock"), 18,762,512 of which werecommon stock issued and outstanding
as of April 3, 1998 (in each case, after giving effect to the Company's
three-for-two stock split effected in the form of a 50% stock dividend paid on
February 27, 1998).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 for voting rights, the rights ofas required by Delaware law, the holders of the Class A Stockcommon stock and the
Class B Stock are substantially identical. The holders of the Class A
Stock and the holders of the Class B Stockcommon stock vote together as a single class
(except as may otherwise be required by Delaware law), with the holders of the
Class A Stock entitled to one vote per share and the holders of Class B Stock
entitled to ten votes per share, on all matters on which the holders of Common
Stock are entitled to vote.class. Each share of Class B
Stockcommon stock is convertible at the option of its holder into one share of Class
A Stockcommon stock at any time. In addition, each share of Class B Stockcommon stock
converts automatically into one share of Class A Stockcommon stock upon the sale or
other transfer of such share of Class B Stockcommon stock to a person who, or entity
which, is not a Permitted Transferee. Permitted Transferees"Permitted Transferees" include (i)(1) Kevin
P. Reilly, Sr.; (ii)(2) a descendant of Kevin P. Reilly, Sr.; (iii)(3) a spouse or
surviving spouse (even if remarried) of any individual named or described in (i)(1)
or (ii)(2) above; (iv)(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 (i)(1), (ii)(2) and (iii)(3) above; and (v)(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 (i)(1), (ii)(2), (iii)(3) and (iv)(4) above.
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22
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 such class, or modify or change the powers, preferences or
special rights of the shares of any class so as to affect such class adversely.
TheOur Certificate of Incorporation, provides that no such separate class vote shall
be availablehowever, allows for increasesamendments to increase or
decreases indecrease the number of authorized shares of Class A Stock.common stock or Class B
common stock without a separate vote of either class.
DIVIDENDS; LIQUIDATION RIGHTS
All of the outstanding shares of Common Stockcommon stock are fully paid and
nonassessable. In the event of the liquidation or dissolution of the Company,Lamar,
following any required distribution to the holders of outstanding shares of
Preferred Stock,preferred stock, the holders of Common Stockcommon stock are entitled to share pro rata in
any balance of the corporate assets available for distribution to them. The
CompanyWe 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 the
Company's Existing Indentures and the Senior Credit Facility. Subject to the
preferential rights of the holders of any class of preferred stock, holders of
shares of Common Stockcommon stock are entitled to receive such dividends as may be declared
by the Company's Board of Directors out of funds legally available for such purpose. No
dividend may be declared or paid in cash or property on any share of either
class of Common Stockcommon stock unless simultaneously the same dividend is declared or
paid on each share of the other class of Common Stock,common stock, provided that, in the
event of stock dividends, holders of a specific class of Common Stockcommon stock shall be
entitled to receive only additional shares of such class.
OTHER PROVISIONS
The Common Stockcommon 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 Stockcommon stock have no preemptive rights.
TRANSFER AGENT
American Stock Transfer and Trust Company serves as the transfer agent and
registrar for the Class A Stock.common stock.
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DESCRIPTION OF WARRANTS
The CompanyGENERAL
We may issue warrants to purchase Debt Securities (the "Debt Warrants"),
Preferred Stockpreferred stock (the "Preferred Stock Warrants") or Class A Stockcommon stock (the
"Class A Common Stock Warrants" and, collectively with the Debt Warrants and the
Preferred Stock Warrants, the "Warrants"). Warrants may be issued independently
or together with any Offered Securitiesother securities offered by this prospectus and may be
attached to or separate from such Offered Securities. Theother securities. If Warrants are toissued, they
will be issued under warrant agreements (each a "Warrant Agreement") to be entered into between the CompanyLamar and a
bank or trust company, as warrant agent (the "Warrant Agent"), all as shallof which will
be set
forthdescribed in the Prospectus Supplementprospectus supplement relating to the Warrants being
offered
pursuant thereto.offered.
DEBT WARRANTS
The applicable Prospectus SupplementWe will describe the terms of Debt Warrants offered thereby,the applicable
prospectus supplement, the Warrant Agreement relating to such Debt Warrants and
the Debt Warrant certificates representing such Debt Warrants, including the
following:
(1) the title for such Debt Warrants;title;
(2) the aggregate number of such Debt Warrants;offered;
(3) thetheir issue price or prices at which such Debt Warrants will be issued;prices;
(4) the designation, aggregate principal amount and terms of the Debt
Securities purchasable upon exercise, of such Debt Warrants, and the procedures and conditions
relating to the exercise of such Debt Warrants;
20
23exercise;
(5) the designation and terms of any related Debt Securities with
which such Debt Warrants are issued, and the number of
such Debt Warrants issued with each such security;
(6) the date, if any, on and after which such Debt Warrants and the related
Debt Securities will be separately transferable;
(7) the principal amount of Debt Securities purchasable upon exercise, of each Debt Warrant, and the
price at which such principal amount of Debt Securities may be purchased
upon such exercise;
(8) the date on which suchcommencement and expiration dates of the right shall expire;to exercise;
(9) the maximum or minimum number of such Debt Warrants which may be exercised at any time;
(10) a discussion of the material United States federal income tax
considerations applicable to the exercise of such Debt Warrants;exercise; and
(11) any other terms of such Debt Warrants and terms, procedures and limitations relating to the exercise of such Debt Warrants.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. Prior to the exercise ofprospectus supplement. Before exercising their Debt Warrants,
holders of Debt Warrants will not have any of the rights of holders of the securities purchasable
upon such exercise and will not be entitled to payments of principal of, (oror
premium, if any)any, or interest, if any, on the securities purchasable upon such
exercise.
OTHER WARRANTS
The applicable Prospectus Supplementprospectus supplement will describe the following terms of
Preferred Stock Warrants or Class A Common Stock Warrants in respect of whichoffered under this
Prospectus is being delivered:prospectus:
(1) the title of such Warrants;title;
(2) the securities for which such Warrants are exercisable;issuable upon exercise;
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(3) the issue price or prices at which such Warrants will be issued;prices;
(4) the number of such Warrants issued with each share of Preferred
Stockpreferred stock or
Class A Stock;common stock;
(5) any provisions for adjustment of (a) the number or amount of shares of
Preferred Stockpreferred stock or Class A Stockcommon stock receivable upon exercise of such
Warrants or (b) the exercise price of such Warrants;price;
(6) if applicable, the date on and after which such Warrants and the related
Preferred Stockpreferred stock or Class A Stockcommon stock will be separately transferable;
(7) if applicable, a discussion of the material United States federal income
tax considerations applicable to the exercise of such Warrants;
(8) any other terms, of such Warrants, including terms, procedures and limitations relating to
the exchange and exercise of such Warrants;exercise;
(9) the date on whichcommencement and expiration dates of the right to exercise such Warrants shall
commence, and the date on which such right shall expire;exercise; and
(10) the maximum or minimum number of such Warrants which may be exercised at any time.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder of Warrants to purchase for cash such principal
amount of Debt Securities or shares of Preferred Stockpreferred stock or Class A Stockcommon stock
at suchthe applicable exercise price as shall in each case be set forth in, or be
determinabledetermined as set forthdescribed in,
the Prospectus Supplement relating to the Warrants
offered thereby.applicable prospectus supplement. Warrants may be exercised at any time up
to the close of business on the expiration date set forth in the 21
24
Prospectus Supplement relating to the Warrants offered thereby.applicable
prospectus supplement. After the close of business on the expiration date,
unexercised Warrants will become void.
Warrants may be exercised as set forth in the Prospectus Supplement
relatingby delivering to the Warrants offered thereby. Upon receipt of payment and the
Warrant certificate properly completed and duly executed at the corporatecorporation trust office of
the Warrant Agent or any other officeofficer indicated in the Prospectus
Supplement,applicable prospectus
supplement (a) the Company will, asWarrant certificate properly completed and duly executed and
(b) payment of the amount due upon exercise. As soon as practicable following
such exercise, we will forward the Debt Securities or shares of Preferred Stockpreferred stock
or Class A Stockcommon stock purchasable upon such exercise. If less than all of the
Warrants represented by sucha Warrant certificate are exercised, a new Warrant
certificate will be issued for the remaining Warrants.
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PLAN OF DISTRIBUTION
The CompanyWe may sell the Offered Securitiessecurities being offered hereby: (i)by us in this prospectus:
(1) directly to purchasers, (ii)purchasers;
(2) through agents, (iii)agents;
(3) through dealers, (iv)dealers;
(4) through underwritersunderwriters; or
(v)(5) through a combination of any suchof these methods of sale.
The distribution ofWe and our agents and underwriters may sell the Offered Securities may be effectedsecurities being offered by
us in this prospectus from time to time in one or more transactions either: (i)transactions:
(1) at a fixed price or prices, which may be changed, (ii)changed;
(2) at market prices prevailing at the time of sale, (iii)sale;
(3) at prices related to such prevailing market pricesprices; or
(iv)(4) at negotiated prices.
OffersWe may solicit directly offers to purchase Offered Securities may be solicited directly by the
Company. Offers to purchase Offered Securitiessecurities. We may also
be solicited bydesignate agents
designated by the Company from time to time.time to solicit offers to purchase securities. Any
such agent, who may be deemed to be an "underwriter" as that term is defined in
the Securities Act of 1933, may then resell such Offered Securitiessecurities to the public at
varying prices to be determined by such dealeragent at the time of resale.
If an underwriter is, orwe use underwriters are, utilized in the sale, the
Companyto sell securities, we will executeenter into an
underwriting agreement with such underwriters at the time of the sale to them, and thethem.
The names of the underwriters will be set forth in the Prospectus Supplement,prospectus supplement
which will be used by the underwritersthem together with this prospectus to make resales of the
Offered Securities in respect of which this Prospectus is
deliveredsecurities to the public. In connection with the sale of Offered Securities,the securities offered,
such underwriters may be deemed to have received compensation from the Companyus in the
form of underwriting discounts or commissions andcommissions. Underwriters may also receive
commissions from purchasers of Offered Securities for whom they may act as agents.such securities.
Underwriters may also use dealers to sell Offered Securities to or through dealers, andsecurities. If this happens, such
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 the Companyus to underwriters in connection with
the offering of Offered Securities,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.prospectus supplement.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with the Company,us, to indemnification by the
Companyus against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which they may be required to
make in respect thereof.of such liabilities. Underwriters and agents may engage in
transactions with, or perform services for, the Companyus in the ordinary course of
business.
If so indicated in the applicable Prospectus Supplement, the Companyprospectus supplement, we will authorize
underwriters, dealers, or other persons to solicit offers by certain
institutions to purchase Offered Securitiesthe securities offered by us under this prospectus
pursuant to contracts providing for payment and delivery on a future date or
dates. Institutions into which such
contracts may be made include commercial and savings banks, insurance companies,
pension funds, investment companies, educational and charitable institutions and
others. The obligations of any purchaser under any such contract will not be subject
only to anythose conditions except that (a)described in the purchase of the Offered Securities
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which such purchaser is subject and (b) if the Offered
Securities are also being sold to underwriters, the Company shall have sold to
such underwriters the Offered Securities not sold for delayed delivery. The
underwriters, dealersapplicable prospectus supplement, and
such other persons will not have any responsibility in
respect to the validity or performance of such contracts. The Prospectus
Supplement relating to such contractsprospectus supplement will set forth the price to be paid for Offered Securities
22
25securities
pursuant to such contracts and the commissions payable for solicitation of such
contracts and the date or dates in the future for delivery of Offered Securities
pursuant to such contracts.
Any underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids in accordance with Rule 104 under Regulation M of
the Securities Exchange Act.
Rule 104 permits stabilizingAct of 1934. Over-allotment involves sales in excess of
the offering size, which creates a short position. Stabilizing transactions
involve
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bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. The underwriters may
overallot shares of the Class A Stock, Preferred Stock or, to the extent
applicable, Warrants, in connection with an offering of Class A Stock, Preferred
Stock or, to the extent applicable, Warrants, respectively, thereby creating aSyndicate short position in the underwriters' account. Syndicate covering transactions involve
purchases of Offered Securitiessecurities in the open market after the distribution has been
completed in order to cover syndicate short positions. Stabilizing andPenalty bids permit the
underwriters to reclaim selling concessions from dealers when the securities
originally sold by such dealers are purchased in covering transactions to cover
syndicate coveringshort positions. These transactions may cause the price of Offered
Securitiesthe
securities sold in an offering to be higher than it would otherwise be in the absence of such
transactions.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 such securities, but such
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 Offered Securitiesthe securities offered hereby will be
set forth in the applicable Prospectus Supplementprospectus supplement relating to each offer.offering.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by
Palmer & Dodge LLP, Boston, Massachusetts.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 and schedule of Lamar Advertising
Company and Subsidiaries as of October 31, 1996 and December 31, 1997, and for
the years ended October 31, 1995 and 1996, the two months ended December 31,
1996, and the year ended December 31, 1997, incorporated by reference into this
Prospectusprospectus and Registration Statement have been incorporated by reference herein
and in the Registration Statement in reliance upon the report of KPMG Peat MarwickLLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of such firm as experts in accounting and auditing.
The consolidated balance sheets of Outdoor Communications, Inc. and
subsidiaries as of June 30, 1998 and 1997 and the related statements of
operations, stockholders' deficit and cash flows of Outdoor Communications, Inc.
for the years ended June 30, 1998 and 1997, and the period from April 4, 1996
through June 30, 1996, the consolidated statements of operations, stockholders'
deficit and cash flows of OCI Corp. of Michigan and subsidiaries (predecessor to
Outdoor Communications, Inc.) for the period from August 1, 1995 through April
3, 1996, and the consolidated statements of operations, stockholders' deficit
and cash flows of Mass Communications Corp. and subsidiary (predecessor to
Outdoor Communications, Inc.) for the period from September 1, 1995 through
April 3, 1996, all of which have been incorporated by reference in this
prospectus and in the Registration Statement, have been incorporated by
reference in this prospectus and in the Registration Statement in reliance upon
the reports 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 sheets of Penn Advertising, Inc. and subsidiaries
as of December 31, 1996 and 1995 and the related consolidated statements of
income and accumulated deficit and cash flows for the years then ended have been
incorporated by reference herein and in the Registration Statement in reliance
upon the report of Philip R. Friedman and& Associates, independent certified public
accountants, incorporated by reference herein and upon the authority of said
firm as experts in accounting and auditing.
24
28
The statement of assets acquired and liabilities assumed of National
Advertising Company --- Lamar Acquisition as of August 14, 1997, and the related
statement of revenues and expenses for the years ended December 31, 1996 and
1995, incorporated by reference in this prospectus, have been incorporated
herein in reliance on the report of CoopersPricewaterhouseCoopers LLP (Coopers &
Lybrand L.L.P. prior to its July 1, 1998 merger with Price Waterhouse LLP),
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
2325
26
================================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY (AS DEFINED HEREIN). THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES, BY ANYONE IN
ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE SUCH DATE.
---------------------29
TABLE OF CONTENTS
PAGE
----
Available Information................... 3
Incorporation of Certain Documents by
Reference.............................Where You Can Find More Information......................... 2
Lamar Advertising Company................................... 3
Note Regarding Forward-Looking
Statements............................Forward-looking Statements................... 3
Risk Factors................................................ 4
Risk Factors............................ 5
The Company............................. 9
Use of Proceeds......................... 10Proceeds............................................. 9
Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends............. 10
General Description of Offered
Securities............................ 10Dividends................................................. 9
Description of Debt Securities..........Securities.............................. 10
Description of Preferred Stock..........Stock.............................. 18
Description of Lamar Class A Stock............ 19Common Stock................... 20
Description of Warrants................. 20Warrants..................................... 21
Plan of Distribution.................... 22Distribution........................................ 23
Legal Matters........................... 23
Experts................................. 23Matters............................................... 24
Experts..................................................... 24
================================================================================
================================================================================
$500,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES
PREFERRED STOCK
CLASS A COMMON STOCK
WARRANTS
[LOGO]
-----------------
PROSPECTUS
-----------------
, 1998
================================================================================
2730
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 the CompanyLamar in
connection with the issuance and distribution of the Offered Securities.offered securities offered
by this prospectus.
SEC registration fee . . . . . . . . . . . . . . . . . . . . $ 147,500fee........................................ $139,000
Printing and engraving expenses . . . . . . . . . . . . . . .expenses............................. 300,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . .expenses..................................... 200,000
Accounting fees and expenses . . . . . . . . . . . . . . . .expenses................................ 100,000
Rating agency fees . . . . . . . . . . . . . . . . . . . . .fees.......................................... 50,000
Transfer agent fees and expenses . . . . . . . . . . . . . .expenses............................ 15,000
Fees and expenses of the Trustee . . . . . . . . . . . . . .Trustee............................ 15,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . .Miscellaneous............................................... 22,500
Total . . . . . . . . . . . . . . . . . . . $ 850,000--------
Total............................................. $841,500
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.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 judgementjudgment 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
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.
II-1
31
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.
II-1
28
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 and 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and 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.
(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
32
(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 anany
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statementthis Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein,herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(h)(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 foregoing 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 Securities Act of 1933 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.
(j) 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)305(b)(2) of the Act.
II-2II-3
2933
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING COMPANY
/s/ KevinKEVIN P. Reilly, Jr.
-------------------------------------REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Lamar Corporation,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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
/s/ JACK S. ROME, JR. Director February 5, 1999
- -----------------------------------------------------
Jack S. Rome, Jr.
Director April 20, 1998February , 1999
- -------------------------------------
Jack S. Rome, Jr.
/s/ William R. Schmidt Director April 20, 1998
- ------------------------------------------------------------------------------------------
William R. Schmidt
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
T. Everett Stewart, Jr.
II-3II-4
3034
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 April 20,
1998.February 5, 1999.
THE LAMAR CORPORATION
/s/ KevinKEVIN P. Reilly, Jr.
-------------------------------------REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of The Lamar 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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
T. Everett Stewart, Jr.
II-4II-5
3135
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 April 20,
1998.February 5, 1999.
LAMAR AIR, LLC
By: THE LAMAR CORPORATION,
------------------------------------
its Manager
By: /s/ KevinKEVIN P. Reilly, Jr.REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-5II-6
3236
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 April 20,
1998.February 5, 1999.
TLC PROPERTIES, L.L.C.
By: TLC PROPERTIES, INC.
-----------------------------------,
its Manager
By: /s/ Kevin P.SEAN E. REILLY
------------------------------------
Sean E. Reilly Jr.
-----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-6II-7
3337
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 April 20,
1998.February 5, 1999.
LAMAR TEXAS LIMITED PARTNERSHIP
By: LAMAR TEXAS GENERAL PARTNER,
INC.
-----------------------------------,
its General Partner
By: /s/ KevinKEVIN P. Reilly, Jr.
-----------------------------------REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-7II-8
3438
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 April 20,
1998.February 5, 1999.
MINNESOTA LOGOS, A PARTNERSHIP
By: MINNESOTA LOGOS, INC.
---------------------------------------,
its General Partner
By: /s/ KevinKEVIN P. Reilly, Jr.
---------------------------------------REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-8II-9
3539
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 April 20,
1998.
LAMAR TENNESSEE LIMITED PARTNERSHIP II
By: THE LAMAR CORPORATION
-----------------------------------
its General Partner
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-9
36
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 April 20,
1998.February 5, 1999.
LAMAR TENNESSEE LIMITED PARTNERSHIP
By: THE LAMAR CORPORATION,
------------------------------------
its General Partner
By: /s/ KevinKEVIN P. Reilly, Jr.REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-10
3740
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 April 20,
1998.February 5, 1999.
GEORGIA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------EVERETT STEWART, JR.
----------------------------------
T. Everett Stewart, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Georgia 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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-11
3841
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 April 20,
1998.February 5, 1999.
INTERSTATE LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-12
3942
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 April 20,
1998.February 5, 1999.
FLORIDA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-13
4043
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 April 20,
1998.February 5, 1999.
KANSAS LOGOS INC.
By: /s/ T. Everett Stewart, Jr.
-----------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-14
4144
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 April 20,
1998.February 5, 1999.
KENTUCKY LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
---------------------------------------EVERETT STEWART, JR.
----------------------------------
T. Everett Stewart, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Kentucky 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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-15
4245
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 April 20,
1998.February 5, 1999.
MICHIGAN LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-----------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-16
4346
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 April 20,
1998.February 5, 1999.
MINNESOTA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-17
4447
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 April 20,
1998.February 5, 1999.
MISSISSIPPI LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
----------------------------------------EVERETT STEWART, JR.
----------------------------------
T. Everett Stewart, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Mississippi 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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-18
4548
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 April 20,
1998.February 5, 1999.
MISSOURI LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------EVERETT STEWART, JR.
----------------------------------
T. Everett Stewart, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Missouri 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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-19
4649
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 April 20,
1998.February 5, 1999.
NEBRASKA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-20
4750
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 April 20,
1998.February 5, 1999.
NEVADA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-----------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-21
4851
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 April 20,
1998.February 5, 1999.
NEW JERSEY LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
----------------------------------------EVERETT STEWART, JR.
----------------------------------
T. Everett Stewart, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of New Jersey 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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-22
4952
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 April 20,
1998.February 5, 1999.
OHIO LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
----------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-23
5053
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 April 20,
1998.February 5, 1999.
OKLAHOMA LOGO SIGNS, INC.
By: /s/ T. Everett Stewart, Jr.
---------------------------------------EVERETT STEWART, JR.
----------------------------------
T. Everett Stewart, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Oklahoma Logo 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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-24
5154
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 April 20,
1998.February 5, 1999.
SOUTH CAROLINA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-25
5255
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 April 20,
1998.February 5, 1999.
TENNESSEE LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
--------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-26
5356
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 April 20,
1998.February 5, 1999.
TEXAS LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
---------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-27
5457
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 April 20,
1998.February 5, 1999.
UTAH LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
----------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-28
5558
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 April 20,
1998.February 5, 1999.
VIRGINIA LOGOS, INC.
By: /s/ T. Everett Stewart, Jr.
-------------------------------------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,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director and Principal Executive April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- ------------------------------------------------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CharlesCHARLES W. LamarLAMAR Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-29
5659
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF COLORADO
SPRINGS, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
--------------------------------------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 Jr.,
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-30
5760
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF HUNTINGTON-
BRIDGEPORT, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
----------------------------------------REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Huntington-Bridgeport, Inc., hereby severally constitute and appoint Kevin P.
Reilly, Jr. and Jr., Keith A. Istre, and each of them singly, our true and lawful
attorneys, with full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-31
5861
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF JACKSON, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
----------------------------------------REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of Jackson,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Jr., Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-32
5962
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF MICHIGAN, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
---------------------------------------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
Jr.,
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-33
6063
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF MISSOURI, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
---------------------------------------REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Missouri, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Jr.,
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-34
6164
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF MOBILE, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
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 Mobile,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Jr., Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-35
6265
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF PENN, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
--------------------------------------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 Jr., Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-36
6366
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF SOUTH
GEORGIA, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
---------------------------------------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
Georgia, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Jr.,
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-37
6467
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF SOUTH
MISSISSIPPI, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
-------------------------------------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
Mississippi, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Jr., Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-38
6568
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF
YOUNGSTOWN, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
---------------------------------------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
Jr., Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-39
6669
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 April 20,
1998.February 5, 1999.
LAMAR PENSACOLA TRANSIT, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
-----------------------------------------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 Jr., Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-40
6770
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 April 20,
1998.February 5, 1999.
LAMAR TENNESSEE LIMITED PARTNER, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.REILLY, JR.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Tennessee Limited
Partner, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Jr.,
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-41
6871
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 April 20,
1998.February 5, 1999.
LAMAR TEXAS GENERAL PARTNER, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
---------------------------------------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 Jr., Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-42
6972
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 April 20,
1998.February 5, 1999.
LAMAR ELECTRICAL, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
--------------------------------------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 Jr., Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-43
7073
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 April 20,
1998.February 5, 1999.
TLC PROPERTIES, INC.
By: /s/ Kevin P.SEAN E. REILLY
----------------------------------
Sean E. Reilly Jr.
---------------------------------------
Kevin P. Reilly, Jr.
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 Jr., Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ Kevin P.SEAN E. REILLY Principal Executive Officer February 5, 1999
- -----------------------------------------------------
Sean E. Reilly
Jr./s/ KEITH A. ISTRE Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Executive----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ Keith A. IstreCHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-44
7174
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 April 20,
1998.February 5, 1999.
TLC PROPERTIES II, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
--------------------------------------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 Jr., Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-45
7275
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 April 20,
1998.February 5, 1999.
CANADIAN TODS LIMITED
By: /s/ KevinKEVIN P. Reilly, Jr.
-------------------------------------REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Canadian TODSTods Limited, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Jr., Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr.EVERETT STEWART, JR. Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
T. Everett Stewart, Jr.
II-46
7376
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 April 20,
1998.February 5, 1999.
LAMAR ADVERTISING OF SOUTH
DAKOTA, INC.
By: /s/ KevinKEVIN P. Reilly, Jr.
-----------------------------------------REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Canadian TODS Limited,Lamar Advertising of South
Dakota, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Jr.,
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates,capacities, 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.
Signature Title Date
-SIGNATURE TITLE DATE
--------- ----- ----
/s/ KevinKEVIN P. Reilly, Jr.REILLY, JR. Director and Principal April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------ Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director and Principal April 20, 1998February 5, 1999
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- ------------------------------------------------------------------------------------------
Charles W. Lamar
/s/ GeraldGERALD H. MarchandMARCHAND Director April 20, 1998February 5, 1999
- ------------------------------------------------------------------------------------------
Gerald H. Marchand
II-47
7477
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 February 5, 1999.
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 capacities, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-48
78
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 February 5, 1999.
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 capacities, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-49
79
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 February 5, 1999.
LAMAR ADVERTISING OF GREENVILLE, 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
Greenville, 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 capacities, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-50
80
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 February 5, 1999.
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 capacities, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-51
81
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 February 5, 1999.
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 capacities, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-52
82
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 February 5, 1999.
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 capacities, 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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ KEVIN P. REILLY, JR. Director and Principal February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
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83
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
OF EXHIBIT------- -----------
1.1* -- FormForms of Underwriting Agreement.
3.1(a) -- Amended and Restated Certificate of Incorporation of
Lamar Advertising Company.
3.2(b)Company, as amended.
3.2* -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Lamar Advertising
Company.
3.3(c)3.3(b) -- By-Laws of Lamar Advertising Company, as amended.
4.1+ -- Form of Indenture.
4.2(d)4.2(c) -- Specimen certificate for shares of the Class A Common Stockcommon
stock of theLamar Advertising Company.
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.
12.1+ -- Lamar Advertising Company Computation of Ratio of
Earnings to Fixed Charges and Preferred Stock Dividends.
23.1+ -- Consent of Palmer & Dodge LLP (included as part of their
opinion listed as Exhibit 5.1).
23.2+ -- Consent of KPMG Peat Marwick LLP, independent accountantsauditors of theLamar
Advertising Company.
23.3+23.4+ -- Consent of Philip R. Friedman and Associates, independent
accountants of Penn Advertising, Inc.
23.4+23.5+ -- Consent of Coopers & Lybrand L.L.P.,PricewaterhouseCoopers LLP, independent
accountants of National Advertising Company --- Lamar
Acquisition.
24.1+ -- Powers of Attorney (included on signature pages).
25.1** -- Statement of Eligibility of Trustee on Form T-1.
- -----------------------------------
* To be filed by amendment or by a Current Report on Form 8-K pursuant to
Item 601(b) of Regulation S-K.
** To be filed separately pursuant to Section 305(b)(2) of the Trust Indenture
Act of 1939, as amended.1939.
+ Filed herewith.
(a) PreviouslyAmended and Restated Certificate of Incorporation previously filed as
Exhibit 3.1 to the Company'sLamar's Registration Statement on Form S-1 (File No.
333-05479), and incorporated herein by reference. (b) PreviouslyCertificate of Amendment
to Lamar's Amended and Restated Certificate of Incorporation previously
filed as Exhibit 3.2 to the Company'sLamar's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 1-12407), and incorporated herein by
reference.
(c)(b) Previously filed as Exhibit 3.2 to the Company'sLamar's Registration Statement on Form
S-1 (File No. 333-05479), and incorporated herein by reference.
(d)(c) Previously filed as Exhibit 4.1 to the Company'sLamar's Registration Statement on Form
S-1 (File No. 333-05479), and incorporated herein by reference.