SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 6, 1999
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-20833 75-1205791
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5551 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices) (Zip Code)
(225) 926-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
As Lamar Advertising Company (the "Registrant") and Chancellor Media
Corporation ("Chancellor") announced on June 1, 1999, the Registrant
entered into a definitive agreement with Chancellor Media Corporation of
Los Angeles, Chancellor's wholly-owned subsidiary, pursuant to which the
Registrant agreed to purchase Chancellor's outdoor advertising business
conducted by Chancellor Media Outdoor Corporation ("Chancellor Outdoor")
for $1.6 billion in stock and cash.
The Registrant is filing this Form 8-K to provide the Financial
Statements and Pro Forma Financial Statements for Chancellor Outdoor and
its predecessor companies, the outdoor advertising division of Whiteco
Industries, Inc. ("Whiteco"), Martin Media L.P. ("Martin Media") and Martin
& MacFarlane, Inc. ("Martin & MacFarlane"), as noted below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. The following financial statements are
filed herewith as Exhibit 99.1 and incorporated herein by reference:
(i) The consolidated balance sheets of Chancellor Outdoor as of
December 31, 1998 and March 31, 1999 and consolidated statements of
operations, equity and cash flows for the period from July 22, 1998 to
December 31, 1998 and the three months ended March 31, 1999.
(ii) The statements of income, divisional equity and cash flows
of Whiteco for the eleven months ended November 30, 1998; balance sheets of
Whiteco as of December 31, 1996 and 1997; and statements of income and cash
flows for the years ended December 31, 1995, 1996, and 1997.
(iii) The statements of operations, partners' capital and cash
flows of Martin Media for the seven months ended July 31, 1998; balance
sheets of Martin Media as of December 31, 1996 and 1997; and statements of
operations, partners' capital (deficit) and cash flows of Martin Media for
each of the years ended December 31, 1995, 1996 and 1997.
(iv) The statements of operations, retained earnings and cash
flows of Martin & MacFarlane for the seven months ended July 31, 1998;
balance sheets of Martin & MacFarlane as of December 31, 1996 and 1997;
statements of income, retained earnings and cash flows for the six-month
period ended December 31, 1995 and each of the years ended December 31,
1996 and 1997; balance sheet of Martin & MacFarlane as of June 30, 1995;
and statements of income, retained earnings and cash flows of Martin &
MacFarlane for the year ended June 30, 1995.
(b) Pro Forma Financial Statements. The following pro forma
financial statements are filed herewith as Exhibit 99.2 and incorporated
herein by reference:
(i) Unaudited pro forma condensed consolidated statements of
operations of the Registrant for the year ended December 31, 1998 and
the three months ended March 31, 1999.
(ii) Unaudited pro forma condensed consolidated balance
sheet of the Registrant as of March 31, 1999.
(c) Exhibits
(i) Consent of Arthur Andersen, LLP.
(ii) Consent of Barbich, Longcrier, Hooper & King.
(iii) Consent of BDO Seidman LLP.
(iv) Consent of PricewaterhouseCoopers LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
LAMAR ADVERTISING COMPANY
By: /S/ KEITH A. ISTRE
Keith A. Istre
Treasurer and Chief Financial Officer
Dated: July 6, 1999
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Barbich, Longcrier, Hooper & King.
23.3 Consent of BDO Seidman LLP.
23.4 Consent of PricewaterhouseCoopers LLP.
99.1 (i) The consolidated balance sheets of Chancellor Outdoor as of
December 31, 1998 and March 31, 1999 and consolidated
statements of operations, equity and cash flows for the
period from July 22, 1998 to December 31, 1998 and the three
months ended March 31, 1999.
(ii) The statements of income, divisional equity and cash flows
of Whiteco for the eleven months ended November 30, 1998;
balance sheets of Whiteco as of December 31, 1996 and 1997
and statements of income and cash flows for the years ended
December 31, 1995, 1996, and 1997.
(iii)The statements of operations, partners' capital and cash
flows of Martin Media for the seven months ended July 31,
1998; balance sheets of Martin Media as of December 31, 1996
and 1997; and statements of operations, partners' capital
(deficit) and cash flows of Martin Media for each of the
years ended December 31, 1995, 1996 and 1997.
(iv) The statements of operations, retained earnings and cash
flows of Martin & MacFarlane for the seven months ended July
31, 1998; balance sheets of Martin & MacFarlane as of
December 31, 1996 and 1997; statements of income, retained
earnings and cash flows for the six-month period ended
December 31, 1995 and each of the years ended December 31,
1996 and 1997; balance sheet of Martin & MacFarlane as of
June 30, 1995; and statements of income, retained earnings
and cash flows of Martin & MacFarlane for the year ended
June 30, 1995.
99.2 (i) Unaudited pro forma condensed consolidated statements of
operations of the Registrant for the year ended December 31,
1998 and the three months ended March 31, 1999.
(ii) Unaudited pro forma condensed consolidated balance sheet of
the Registrant as of March 31, 1999.