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):
AUGUST 10, 1998
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OUTDOOR COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-22713 38-3286430
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
512 TAYLOR STREET, CORINTH, MISSISSIPPI 38834
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(Address of principal executive offices) (Zip Code)
(601) 286-3334
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(Registrant's telephone number)
ITEM 5. OTHER EVENTS.
On August 10, 1998, Outdoor Communications, Inc. ("OCI"), the stockholders
of OCI and Lamar Advertising Company ("Lamar") entered into a Stock Purchase
Agreement (the "Purchase Agreement") which is filed herewith as Exhibit 2.1 and
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incorporated herein by reference, pursuant to which Lamar will acquire 100% of
OCI's outstanding equity for $385 million dollars including the assumption of
debt (the "Acquisition"). The Acquisition is subject to approval under the
Hart-Scott-Rodino Antitrust Improvements Act (the "Act") and the satisfaction of
other customary closing conditions. The Acquisition is expected to be
consummated within five days after receiving approval under the Act.
Lamar issued a press release announcing the Acquisition on August 12, 1998,
which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
2.1 Stock Purchase Agreement dated August 10, 1998 between Outdoor
Communications, Inc., the Stockholders of Outdoor
Communications, Inc. and Lamar Advertising Company.*
99.1 Press release of Lamar Advertising Company dated
August 12, 1998.
*The Registrant will supply the Securities and Exchange Commission
upon request with copies of any exhibit or schedule to Exhibit 2.1
which is not included herein.
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SIGNATURES
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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 thereunto duly authorized.
Date: August 20, 1998 OUTDOOR COMMUNICATIONS, INC.
/s/ Ricky W. Thomas
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By: Ricky W. Thomas
Title: Chief Financial Officer
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EXHIBIT INDEX
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2.1 Stock Purchase Agreement dated August 10, 1998 between Outdoor
Communications, Inc., the Stockholders of Outdoor Communications,
Inc. and Lamar Advertising Company.*
99.1 Press release of Lamar Advertising Company dated August 12, 1998.
*The Registrant will supply the Securities and Exchange Commission upon
request with copies of any exhibit or schedule to Exhibit 2.1 which is not
included herein.
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