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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 20, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 7312 72-1205791
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
5551 CORPORATE BLVD.
BATON ROUGE, LOUISIANA 70808
(504) 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.
BATON ROUGE, LOUISIANA 70808
(504) 926-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
STANLEY KELLER, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following. [ ]
CALCULATION OF REGISTRATION FEE
=================================================================================================================================
PROPOSED PROPOSED MAXIMUM
AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT(1) PRICE(2) REGISTRATION FEE
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Debt Securities of Lamar Advertising
Company (the "Company")(3)
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Guarantees of Co-Registrants of Debt
Securities(4)
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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)............................. $500,000,000 100% $500,000,000 $147,500.00
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(1) The proposed maximum offering price per unit 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 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.
(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 pursuant to this Registration Statement exceed $500,000,000 or
the equivalent thereof in one or more foreign currencies, foreign currency
units or composite currencies. The aggregate amount of Class A Stock of the
Company registered hereunder 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.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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TABLE OF CO-REGISTRANTS
EXACT NAME OF REGISTRANT STATE OR OTHER JURISDICTION OF I.R.S. EMPLOYEE
AS SPECIFIED IN ITS CHARTER INCORPORATION OR ORGANIZATION IDENTIFICATION NUMBER
--------------------------- ------------------------------ ---------------------
The Lamar Corporation.............................. Louisiana 72-0690208
Interstate Logos, Inc.............................. Delaware 72-1230862
Lamar Advertising of Colorado Springs, Inc......... Colorado 72-0931093
Lamar Advertising of Jackson, Inc.................. Mississippi 72-1085074
Lamar Advertising of Mobile, Inc................... Alabama 63-0576601
Lamar Advertising of South Georgia, Inc............ Georgia 72-1113924
Lamar Advertising of South Mississippi, Inc........ Mississippi 72-1085105
Lamar Advertising of Youngstown, Inc............... Delaware 23-2669670
TLC Properties, Inc................................ Louisiana 72-0640751
Missouri Logos, Inc................................ Missouri 72-1181668
Nebraska Logos, Inc................................ Nebraska 72-1137877
Oklahoma Logo Signs, Inc........................... Oklahoma 72-1141447
Utah Logos, Inc.................................... Utah 72-1148211
Ohio Logos, Inc.................................... Ohio 72-1148212
Georgia Logos, Inc................................. Georgia 72-1289331
Kansas Logos, Inc.................................. Kansas 48-1187701
Lamar Air, LLC..................................... Louisiana 72-1277136
Lamar Pensacola Transit, Inc....................... Florida 59-3391978
Lamar Tennessee Limited Partner, Inc............... Louisiana 72-1309006
Lamar Tennessee Limited Partnership................ Tennessee 72-1309007
Lamar Tennessee Limited Partnership II............. Tennessee 72-1309008
Lamar Texas General Partner, Inc................... Texas 72-1309003
Lamar Texas Limited Partnership.................... Louisiana 72-1309005
Michigan Logos, Inc................................ Michigan 38-3071362
Minnesota Logos, Inc............................... Minnesota 41-1800355
Minnesota Logos, a Partnership..................... Minnesota 41-1804634
Mississippi Logos, Inc............................. Mississippi 64-0828364
New Jersey Logos, Inc.............................. New Jersey 22-3380044
South Carolina Logos, Inc.......................... South Carolina 52-2152628
Tennessee Logos, Inc............................... Tennessee 62-1649765
Texas Logos, Inc................................... Texas 76-0381679
TLC Properties II, Inc............................. Texas 72-1336624
Virginia Logos, Inc................................ Virginia 54-1763912
Lamar Advertising of Huntington-Bridgeport, Inc.... West Virginia 55-0462784
Lamar Advertising of Penn, Inc..................... Delaware 23-2157153
Lamar Advertising of Michigan, Inc................. Michigan 38-3376495
Lamar Advertising of Missouri, Inc................. Missouri 43-1787748
Canadian TODS Limited.............................. Nova Scotia, Canada N/A
Nevada Logos, Inc.................................. Nevada 88-0373108
Kentucky Logos, Inc................................ Kentucky 31-1491808
Florida Logos, Inc................................. Florida 65-0671887
Lamar Electrical, Inc.............................. Louisiana 72-1392115
Lamar Advertising of South Dakota, Inc............. South Dakota 46-0446615
TLC Properties, L.L.C.............................. Louisiana Applied For
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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.
SUBJECT TO COMPLETION, DATED APRIL 20, 1998
PROSPECTUS
$500,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES, PREFERRED STOCK, CLASS A COMMON STOCK AND WARRANTS
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Lamar Advertising Company, a Delaware corporation (the "Company"), directly
or through agents, dealers or underwriters designated from time to time, may
offer from time to time in one or more series or issuances (i) its secured or
unsecured 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) shares of its preferred stock, $.001 par
value per share (the "Preferred Stock"), (iii) shares of its Class A common
stock, $.001 par value per share (the "Class A Stock") or (iv) warrants to
purchase Class A 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 of Class A Stock or
Preferred Stock. The Company's payment obligations under any series of Debt
Securities may be guaranteed by certain of 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." Any Class A Stock sold pursuant to a Prospectus Supplement
may be listed on The Nasdaq National Market. On April 17, 1998, the last
reported sale price of the Class A Stock on The Nasdaq National Market was
$35.25 per share. The Company has not yet determined whether any of 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)
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SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Date of this Prospectus is , 1998.
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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.
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AVAILABLE INFORMATION
The Company 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, files reports, proxy materials and other information with the
Commission. The reports, proxy materials and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., 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. Copies of such 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 The
Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1500.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously by the Company filed with the Commission
pursuant to the Exchange Act are hereby incorporated by reference in this
Prospectus:
- The Company's Annual Report on Form 10-K for the year ended December 31,
1997.
- The Company's Current Report on Form 8-K filed with the Commission on
April 17, 1998;
- The consolidated financial statements of Penn Advertising, Inc. and
Subsidiary contained in the Company's Current Report on Form 8-K/A filed
with the Commission 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's Current Report on Form
8-K/A filed with the Commission on October 27, 1997; and
- The description of the Class A Stock contained in the Company's
Registration Statement on Form 8-A, filed with the Commission on June 7,
1996, as amended by Form 8-A/A, filed with the Commission on July 31,
1996.
All documents filed by the Company or the Guarantors pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in the Prospectus and made a part hereof
from the date of filing of such documents. Any statement contained in this
Prospectus or 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 also is or
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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, 5551 Corporate Boulevard, Baton Rouge, Louisiana 70808,
Attention: Investor Relations, telephone (504) 926-1000.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus, including documents incorporated by reference, contains
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act. Such forward-looking statements involve
known and unknown risks, uncertainties and other important factors that could
cause the 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 such forward-looking statements. Such
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 Company and the
Company's 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." These forward-looking statements speak only as of
the date of this Prospectus. The Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Company's expectations
with regard thereto or any change in events, conditions or circumstances on
which any such statement is based.
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RISK FACTORS
In addition to the other information contained or incorporated by reference
in this Prospectus or any Prospectus Supplement, prospective investors should
carefully consider the following factors before purchasing the Offered
Securities.
SUBSTANTIAL INDEBTEDNESS OF THE COMPANY
The Company presently has substantial indebtedness. As of December 31, 1997
the Company's indebtedness was approximately $541.5 million and the Company had
approximately $165.0 million available for borrowing under the Company's 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 will not be available for other purposes. Further, if the
Company's net cash provided by operating activities were to decrease from
present levels, the Company could experience difficulty in meeting its debt
service obligations without additional financing. There can be no assurance
that, in the event the Company were to require additional financing, such
additional financing would be available or, if available, would be available on
favorable terms. In addition, any such additional financing may require the
consent of lenders under the Senior Credit Facility or holders of other debt of
the Company. Certain of the Company's competitors operate on a less leveraged
basis and may have greater operating and financial flexibility than the Company.
RESTRICTIVE COVENANTS IN DEBT INSTRUMENTS
The Senior Credit Facility and the Company's indentures relating to the
Company's $255 million 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 that restrict, among other things, the
ability of the Company to dispose of assets, incur or repay debt, create liens,
and make certain investments. In addition, the Senior Credit Facility requires
the Company to maintain specified financial ratios and levels including cash
interest coverage, fixed charge coverage, senior debt and total debt ratios. The
ability of the Company to comply with the foregoing restrictive covenants will
depend on its future performance, which is subject to prevailing economic,
financial and business conditions and other factors beyond the Company's
control.
FLUCTUATIONS IN ECONOMIC AND ADVERTISING TRENDS
The Company relies on sales of advertising space for its revenues, and its
operating results are therefore affected by general economic conditions, as well
as trends in the advertising industry. A reduction in advertising expenditures
available for the Company's displays could result from a general decline in
economic conditions, a decline in economic conditions in particular markets
where the Company conducts 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 continue or that in
the future outdoor advertising expenditures will not grow more slowly than the
advertising industry as a whole.
POTENTIAL ELIMINATION OR REDUCTION OF TOBACCO ADVERTISING
Approximately 9% of the Company's outdoor advertising net revenues and 8%
of consolidated net revenues in fiscal 1997 came from the tobacco products
industry, compared to 10% of outdoor advertising net 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. Beginning 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
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that the tobacco industry will not further reduce advertising expenditures in
the future either voluntarily or as a result of governmental regulation or as to
what affect any such reduction may have on 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 of 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's outdoor advertising revenues and
may simultaneously increase the Company's available inventory. An increase in
available inventory could result in the Company reducing its rates or limiting
its ability to raise rates for some period of time. If the tobacco litigation
settlement were to be finalized in its current form and if the Company were
unable to replace revenues from tobacco advertising with revenues from other
sources, such settlement could have a material adverse effect on the Company's
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 regulation by federal, state
and local governments. Federal law requires states, as a condition to federal
highway assistance, to restrict billboards on federally-aided primary and
interstate highways to commercial and industrial areas and imposes certain
additional 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 some local governments prohibit construction of new billboards and
reconstruction of substantially damaged billboards or allow new construction
only to replace existing structures. In addition, some jurisdictions (including
certain of those within the Company's markets) have adopted amortization
ordinances under which owners and operators of outdoor advertising displays are
required to remove existing structures at some future date, often without
condemnation proceeds being available. Federal and corresponding state outdoor
advertising statutes require payment of compensation for removal by governmental
order in some circumstances. Ordinances requiring 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 been
successful in the past in negotiating acceptable arrangements in circumstances
in which its 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, such regulations may have on the Company's operations. In addition, the
Company is unable to predict what
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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, in
the opinion of management, would materially and adversely affect the Company's
business have been enacted to date. Changes in laws and regulations affecting
outdoor advertising at any level of government may have a material adverse
effect on the Company's results of operations. See "-- Potential Elimination or
Reduction of Tobacco Advertising" for a discussion of recent developments
concerning tobacco advertising.
ACQUISITION AND GROWTH STRATEGY RISKS
The Company's growth has been enhanced materially by strategic acquisitions
that have substantially increased the Company's inventory of advertising
displays. One element of the Company's operating strategy is to make strategic
acquisitions in markets in which it currently competes as well as in new
markets. While the Company believes that 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 that suitable
acquisition candidates can continue to be found. In addition, the Company is
likely to face increased competition from other outdoor advertising companies
for available acquisition opportunities. Also, if the prices sought by sellers
of outdoor advertising displays continue to rise, as management believes may
happen, the Company may find fewer acceptable acquisition opportunities. There
can be no assurance that the Company will have sufficient capital resources to
complete acquisitions or be able to obtain any required consents of its bank
lenders or that acquisitions can be completed on terms acceptable to 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 in 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, the Company completed the acquisition of 24 complementary
businesses. The process of integrating these businesses into the Company's
operations may result in unforeseen operating difficulties and could require
significant management attention that would otherwise be available for the
development of the Company's existing business. Moreover, there can be no
assurance that the Company will realize anticipated benefits and cost savings or
that any future acquisitions will be consummated.
COMPETITION
In addition to competition from other forms of media, including television,
radio, newspapers and direct mail advertising, the Company faces competition in
its markets from other outdoor advertising companies, some of which may be
larger and better capitalized than the Company. The Company also competes with a
wide variety of other out-of-home advertising media, the range and diversity of
which have increased substantially over the past several years to 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
its logo sign business, the Company currently faces competition for state
franchises from two other logo sign providers as well as local companies.
Competition from these sources is encountered both when a franchise is first
privatized and upon renewal thereafter.
POTENTIAL LOSSES FROM HURRICANES
A significant portion of the Company's structures are located in the
mid-Atlantic and Gulf Coast regions of the United States. These areas are highly
susceptible to hurricanes during the late summer and early fall. In the past,
severe storms have caused the Company to incur material losses resulting from
structural damage, overtime compensation, loss of billboards that could not
legally be replaced and reduced occupancy because billboards are out of service.
The Company has determined that it is not economical to obtain insurance against
losses from hurricanes and other storms. The Company has developed contingency
plans to deal with the threat of hurricanes, including plans for early removal
of advertising faces to permit the structures to better
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withstand high winds and the replacement of such faces after storms have passed.
As a result of these contingency plans, the Company has experienced lower levels
of 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 RETAINING LOGO SIGN FRANCHISES
Logo sign franchises represent a growing portion of the Company's revenues
and operating income. The Company cannot predict the number of remaining states,
if any, that will initiate logo sign programs or convert state-run logo sign
programs to privately operated programs. Competition for new state logo sign
franchises is intense and, even after a favorable award, franchises may be
subject to challenge under state contract bidding requirements, resulting in
delays and litigation costs. In addition, state logo sign franchises are
generally, with renewal options, ten to twenty-year franchises subject to
earlier termination by the state, in most cases upon payment of compensation.
Typically, at the end of the term of the franchise, ownership of the structures
is transferred to the state without compensation to the Company. Although none
of the Company's logo sign franchises is due to terminate in the next two years,
three are subject to renewal during that period. There can be no assurance that
the Company will be successful in obtaining new logo sign franchises or renewing
existing franchises. Furthermore, following the receipt by the Company of a new
state logo sign franchise, the Company generally incurs significant start-up
capital expenditures and there can be no assurance that the Company will
continue to have access to capital to fund such expenditures.
RELIANCE ON KEY EXECUTIVES
The Company's success depends to a significant extent upon the continued
services of its executive officers and other key management and sales personnel,
in particular Kevin P. Reilly, Jr., the Company's Chief Executive Officer, the
Company's six regional managers and the manager of its logo sign business.
Although the Company believes it has incentive and compensation programs
designed to retain key employees, the Company has no employment contracts with
any of its employees, and none of its executive officers are bound by
non-compete agreements. The Company does not maintain key man insurance on its
executives. The unavailability of the continuing services of any of its
executive officers and other key management and sales personnel could have an
adverse effect on the Company's business.
CONTROLLING STOCKHOLDER
The Reilly Family Limited Partnership (the "RFLP"), of which Kevin P.
Reilly, Jr., the Company's Chief Executive Officer, is the managing general
partner, beneficially owns shares of the Company's common stock (the "Common
Stock") having approximately 86.7% of the total voting power of the Common
Stock. As a result, Mr. Reilly, or his successor as managing general partner,
will effectively be able to control the outcome of matters requiring a
stockholder vote, including electing directors, adopting or amending certain
provision's of the Company's certificate of incorporation and by-laws and
approving or preventing certain mergers or other similar transactions, such as a
sale of substantially all the Company's assets (including transactions that
could give holders of the Company's Class A 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, subject to contractual restrictions and general fiduciary
obligations, the Company is not prohibited from engaging in transactions with
its management and principal stockholders, or with entities in which such
persons are interested. The Company's certificate of incorporation does not
provide for cumulative voting in the election of directors and, as a result, the
controlling stockholders can elect all the directors if they so choose.
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CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's certificate of incorporation and
by-laws may have the effect of discouraging a third party from making an
acquisition proposal for the Company and thereby inhibiting a change in control
of the Company in circumstances that could give the holders of the Class A Stock
the opportunity to realize a premium over the then-prevailing market price of
such stock. Such provisions may also adversely affect the market price of the
Class A Stock. For example, the Company's certificate of incorporation
authorizes the issuance of "blank check" Preferred Stock with such designations,
rights and preferences as may be determined from time to time by the Board of
Directors. In the event of issuance, such Preferred Stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of the company. In addition, the issuance of Preferred Stock
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 intention to issue any shares of such Preferred Stock, the Company
retains the right to do so in the future including as Offered Securities under a
Prospectus Supplement. Furthermore, the Company is subject to Section 203 of the
Delaware General Corporation Law. The existence of this provision, as well as
the control of the Company by the RFLP, would be expected to have an anti-
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 OF STOCK PRICE
From time to time, there may be significant volatility in the market price
for the Class A Stock. Quarterly operating results of the Company, changes in
earnings estimates by analysts, changes in general conditions in the Company's
industry or the economy or the financial markets or other developments affecting
the Company could cause the market price of the Class A Stock to fluctuate
substantially. In addition, in recent years the stock market has experienced
significant price and volume fluctuations. 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.
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USE OF PROCEEDS
Except as otherwise set forth in the applicable Prospectus Supplement, the
Company intends to use the net proceeds from the sale of the Offered Securities
for general corporate purposes, which may include the repayment, refinancing,
redemption or repurchase of existing indebtedness or capital stock, working
capital, capital expenditures, acquisitions and investments. Additional
information on the use of net proceeds from the sale of Offered Securities
offered hereby may be set forth in the Prospectus Supplement relating to such
Offered Securities.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the Company's ratio of earnings to combined
fixed charges and preferred stock dividends on a historical basis for the
periods indicated (dollars in thousands):
YEAR ENDED OCTOBER 31, YEAR ENDED
------------------------------- DECEMBER 31,
1993 1994 1995 1996 1997
---- ---- ---- ---- ------------
Ratio of Earnings to Fixed
Charges(1)........................... 1.0x 1.3x 1.4x 1.8x 1.2x
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends(2)......... 1.0x 1.3x 1.4x 1.8x 1.1x
Coverage Deficiency.................... $177 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, $638 par value
per share, outstanding at October 31, 1996 and December 31, 1997. The Class
A Preferred 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.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an indenture (the
"Indenture") to be executed by the Company, the Guarantors, if any, and a
trustee to be identified in the applicable Prospectus Supplement, as Trustee
(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 for a statement
thereof. A copy of the proposed form of Indenture has been filed as an exhibit
to the Registration Statement.
The Company may offer under this Prospectus up to $500,000,000 aggregate
principal amount of Debt Securities, or if Debt Securities are issued at a
discount, or in a foreign currency, foreign currency units or composite
currency, 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, the Debt Securities will represent direct, unsecured
obligations of the Company and will rank equally with all other unsecured
indebtedness of the Company.
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 Indenture and are
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qualified in their entirety by express reference to 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 of 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. The Prospectus Supplement (including any pricing 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 Prospectus
is delivered:
(1) the title of such Debt Securities;
(2) whether such Debt Securities are Senior Debt Securities, Senior
Subordinated Debt Securities or Subordinated Debt Securities or any
combination thereof;
(3) the 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;
(5) the date or dates on which principal on such Debt Securities will
be payable;
(6) the 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, 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) the place or places where principal of, premium, if any, and
interest, if any, on such Debt Securities will be payable;
(8) the period or periods within which, the price or prices at which
and the terms and conditions upon which the Debt Securities may be
redeemed, in whole or in part, at the option of the Company;
(9) the obligation, if any, of the Company to redeem or purchase the
Debt Securities in whole or in part pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof;
(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 and any integral multiple thereof;
(12) whether the Debt Securities are to be issuable in the form of
Certificated Debt Securities (as defined below) or Global Debt Securities
(as defined below);
(13) the portion of principal amount of such Debt Securities that
shall be payable upon declaration of acceleration of the maturity date
thereof, if other than the principal amount thereof;
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(14) the currency of denomination of such Debt Securities;
(15) the designation of the currency, currencies or currency units in
which payment of principal of, premium, if any, and interest, if any, on
such Debt Securities will be made;
(16) if payments of principal of, 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 manner in which the exchange rate with respect to such
payments will be determined;
(17) the manner in which the amounts of payment of principal of,
premium, if any, or interest, if any, on such Debt Securities will be
determined, if such amounts may be determined by reference to an index
based on a currency or currencies other than that in which the Debt
Securities are denominated or designated to be payable or by reference to a
commodity, commodity index, stock exchange index or financial index;
(18) the provisions, if any, relating to any security provided for
such Debt Securities;
(19) any addition to or change in the covenants described herein or in
the Indenture with respect to such Debt Securities and any change in the
acceleration provisions described herein or in the Indenture with respect
to such Debt Securities;
(20) any Events of Default with respect to the Debt Securities, if not
otherwise set forth under "--Events of Default";
(21) the terms and conditions, if any, upon which the Debt Securities
will be convertible into Class A 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) 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) any depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents with respect to the Debt Securities.
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 pursuant to the terms of the Indenture
("Discount Securities"). United States federal income tax considerations and
other special considerations applicable to any such Discount Securities will be
described in the applicable Prospectus Supplement.
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, 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.
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EXCHANGE AND/OR CONVERSION RIGHTS
The terms, if any, on which Debt Securities of a series may be exchanged
for or converted into shares of Class A Stock or Preferred Stock will be set
forth in the Prospectus Supplement relating thereto.
TRANSFER AND EXCHANGE
Each Debt Security will be represented by either 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 Security 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 forth in the
applicable Prospectus Supplement. Except as set forth under "-- Global Debt
Securities and Book Entry System" below, Book-Entry Debt Securities will not be
issuable in certificated form.
Certificated Debt Securities. Certificated Debt Securities may be
transferred or exchanged at the Trustee's office or paying agencies in
accordance with the terms of the Indenture. No service change will be made for
any transfer or exchange of Certificated Debt Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
The transfer of Certificated Debt Securities and the right to receive the
principal of, premium, if any, and interest, if any, on such Certificated Debt
Securities may be effected only by surrender of the certificate representing
such Certificated Debt Securities and either reissuance by the Company or the
Trustee of such certificate to the new Holder or the issuance by the Company or
the Trustee of a new certificate to the new Holder.
Global Debt Securities and Book Entry System. The procedures that the
Depository has indicated it intends to follow with respect to Book-Entry Debt
Securities are set forth below.
Ownership of beneficial interests in Book-Entry Debt Securities will be
limited to persons that have accounts with the Depository for the related Global
Debt Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Global Debt Security, the Depository will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal amounts of the Book-Entry Debt Securities
represented by such Global Debt Security beneficially owned by such
participants. The accounts to be credited shall be designated by any dealers,
underwriters or agents participating in the distribution of such Book-Entry Debt
Securities. Ownership of Book-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 Global Debt Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such laws may impair the ability to own, transfer
or pledge beneficial interests in Book-Entry Debt Securities.
So long as the Depository for a Global Debt Security, or its nominee, is
the registered owner of such Global Debt Security, the Depository or such
nominee, as the case may be, will be considered the sole owner or Holder of the
Book-Entry Debt Securities represented by such Global Debt Security for all
purposes under the Indenture. Except as set forth below, beneficial owners of
Book-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 thereof under the Indenture.
Accordingly, each person beneficially owning Book-Entry Debt Securities must
rely on the procedures of the Depository for the related Global 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, however, that under existing industry practice,
the Depository will authorize the persons on whose behalf it holds a Global Debt
Security to exercise certain rights of Holders of Debt Securities, and the
Indenture provides that the Company, the Guarantors, if any, the Trustee and
their
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respective agents will treat as the Holder of a Debt Security the persons
specified in a written statement of the Depository with respect to such Global
Debt Security for purposes of obtaining any consents or directions required to
be given by Holders of the Debt Securities pursuant to the Indenture.
Payments of principal of, premium, if any, and interest on Book-Entry Debt
Securities will be made to the Depository or its nominee, as the case may be, as
the registered Holder of the related Global Debt Security. None of the Company,
the Guarantors, if any, the Trustee or any other agent of the Company or agent
of the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in such Global Debt Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
The Company expects that the Depository, upon receipt of any payment of
principal of, premium, if any, or interest, if any, on a Global Debt Security,
will immediately credit participants' accounts with payments in amounts
proportionate to the respective amounts of Book-Entry Debt Securities held by
each such participant as shown on the records of such Depository. The Company
also expects that payments by participants to owners of beneficial interests in
Book-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," and 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 Exchange Act,
and a successor Depository registered as a clearing agency under the Exchange
Act is not appointed by the Company within 90 days, the Company will issue
Certificated Debt Securities in exchange for each Global Debt Security. In
addition, the Company may at any time and in its sole discretion determine not
to have the Book-Entry Debt Securities of any series represented by one or more
Global Debt Securities and, in such event, will issue Certificated Debt
Securities in exchange for the Global Debt Securities of such series. Global
Debt Securities will also be exchangeable by the Holders for Certificated Debt
Securities if an Event of Default with respect to the Book-Entry Debt Securities
represented by such Global Debt Securities has occurred and is continuing. Any
Certificated Debt Securities issued in exchange for a Global Debt Security will
be registered in such name or names as the Depository shall instruct the
Trustee. It is expected 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 foregoing information in this section concerning the Depository and the
Depository's book-entry system has been obtained from sources the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL
Other than as 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.
COVENANTS
Unless otherwise indicated in this Prospectus or a Prospectus Supplement,
the Debt Securities will not have the benefit of any covenants that limit or
restrict the Company's business or operations, the pledging of the Company's
assets or the incurrence of indebtedness of the Company.
With respect to any series of Senior Subordinated Debt Securities, the
Company will agree not to issue Debt which is, expressly by its terms,
subordinated in right of payment to any other Debt of the Company and which is
not expressly made pari passu with, or subordinate and junior in right of
payment to, the Senior 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
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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 Company may not, in any transaction or series of transactions, merge or
consolidate with or into, or sell, assign, convey, transfer, lease or otherwise
dispose of all or substantially all of its properties and assets as an entirety
to, any person or persons, and the Company will not permit any of its
significant subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties 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 and existing under the laws of the
United States of America, any state thereof or the District of Columbia and
shall expressly assume by a supplemental indenture executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, all the obligations of
the Company under the Debt Securities and the Indenture, and in each case, the
Indenture shall remain in full force and effect and (b) immediately before and
immediately after giving effect to such 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 have occurred and be continuing.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable Prospectus Supplement, the
following will be Events of Default under the Indenture with respect to Debt
Securities of any series:
(a) default in payment of any principal of, or premium, if any;
(b) default for 30 days in payment of any interest;
(c) default by the Company in the observance or performance of 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 Debt Security of that series then
outstanding;
(d) default or defaults under one or more agreements, instruments,
mortgages, bonds, debentures or other evidences of Indebtedness under which
the Company or any significant subsidiary of the Company then has
outstanding Indebtedness in excess of $10 million, individually or in the
aggregate, and either (a) such Indebtedness 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) any final judgment or judgments which can no longer be appealed
for the payment of money in excess of $10 million (not covered by
insurance) shall be rendered against the Company or any significant
subsidiary and shall not be discharged for any period of 60 consecutive
days during which a stay of enforcement shall not be in effect; and
(f) certain events involving bankruptcy, insolvency or reorganization
of the Company or any significant subsidiary.
The Indenture provides that the Trustee may withhold notice to the holders
of the Debt Securities of any series of any default (except in payment of
principal or premium, if any, or interest on the Debt Securities of
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such 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 if an Event of Default (other than an Event of
Default resulting from certain events of bankruptcy, insolvency or
reorganization) shall have occurred and be continuing, then the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of any series then outstanding may declare to be immediately due and
payable the entire principal amount of all the Debt Securities of such series
then outstanding plus accrued interest to the date of acceleration and such
amounts shall become immediately due and payable; provided, however, that after
such acceleration but before a judgment or decree based on 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 all Events of Default, other than
nonpayment of accelerated principal, premium or interest, have been cured or
waived as provided in the Indenture, provided, however, that so long as the
Senior Credit Facility shall be 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) 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) the acceleration of any
Indebtedness under the Senior Credit Facility. In case an Event of Default
resulting from certain events of bankruptcy, insolvency or reorganization shall
occur, the principal, premium and interest amount with respect to all of the
Debt Securities of any series shall be due and payable immediately without any
declaration or other act on the part of the Trustee or the holders of the Debt
Securities of that Series.
The holders of a majority in principal amount of the 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,
unless such holder shall have previously given to the Trustee written notice of
a continuing Event of Default and unless the holders of at least 25% in
aggregate principal amount of the outstanding Debt Securities of such series
shall have made written request and offered reasonable indemnity to the Trustee
to institute such proceeding as a trustee, and unless the Trustee shall not have
received from the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of such series a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
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.
MODIFICATION AND WAIVER
From time to time, the Company 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 for the issuance of and establishing
the form and terms and conditions of any Debt Securities, (ii) providing for the
acceptance of appointment under the Indenture of a successor Trustee with
respect to the Debt Securities of one or more series, (iii) providing for
uncertificated Debt Securities in addition to certificated Debt Securities, and
(iv) curing any ambiguity, defect or inconsistency, or making any other change
that does not adversely affect the rights of any holder. The Indenture contains
provisions permitting the Company and the Trustee, with the consent of holders
of at least a majority in principal amount of the outstanding Securities of a
series, to 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) reduce the amount of Debt Securities whose holders
must consent to an amendment, supplement, or waiver to the Indenture or such
Debt Security, (ii) reduce the rate of or change the time for payment of
interest on any Debt Security, (iii) reduce the principal of or premium on or
change the stated maturity of any Debt Security, (iv) make any Debt Security
payable in money other than that stated in the Debt Security, (v) 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
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time before which no such redemption may be made, (vi) waive a default on the
payment of the principal of, interest on, or redemption payment with respect to
any Debt Security, (vii) take any other action otherwise prohibited by the
Indenture to be taken without the consent of each holder affected thereby.
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
The Indenture provides the Company may elect either (a) to defease and be
discharged from any and all obligations with respect to any Debt Securities
(except for the obligations to register the transfer or exchange of such Debt
Securities, to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities, to maintain an office or agency in respect of the Debt Securities
and to hold monies for payment in trust) ("defeasance") or (b) to be released
from their obligations with respect to the Debt Securities under certain
covenants contained in the Indenture, as well as any additional covenants which
may be set forth in the applicable Prospectus Supplement ("covenant
defeasance"), upon the deposit with the Trustee (or other qualifying trustee),
in trust for such purpose, of money and/or U.S. Government Obligations or
Foreign Government Obligations (each as defined in the Indenture) which through
the payment of principal and interest in accordance with their terms will
provide money, in an amount sufficient to pay the principal of, premium, if any,
and interest 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 trust may only be established if, among other things, the
Company has delivered to the Trustee an opinion of counsel (as specified in the
Indenture) (i) to the effect that 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 concerning the
Debt Securities or a published ruling of the Internal Revenue Service, to the
effect that holders of the Debt Securities or persons in their positions will
not recognize income, gain or loss for federal income tax purposes as a result
of such deposit, defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred.
GUARANTEES
The Company's payment obligation under any series of Debt Securities may be
guaranteed by one or more Guarantors. The terms of any such guarantee will be
set forth in the applicable Prospectus Supplement.
REGARDING THE TRUSTEE
The Trustee with respect to any series of Debt Securities will be
identified in the Prospectus Supplement relating to such Debt Securities. The
Indenture and provisions of the TIA incorporated by reference therein contain
certain limitations on 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 the Company and its
affiliates, provided, however, that if it acquires any conflicting interest (as
defined in the TIA), it must eliminate such conflict or resign.
The holders of a majority in principal amount of the then outstanding Debt
Securities of any series will have the right to 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 case an Event of Default
shall occur (and be continuing), the Trustee will be required, in the exercise
of its rights and powers, to 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 indemnity satisfactory to
it.
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DESCRIPTION OF PREFERRED STOCK
Under the Certificate of Incorporation, as amended, of the Company (the
"Certificate of Incorporation"), shares of Preferred Stock may be issued 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. Prior to issuance
of shares of each series, the Board of Directors is required by the General
Corporation Law 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
for each such class or series the designations, powers, preferences and rights
of the shares of such class or series and the qualifications, limitations or
restrictions thereon, including, but not limited to, dividend rights, dividend
rate or rates, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences as are permitted by the DGCL. The Board of Directors
could authorize the issuance of shares of Preferred Stock with terms and
conditions which could have the effect of discouraging a takeover or other
transaction which holders of some, or a majority, of 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 each class or
series of Preferred Stock 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 resolution of the Board of
Directors or duly authorized committee thereof. The Preferred Stock offered
hereby 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:
(1) the title and stated value of such Preferred Stock;
(2) the number of shares of such Preferred Stock offered, the
liquidation preference per share and the purchase price of such Preferred
Stock;
(3) the dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation thereof applicable to such Preferred Stock;
(4) whether dividends shall be cumulative or non-cumulative and, if
cumulative, the date from which dividends on such Preferred Stock shall
accumulate;
(5) the procedures for any auction and remarketing, if any, for such
Preferred Stock;
(6) the provisions for a sinking fund, if any, for such Preferred
Stock;
(7) the provisions for redemption, if applicable, of such Preferred
Stock;
(8) any listing of such Preferred Stock on any securities exchange or
market;
(9) the terms and conditions, if any, upon which such Preferred Stock
will be convertible into Class A Stock of the Company, including the
conversion price (or manner of calculation thereof) and conversion period;
(10) the terms and conditions, if any, upon which Preferred Stock will
be exchangeable into Debt Securities of the Company, including the exchange
price (or manner of calculation thereof) and exchange period;
(11) voting rights, if any, of such Preferred Stock;
(12) whether interests in such Preferred Stock will be represented by
depositary shares;
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(13) a discussion of any material and/or special United States federal
income tax considerations applicable to such Preferred Stock;
(14) the relative ranking and preferences of such Preferred 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
Stock ranking senior to or on a parity with such series of Preferred Stock
as to dividend rights and rights upon liquidation, dissolution or winding
up of the affairs of the Company; and
(16) any other specific terms, preferences, rights, limitations or
restrictions of such Preferred Stock.
Unless otherwise specified in the Prospectus Supplement, the Preferred
Stock will, with respect to dividend rights and rights upon liquidation,
dissolution or winding up of the Company rank: (i) senior to all classes or
series of Class A Stock of the Company, and to all equity securities issued by
the Company the terms of which specifically provide that such equity securities
rank junior to such Preferred Stock with respect to dividend rights or rights
upon liquidation, dissolution or winding up of the Company; (ii) on a parity
with all equity securities issued by the Company that do not rank senior or
junior to the Preferred Stock with respect to dividend rights or rights upon
liquidation, dissolution or winding up of the Company and (iii) junior to all
equity securities issued by the Company the terms of which do not specifically
provide that such equity securities rank on a parity with or junior to the
Preferred Stock with respect to dividend rights or rights upon liquidation,
dissolution or winding up of the Company (including any entity with which the
Company may be merged or consolidated or to which all or substantially all the
assets of the Company may be transferred or which transfers all or substantially
all of the assets of the Company). As used for these purposes, the term "equity
securities" does not include convertible debt securities.
DESCRIPTION OF CLASS A STOCK
GENERAL
The Company'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, 1998 and 37,500,000 shares of Class B Common Stock, $.001 par value
per share (the "Class B Stock"), 18,762,512 of which were 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).
VOTING RIGHTS; CONVERSION OF CLASS B STOCK
Except for voting rights, the rights of the holders of the Class A Stock
and the Class B Stock are substantially identical. The holders of the Class A
Stock and the holders of the Class B 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. Each share of Class B Stock is convertible at the
option of its holder into one share of Class A Stock at any time. In addition,
each share of Class B Stock converts automatically into one share of Class A
Stock upon the sale or other transfer of such share of Class B Stock to a person
who, or entity which, is not a Permitted Transferee. Permitted Transferees
include (i) Kevin P. Reilly, Sr.; (ii) a descendant of Kevin P. Reilly, Sr.;
(iii) a spouse or surviving spouse (even if remarried) of any individual named
or described in (i) or (ii) above; (iv) 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), (ii)
and (iii) above; and (v) 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), (ii), (iii) and (iv) above.
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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.
The Certificate of Incorporation provides that no such separate class vote shall
be available for increases or decreases in the number of authorized shares of
Class A Stock.
DIVIDENDS; LIQUIDATION RIGHTS
All of the outstanding shares of Common Stock are fully paid and
nonassessable. In the event of the liquidation or dissolution of the Company,
following any required distribution to the holders of outstanding shares of
Preferred Stock, the holders of Common Stock are entitled to share pro rata in
any balance of the corporate assets available for distribution to them. The
Company 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 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 Stock unless simultaneously the same dividend is declared
or paid on each share of the other class of Common Stock, provided that, in the
event of stock dividends, holders of a specific class of Common Stock shall be
entitled to receive only additional shares of such class.
OTHER PROVISIONS
The Common Stock is redeemable in the manner and on the conditions
permitted under Delaware law and as may be authorized by the Board of Directors.
Holders of Common Stock have no preemptive rights.
TRANSFER AGENT
American Stock Transfer and Trust Company serves as the transfer agent and
registrar for the Class A Stock.
DESCRIPTION OF WARRANTS
The Company may issue warrants to purchase Debt Securities (the "Debt
Warrants"), Preferred Stock (the "Preferred Stock Warrants") or Class A Stock
(the "Class A 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 Securities and may be attached to or separate from
such Offered Securities. The Warrants are to be issued under warrant agreements
(each a "Warrant Agreement") to be entered into between the Company and a bank
or trust company, as warrant agent (the "Warrant Agent"), all as shall be set
forth in the Prospectus Supplement relating to the Warrants being offered
pursuant thereto.
DEBT WARRANTS
The applicable Prospectus Supplement will describe the terms of Debt
Warrants offered thereby, 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;
(2) the aggregate number of such Debt Warrants;
(3) the price or prices at which such Debt Warrants will be issued;
(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;
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(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 such right shall expire;
(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; and
(11) any other terms of such Debt Warrants and terms, procedures and
limitations relating to the exercise of such Debt Warrants.
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 of 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 (or premium, if any) or interest, if any, on the
securities purchasable upon such exercise.
OTHER WARRANTS
The applicable Prospectus Supplement will describe the following terms of
Preferred Stock Warrants or Class A Stock Warrants in respect of which this
Prospectus is being delivered:
(1) the title of such Warrants;
(2) the securities for which such Warrants are exercisable;
(3) the price or prices at which such Warrants will be issued;
(4) the number of such Warrants issued with each share of Preferred
Stock or Class A Stock;
(5) any provisions for adjustment of the number or amount of shares of
Preferred Stock or Class A Stock receivable upon exercise of such Warrants
or the exercise price of such Warrants;
(6) if applicable, the date on and after which such Warrants and the
related Preferred Stock or Class A 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;
(9) the date on which the right to exercise such Warrants shall
commence, and the date on which such right shall expire; 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 Stock or Class A
Stock at such exercise price as shall in each case be set forth in, or be
determinable as set forth in, the Prospectus Supplement relating to the Warrants
offered thereby. Warrants may be exercised at any time up to the close of
business on the expiration date set forth in the
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Prospectus Supplement relating to the Warrants offered thereby. 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
relating to the Warrants offered thereby. Upon receipt of payment and the
Warrant certificate properly completed and duly executed at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement, the Company will, as soon as practicable, forward the Debt
Securities or shares of Preferred Stock or Class A Stock purchasable upon such
exercise. If less than all of the Warrants represented by such Warrant
certificate are exercised, a new Warrant certificate will be issued for the
remaining Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities being offered hereby: (i)
directly to purchasers, (ii) through agents, (iii) through dealers, (iv) through
underwriters or (v) through a combination of any such methods of sale.
The distribution of the Offered Securities may be effected from time to
time in one or more transactions either: (i) at a fixed price or prices, which
may be changed, (ii) at market prices prevailing at the time of sale, (iii) at
prices related to such prevailing market prices or (iv) at negotiated prices.
Offers to purchase Offered Securities may be solicited directly by the
Company. Offers to purchase Offered Securities may also be solicited by agents
designated by the Company from time to time. Any such agent, who may be deemed
to be an "underwriter" as that term is defined in the Securities Act, may then
resell such Offered Securities to the public at varying prices to be determined
by such dealer at the time of resale.
If an underwriter is, or underwriters are, utilized in the sale, the
Company will execute an underwriting agreement with such underwriters at the
time of the sale to them, and the names of the underwriters will be set forth in
the Prospectus Supplement, which will be used by the underwriters to make
resales of the Offered Securities in respect of which this Prospectus is
delivered to the public. In connection with the sale of Offered Securities, such
underwriters may be deemed to have received compensation from the Company in the
form of underwriting discounts or commissions and may also receive commissions
from purchasers of Offered Securities for whom they may act as agents.
Underwriters may also sell Offered Securities to or through dealers, and 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 Company
to underwriters in connection with the offering of Offered Securities, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers, will be set forth in the applicable Prospectus Supplement.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with the Company, to indemnification by the
Company against certain civil liabilities, including liabilities under the
Securities Act, or to contribution with respect to payments which they may be
required to make in respect thereof. Underwriters and agents may engage in
transactions with, or perform services for, the Company in the ordinary course
of business.
If so indicated in the applicable Prospectus Supplement, the Company will
authorize underwriters, dealers, or other persons to solicit offers by certain
institutions to purchase Offered Securities 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 to any conditions except that (a) 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, dealers 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 contracts will set forth the price to be paid for
Offered Securities
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pursuant to such contracts, 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 stabilizing and syndicate covering
transactions in accordance with Rule 104 under Regulation M of the Exchange Act.
Rule 104 permits stabilizing 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 a
short position in the underwriters' account. Syndicate covering transactions
involve purchases of Offered Securities in the open market after the
distribution has been completed in order to cover syndicate short positions.
Stabilizing and syndicate covering transactions may cause the price of Offered
Securities to be higher than it would otherwise be in the absence of such
transactions. These transactions, if commenced, may be discontinued at any time.
The anticipated date of delivery of Offered Securities will be set forth in
the applicable Prospectus Supplement relating to each offer.
LEGAL MATTERS
The validity of the Offered Securities will be passed upon for the Company
by Palmer & Dodge LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements 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 Prospectus and
Registration Statement have been incorporated by reference herein and in the
Registration Statement in reliance upon the report of KPMG Peat Marwick 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.
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 Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
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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.
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----
Available Information................... 3
Incorporation of Certain Documents by
Reference............................. 3
Note Regarding Forward-Looking
Statements............................ 4
Risk Factors............................ 5
The Company............................. 9
Use of Proceeds......................... 10
Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends............. 10
General Description of Offered
Securities............................ 10
Description of Debt Securities.......... 10
Description of Preferred Stock.......... 18
Description of Class A Stock............ 19
Description of Warrants................. 20
Plan of Distribution.................... 22
Legal Matters........................... 23
Experts................................. 23
================================================================================
================================================================================
$500,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES
PREFERRED STOCK
CLASS A COMMON STOCK
WARRANTS
[LOGO]
-----------------
PROSPECTUS
-----------------
, 1998
================================================================================
27
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 Company
in connection with the issuance and distribution of the Offered Securities.
SEC registration fee . . . . . . . . . . . . . . . . . . . . $ 147,500
Printing and engraving expenses . . . . . . . . . . . . . . . 300,000
Legal fees and expenses . . . . . . . . . . . . . . . . . . . 200,000
Accounting fees and expenses . . . . . . . . . . . . . . . . 100,000
Rating agency fees . . . . . . . . . . . . . . . . . . . . . 50,000
Transfer agent fees and expenses . . . . . . . . . . . . . . 15,000
Fees and expenses of the Trustee . . . . . . . . . . . . . . 15,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 22,500
Total . . . . . . . . . . . . . . . . . . . $ 850,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
grants Lamar the power to indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that he is or was a director, officer, employee or agent of
Lamar, or is or was serving at the request of Lamar as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with any such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of Lamar, and with to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, no
indemnification shall be made in connection with any proceeding brought by or
in the right of Lamar where the person involved is adjudged to be liable to
Lamar except to the extent approved by a court.
Lamar's By-laws provide that any person who is made a party to any
action or proceeding because such person is or was a director or officer of
Lamar will be indemnified and held harmless against all claims, liabilities and
expenses, including those expenses incurred in defending a claim and amounts
paid or agreed to be paid in connection with reasonable settlements made before
final adjudication with the approval of the Board of Directors, if such person
has not acted, or in the judgement 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.
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 material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an 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 statement 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.
(h) 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, 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)(2) of the Act.
II-2
29
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 ADVERTISING COMPANY
/s/ Kevin P. 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, 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
- --------- ----- ----
/s/ Kevin P. Reilly, Jr. Director and Principal April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
/s/ Jack S. Rome, Jr. Director April 20, 1998
- -------------------------------------
Jack S. Rome, Jr.
/s/ William R. Schmidt Director April 20, 1998
- -------------------------------------
William R. Schmidt
/s/ T. Everett Stewart, Jr. Director April 20, 1998
- -------------------------------------
T. Everett Stewart, Jr.
II-3
30
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.
THE LAMAR CORPORATION
/s/ Kevin P. 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, 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
- --------- ----- ----
/s/ Kevin P. Reilly, Jr. Director and Principal April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director April 20, 1998
- -------------------------------------
T. Everett Stewart, Jr.
II-4
31
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.
LAMAR AIR, LLC
By: THE LAMAR CORPORATION
------------------------------------
its Manager
By: /s/ Kevin P. Reilly, Jr.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-5
32
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.
TLC PROPERTIES, L.L.C.
By: TLC PROPERTIES, INC.
-----------------------------------
its Manager
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-6
33
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 TEXAS LIMITED PARTNERSHIP
By: LAMAR TEXAS GENERAL PARTNER, INC.
-----------------------------------
its General Partner
By: /s/ Kevin P. Reilly, Jr.
-----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-7
34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
MINNESOTA LOGOS, A PARTNERSHIP
By: MINNESOTA LOGOS, INC.
---------------------------------------
its General Partner
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
II-8
35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on 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.
LAMAR TENNESSEE LIMITED PARTNERSHIP
By: THE LAMAR CORPORATION
------------------------------------
its General Partner
By: /s/ Kevin P. Reilly, Jr.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-10
37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
GEORGIA LOGOS, INC.
/s/ T. 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, 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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-11
38
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.
INTERSTATE LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Interstate Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-12
39
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.
FLORIDA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Florida Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-13
40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
KANSAS LOGOS INC.
/s/ T. Everett Stewart, Jr.
-----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Kansas Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-14
41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
KENTUCKY LOGOS, INC.
/s/ T. 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, 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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-15
42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
MICHIGAN LOGOS, INC.
/s/ T. Everett Stewart, Jr.
-----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Michigan Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-16
43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
MINNESOTA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Minnesota Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-17
44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
MISSISSIPPI LOGOS, INC.
/s/ T. 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, 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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-18
45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
MISSOURI LOGOS, INC.
/s/ T. 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, 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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-19
46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
NEBRASKA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Nebraska Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-20
47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
NEVADA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
-----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Nevada Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-21
48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
NEW JERSEY LOGOS, INC.
/s/ T. 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, 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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-22
49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
OHIO LOGOS, INC.
/s/ T. Everett Stewart, Jr.
----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Ohio Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related
Rule 462(b) registration statement or amendment thereto, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-23
50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
OKLAHOMA LOGO SIGNS, INC.
/s/ T. 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, 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/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-24
51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
SOUTH CAROLINA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of South Carolina Logos,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-25
52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
TENNESSEE LOGOS, INC.
/s/ T. Everett Stewart, Jr.
--------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Tennessee Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-26
53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
TEXAS LOGOS, INC.
/s/ T. Everett Stewart, Jr.
---------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Texas Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-27
54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
UTAH LOGOS, INC.
/s/ T. Everett Stewart, Jr.
----------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Utah Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-3 (including Pre- and Post-Effective Amendments), and any related
Rule 462(b) registration statement or amendment thereto, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-28
55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
VIRGINIA LOGOS, INC.
/s/ T. Everett Stewart, Jr.
-------------------------------------
T. Everett Stewart, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Virginia Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-3 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact may do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ T. Everett Stewart, Jr. Director and Principal Executive April 20, 1998
- ------------------------------------- Officer
T. Everett Stewart, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Kevin P. Reilly, Jr. Director April 20, 1998
- -------------------------------------
Kevin P. Reilly, Jr.
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-29
56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF COLORADO
SPRINGS, INC.
/s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Colorado Springs, Inc., hereby severally constitute and appoint Kevin P. Reilly
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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-30
57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF HUNTINGTON-
BRIDGEPORT, INC.
/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
Huntington-Bridgeport, Inc., hereby severally constitute and appoint Kevin P.
Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-31
58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF JACKSON, INC.
/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
Jackson, Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-32
59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF MICHIGAN, INC.
/s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Michigan, Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-33
60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF MISSOURI, INC.
/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
Missouri, Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-34
61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF MOBILE, INC.
/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
Mobile, Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-35
62
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF PENN, INC.
/s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Penn, Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-36
63
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF SOUTH
GEORGIA, INC.
/s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
South Georgia, Inc., hereby severally constitute and appoint Kevin P. Reilly
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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-37
64
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF SOUTH
MISSISSIPPI, INC.
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
South Mississippi, Inc., hereby severally constitute and appoint Kevin P.
Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-38
65
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF
YOUNGSTOWN, INC.
/s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising of
Youngstown, Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-39
66
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR PENSACOLA TRANSIT, INC.
/s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Pensacola Transit,
Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-40
67
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR TENNESSEE LIMITED
PARTNER, INC.
/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 Tennessee Limited
Partner, Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-41
68
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR TEXAS GENERAL PARTNER, INC.
/s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Texas General
Partner, Inc., hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-42
69
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ELECTRICAL, INC.
/s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Electrical, Inc.,
hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-43
70
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
TLC PROPERTIES, INC.
/s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TLC Properties, Inc.,
hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-44
71
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
TLC PROPERTIES II, INC.
/s/ Kevin P. Reilly, Jr.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of TLC Properties II, Inc.,
hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-45
72
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
CANADIAN TODS LIMITED
/s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Canadian TODS Limited,
hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
/s/ T. Everett Stewart, Jr. Director April 20, 1998
- -------------------------------------
T. Everett Stewart, Jr.
II-46
73
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certified that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Baton Rouge, State of Louisiana, on April 20,
1998.
LAMAR ADVERTISING OF SOUTH DAKOTA, INC.
/s/ Kevin P. Reilly, Jr.
-----------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Canadian TODS Limited,
hereby severally constitute and appoint Kevin P. Reilly 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, 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 April 20, 1998
- ------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Director and Principal April 20, 1998
- ------------------------------------- Financial and Accounting Officer
Keith A. Istre
/s/ Charles W. Lamar Director April 20, 1998
- -------------------------------------
Charles W. Lamar
/s/ Gerald H. Marchand Director April 20, 1998
- -------------------------------------
Gerald H. Marchand
II-47
74
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
1.1* -- Form of Underwriting Agreement.
3.1(a) -- Amended and Restated Certificate of Incorporation of Lamar
Advertising Company.
3.2(b) -- Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Lamar Advertising Company.
3.3(c) -- By-Laws of Lamar Advertising Company, as amended.
4.1+ -- Form of Indenture.
4.2(d) -- Specimen certificate for shares of the Class A Common Stock of the
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 accountants of the
Company.
23.3+ -- Consent of Philip R. Friedman and Associates, independent
accountants of Penn Advertising, Inc.
23.4+ -- Consent of Coopers & Lybrand L.L.P., 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.
+ Filed herewith.
(a) Previously filed as Exhibit 3.1 to the Company's Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by reference.
(b) Previously filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 1-12407), and incorporated
herein by reference.
(c) Previously filed as Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by reference.
(d) Previously filed as Exhibit 4.1 to the Company's Registration Statement on
Form S-1 (File No. 333-05479), and incorporated herein by reference.