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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
OCTOBER 1, 1998
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-20833 72-1205791
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUTE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(504) 926-1000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 1, 1998, Lamar Advertising Company (the "Company") acquired
all of the outstanding capital stock of Outdoor Communications, Inc. ("OCI"),
for a purchase price of approximately $385 million, consisting of
approximately $235 million of cash, the assumption of approximately $105
million of debt and the issuance of approximately $45 million of notes to
former OCI shareholders. Pursuant to this acquisition, the Company has
acquired approximately 14,700 outdoor advertising displays in 12 states. Among
the markets included in this acquisition are the following: Birmingham, AL;
Huntsville, AL; Tuscaloosa, AL; Athens, GA; Rome, GA; Decatur, IL; Paducah, KY;
Duluth, MN; St. Cloud, MN; Saginaw, MI; Corinth, MS; Traverse City, MI and
Johnson City, TN.
Funds for the acquisition were provided from borrowings under the
Company's revolving credit facility with a group of banks led by The Chase
Manhattan Bank. The nature and amount of the consideration paid in the
acquisition were determined by negotiation between the Company and OCI
following a bidding process in which OCI solicited proposals from potential
acquirers. Prior to the acquisition there was no material relationship between
OCI or its shareholders and the Company or any of its affiliates, directors or
officers, or any associate of any director or officer of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
To be filed by amendment.
(b) Pro Forma Financial Statements.
To be filed by amendment.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of August 10, 1998
by and among the Company, OCI and the stockholders
of OCI. Filed herewith. Pursuant to Item 601(b)(2)
of Regulation S-K, the schedules referred to in the
Stock Purchase Agreement are omitted. The Registrant
hereby undertakes to furnish supplementally a copy of
any omitted schedule to the Commission upon request.
2.2 First Amendment to the Stock Purchase Agreement dated
August 25, 1998 by and among the Company, OCI and the
stockholders of OCI. Filed herewith.
2.3 Second Amendment to the Stock Purchase Agreement
dated September 30, 1998 by and among the Company,
OCI and the stockholders of OCI. Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 14, 1998 LAMAR ADVERTISING COMPANY
By: /s/ KEITH A. ISTRE
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Keith A. Istre
Treasurer and Chief Financial
Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- -------- -----------
2.1 Stock Purchase Agreement dated as of August 10, 1998 by and among the Company, OCI and the stockholders of OCI.
Filed herewith. Pursuant to Item 601(b)(2) of Regulation S-K, the schedules referred to in the Stock Purchase
Agreement are omitted. The Registrant hereby undertakes to furnish supplementally a copy of any omitted schedule to
the Commission upon request.
2.2 First Amendment to the Stock Purchase Agreement dated August 25, 1998 by and among the Company, OCI and the
stockholders of OCI. Filed herewith.
2.3 Second Amendment to the Stock Purchase Agreement dated September 30, 1998 by and among the Company, OCI and the
stockholders of OCI. Filed herewith.