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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 ROUGE, 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.
This Form 8-K is being amended to provide the historical financial
statements and related notes for OCI (and its predecessor companies OCI Corp. of
Michigan and Mass Communications Corp.) as well as to include pro forma
financial information of the Company giving effect to the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The consolidated balance sheets of OCI as of June 30, 1997 and
June 30, 1998 and consolidated statements of operations,
stockholders' deficit and cash flows for the period April 4,
1996 to June 30, 1996, and the years ended June 30, 1997 and
1998 are filed herewith as Exhibit 99.1 and incorporated
herein by reference.
The consolidated statements of operations, stockholders'
deficit, and cash flows of OCI Corp. of Michigan and
subsidiaries for the period August 1, 1995 through April 3,
1996 are filed herewith as Exhibit 99.2 and incorporated
herein by reference.
The consolidated statements of operations, stockholders'
deficit and cash flows of Mass Communications Corp. and
subsidiary for the period September 1, 1995 through April 3,
1996 are filed herewith as Exhibit 99.3 and incorporated
herein by reference.
(b) Pro Forma Financial Statements.
Unaudited consolidated pro forma financial statements of the
Company giving effect to the OCI acquisition as of June 30,
1998, and for the year ended December 31, 1997 and the six
months ended June 30, 1998 are filed herewith as Exhibit 99.4
and incorporated herein by reference.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of August 10, 1998
by and among the Company, OCI and the stockholders of
OCI. 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.
Previously filed as the same numbered exhibit to the
initial filing of this report.
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2.2 First Amendment to the Stock Purchase Agreement dated
August 25, 1998 by and among the Company, OCI and the
stockholders of OCI. Previously filed as the same
numbered exhibit to the initial filing of this
report.
2.3 Second Amendment to the Stock Purchase Agreement
dated September 30, 1998 by and among the Company,
OCI and the stockholders of OCI. Previously filed as
the same numbered exhibit to the initial filing of
this report.
23.1 Consent of KPMG Peat Marwick LLP, independent
accountants of OCI, OCI Corp. of Michigan, and Mass
Communications Corp. Filed herewith.
99.1 The consolidated balance sheets of OCI as of June 30,
1997 and June 30, 1998 and consolidated statements of
operations, stockholders' deficit and cash flows for
the period April 4, 1996 to June 30, 1996, and the
years ended June 30, 1997 and 1998. Filed herewith.
99.2 The consolidated statements of operations,
stockholders' deficit, and cash flows of OCI Corp. of
Michigan and subsidiaries for the period August 1,
1995 through April 3, 1996. Filed herewith.
99.3 The consolidated statements of operations,
stockholders' deficit and cash flows of Mass
Communications Corp. and subsidiary for the period
September 1, 1995 through April 3, 1996. Filed
herewith.
99.4 Unaudited consolidated pro forma financial statements
of the Company giving effect to the OCI acquisition
as of June 30, 1998, and for the year ended December
31, 1997 and the six months ended June 30, 1998.
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 19, 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
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2.1 Stock Purchase Agreement dated as of August 10, 1998 by and among
the Company, OCI and the stockholders of OCI. 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. Previously filed as the
same numbered exhibit to the initial filing of this report.
2.2 First Amendment to the Stock Purchase Agreement dated August 25,
1998 by and among the Company, OCI and the stockholders of OCI.
Previously filed as the same numbered exhibit to the initial
filing of this report.
2.3 Second Amendment to the Stock Purchase Agreement dated September
30, 1998 by and among the Company, OCI and the stockholders of
OCI. Previously filed as the same numbered exhibit to the initial
filing of this report.
23.1 Consent of KPMG Peat Marwick LLP, independent accountants of
OCI, OCI Corp. of Michigan, and Mass Communications Corp. Filed
herewith.
99.1 The consolidated balance sheets of OCI as of June 30, 1997 and
June 30, 1998 and consolidated statements of operations,
stockholders' deficit and cash flows for the period April 4, 1996
to June 30, 1996, and the years ended June 30, 1997 and 1998.
Filed herewith.
99.2 The consolidated statements of operations, stockholders' deficit,
and cash flows of OCI Corp. of Michigan and subsidiaries for the
period August 1, 1995 through April 3, 1996. Filed herewith.
99.3 The consolidated statements of operations, stockholders' deficit
and cash flows of Mass Communications Corp. and subsidiary for
the period September 1, 1995 through April 3, 1996. Filed
herewith.
99.4 Unaudited consolidated pro forma financial statements of the
Company giving effect to the OCI acquisition as of June 30, 1998,
and for the year ended December 31, 1997 and the six months ended
June 30, 1998. Filed herewith.
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