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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
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 72-1205791
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 926-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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KEVIN P. REILLY, JR.
CHIEF EXECUTIVE OFFICER
LAMAR ADVERTISING COMPANY
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 926-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
with a copy to:
STANLEY KELLER, ESQ.
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MASSACHUSETTS 02108
(617) 573-0100
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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT(1) PRICE(2)(3) FEE
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Debt Securities of Lamar
Advertising Company (the
"Company")(3)
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Guarantees of Co-Registration 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 for Securities Being
Registered for the Account of the
Registrant(5) $409,125,000(6) 100% $409,125,000(6) $113,736.75
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(1) The proposed maximum offering price per unit of the securities being
registered for the account of the Registrant 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 of the securities being
registered for the account of the Registrant 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 $409,125,000.
(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 by the Registrant for its own account pursuant to this
Registration Statement exceed $409,125,000 or the equivalent thereof in one
or more foreign currencies, foreign currency units or composite currencies.
The aggregate amount of Lamar Class A common stock registered hereunder for
the account of the Registrant 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.
(6) Does not include securities having an aggregate maximum offering price equal
to $90,875,000 eligible to be sold under the Registrant's Registration
Statement on Form S-3 (No. 333-50559), which are being carried forward to
this Registration Statement. The amount of the filing fee associated with
such securities which was previously paid in connection with the earlier
registration statement is $26,808.
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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 SAID SECTION 8(a),
MAY DETERMINE.
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Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement relates to $409,125,000 of securities registered hereby and to the
$90,875,000 of securities remaining unsold under Registration Statement on Form
S-3 (No. 333-50559) previously filed by the Registrant.
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TABLE OF CO-REGISTRANTS
STATE OR OTHER
JURISDICTION IRS EMPLOYER
EXACT NAME OF REGISTRANT OF INCORPORATION IDENTIFICATION
AS SPECIFIED IN ITS CHARTER OR ORGANIZATION NUMBER
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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 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
Lamar OCI South Corporation............................... Mississippi 64-0520092
Lamar OCI North Corporation............................... Delaware 38-2885263
Lamar Advertising of Greenville, Inc...................... Mississippi 64-0577713
Lamar Advertising of West Virginia, Inc................... West Virginia 55-0670806
Lamar Advertising of Ashland, Inc......................... Kentucky 61-1071047
American Signs, Inc....................................... Washington 91-1642046
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The information in this prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and Lamar Advertising Company is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 5, 1999
PROSPECTUS
$500,000,000
LAMAR ADVERTISING COMPANY
DEBT SECURITIES, PREFERRED STOCK, CLASS A COMMON STOCK AND WARRANTS
Lamar Advertising Company may offer to the public from time to time in one
or more series or issuances:
- debt securities consisting of debentures, notes or other evidences of
indebtedness;
- shares of its preferred stock;
- shares of its Class A common stock; or
- warrants to purchase Class A common stock, preferred stock or debt
securities.
Lamar Class A common stock trades on the Nasdaq National Market under the
symbol "LAMR". Any Class A common stock sold by means of a prospectus supplement
to this prospectus may be listed on the Nasdaq National Market.
This prospectus provides you with a general description of the securities
that we may offer. Each time we or the selling stockholders sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information" beginning on
page 2 of this prospectus before you make your investment decision.
In this prospectus, "Lamar," "we," "us" and "our" refer to Lamar
Advertising Company, excluding, unless the context otherwise requires, its
subsidiaries.
SEE RISK FACTORS BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN THESE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR ANY ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus may not be used to sell securities unless it is accompanied
by a prospectus supplement.
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The date of this prospectus is , 1999.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available on the SEC's
Website at "http://www.sec.gov." Copies of these materials can also be inspected
and copied at the office of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20006-1500.
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 prior to the sale of all the shares covered
by this prospectus:
- Annual Report on Form 10-K for the year ended December 31, 1997;
- Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
June 30, 1998 and September 30, 1998;
- Current Reports on Form 8-K/A filed with the SEC on April 17, 1998 and
October 19, 1998 and Current Reports on Form 8-K filed with the SEC on
June 5, 1998, June 26, 1998, August 14, 1998, October 15, 1998, December
22, 1998 and December 23, 1998;
- The consolidated financial statements of Penn Advertising, Inc. and
Subsidiary contained in our Current Report on Form 8-K/A filed with the
SEC 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 our Current Report on Form 8-K/A filed
with the SEC on October 27, 1997; and
- The description of the Class A Common Stock contained in our Registration
Statement on Form 8-A, filed with the SEC on June 7, 1996, as amended by
Form 8-A/A filed with the Commission on July 31, 1996.
You may request a copy of these filings, at no cost, by writing or
telephoning using the following contact information:
Shareholder Services
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, LA 70808
(225) 926-1000
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
contained in and incorporated by reference into this prospectus. We are offering
to sell securities and soliciting offers to buy securities only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or any sale of securities offered by this
prospectus.
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LAMAR ADVERTISING COMPANY
Lamar Advertising Company is one of the largest and most experienced owners
and operators of outdoor advertising structures in the United States. We conduct
a business that has operated under the Lamar name since 1902. As of December 1,
1998, we operated approximately 70,400 displays in 36 states. We also operate
the largest logo sign business in the United States. Logo signs are signs
located near highway exits which deliver brand name information on available
gas, food, lodging and camping services. As of December 1, 1998, we maintained
over 73,500 logo sign displays in 18 states. We also operate transit advertising
displays on bus shelters, bus benches and buses in several markets.
Lamar's principal executive office is located at 5551 Corporate Boulevard,
Baton Rouge, Louisiana 70808 and our telephone number at that location is (225)
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 of 1933 and Section 21E of the Securities Exchange Act of 1934. These are
statements that relate to future periods and include statements about our:
- expected operating results
- market opportunities
- acquisition opportunities
- ability to compete and
- stock price.
Generally, the words "anticipates," "believes," "expects," "intends" and
similar expressions identify forward-looking statements. These forward-looking
statements involve known and unknown risks, uncertainties and other important
factors that could cause our actual results, performance or achievements, or
industry results, to differ materially from any future results, performance or
achievements expressed or implied by these forward-looking statements. These
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 that we acquire and our 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." The forward-looking statements contained in this prospectus speak only
as of the date of this prospectus. We expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any forward-looking
statement contained in this prospectus to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on
which any forward-looking statement is based.
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RISK FACTORS
If you purchase securities offered by this prospectus and the accompanying
prospectus supplement, you will take on financial risk. In deciding whether to
invest, you should carefully consider the following factors, the information
contained in this prospectus, the accompanying prospectus supplement and the
other information that we have referred you to.
It is especially important to keep these risk factors in mind when you read
forward-looking statements.
SIGNIFICANT FIXED PAYMENTS ON OUR DEBT INCREASES UNCERTAINTY AND REDUCES
FLEXIBILITY IN OPERATIONS
We have borrowed substantial amounts of money in the past and may borrow more
money in the future. At December 31, 1998, we had approximately $880 million of
debt outstanding consisting of approximately $250 million in bank debt, $558
million in various series of senior subordinated notes and $72 million in
various other short-term and long-term debt.
A large part of our cash flow from operations must be used to make principal and
interest payments on our debt. If our operations make less money in the future,
we may need to borrow to make these payments. In addition, we finance most of
our acquisitions through borrowings under our bank credit facility which has a
total committed amount of $500 million in term and revolving credit loans. As of
December 31, 1998, we only had approximately $250 million available to borrow
under this credit facility. Since our borrowing capacity under our credit
facility is limited, we may not be able to continue to finance future
acquisitions at our historical rate with borrowings under our credit facility.
We may need to borrow additional amounts or seek other sources of financing to
fund future acquisitions. We cannot guarantee that such additional financing
will be available or available on favorable terms. We also may need the consent
of the banks under our credit facility, or the holders of other indebtedness, to
borrow additional money.
Some of our competitors may have less debt and, therefore, may have more
flexibility to operate their businesses and use their cash flow from operations.
RESTRICTIONS IN DEBT AGREEMENTS REDUCE OPERATING FLEXIBILITY AND CREATE
POTENTIAL FOR DEFAULTS
The terms of our credit facility and the indentures relating to our outstanding
notes restrict, among other things, our ability to:
- - dispose of assets
- - incur or repay debt
- - create liens and
- - make investments.
Under our credit facility we must maintain specified financial ratios and levels
including:
- - cash interest coverage
- - fixed charge coverage
- - senior debt ratios and
- - total debt ratios.
Failure to comply with these tests may cause all amounts outstanding under the
credit facility to become immediately due. If this were to occur, it would
create serious financial problems for us. Our ability to comply with these
restrictions, and any similar restrictions in future agreements, depends on our
operating performance. Because our performance is subject to prevailing
economic, financial and business conditions and other factors that are beyond
our control, we may be unable to comply with these restrictions in the future.
CHANGES IN ECONOMIC AND ADVERTISING TRENDS COULD HURT OUR BUSINESS
We sell advertising space to generate revenues. A decrease in demand for
advertising space could adversely affect our business. General economic
conditions and trends in the advertising industry affect the amount of
advertising space purchased. A reduction in money spent on our displays could
result from:
- - a general decline in economic conditions
- - a decline in economic conditions in particular markets where we conduct
business
- - a reallocation of advertising expenditures to other available media by
significant users of our displays or
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- - a decline in the amount spent on advertising in general.
ELIMINATION OF TOBACCO ADVERTISING WILL REDUCE OUR REVENUES
In November 1998, the U.S. tobacco companies and attorneys general of 8 states
agreed to the terms of a new national tobacco settlement. This new proposed
settlement, unlike the previous proposed settlement which collapsed in June 1998
after Congress failed to enact the required legislation, does not require
federal government approval. A total of forty-six states, the District of
Columbia and five territories have agreed to sign on to this new proposed
settlement. Under its terms, tobacco companies will discontinue all advertising
on billboards and buses in these jurisdictions. The remaining four states have
already reached separate settlements of litigation with the tobacco industry. We
have already removed all of our tobacco billboards and advertising in these four
states in compliance with the settlement deadlines.
When the latest settlement is finalized, we estimate that all of our current
revenues from tobacco advertising will come to an end in April 1999. Our
revenues from tobacco advertising totaled $17.7 million for 1997 and $14.6
million for the year ended December 31, 1998. Management currently estimates
based on available information that approximately $18 to $19 million in tobacco
advertising revenues will be lost in 1999 as a result of this settlement.
When fully implemented, the ban on outdoor advertising of tobacco products
provided in the settlement will decrease our outdoor advertising revenues and
increase our available inventory. An increase in available inventory could cause
us to reduce our rates or limit our ability to raise rates. If we are unable to
replace our revenues from tobacco advertising before the tobacco settlement is
fully implemented, this settlement will have an adverse effect on our results of
operations.
REGULATION OF OUTDOOR ADVERTISING IMPACTS OUR OPERATIONS
Our operations are significantly impacted by federal, state and local government
regulation of the outdoor advertising business.
The federal government conditions federal highway assistance on states imposing
location restrictions on the placement of billboards on primary and interstate
highways. Federal laws also impose 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. Some local governments have enacted ordinances which require
removal of billboards by a future date. Others prohibit the construction of new
billboards and the reconstruction of significantly damaged billboards, or allow
new construction only to replace existing structures.
Local laws which mandate removal of billboards at a future date often do not
provide for payment to the owner for the loss of structures that are required to
be removed. Certain federal and state laws require payment of compensation in
such circumstances. Local laws that require the removal of a billboard without
compensation have been challenged in state and federal courts with conflicting
results. Accordingly, we may not be successful in negotiating acceptable
arrangements when our displays have been subject to removal under these types of
local laws.
Additional regulations 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. Additional regulations or
changes in the current laws regulating and affecting outdoor adverting at the
federal, state or local level may have a material adverse effect on our results
of operations.
CONTINUING TO GROW BY ACQUISITIONS MAY BECOME MORE DIFFICULT AND INVOLVES COSTS
AND UNCERTAINTIES
We have substantially increased our inventory of advertising displays through
acquisitions. Our operating strategy involves making purchases in markets where
we currently compete as well as in new markets. However, the following factors
may affect our ability to continue to pursue this strategy effectively.
- - The outdoor advertising market has been consolidating, and this may adversely
affect our ability to find suitable candidates for purchase.
- - We are also likely to face increased competition from other outdoor
advertising companies for
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the companies or assets we wish to purchase. Increased competition may lead to
higher prices for outdoor advertising companies and assets and decrease those
we are able to purchase.
- - We do not know if we will have sufficient capital resources to make purchases,
obtain any required consents from our lenders, or find acquisition
opportunities with acceptable terms.
- - From January 1, 1997 to December 31, 1998, we completed 64 transactions
involving the purchase of complementary outdoor advertising assets, the most
significant of which was the acquisition on October 1, 1998 of Outdoor
Communications, Inc. for $385 million. We must integrate these acquired assets
and businesses into our existing operations. This process of integration may
result in unforeseen difficulties and could require significant time and
attention from our management that would otherwise be directed at developing
our existing business. Further, we cannot be certain that the benefits and
cost savings that we anticipate from these purchases will develop.
COMPETITION FROM LARGER OUTDOOR ADVERTISERS AND OTHER FORMS OF ADVERTISING COULD
HURT OUR PERFORMANCE
We cannot be sure that in the future we will compete successfully against the
current and future sources of outdoor advertising competition and competition
from other media. The competitive pressure that we face could adversely affect
our profitability or financial performance. We face competition from other
outdoor advertising companies, some of which may be larger and better financed
than we are, as well as from other forms of media, including television, radio,
newspapers and direct mail advertising. We must also compete with an increasing
variety of other out-of-home advertising media that include advertising displays
in shopping centers, malls, airports, stadiums, movie theaters and supermarkets,
and on taxis, trains and buses.
In our logo sign business, we currently face competition for state-awarded
service contracts from two other logo sign providers as well as local companies.
Initially, we compete for state-awarded service contracts as they are
privatized. Because these contracts expire after a limited time, we must compete
to keep our existing contracts each time they are up for renewal.
POTENTIAL LOSSES RESULTING FROM THE FAILURE OF OUR CONTINGENCY PLANS RELATING TO
HURRICANES COULD HURT OUR BUSINESS
Although we have developed contingency plans designed to deal with the threat
posed to our advertising structures by hurricanes, we cannot guarantee that
these plans will work. If these plans fail, significant losses could result.
A significant portion of our structures is 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, we have incurred
significant losses due to severe storms. These losses resulted from structural
damage, overtime compensation, loss of billboards that could not be replaced
under applicable laws and reduced occupancy because billboards were out of
service.
We have determined that it is not economical to obtain insurance against losses
from hurricanes and other storms. Instead, we have developed contingency plans
to deal with the threat of hurricanes. For example, we attempt to remove the
advertising faces on billboards at the onset of a storm, when possible, which
permits the structures to better withstand high winds during a storm. We then
replace these advertising faces after the storm has passed. However, these plans
may not be effective in the future and, if they are not, significant losses may
result.
LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL
A growing portion of our revenues and operating income come from our
state-awarded service contracts for logo signs. We cannot predict what remaining
states, if any, will start logo sign programs or convert state-run logo sign
programs to privately operated programs. We compete with many other parties for
new state-awarded service contracts for logo signs. Even when we are awarded
such a contract, the award may be challenged under state contract bidding
requirements. If an award is challenged, we may incur delays and litigation
costs.
Generally, state-awarded logo sign contracts have a term, including renewal
options, of ten to twenty years. States may terminate a contract early, but in
most cases must pay compensation to the logo sign provider for early
termination. Typically, at
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the end of the term of the contract, ownership of the structures is transferred
to the state without compensation to the logo sign provider. Of our current logo
sign contracts, one is due to terminate in September 1999 and two are subject to
renewal, one in May 1999 and another in June 2000. We cannot guarantee that we
will be able to obtain new logo sign contracts or renew our existing contracts.
In addition, after we receive a new state-awarded logo contract, we generally
incur significant start-up costs. We cannot guarantee that we will continue to
have access to the capital necessary to finance those costs.
LOSS OF KEY EXECUTIVES COULD AFFECT OUR OPERATIONS
Our success depends to a significant extent upon the continued services of our
executive officers and other key management and sales personnel. Kevin P.
Reilly, Jr., our Chief Executive Officer, our six regional managers and the
manager of our logo sign business, in particular, are essential to our continued
success. Although we have designed our incentive and compensation programs to
retain key employees, we have no employment contracts with any of our employees
and none of our executive officers have signed non-compete agreements. We do not
maintain key man insurance on our executives. If any of our executive officers
or other key management and sales personnel stopped working with us in the
future, it could have an adverse effect on our business.
CONTROLLING STOCKHOLDER CAN CONTROL VOTE TO EXCLUSION OF PURCHASERS OF CLASS A
COMMON STOCK
Purchasers of the Class A common stock offered under this prospectus will be
minority stockholders. They will have no control over the management or business
practices of the company. Kevin P. Reilly, Jr., our Chief Executive Officer, is
the managing general partner of the Reilly Family Limited Partnership. On the
date of this prospectus, this partnership beneficially owns all of the
outstanding shares of Class B common stock, which shares represent approximately
80.5% total voting power of the Common Stock as of December 31, 1998. As a
result, Mr. Reilly, or his successor as managing general partner, controls the
outcome of matters requiring a stockholder vote. These matters include electing
directors, amending our certificate of incorporation or by-laws, adopting or
preventing certain mergers or other similar transactions, such as a sale of
substantially all of our assets. Mr. Reilly would also decide the outcome of
transactions that could give the holders of our Class A common stock the
opportunity to realize a premium over the then-prevailing market price for their
shares.
Further, subject to contractual restrictions and general fiduciary obligations,
we are not prohibited from engaging in transactions with management or our
principal stockholders or with entities in which members of management or our
principal stockholders have an interest. Our certificate of incorporation does
not provide for cumulative voting in the election of directors and,
consequently, the Reilly Family Limited Partnership can elect all the directors.
CERTAIN ANTI-TAKEOVER PROVISIONS MAY MAKE IT HARDER TO SELL THE COMPANY OR
AFFECT THE MARKET PRICE OF CLASS A COMMON STOCK
Certain provisions of our certificate of incorporation and by-laws may
discourage a third party from offering to purchase the company. These
provisions, therefore, inhibit actions that would result in a change in control
of the company. Some of these actions would otherwise give the holders of the
Class A common stock the opportunity to realize a premium over the
then-prevailing market price of their stock.
These provisions may also adversely affect the market price of the Class A
common stock. For example, under our certificate of incorporation we can issue
"blank check" preferred stock with such designations, rights and preferences as
our board of directors determines from time to time. If it is issued, this type
of preferred stock could be used as a method of discouraging, delaying or
preventing a change in control of the company. In addition, if we issue
preferred stock, it may adversely affect the voting and dividend rights, rights
upon liquidation and other rights of the holders of Class A common stock. We do
not currently intend to issue any shares of this type of preferred stock, but we
retain the right to do so in the future.
Furthermore, we are subject to Section 203 of the Delaware General Corporation
Law, which may discourage takeover attempts. The Reilly Family Limited
Partnership, furthermore, has the voting power to approve or reject any takeover
proposal.
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CHANGES IN OUR STOCK PRICE COULD EXPOSE YOUR INVESTMENT TO LOSS
From time to time, the market price for the Class A common stock may change
dramatically. These changes could occur at any time and could lead to the loss
of a significant amount of your investment.
Our quarterly operating results, changes in earning estimates by analysts,
changes in general conditions in our industry, in the economy, in the financial
markets or other developments that affect us, could cause the market price of
the Class A common stock to fluctuate substantially.
Fluctuations in the market price of the Class A common stock may also occur
because we have some degree of seasonality in our earnings and operating
results. Typically, we experience our strongest financial performance in the
summer and our lowest in the winter. We expect this trend to continue in the
future. Because a significant portion of our expenses is fixed, a decrease in
revenues in any quarter will likely produce a period to period decline in our
operating performance and net earnings.
The stock market has also experienced significant price and volume fluctuations
in recent years. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to operating
performance.
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USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of the securities offered by this
prospectus for general corporate purposes, which may include the repayment,
refinancing, redemption or repurchase of existing indebtedness or capital stock,
working capital, capital expenditures, acquisitions of outdoor advertising
assets and businesses and investments. Additional information on the use of net
proceeds from the sale of securities offered by this prospectus may be set forth
in the prospectus supplement relating to such offering.
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth our ratio of earnings to combined fixed
charges and preferred stock dividends on a historical basis for the periods
indicated (dollars in thousands):
NINE MONTHS
ENDED
YEARS ENDED OCTOBER 31, YEAR ENDED SEPTEMBER 30,
-------------------------- DECEMBER 31, -------------
1993 1994 1995 1996 1997 1997 1998
----- ---- ---- ---- ------------ ----- -----
Ratio of Earnings to Fixed
Charges(1).......................... 1.0x 1.3x 1.4x 1.8x 1.2x 1.4x 1.3x
Ratio of Earnings to Fixed Charges and
preferred stock Dividends(2)........ 1.0x 1.3x 1.4x 1.8x 1.1x 1.4x 1.3x
Coverage Deficiency................... $ 177 N/A N/A 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 September 30, 1997 and 1998, respectively. The
Class A preferred stock is entitled to a cumulative annual preferential
dividend of $63.80 per share.
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DESCRIPTION OF DEBT SECURITIES
We will issue the debt securities offered by this prospectus and any
accompanying prospectus supplement (the "Debt Securities") under an indenture
(the "Indenture") to be entered into by Lamar, the subsidiaries of Lamar, if
any, that may guarantee the payment obligations of Lamar under any series of
Debt Securities (the "Guarantors"), 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, as in effect
on the date of the Indenture. We have filed a copy of the proposed form of
Indenture as an exhibit to the registration statement in which this prospectus
is included. Each Indenture will be subject to and governed by the terms of the
Trust Indenture Act of 1939.
We 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
Lamar and will rank equally with all of our other unsecured indebtedness.
The following statements relating to the Debt Securities and the Indenture
are summaries and do not purport to be complete, and are subject in their
entirety to the detailed provisions of the Indenture.
GENERAL
We may issue the Debt Securities in one or more series with the same or
various maturities, at par, at a premium, or at a discount. We will describe the
particular terms of each series of Debt Securities in a prospectus supplement
relating to such series, which we will file with the SEC. To review the terms of
a series of Debt Securities, you must refer to both the prospectus supplement
for the particular series and to the description of Debt Securities in this
prospectus.
The prospectus supplement will set forth the following terms of the Debt
Securities in respect of which this prospectus is delivered:
(1) the title;
(2) the aggregate principal amount;
(3) the issue price or prices (expressed as a percentage of the aggregate
principal amount thereof);
(4) any limit on the aggregate principal amount;
(5) the date or dates on which principal is payable;
(6) the interest rate or rates (which may be fixed or variable) or, if
applicable, the method used to determine such rate or rates;
(7) the date or dates from which such interest, if any, will be payable and any
regular record date for the interest payable;
(8) the place or places where principal and, if applicable, premium and
interest, is payable;
(9) the terms and conditions upon which Lamar may, or the holders may require
Lamar to, redeem or repurchase the Debt Securities;
(10) the denominations in which such Debt Securities may be issuable, if other
than denominations of $1,000 or any integral multiple thereof;
(11) whether the Debt Securities are to be issuable in the form of certificated
Debt Securities (as described below) or global Debt Securities (as
described below);
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(12) the portion of principal amount that will be payable upon declaration of
acceleration of the maturity date if other than the principal amount of the
Debt Securities;
(13) the currency of denomination;
(14) the designation of the currency, currencies or currency units in which
payment of principal and, if applicable, premium and interest, will be
made;
(15) if payments of principal and, if applicable, premium or interest, on the
Debt Securities are to be made in one or more currencies or currency units
other than the currency of denomination, the manner in which the exchange
rate with respect to such payments will be determined;
(16) if amounts of principal and, if applicable, premium and interest may be
determined (a) by reference to an index based on a currency or currencies
other than the currency of denomination or designation or (b) by reference
to a commodity, commodity index, stock exchange index or financial index,
then the manner in which such amounts will be determined;
(17) the provisions, if any, relating to any security provided for such Debt
Securities;
(18) any addition to or change in the covenants and/or the acceleration
provisions described in this prospectus or in the Indenture;
(19) any Events of Default, if not otherwise described begin under "-- Events of
Default";
(20) the terms and conditions for conversion into or exchange for shares of
Class A common stock or preferred stock;
(21) any other terms, which may modify or delete any provision of the Indenture
insofar as it applies to such series;
(22) any depositaries, interest rate calculation agents, exchange rate
calculation agents or other agents;
(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 Lamar or any Guarantor; and
(24) the form and terms of any guarantee.
We may issue discount Debt Securities that provide for an amount less than
the stated principal amount to be due and payable upon acceleration of the
maturity of such Debt Securities in accordance to the terms of the Indenture
("Discount Securities"). We may also issue Debt Securities in bearer form, with
or without coupons. If we issue Discount Securities or Debt Securities in bearer
form, we will describe United States federal income tax considerations and other
special considerations which apply such Debt Securities in the applicable
prospectus supplement.
We may issue Debt Securities denominated in or payable in a foreign
currency or currencies or a foreign currency unit or units. If we do so, we will
describe 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 in the
applicable prospectus supplement.
EXCHANGE AND/OR CONVERSION RIGHTS
If we issue Debt Securities which may be exchanged for or converted into
shares of Class A common stock or preferred stock, we will describe the term of
exchange or conversion in the prospectus supplement relating to such Debt
Securities.
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TRANSFER AND EXCHANGE
We may issue Debt Securities that will be represented by either:
(1) "book-entry securities," which means that there will be one or more global
securities registered in the name of The Depository Trust Company, as
Depository (the "Depository"), or a nominee of the Depository; or
(2) "certificated securities," which means that they will be represented by a
certificate issued in definitive registered form.
We will specify in the prospectus supplement applicable to a particular
offering whether the Debt Securities offered will be book-entry or certificated
securities. 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
If you hold certificated Debt Securities, you may transfer or exchange such
debt securities at the Trustee's office or at the paying agency in accordance
with the terms of the Indenture. You will not be charged a service charge for
any transfer or exchange of certificated Debt Securities, but may be required to
pay an amount sufficient to cover any tax or other governmental charge payable
in connection with such transfer or exchange.
You may effect the transfer of certificated Debt Securities and of the
right to receive the principal of, premium, and/or interest, if any, on such
certificated Debt Securities only by surrendering the certificate representing
such certificated Debt Securities and having us or the Trustee issue a new
certificate to the new holder.
GLOBAL DEBT SECURITIES AND BOOK ENTRY SYSTEM
The Depository has indicated that it would follow the procedures described
below to book-entry Debt Securities.
Beneficial interests in book-entry Debt Securities may be owned only by
persons that have accounts with the Depository for the related global Debt
Security ("participants") or persons that hold interests through participants.
Upon the issuance of a global Debt Security, the Depository will credit, on its
book-entry registration and transfer system, each participants' account with the
principal amount of the book-entry Debt Securities represented by such Global
Debt Security that is beneficially owned by such participant. The accounts to be
credited will 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 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 described 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 of such securities under the Indenture.
Accordingly, each person who beneficially owns book-entry Debt Securities and
desires to exercise its rights as a holder under the Indenture, must rely on the
procedures of
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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 such rights.
We understand, 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. Lamar and its
agents, and the Guarantors, if any, the Trustee, and any of their 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 under the Indenture.
Payments of principal and, if applicable, premium 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. Lamar
and its agents, and the Guarantors, if any, the Trustee, and any of their agents
will not 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.
We expect 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 amounts of book-entry Debt Securities held by each such participant as
shown on the records of the Depository. We also expect 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." Such payments 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 Securities
Exchange Act of 1934, we will appoint a successor Depository. If we do not
appoint a successor Depository registered as a clearing agency under the
Securities Exchange Act of 1934 within 90 days, we will issue certificated Debt
Securities in exchange for each global Debt Security. In addition, we may at any
time and in our 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 (see "Events of Default" below) 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. We expect that such instructions will be based upon
directions received by the Depository from participants.
We obtained the information in this section concerning the Depository and
the Depository's book-entry system from sources we believe to be reliable, but
we do not take any responsibility for the accuracy of such information.
NO PROTECTION IN THE EVENT OF CHANGE OF CONTROL
The Indenture does not have any covenants or other provisions 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. If we
offer any such covenants or provisions with respect to any Debt Securities in
the future, we will describe them in the applicable prospectus supplement.
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 our business or operations, the pledging of our
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assets or the incurrence by us of indebtedness. We will describe in the
applicable prospectus supplement any material covenants in respect of a series
of Debt Securities.
With respect to any series of senior subordinated Debt Securities, we will
agree not to issue debt which is, expressly by its terms, subordinated in right
of payment to any other debt of Lamar and which is not ranked on a parity with,
or subordinate and junior in right of payment to, the senior subordinated Debt
Securities.
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may not consolidate with or merge with or into, or sell, convey, assign,
transfer or lease all or substantially all of our properties and assets, and we
may not permit any of our significant subsidiaries to engage in a transaction
which would result in such a sale, conveyance, assignment, transfer or lease
unless:
(1) we are the surviving corporation or, if we are not the surviving
corporation, the successor person is (a) a corporation, partnership, trust
or other entity organized and validly existing under the laws of the United
States, any state or the District of Columbia and (b) expressly assumes our
obligations under the Debt Securities and under the Indenture and, (c) in
either case, the Indenture remains in full force and effect; and
(2) immediately before and after giving effect to the transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default, has occurred and is continuing under the
Indenture.
EVENTS OF DEFAULT
Unless otherwise specified in the applicable prospectus supplement, the
following events will be Events of Default under the Indenture with respect to
Debt Securities of any series:
(1) we fail to pay any principal of, or premium, if any, when it becomes due;
(2) we fail to pay any interest within 30 days after it becomes due;
(3) we fail to observe or perform 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
outstanding Debt Securities of that series;
(4) we are in default under one or more agreements, instruments, mortgages,
bonds, debentures or other evidences of indebtedness under which we or any
significant subsidiaries then has more than $10 million in outstanding
indebtedness, 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;
(5) any final judgment or judgments which can no longer be appealed for the
payment of more than $10 million in money (not covered by insurance) is
rendered against us or any of our significant subsidiaries and has not been
discharged for any period of 60 consecutive days during which a stay of
enforcement is not in effect; and
(6) certain events occur involving bankruptcy, insolvency or reorganization of
Lamar or any of our significant subsidiaries.
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 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.
If an Event of Default (other than an Event of Default resulting from
certain events of bankruptcy, insolvency or reorganization) occurs, and is
continuing, then the Trustee or the holders of not less than 25% in aggregate
principal amount of the outstanding Debt Securities of any series may accelerate
the maturity of such Debt Securities. If this happens, the entire principal
amount of all the outstanding Debt
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Securities of such series plus accrued interest to the date of acceleration will
be immediately due and payable. At any time after such acceleration, but before
a judgment or decree based on such acceleration is obtained by the Trustee, the
holders of a majority in aggregate principal amount of outstanding Debt
Securities of such series may rescind and annul such acceleration if (1) all
Events of Default (other than nonpayment of accelerated principal, premium or
interest) have been cured or waived, (2) all overdue interest and overdue
principal has been paid and (3) such rescission would not conflict with any
judgment or decree. In addition, if such acceleration occurs at any time when
the Senior Credit Facility is in full force and effect, the Debt Securities of
such series shall not become payable until the earlier to occur of (1) 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 (2) the acceleration of any indebtedness under the Senior Credit Facility.
If an Event of Default resulting from certain events of bankruptcy,
insolvency or reorganization occurs, 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 outstanding Debt
Securities of a series 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 under the
Indenture, unless:
(1) such holder gives to the Trustee written notice of a continuing Event of
Default;
(2) the holders of at least 25% in aggregate principal amount of the outstanding
Debt Securities of such series make a written request and offer reasonable
indemnity to the Trustee to institute such proceeding as a trustee;
(3) the Trustee fails to institute such proceeding within 60 days of such
request; and
(4) the holders of a majority in aggregate principal amount of the outstanding
Debt Securities of such series do not give the Trustee a direction
inconsistent with such request during such 60-day period.
However, such limitations do not apply to a suit instituted for payment on Debt
Securities of any series on or after the due dates expressed in such Debt
Securities.
MODIFICATION AND WAIVER
From time to time, we 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:
(1) to provide that the surviving entity following a change of control of Lamar
permitted under the Indenture shall assume all of our obligations under the
Indenture and Debt Securities;
(2) to provide for uncertificated Debt Securities in addition to certificated
Debt Securities;
(3) to comply with any requirements of the SEC under the Trust Indenture Act of
1939;
(4) to cure any ambiguity, defect or inconsistency, or make any other change
that does not adversely affect the rights of any holder;
(5) to issue and establish the form and terms and conditions; and
(6) to appoint a successor Trustee under the Indenture with respect to one or
more series.
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From time to time we and the Trustee may, with the consent of holders of at
least a majority in principal amount of the outstanding Debt Securities of a
series, but without the consent of each holder affected by such action, modify
or supplement the Indenture or the Debt Securities of one or more series in
order to:
(1) reduce the amount of Debt Securities whose holders must consent to an
amendment, supplement, or waiver to the Indenture or such Debt Security;
(2) reduce the rate of or change the time for payment of interest;
(3) reduce the principal of or premium on or change the stated maturity;
(4) make any Debt Security payable in money other than that stated in the Debt
Security;
(5) change the amount or time of any payment required or reduce the premium
payable upon any redemption, or change the time before which no such
redemption may be made;
(6) waive a default on the payment of the principal of, interest on, or
redemption payment;
(7) take any other action otherwise prohibited by the Indenture to be taken
without the consent of each holder by affected such action.
DEFEASANCE OF DEBT SECURITIES AND CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
The Indenture permits us, at any time, to elect to discharge our
obligations with respect to one or more series of Debt Securities by following
certain procedures described in the Indenture. These procedures will allow us
either:
(1) to defease and be discharged from any and all of our obligations with
respect to any Debt Securities except for the following obligations (which
discharge is referred to as "legal defeasance"):
(a)to register the transfer or exchange of such Debt Securities;
(b)to replace temporary or mutilated, destroyed, lost or stolen Debt
Securities;
(c)to compensate and indemnify the Trustee; or
(d)to maintain an office or agency in respect of the Debt Securities and to
hold monies for payment in trust; or
(2) to be released from our obligations with respect to the Debt Securities
under certain covenants contained in the Indenture, as well as any
additional covenants which may be contained in the applicable prospectus
supplement (which release is referred to as "covenant defeasance").
In order to exercise either defeasance option, we must deposit with the
Trustee or other qualifying trustee, in trust for such purpose:
(1) money;
(2) U.S. Government Obligations (as described below) or Foreign Government
Obligations (as described below) which through the scheduled payment of
principal and interest in accordance with their terms will provide money; or
(3) a combination of money and/or U.S. Government Obligations and/or Foreign
Government Obligations sufficient in the written opinion of a
nationally-recognized firm of independent accountants to provide money;
which in each case specified in clauses (1) through (3) above, provides a
sufficient amount to pay the principal of, premium, if any, and interest, if
any, on the Debt Securities of a series, on the scheduled due dates or on a
selected date of redemption in accordance with the terms of the Indenture.
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In addition, defeasance may be effected only if, among other things:
(1) in the case of either legal or covenant defeasance, we deliver to the
Trustee an opinion of counsel, as specified in the Indenture, stating that
as a result of such defeasance neither the trust nor the Trustee will be
required to register as an investment company under the Investment Company
Act of 1940;
(2) in the case of legal defeasance, we deliver to the Trustee an opinion of
counsel stating that we have received from, or there has been published by,
the Internal Revenue Service a ruling to the effect that, or there has been
a change in any applicable federal income tax law with the effect that, and
such opinion shall confirm that, the holders of outstanding Debt Securities
will not recognize income, gain or loss for United States federal income tax
purposes solely as a result of such legal defeasance and will be subject to
United States federal income tax on the same amounts, in the same manner,
including as a result of prepayment, and at the same times as would have
been the case if such defeasance had not occurred;
(3) in the case of covenant defeasance, we deliver to the Trustee an opinion of
counsel to the effect that the holders of the outstanding Debt Securities
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such covenant defeasance and will be subject to
United States federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance
had not occurred; and
(4) certain other conditions described in the Indenture are satisfied.
If we fail to comply with our remaining obligations under the Indenture and
applicable supplemental indenture after a covenant defeasance of the Indenture
and applicable supplemental indenture, and the Debt Securities are declared due
and payable because of the occurrence of any undefeased Event of Default, the
amount of money and/or U.S. Government Obligations and/or Foreign Government
Obligations on deposit with the Trustee could be insufficient to pay amounts due
under the Debt Securities of such series at the time of acceleration. We will,
however, remain liable in respect of such payments.
The term "U.S. Government Obligations" as used in the above discussion
means securities which are direct obligations of or non-callable obligations
guaranteed by the United States of America for the payment of which obligation
or guarantee the full faith and credit of the United States of America is
pledged.
The term "Foreign Government Obligations" as used in the above discussion
means, with respect to Debt Securities of any series that are denominated in a
currency other than U.S. dollars (1) direct obligations of the government that
issued or caused to be issued such currency for the payment of which obligations
its full faith and credit is pledged or (2) obligations of a person controlled
or supervised by or acting as an agent or instrumentality of such government the
timely payment of which is unconditionally guaranteed as a full faith and credit
obligation by such government, which in either case under clauses (1) or (2),
are not callable or redeemable at the option of the issuer.
GUARANTEES
One or more Guarantors may guarantee our payment obligation under any
series of Debt Securities. The terms of any such guarantee will be set forth in
the applicable prospectus supplement.
REGARDING THE TRUSTEE
We will identify the Trustee with respect to any series of Debt Securities
in the prospectus supplement relating to such Debt Securities. You should note
that if the Trustee becomes a creditor of the Company, the Indenture and the
Trust Indenture Act of 1939 limit the rights of the Trustee 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 us and our affiliates. If, however, the Trustee, acquires any "conflicting
interest" within the meaning of the Trust Indenture Act of 1939, it must
eliminate such conflict or resign.
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The holders of a majority in principal amount of the then outstanding Debt
Securities of any series may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee. If an Event of
Default occurs and is continuing, the Trustee, in the exercise of its rights and
powers, must 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, unless they have offered
to the Trustee reasonable indemnity or security.
DESCRIPTION OF PREFERRED STOCK
Lamar currently has authorized 1,000,000 shares of undesignated preferred
stock, none of which were issued and outstanding as of the date of this
prospectus. Under Delaware law and our Certificate of Incorporation, we may
issue shares of undesignated preferred stock 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.
Subject to limitations prescribed by Delaware law and our Certificate of
Incorporation and By-Laws, the Board of Directors can fix the number of shares
constituting each class or series of preferred stock and the designations,
powers, preferences and other rights of such series as well as the
qualifications, limitations or restrictions on such powers, preferences and
rights. These may include 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.
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.
If we offer a specific class or series of preferred stock under this
prospectus, we will describe the terms of such preferred stock in the prospectus
supplement for such offering and will file a copy of the certificate of
designation establishing such terms with the SEC. This description will include:
(1) the title and stated value;
(2) the number of shares offered, the liquidation preference per share and the
purchase price;
(3) the dividend rate(s), period(s) and/or payment date(s), or method(s) of
calculation for such dividends;
(4) whether dividends will be cumulative or non-cumulative and, if cumulative,
the date from which dividends will accumulate;
(5) the procedures for any auction and remarketing, if any;
(6) the provisions for a sinking fund, if any;
(7) the provisions for redemption, if applicable;
(8) any listing of such preferred stock on any securities exchange or market;
(9) whether such preferred stock will be convertible into Lamar Class A common
stock, and, if applicable, the conversion price (or how it will be
calculated) and conversion period;
(10) whether such preferred stock will be exchangeable into Debt Securities,
and, if applicable, the exchange price (or how it will be calculated) and
exchange period;
(11) voting rights, if any, of such preferred stock;
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(12) whether interests in such preferred stock will be represented by depositary
shares;
(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
Lamar; and
(16) any other specific terms, preferences, rights, limitations or restrictions
of such preferred stock.
The preferred stock offered by this prospectus will, when issued, be fully
paid and nonassessable and will not have, or be subject to, any preemptive or
similar rights.
Unless we specify otherwise in the applicable prospectus supplement, the
preferred stock will, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of Lamar, rank as follows:
(1) senior to all classes or series of Lamar Class A common stock, and to all
equity securities issued by Lamar the terms of which specifically provide
that such equity securities rank junior to such preferred stock with respect
to such rights;
(2) on a parity with all equity securities issued by Lamar that do not rank
senior or junior to the preferred stock with respect to such rights; and
(3) junior to all equity securities issued by Lamar 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 Lamar (including any entity with
which Lamar may be merged or consolidated or to which all or substantially
all the assets of Lamar may be transferred or which transfers all or
substantially all of the assets of Lamar).
As used for these purposes, the term "equity securities" does not include
convertible debt securities.
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DESCRIPTION OF LAMAR CLASS A COMMON STOCK
GENERAL
Lamar's authorized common stock consists of 75,000,000 shares of Class A
common stock and 37,500,000 shares of Class B Common Stock. At January 1, 1999,
there were 43,392,876 shares of Class A common stock and 17,700,000 shares of
Class B common stock issued and outstanding.
VOTING RIGHTS; CONVERSION OF CLASS B COMMON STOCK
The Class A common stock and Class B common stock have the same rights and
powers, except that a share of Class A common stock entitles the holder to one
vote and a share of Class B common stock entitles the holder to ten votes.
Except as required by Delaware law, the holders of Class A common stock and
Class B common stock vote together as a single class. Each share of Class B
common stock is convertible at the option of its holder into one share of Class
A common stock at any time. In addition, each share of Class B common stock
converts automatically into one share of Class A common stock upon the sale or
other transfer of such share of Class B common stock to a person who, or entity
which, is not a Permitted Transferee. "Permitted Transferees" include (1) Kevin
P. Reilly, Sr.; (2) a descendant of Kevin P. Reilly, Sr.; (3) a spouse or
surviving spouse (even if remarried) of any individual named or described in (1)
or (2) above; (4) 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 (1), (2) and (3) above; and (5) 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 (1), (2), (3) and (4) above.
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.
Our Certificate of Incorporation, however, allows for amendments to increase or
decrease the number of authorized shares of Class A common stock or Class B
common stock without a separate vote of either class.
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 Lamar,
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. We 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 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 common stock.
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DESCRIPTION OF WARRANTS
GENERAL
We may issue warrants to purchase Debt Securities (the "Debt Warrants"),
preferred stock (the "Preferred Stock Warrants") or Class A common stock (the
"Class A Common Stock Warrants" and, collectively with the Debt Warrants and the
Preferred Stock Warrants, the "Warrants"). Warrants may be issued independently
or together with any other securities offered by this prospectus and may be
attached to or separate from such other securities. If Warrants are issued, they
will be issued under warrant agreements to be entered into between Lamar and a
bank or trust company, as warrant agent (the "Warrant Agent"), all of which will
be described in the prospectus supplement relating to the Warrants being
offered.
DEBT WARRANTS
We will describe the terms of Debt Warrants offered the applicable
prospectus supplement, the Warrant Agreement relating to such Debt Warrants and
the Debt Warrant certificates representing such Debt Warrants, including the
following:
(1) the title;
(2) the aggregate number offered;
(3) their issue price or prices;
(4) the designation, aggregate principal amount and terms of the Debt
Securities purchasable upon exercise, and the procedures and conditions
relating to exercise;
(5) the designation and terms of any related Debt Securities 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, and the
price at which such principal amount of Debt Securities may be purchased
upon such exercise;
(8) the commencement and expiration dates of the right to exercise;
(9) the maximum or minimum number which may be exercised at any time;
(10) a discussion of the material United States federal income tax
considerations applicable to exercise; and
(11) any other terms, procedures and limitations relating to exercise.
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. Before exercising their Debt Warrants,
holders 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 Common Stock Warrants offered under this
prospectus:
(1) the title;
(2) the securities issuable upon exercise;
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(3) the issue price or prices;
(4) the number of such Warrants issued with each share of preferred stock or
Class A common stock;
(5) any provisions for adjustment of (a) the number or amount of shares of
preferred stock or Class A common stock receivable upon exercise of such
Warrants or (b) the exercise price;
(6) if applicable, the date on and after which such Warrants and the related
preferred stock or Class A common 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, including terms, procedures and limitations relating to
exchange and exercise;
(9) the commencement and expiration dates of the right to exercise; and
(10) the maximum or minimum number which may be exercised at any time.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase for cash such principal
amount of Debt Securities or shares of preferred stock or Class A common stock
at the applicable exercise price set forth in, or determined as described in,
the applicable prospectus supplement. Warrants may be exercised at any time up
to the close of business on the expiration date set forth in the applicable
prospectus supplement. After the close of business on the expiration date,
unexercised Warrants will become void.
Warrants may be exercised by delivering to the corporation trust office of
the Warrant Agent or any other officer indicated in the applicable prospectus
supplement (a) the Warrant certificate properly completed and duly executed and
(b) payment of the amount due upon exercise. As soon as practicable following
such exercise, we will forward the Debt Securities or shares of preferred stock
or Class A common stock purchasable upon such exercise. If less than all of the
Warrants represented by a Warrant certificate are exercised, a new Warrant
certificate will be issued for the remaining Warrants.
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PLAN OF DISTRIBUTION
We may sell the securities being offered by us in this prospectus:
(1) directly to purchasers;
(2) through agents;
(3) through dealers;
(4) through underwriters; or
(5) through a combination of any of these methods of sale.
We and our agents and underwriters may sell the securities being offered by
us in this prospectus from time to time in one or more transactions:
(1) at a fixed price or prices, which may be changed;
(2) at market prices prevailing at the time of sale;
(3) at prices related to such prevailing market prices; or
(4) at negotiated prices.
We may solicit directly offers to purchase securities. We may also
designate agents from time to time to solicit offers to purchase securities. Any
such agent, who may be deemed to be an "underwriter" as that term is defined in
the Securities Act of 1933, may then resell such securities to the public at
varying prices to be determined by such agent at the time of resale.
If we use underwriters to sell securities, we will enter into an
underwriting agreement with such underwriters at the time of the sale to them.
The names of the underwriters will be set forth in the prospectus supplement
which will be used by them together with this prospectus to make resales of the
securities to the public. In connection with the sale of the securities offered,
such underwriters may be deemed to have received compensation from us in the
form of underwriting discounts or commissions. Underwriters may also receive
commissions from purchasers of such securities.
Underwriters may also use dealers to sell securities. If this happens, 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 us to underwriters in connection with
the offering of the securities offered in this prospectus, 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 us, to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which they may be required to
make in respect of such liabilities. Underwriters and agents may engage in
transactions with, or perform services for, us in the ordinary course of
business.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters, dealers, or other persons to solicit offers by certain
institutions to purchase the securities offered by us under this prospectus
pursuant to contracts providing for payment and delivery on a future date or
dates. The obligations of any purchaser under any such contract will be subject
only to those conditions described in the applicable prospectus supplement, and
such prospectus supplement will set forth the price to be paid for securities
pursuant to such contracts and the commissions payable for solicitation of such
contracts.
Any underwriter may engage in over-allotment, stabilizing and syndicate
short covering transactions and penalty bids in accordance with Regulation M of
the Securities Exchange Act of 1934. Over-allotment involves sales in excess of
the offering size, which creates a short position. Stabilizing transactions
involve
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bids to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. Syndicate short covering transactions involve
purchases of securities in the open market after the distribution has been
completed in order to cover syndicate short positions. Penalty bids permit the
underwriters to reclaim selling concessions from dealers when the securities
originally sold by such dealers are purchased in covering transactions to cover
syndicate short positions. These transactions may cause the price of the
securities sold in an offering to be higher than it would otherwise be. These
transactions, if commenced, may be discontinued by the underwriters at any time.
Each series of securities offered under this prospectus will be a new issue
with no established trading market, other than the Class A common stock which is
listed on the Nasdaq National Market. Any shares of common stock sold pursuant
to a prospectus supplement will be listed on the Nasdaq National Market, subject
to official notice of issuance. Any underwriters to whom we sell securities for
public offering and sale may make a market in such securities, but such
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We may elect to list any of the securities we
may offer from time to time for trading on an exchange or on the Nasdaq National
Market, but we are not obligated to do so.
The anticipated date of delivery of the securities offered hereby will be
set forth in the applicable prospectus supplement relating to each offering.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, counsel to Lamar, will give
Lamar an opinion on the validity of the securities offered by this prospectus
and any accompanying prospectus supplement.
EXPERTS
The consolidated financial statements and schedule 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 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 Outdoor Communications, Inc. and
subsidiaries as of June 30, 1998 and 1997 and the related statements of
operations, stockholders' deficit and cash flows of Outdoor Communications, Inc.
for the years ended June 30, 1998 and 1997, and the period from April 4, 1996
through June 30, 1996, the consolidated statements of operations, stockholders'
deficit and cash flows of OCI Corp. of Michigan and subsidiaries (predecessor to
Outdoor Communications, Inc.) for the period from August 1, 1995 through April
3, 1996, and the consolidated statements of operations, stockholders' deficit
and cash flows of Mass Communications Corp. and subsidiary (predecessor to
Outdoor Communications, Inc.) for the period from September 1, 1995 through
April 3, 1996, all of which have been incorporated by reference in this
prospectus and in the Registration Statement, have been incorporated by
reference in this prospectus and in the Registration Statement in reliance upon
the reports of KPMG 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 & Associates, independent certified public
accountants, incorporated by reference herein and upon the authority of said
firm as experts in accounting and auditing.
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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 PricewaterhouseCoopers LLP (Coopers &
Lybrand L.L.P. prior to its July 1, 1998 merger with Price Waterhouse LLP),
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
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TABLE OF CONTENTS
Where You Can Find More Information......................... 2
Lamar Advertising Company................................... 3
Note Regarding Forward-looking Statements................... 3
Risk Factors................................................ 4
Use of Proceeds............................................. 9
Ratio of Earnings to Fixed Charges and Preferred Stock
Dividends................................................. 9
Description of Debt Securities.............................. 10
Description of Preferred Stock.............................. 18
Description of Lamar Class A Common Stock................... 20
Description of Warrants..................................... 21
Plan of Distribution........................................ 23
Legal Matters............................................... 24
Experts..................................................... 24
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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 Lamar in
connection with the issuance and distribution of the offered securities offered
by this prospectus.
SEC registration fee........................................ $139,000
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............................................. $841,500
========
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 judgment 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.
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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.
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 prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) 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; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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 being registered which remain unsold at the
termination of the offering.
(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start of
any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of the
Act need not be furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial statements
required pursuant to this paragraph (a)(4) and other information necessary
to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the
foregoing, with respect to registration statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.
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(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 any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) 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 provisions referred to in Item 15 hereof, 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 Act 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.
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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 February 5, 1999.
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 Lamar Advertising Company,
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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
/s/ JACK S. ROME, JR. Director February 5, 1999
- -----------------------------------------------------
Jack S. Rome, Jr.
Director February , 1999
- -----------------------------------------------------
William R. Schmidt
/s/ T. EVERETT STEWART, JR. Director February 5, 1999
- -----------------------------------------------------
T. Everett Stewart, Jr.
II-4
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 February 5, 1999.
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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
/s/ T. EVERETT STEWART, JR. Director February 5, 1999
- -----------------------------------------------------
T. Everett Stewart, Jr.
II-5
35
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 February 5, 1999.
LAMAR AIR, LLC
By: THE LAMAR CORPORATION,
its Manager
/s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-6
36
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 February 5, 1999.
TLC PROPERTIES, L.L.C.
By: TLC PROPERTIES, INC.,
its Manager
/s/ SEAN E. REILLY
------------------------------------
Sean E. Reilly
President and Chief Executive
Officer
II-7
37
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 February 5, 1999.
LAMAR TEXAS LIMITED PARTNERSHIP
By: LAMAR TEXAS GENERAL PARTNER,
INC.,
its General Partner
/s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-8
38
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 February 5, 1999.
MINNESOTA LOGOS, A PARTNERSHIP
By: MINNESOTA LOGOS, INC.,
its General Partner
/s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-9
39
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 February 5, 1999.
LAMAR TENNESSEE LIMITED PARTNERSHIP
By: THE LAMAR CORPORATION,
its General Partner
/s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
II-10
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 February 5, 1999.
GEORGIA LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-11
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 February 5, 1999.
INTERSTATE LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-12
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 February 5, 1999.
FLORIDA LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-13
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 February 5, 1999.
KANSAS LOGOS INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-14
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 February 5, 1999.
KENTUCKY LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-15
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 February 5, 1999.
MICHIGAN LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-16
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 February 5, 1999.
MINNESOTA LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-17
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 February 5, 1999.
MISSISSIPPI LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-18
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 February 5, 1999.
MISSOURI LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-19
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 February 5, 1999.
NEBRASKA LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-20
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 February 5, 1999.
NEVADA LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-21
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 February 5, 1999.
NEW JERSEY LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-22
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 February 5, 1999.
OHIO LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-23
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 February 5, 1999.
OKLAHOMA LOGO SIGNS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-24
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 February 5, 1999.
SOUTH CAROLINA LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-25
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 February 5, 1999.
TENNESSEE LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-26
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 February 5, 1999.
TEXAS LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-27
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 February 5, 1999.
UTAH LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-28
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 February 5, 1999.
VIRGINIA LOGOS, INC.
By: /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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
T. Everett Stewart, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-29
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 February 5, 1999.
LAMAR ADVERTISING OF COLORADO
SPRINGS, INC.
By: /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, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-30
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 February 5, 1999.
LAMAR ADVERTISING OF HUNTINGTON-
BRIDGEPORT, INC.
By: /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, Jr. and Keith A. Istre, and each of them singly, our true and lawful
attorneys, with full power to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-31
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 February 5, 1999.
LAMAR ADVERTISING OF JACKSON, INC.
By: /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, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-32
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 February 5, 1999.
LAMAR ADVERTISING OF MICHIGAN, INC.
By: /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, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-33
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 February 5, 1999.
LAMAR ADVERTISING OF MISSOURI, INC.
By: /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, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-34
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 February 5, 1999.
LAMAR ADVERTISING OF MOBILE, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
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, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-35
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 February 5, 1999.
LAMAR ADVERTISING OF PENN, INC.
By: /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, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-36
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 February 5, 1999.
LAMAR ADVERTISING OF SOUTH
GEORGIA, INC.
By: /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, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-37
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 February 5, 1999.
LAMAR ADVERTISING OF SOUTH
MISSISSIPPI, INC.
By: /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, Jr.
and Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-38
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 February 5, 1999.
LAMAR ADVERTISING OF
YOUNGSTOWN, INC.
By: /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, Jr.
and Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-39
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 February 5, 1999.
LAMAR PENSACOLA TRANSIT, INC.
By: /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, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-40
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 February 5, 1999.
LAMAR TENNESSEE LIMITED PARTNER, INC.
By: /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, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-41
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 February 5, 1999.
LAMAR TEXAS GENERAL PARTNER, INC.
By: /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, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-42
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 February 5, 1999.
LAMAR ELECTRICAL, INC.
By: /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, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-43
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 February 5, 1999.
TLC PROPERTIES, INC.
By: /s/ SEAN E. REILLY
----------------------------------
Sean E. Reilly
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, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacities, 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/ SEAN E. REILLY Principal Executive Officer February 5, 1999
- -----------------------------------------------------
Sean E. Reilly
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ KEVIN P. REILLY, JR. Director February 5, 1999
- -----------------------------------------------------
Kevin P. Reilly, Jr.
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-44
74
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 February 5, 1999.
TLC PROPERTIES II, INC.
By: /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, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-45
75
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 February 5, 1999.
CANADIAN TODS LIMITED
By: /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, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
/s/ T. EVERETT STEWART, JR. Director February 5, 1999
- -----------------------------------------------------
T. Everett Stewart, Jr.
II-46
76
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 February 5, 1999.
LAMAR ADVERTISING OF SOUTH
DAKOTA, INC.
By: /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
Dakota, 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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-47
77
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 February 5, 1999.
LAMAR OCI SOUTH CORPORATION
By: /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 OCI South 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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-48
78
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 February 5, 1999.
LAMAR OCI NORTH CORPORATION
By: /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 OCI North 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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-49
79
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 February 5, 1999.
LAMAR ADVERTISING OF GREENVILLE, INC.
By: /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
Greenville, 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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-50
80
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 February 5, 1999.
LAMAR ADVERTISING OF WEST
VIRGINIA, INC.
By: /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 West
Virginia, 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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-51
81
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 February 5, 1999.
LAMAR ADVERTISING OF ASHLAND, INC.
By: /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 Ashland,
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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-52
82
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 February 5, 1999.
AMERICAN SIGNS, INC.
By: /s/ KEVIN P. REILLY, JR.
----------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of American 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 capacities, 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 February 5, 1999
- ----------------------------------------------------- Executive Officer
Kevin P. Reilly, Jr.
/s/ KEITH A. ISTRE Director and Principal February 5, 1999
- ----------------------------------------------------- Financial and Accounting
Keith A. Istre Officer
/s/ CHARLES W. LAMAR Director February 5, 1999
- -----------------------------------------------------
Charles W. Lamar
/s/ GERALD H. MARCHAND Director February 5, 1999
- -----------------------------------------------------
Gerald H. Marchand
II-53
83
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1* -- Forms of Underwriting Agreement.
3.1(a) -- Amended and Restated Certificate of Incorporation of
Lamar Advertising Company, as amended.
3.2* -- Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Lamar Advertising
Company.
3.3(b) -- By-Laws of Lamar Advertising Company, as amended.
4.1+ -- Form of Indenture.
4.2(c) -- Specimen certificate for shares of the Class A common
stock of Lamar Advertising 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 LLP, independent auditors of Lamar
Advertising Company.
23.4+ -- Consent of Philip R. Friedman and Associates, independent
accountants of Penn Advertising, Inc.
23.5+ -- Consent of PricewaterhouseCoopers LLP, 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.
+ Filed herewith.
(a) Amended and Restated Certificate of Incorporation previously filed as
Exhibit 3.1 to Lamar's Registration Statement on Form S-1 (File No.
333-05479), and incorporated herein by reference. Certificate of Amendment
to Lamar's Amended and Restated Certificate of Incorporation previously
filed as Exhibit 3.2 to Lamar's Annual Report on Form 10-K for the year
ended December 31, 1997 (File No. 1-12407), and incorporated herein by
reference.
(b) Previously filed as Exhibit 3.2 to Lamar's Registration Statement on Form
S-1 (File No. 333-05479), and incorporated herein by reference.
(c) Previously filed as Exhibit 4.1 to Lamar's Registration Statement on Form
S-1 (File No. 333-05479), and incorporated herein by reference.