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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 15, 1999
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-30242 72-1449411
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
LAMAR MEDIA CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 001-12407 72-1205791
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrants' telephone number, including area code)
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EXPLANATORY NOTE
On July 20, 1999, Lamar Advertising Company completed a corporate
reorganization to create a new holding company structure. The reorganization
was accomplished through a merger under section 251(g) of the Delaware General
Corporation Law. At the effective time of the merger, all stockholders of Lamar
Advertising Company became stockholders in a new holding company and Lamar
Advertising Company became a wholly-owned subsidiary of the new holding
company. The new holding company took the Lamar Advertising Company name and
the old Lamar Advertising Company was renamed Lamar Media Corp. In the merger,
all outstanding shares of old Lamar Advertising Company's capital stock were
converted into shares of the new holding company with the same voting powers,
designations, preference and rights, and the same qualifications, restrictions
and limitations, as the shares of old Lamar Advertising Company. Following the
restructuring, the Class A common stock of the new holding company trades
under the symbol "LAMR" on the Nasdaq National Market with the same CUSIP
number as the old Lamar Advertising Company's Class A common stock.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 15, 1999, Lamar Media Corp. acquired all of the
outstanding capital stock of Chancellor Media Outdoor Corporation and Chancellor
Media Whiteco Outdoor Corporation (collectively "Chancellor Outdoor") for
consideration consisting of approximately $700 million of cash and 26,227,273
shares of Lamar Advertising Company Class A Common Stock valued at approximately
$947 million. As a result of this acquisition, Lamar Media Corp. acquired
outdoor advertising assets consisting of approximately 42,700 outdoor
advertising display faces. Funds for the acquisition were provided from
borrowings under Lamar Media Corp.'s revolving credit facility with a group of
banks led by The Chase Manhattan Bank. The nature and amount of the
consideration paid in the acquisition were determined by negotiation between
Lamar Advertising Company and Chancellor Media Corporation of Los Angeles and
Chancellor Mezzanine Holdings Corporation, the parent entities of Chancellor
Outdoor, following a bidding process in which Chancellor Media Corporation of
Los Angeles and Chancellor Mezzanine Holdings Corporation solicited proposals
from potential acquirers. Prior to the acquisition there was no material
relationship between Chancellor Outdoor or their respective parent corporations,
on the one hand, and Lamar Advertising Company or any of its affiliates,
directors or officers, or any associate of any such director or officer, on the
other hand.
ITEM 5. OTHER EVENTS.
Lamar Advertising Company and Lamar Media Corp. are also filing this
report to provide updated historical financial statements and related notes for
Chancellor Outdoor as well as to include updated pro forma financial information
of Lamar Advertising Company giving effect to the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Unaudited consolidated balance sheet of Chancellor
Media Outdoor Corporation as of June 30, 1999 and
unaudited consolidated statement of operations,
stockholders' deficit and cash flow for the
six-month period ended June 30, 1999. Filed herewith.
99.2 Unaudited condensed consolidated pro forma statement
of earnings (loss) of Lamar Advertising Company
giving effect to the Chancellor Outdoor acquisition
for the year ended December 31, 1998 and the six
months ended June 30, 1999 and unaudited condensed
consolidated pro forma balance sheet of Lamar
Advertising Company giving effect to the Chancellor
Outdoor acquisition at June 30, 1999. Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 22, 1999 LAMAR ADVERTISING COMPANY
By: /s/ KEITH A. ISTRE
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Keith A. Istre
Treasurer and Chief Financial Officer
Date: November 22, 1999 LAMAR MEDIA CORP.
By: /s/ KEITH A. ISTRE
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Keith A. Istre
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Unaudited consolidated balance sheet of Chancellor Media
Outdoor Corporation as of June 30, 1999 and unaudited
consolidated statement of operations, stockholders' deficit
and cash flow for the six-month period ended June 30, 1999.
Filed herewith.
99.2 Unaudited condensed consolidated pro forma statement of
earnings (loss) of Lamar Advertising Company giving effect to
the Chancellor Outdoor acquisition for the year ended December
31, 1998 and the six months ended June 30, 1999 and unaudited
condensed consolidated pro forma balance sheet of Lamar
Advertising Company, giving effect to the Chancellor Outdoor
acquisition at June 30, 1999. Filed herewith.