EXHIBIT 25.1
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [_]
Wachovia Bank of Delaware, National Association
(Exact name of trustee as specified in its charter)
United States of America
(Jurisdiction of incorporation or organization if not a U.S. national bank)
22-1147033
(I.R.S. Employer Identification Number)
One Wachovia Center
301 South College Street
Charlotte, North Carolina
(Address of principal executive offices)
28288
(Zip code)
Brian K. Justice
Wachovia Bank of Delaware, National Association
9300 Shelbyville Road, Suite 507
Louisville, KY 40222
(502)423-7512
(Name, address and telephone number of agent for service)
Lamar Media Corp.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
72-1205791
(I.R.S. Employer Identification No.)
5551 Corporate Boulevard
Baton Rouge, Louisiana
(225) 926-1000
(Address of principal executive offices)
70808
(Zip code)
7.25% Senior Subordinated Notes due 2013
(Title of the indenture securities)
1
Item 1. GENERAL INFORMATION. Furnish the following information as to the
trustee:
a. Name and address of each examining or supervising authority to which it
is subject.
NAME ADDRESS
Board of Governors of the Federal Washington, D.C.
Reserve System
Comptroller of the Currency Washington, D.C.
Federal Deposit Insurance Washington, D.C.
Corporation
b. Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the
trustee, describe each such affiliation.
The obligor is not an affiliate of the trustee. (See Note 1 on page 6.)
Item 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as
to each class of voting securities of the trustee:
As of January 21, 2003.
COL. A COL. B
TITLE OF CLASS AMOUNT OUTSTANDING
None.
Item 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under
another indenture under which any other securities, or certificates of interest
or participation in any other securities, of the obligor are outstanding,
furnish the following information:
a. Title of the securities outstanding under each such other indenture.
Not Applicable.
b. A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1) of the Act
arises as a result of the trusteeship under any such other indenture, including
a statement as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Not Applicable.
2
Item 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS. If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor of any underwriter for the obligor, identify each
such person having any such connection and state the nature of each such
connection.
Not Applicable - see answer to Item 13.
Item 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner, and executive
officer of the obligor.
As of January 21, 2003.
COL. D
COL. C PERCENTAGE OF VOTING SECURITIES
COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
Not Applicable - see answer to Item 13.
Item 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR
OFFICIALS. Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner, and executive officer of each such underwriter:
As of January 21, 2003.
COL. D
COL. C PERCENTAGE OF VOTING SECURITIES
COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN
NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
Not Applicable - see answer to Item 13.
Item 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee:
As of January 21, 2003.
COL. C
AMOUNT OWNED COL.
COL. B BENEFICIALLY OR PERCENT OF CLASS
WHETHER THE SECURITIES HELD AS COLLATERAL REPRESENTED BY
COL. A ARE VOTING OR SECURITY FOR AMOUNT GIVEN
TITLE OF CLASS NONVOTING SECURITIES OBLIGATIONS IN DEFAULT IN COL. C
Not Applicable - see answer to Item 13.
3
Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee
owns beneficially or hold as collateral security for obligations in default any
securities of an underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter any of which are so owned or
held by the trustee:
As of January 21, 2003.
COL. C COL. D
AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS
COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY
TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN
AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - see answer to Item 13.
Item 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially
or holds as collateral security for obligations in default voting securities of
a person who, to the knowledge of the trustee (1) owns 10 percent or more of the
voting securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the voting
securities of such person:
As of January 21, 2003.
COL. C COL. D
AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS
COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY
TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN
AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - see answer to Item 13.
4
Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent or more of the voting securities of the obligor. If the
trustee owns beneficially or holds as collateral security for obligations in
default any securities of a person who, to the knowledge of the trustee, owns 50
percent or more of the voting securities of the obligor, furnish the following
information as to each class of securities of such person any of which are so
owned or held by the trustee:
As of January 21, 2003.
COL. C COL. D
AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS
COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY
TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN
AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - See answer to Item 13.
Item 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. Except as noted in the
instructions, if the obligor is indebted to the trustee, furnish the following
information:
As of January 21, 2003.
COL. A COL. B COL. C
NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
Not Applicable - See answer to Item 13.
Item 13. Defaults by the Obligor.
a. State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
b. If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
None.
Item 14. AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate
of the trustee, describe each such affiliation.
Not Applicable.
5
Item 15. FOREIGN TRUSTEE. Identify the order or rule pursuant to which the
foreign trustee is authorized to act as sole trustee under indentures qualified
or to be qualified under the Act.
Not Applicable.
Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this
statement of eligibility.
1. Articles of Association of Wachovia Bank of Delaware, National
Association as now in effect.
2. Certificate of Authority of the trustee to commence business.
3. Copy of the authorization of the trustee to exercise corporate
trust powers.
4. Existing bylaws of the trustee.
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of the
Act.
7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.*
8. Not Applicable.
9. Not Applicable.
* This report is available over the Internet at the website of the Federal
Deposit Insurance Corporation and this report as therein contained is
incorporated herein by reference. This website is located at
HTTP://WWW3.FDIC.GOV/IDASP/MAIN.ASP. ONCE AT THAT ADDRESS, TYPE IN "WACHOVIA
CORPORATION" AT THE FIELD ENTITLED "INSTITUTION NAME" THEN CLICK ON THE "FIND"
FIELD ABOVE WHERE THE NAME OF THE BANK HAS BEEN TYPED IN THEN CLICK ON THE
CERTIFICATE NUMBER FOR WACHOVIA CORPORATION (1073551) THEN CLICK ON THE
"GENERATE REPORT" FIELD.
NOTES:
Note 1: The trustee is a subsidiary of Wachovia Corporation, a bank
holding company; all of the voting securities of the trustee are held by
Wachovia Corporation.
6
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, Wachovia Bank of Delaware, National Association, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the city of
Louisville, and State of Kentucky, on the 21st day of January, 2003.
WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
(Trustee)
By: /s/ Brian K. Justice
--------------------------------------
Brian K. Justice, Vice President
(Name and Title)
7
Form T-1 Exhibit 1 Charter No. 22559
WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
For the purpose of organizing an association to carry on the business of
banking under the laws of the United States, the undersigned do enter into the
following Articles of Association:
FIRST. The title of the association shall be WACHOVIA BANK OF
DELAWARE, NATIONAL ASSOCIATION.
SECOND. The main office of the association shall be in Wilmington,
Delaware. The general business of the association shall be conducted at its
main office, its branches and its loan production offices.
THIRD. The Board of Directors of this association shall consist of not
less than five nor more than twenty-five shareholders, the exact number to be
fixed and determined from time to time by resolution of a majority of the full
Board of Directors or by resolution of the stockholders at any annual or special
meeting thereof. Each director, during the full term of his directorship, shall
own a minimum of $1,000 aggregate par value of stock of this association or a
minimum par market value or equity interest of $1,000 of stock in the bank
holding company controlling this association. Any vacancy in the Board of
Directors may be filled by action of the Board of Directors.
FOURTH. There shall be an annual meeting of the shareholders to elect
directors and transact whatever other business may be brought before the
meeting. It shall be held at the main office or any other convenient place the
Board of Directors may designate, on the day of each year specified thereby in
the bylaws, but if no election is held on that day, it may be held on any
subsequent day according to such lawful rules as may be prescribed by the Board
of Directors.
Nominations for election to the Board of Directors may be made by
the Board of Directors or by any stockholder of any outstanding class of capital
stock of the bank entitled to vote for election of directors. Nominations other
than those made by or on behalf of the existing bank management shall be made in
writing and be delivered or mailed to the president of the bank, not less than
14 days nor more than 50 days prior to any meeting
1
of stockholders called for the election of directors, provided, however, that if
less than 21 days notice of the meeting is given to stockholders, such
nomination shall be mailed or delivered to the president of the bank not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed.
Such notification shall contain the following information to the
extent known to the notifying stockholder:
- The name and address of each proposed nominee.
- The principal occupation of each proposed nominee.
- The total number of shares of capital stock of the bank
that will be voted for each pro- posed nominee.
- The name and residence address of the notifying
stockholder.
- The number of shares of capital stock of the bank owned
by the notifying stockholder.
Nominations not made in accordance herewith may, in his discretion,
be disregarded by the chairperson of the meeting, and upon his instructions, the
vote tellers may disregard all votes cast for each such nominee.
FIFTH. The authorized amount of capital stock of this association shall be
250,000 shares of common stock of the par value of 100 Dollars ($100.00) each;
but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.
If the capital stock is increased by the sale of additional shares
thereof, each stockholder shall be entitled to subscribe for such additional
shares in proportion to the number of shares of said capital stock owned by him
at the time the increase is authorized by the stockholders, unless another time
subsequent to the date of the stockholders' meeting is specified in a resolution
by the stockholders at the time the increase is authorized. The Board of
Directors will have the power to prescribe a reasonable period of time within
which the preemptive rights to subscribe to the new shares of capital stock must
be exercised.
The association, at any time and from time to time, may
2
authorize and issue debt obligations, whether or not subordinated, without the
approval of the stockholders.
SIXTH. The Board of Directors shall appoint one of its members president
of this association, who shall be chairperson of the Board, unless the Board
appoints another director to be the chairperson. The Board of Directors shall
have the power to appoint one or more vice presidents; and to appoint a cashier
and such other officers and employees as may be required to transact the
business of this association.
The Board of Directors shall have the power to:
- Define the duties of the officers and employees of
the association.
- Fix the salaries to be paid to the officers and
employees.
- Dismiss officers and employees.
- Require bonds from officers and employees and to fix the
penalty thereof.
- Regulate the manner in which any increase of the capital
of the association shall be made.
- Manage and administer the business and affairs of the
association.
- Make all bylaws that it may be lawful for the Board to
make.
- Generally to perform all acts that are legal for a Board
of Directors to perform.
SEVENTH. The Board of Directors shall have the power to change the
location of the main office to any other place within the limits of Wilmington,
Delaware, without the approval of the stockholders, and shall have the power to
establish or change the location of any branch or branches of the association to
any other location permitted under applicable law, without the approval of the
stockholders, subject to approval by the Office of the Comptroller of the
Currency.
EIGHTH. The corporate existence of this association shall continue
until terminated according to the laws of the United States.
NINTH. The Board of Directors of this association, or any
3
three or more stockholders owning, in the aggregate, not less than 10 percent of
the stock of this association, may call a special meeting of stockholders at any
time. Unless otherwise provided by the laws of the United States, a notice of
the time, place and purpose of every annual and special meeting of the
stockholders shall be given by first-class mail, postage pre-paid, mailed at
least 10 days prior to the date of the meeting to each stockholder of record at
his address as shown upon the books of this association.
TENTH. Each director and executive officer of this association shall be
indemnified by the association against liability in any proceeding (including
without limitation a proceeding brought by or on behalf of the association
itself) arising out of his status as such or his activities in either of the
foregoing capacities, except for any liability incurred on account of activities
which were at the time taken known or believed by such person to be clearly in
conflict with the best interests of the association. Liabilities incurred by a
director or executive officer of the association in defending a proceeding shall
be paid by the association in advance of the final disposition of such
proceeding upon receipt of an undertaking by the director or executive officer
to repay such amount if it shall be determined, as provided in the last
paragraph of this Article Tenth, that he is not entitled to be indemnified by
the association against such liabilities. Before any such advances are made, the
Board of Directors, in good faith, must determine in writing, that all the
following conditions are met: (a) the officer, director or employee has a
substantial likelihood of prevailing on the merits; (b) in the event the
officer, director or employee does not prevail, he or she will have the
financial capability to reimburse the association; and (c) payment of expenses
by the association will not adversely affect the safety and soundness of the
association.
The indemnity against liability in the preceding paragraph of this Article
Tenth, including liabilities incurred in defending a proceeding, shall be
automatic and self-operative.
Any director, officer or employee of this association who serves at the
request of the association as a director, officer, employee or agent of a
charitable, not-for-profit, religious, educational or hospital corporation,
partnership, joint venture, trust or other enterprise, or a trade association,
or as a trustee or administrator under an employee benefit plan, or who serves
at the request of the association as a director, officer or employee of a
business corporation in connection with the administration of an estate or trust
by the association, shall have the right to be indemnified by the association,
subject to the provisions set forth in the following paragraph of this
4
Article Tenth, against liabilities in any manner arising out of or attributable
to such status or activities in any such capacity, except for any liability
incurred on account of activities which were at the time taken known or believed
by such person to be clearly in conflict with the best interests of the
association, or of the corporation, partnership, joint venture, trust,
enterprise, association or plan being served by such person.
In the case of all persons except the directors and executive officers of
the association, the determination of whether a person is entitled to
indemnification under the preceding paragraph of this Article Tenth shall be
made by and in the sole discretion of the Chief Executive Officer of the
association. In the case of the directors and executive officers of the
association, the indemnity against liability in the preceding paragraph of this
Article Tenth shall be automatic and self-operative.
For purposes of this Article Tenth of these Articles of Association only,
the following terms shall have the meanings indicated:
(a) "Association" means Wachovia Bank of Delaware, National Association
and its direct and indirect wholly-owned subsidiaries.
(b) "Director" means an individual who is or was a director of the
association.
(c) "Executive officer" means an officer of the association who by
resolution of the Board of Directors of the association has been
determined to be an executive officer of the association for
purposes of Regulation O of the Federal Reserve Board.
(d) "Liability" means the obligation to pay a judgment, settlement,
penalty, fine (including an excise tax assessed with respect to an
employee benefit plan), or reasonable expenses, including counsel
fees and expenses, incurred with respect to a proceeding.
(e) "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
(f) "Proceeding" means any threatened, pending, or completed claim,
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.
5
The association shall have no obligation to indemnify any person for an
amount paid in settlement of a proceeding unless the association consents in
writing to such settlement.
The right to indemnification herein provided for shall apply to persons
who are directors, officers, or employees of banks or other entities that are
hereafter merged or otherwise combined with the association only after the
effective date of such merger or other combination and only as to their status
and activities after such date.
The right to indemnification herein provided for shall inure to the
benefit of the heirs and legal representatives of any person entitled to such
right.
No revocation of, change in, or adoption of any resolution or provision in
the Articles of Association or By-laws of the association inconsistent with,
this Article Tenth shall adversely affect the rights of any director, officer,
or employee of the association with respect to (i) any proceeding commenced or
threatened prior to such revocation, change, or adoption, or (ii) any proceeding
arising out of any act or omission occurring prior to such revocation, change,
or adoption, in either case, without the written consent of such director,
officer, or employee.
The rights hereunder shall be in addition to and not exclusive of any
other rights to which a director, officer, or employee of the association may be
entitled under any statute, agreement, insurance policy, or otherwise.
The association shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, or employee of the
association, or is or was serving at the request of the association as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, trade association, employee benefit plan, or other enterprise,
against any liability asserted against such director, officer, or employee in
any such capacity, or arising out of their status as such, whether or not the
association would have the power to indemnify such director, officer, or
employee against such liability, excluding insurance coverage for a formal order
assessing civil money penalties against an association director or employee.
Notwithstanding anything to the contrary provided herein, no person shall
have a right to indemnification with respect to any liability (i) incurred in an
administrative proceeding or action instituted by an appropriate bank regulatory
agency which proceeding or action results in a final order assessing civil
6
money penalties or requiring affirmative action by an individual or individuals
in the form of payments to the association, (ii) to the extent such person is
entitled to receive payment therefor under any insurance policy or from any
corporation, partnership, joint venture, trust, trade association, employee
benefit plan, or other enterprise other than the association, or (iii) to the
extent that a court of competent jurisdiction determines that such
indemnification is void or prohibited under state or federal law.
ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the stockholders by the affirmative vote of the holders of a
majority of the stock of this association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
TWELFTH. The Association, at anytime and from time to time, may authorize
and issue debt obligations, whether or not subordinated, without the approval of
the shareholders.
7
Form T-1 Exhibit 2
[Letterhead of Comptroller of the Currency]
CERTIFICATE OF CORPORATE EXISTENCE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et. seq., as amended, has possession, custody
and control of all records pertaining to the chartering of all National
Banking Associations.
2. "Wachovia Bank of Delaware, National Association," Wilmington,
Delaware, (Charter No. 22559) is a National Banking Association formed under
the laws of the United States and is authorized thereunder to transact the
business of banking on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name
and caused my seal of office to be affixed to these
presents at the Treasury Department in the City of
Washington and District of Columbia, this Thursday,
April 04, 2002.
[Seal of Comptroller of the Currency]
/s/ John D. Hawke, Jr.
----------------------------
Comptroller of the Currency
Form T-1 Exhibit 3
[Letterhead of Comptroller of the Currency]
CERTIFICATE OF CORPORATE EXISTENCE
I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et
seq., as amended, 12 U.S.C. 1, et. seq., as amended, has possession, custody
and control of all records pertaining to the chartering of all National
Banking Associations.
2. "Wachovia Bank of Delaware, National Association," Wilmington,
Delaware, (Charter No. 22559) was granted, under the hand and seal of the
Comptroller, the right to act in all fiduciary capacities authorized under
the provisions of the Act of Congress approved September 28, 1962, 76 Stat.
668, 12 U.S.C. 92a, and that the authority so granted remains in full force
and effect on the date of this Certificate.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name
and caused my seal of office to be affixed to these
presents at the Treasury Department in the City of
Washington and District of Columbia, this Thursday,
April 04, 2002.
[Seal of Comptroller of the Currency]
/s/ John D. Hawke, Jr.
------------------------
Comptroller of the Currency
Form T-1 Exhibit 4
AMENDED AND RESTATED BY-LAWS OF
WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
Charter No. 22559
Effective October 25, 2002
BY-LAWS OF
WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
ARTICLE I
Meetings of Shareholders
Section 1.1 Annual Meeting. The annual meeting of the shareholders for the
election of Directors and for the transaction of such other business as may
properly come before the meeting shall be held on the third Tuesday of April in
each year, commencing with the year 2002, except that the Board of Directors
may, from time to time and upon passage of a resolution specifically setting
forth its reasons, set such other date for such meeting during the month of
April as the Board of Directors may deem necessary or appropriate; provided,
however, that if an annual meeting would otherwise fall on a legal holiday, then
such annual meeting shall be held on the second business day following such
legal holiday. The holders of a majority of the outstanding shares entitled to
vote which are represented at any meeting of the shareholders may choose persons
to act as Chairman and as Secretary of the meeting.
Section 1.2 Special Meetings. Except as otherwise specifically provided by
statute, special meetings of the shareholders may be called for any purpose at
any time by the Board of Directors or by any three (3) or more shareholders
owning, in the aggregate, not less than ten percent (10%) of the stock of the
Association. Unless otherwise provided by the laws of the United States, a
notice of the time, place and purpose of every special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association.
Section 1.3 Nominations for Directors. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any shareholders
of any outstanding class of capital stock of the Association entitled to vote
for the election of Directors. Nominations, other than those made by or on
behalf of the existing management of the Association, shall be made in writing
and shall be delivered or mailed to the President of the Association and to the
Comptroller of the Currency, Washington, D. C., not fewer than fourteen (14)
days nor more than fifty (50) days prior to any meeting of shareholders called
for the election of Directors, provided, however, that if fewer than twenty-one
(21) days' notice of such meeting is given to shareholders, such nomination
shall be mailed or delivered to the President of the Association and to the
Comptroller of the Currency not later than the close of business on the seventh
day following the day on which the notice of meeting was mailed. Such
notification shall contain the following information to the extent known to the
notifying shareholder: (a) the name and address of each proposed nominee; (b)
the principal occupation of each proposed nominee; (c) the total number of
shares of capital stock of the Association that will be voted for each proposed
nominee; (d) the name and residence address of the notifying shareholder; and
(e) the number of shares of capital stock of the Association owned by the
notifying shareholder. Nominations not made in accordance herewith may, in his
discretion, be disregarded by the chairman of the meeting, and upon his
instructions, the vote tellers may disregard all votes cast for each such
nominee.
2
Section 1.4 Judges of Election. The Board may at any time appoint from
among the shareholders three (3) or more persons to serve as Judges of Election
at any meeting of shareholders; to act as judges and tellers with respect to all
votes by ballot at such meeting and to file with the Secretary of the meeting a
Certificate under their hands, certifying the result thereof.
Section 1.5 Proxies. Shareholders may vote at any meeting of the
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy. Proxies shall be valid only for one
meeting, to be specified therein, and any adjournments of such meeting. Proxies
shall be dated and shall be filed with the records of the meeting.
Section 1.6 Quorum. A majority of the outstanding capital stock,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders, unless otherwise provided by law; but less than a quorum may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1 Board of Directors. The Board of Directors (hereinafter
referred to as the "Board"), shall have power to manage and administer the
business and affairs of the Association. Except as expressly limited by law, all
corporate powers of the Association shall be vested in and may be exercised by
said Board.
Section 2.2 Number. The Board shall consist of not fewer than five (5) nor
more than twenty-five (25) Directors, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full Board or by resolution of the shareholders at any annual or
special meeting thereof; provided, however, that a majority of the full Board of
Directors may not increase the number of Directors to a number which, (1)
exceeds by more than two (2) the number of Directors last elected by
shareholders where such number was fifteen (15) or fewer, and (2) to a number
which exceeds by more than four (4) the number of Directors last elected by
shareholders where such number was sixteen (16) or more, but in no event shall
the number of Directors exceed twenty-five (25).
Section 2.3 Organization Meeting. The Secretary of the meeting upon
receiving the Certificate of the Judges of Election, of the result of any
election, shall notify the Directors-elect of their election and of the time at
which they are required to meet at the Main Office of the Association for the
purpose of organizing the new Board and electing and appointing officers of the
Association for the succeeding year. Such meeting shall be held as soon
thereafter as practicable. If, at the time fixed for such meeting, there shall
not be a quorum present, the Directors present may adjourn the meeting from time
to time, until a quorum is obtained.
Section 2.4 Regular Meetings. Regular meetings of the Board of Directors
shall be held at such place and time as may be designated by resolution of the
Board of Directors. Upon adoption of such resolution, no further notice of such
meeting dates or the places or times
3
thereof shall be required. Upon the failure of the Board of Directors to adopt
such a resolution, regular meetings of the Board of Directors shall be held,
without notice, on the Wednesday following the third Tuesday in February, June,
October, and December, commencing with April 2002, at the Main Office or at such
other place and time as may be designated by the Board of Directors. When any
regular meeting of the Board would otherwise fall on a holiday, the meeting
shall be held on the next business day unless the Board shall designate some
other day.
Section 2.5 Special Meetings. Special meetings of the Board of Directors
may be called by the President of the Association, or at the request of three
(3) or more Directors. Each member of the Board of Directors shall be given
notice stating the time and place, by telegram, letter, or in person, of each
such special meeting.
Section 2.6 Quorum. A majority of the Directors shall constitute a quorum
at any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time to time, and the meeting may be held, as
adjourned, without further notice.
Section 2.7 Vacancies. When any vacancy occurs among the Directors, the
remaining members of the Board, in accordance with the laws of the United
States, may appoint a Director to fill such vacancy at any regular meeting of
the Board, or at a special meeting called for that purpose.
Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory
Boards for each of the States in which the Association conducts operations. Each
such Advisory Board shall consist of as many persons as the Board of Directors
may determine. The duties of each Advisory Board shall be to consult and advise
with the Board of Directors and senior officers of the Association in such State
with regard to the best interests of the Association and to perform such other
duties as the Board of Directors may lawfully delegate. The senior officer in
such State, or such officers as directed by such senior officer, may appoint
advisory boards for geographic regions within such State and may consult with
the State Advisory Boards prior to such appointments.
ARTICLE III
Committees of the Board
Section 3.1 The Board of Directors, by resolution adopted by a majority of
the number of Directors fixed by these By-laws, may designate two (2) or more
Directors to constitute an Executive Committee and other committees, each of
which, to the extent authorized by law and provided in such resolution, shall
have and may exercise all of the authority of the Board of Directors and the
management of the Association. The designation of any committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility or liability imposed
upon it or any member of the Board of Directors by law. The Board of Directors
reserves to itself alone the power to act on (1) dissolution, merger or
consolidation, or disposition of substantially all corporate property, (2)
designation of committees or filling vacancies on the Board of Directors or on a
committee of the Board (except as hereinafter provided), (3) adoption, amendment
or repeal of these By-laws, (4) amendment or repeal of any resolution of the
Board which by its terms is not so amendable or repealable, and (5) declaration
of dividends, issuance of stock, or recommendations to shareholders of any
action requiring shareholder approval.
4
The Board of Directors or the Chairman of the Board of Directors of the
Association may change the membership of any committee at any time, fill
vacancies therein, discharge any committee or member thereof either with or
without cause at any time, and change at any time the authority and
responsibility of any such committee.
A majority of the members of any committee of the Board of Directors may
fix such committee's rules of procedure. All action by any committee shall be
reported to the Board of Directors at a meeting succeeding such action, except
such actions as the Board may not require to be reported to it in the resolution
creating any such committee. Any action by any committee shall be subject to
revision, alteration, and approval by the Board of Directors, except to the
extent otherwise provided in the resolution creating such committee; provided,
however, that no rights or acts of third parties shall be affected by any such
revision or alteration.
ARTICLE IV
Officers and Employees
Section 4.1 Officers. The officers of the Association may be a Chairman of
the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen
(who shall not be required to be Directors of the Association), a President, one
or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other
officers, including officers holding similar or equivalent titles to the above
in regions, divisions or functional units of the Association, as may be
appointed by the Board of Directors. The Chairman of the Board and the President
shall be members of the Board of Directors. Any two or more offices may be held
by one person, but no officer shall sign or execute any document in more than
one capacity.
Section 4.2 Election, Term of Office, and Qualification. Each officer
shall be chosen by the Board of Directors and shall hold office until the annual
meeting of the Board of Directors held next after his election or until his
successor shall have been duly chosen and qualified, or until his death, or
until he shall resign, or shall have been disqualified, or shall have been
removed from office.
Section 4.3 Officers Acting as Assistant Secretary. Notwithstanding
Section 4.1 of these By-laws, any officer holding the title of Assistant Vice
President or above shall have, by virtue of his office, and by authority of the
By-laws, the authority from time to time to act as an Assistant Secretary of the
Association, and to such extent, said officers are appointed to the office of
Assistant Secretary.
Section 4.4 Chief Executive Officer. The Board of Directors shall
designate one of its members to be the President of this Association, and the
officer so designated shall be an ex officio member of all committees of the
Association except the Examining Committee, and its Chief Executive Officer
unless some other officer is so designated by the Board of Directors.
Section 4.5 Duties of Officers. The duties of all officers shall be
prescribed by the Board of Directors. Nevertheless, the Board of Directors may
delegate to the Chief Executive Officer the authority to prescribe the duties of
other officers of the Association not inconsistent with law, the charter, and
these By-laws, and to appoint other employees, prescribe their duties, and to
5
dismiss them. Notwithstanding such delegation of authority, any officer or
employee also may be dismissed at any time by the Board of Directors.
Section 4.6 Other Employees. The Board of Directors may appoint from time
to time such tellers, vault custodians, bookkeepers, and other clerks, agents,
and employees as it may deem advisable for the prompt and orderly transaction of
the business of the Association, define their duties, fix the salary to be paid
them, and dismiss them. Subject to the authority of the Board of Directors, the
Chief Executive Officer or any other officer of the Association authorized by
him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and
other clerks, agents, and employees, prescribe their duties and the conditions
of their employment, and from time to time fix their compensation.
Section 4.7 Removal and Resignation. Any officer or employee of the
Association may be removed either with or without cause by the Board of
Directors. Any employee other than an officer elected by the Board of Directors
may be dismissed in accordance with the provisions of the preceding Section 4.6.
Any officer may resign at any time by giving written notice to the Board of
Directors or to the Chief Executive Officer of the Association. Any such
resignation shall become effective upon its being accepted by the Board of
Directors, or the Chief Executive Officer.
ARTICLE V
Fiduciary Powers
Section 5.1 Trust Services Division. There shall be divisions of this
Association known as the Capital Management Group and the Wealth Management
Group which shall be responsible for the exercise of the fiduciary activities of
this Association.
Section 5.2 Trust Officers. There shall be one or more Officers of this
Association whose duties shall be to manage, supervise and direct all the
fiduciary activities of the Capital Management and Wealth Management Groups.
Further, there shall be one or more Senior Trust Officers designated to assist
the Officers in the performance of their duties. They shall do or cause to be
done all things necessary or proper in carrying out the business of the Capital
Management and Wealth Management Groups in accordance with provisions of
applicable laws and regulations.
Section 5.3 General Trust Committee. There shall be a General Trust
Committee composed of not fewer than four (4) members of the Board of Directors
or officers of this Association who shall be appointed annually, or from time to
time, by the Board of Directors of this Association. Each member shall serve
until his successor is appointed. The Board of Directors or the Chairman of the
Board may change the membership of the General Trust Committee at any time, fill
any vacancies therein, or discharge any member thereof with or without cause at
any time. The General Trust Committee shall counsel and advise on all matters
relating to the fiduciary business or affairs of the Capital Management and
Wealth Management Groups and shall adopt overall policies for the conduct of the
fiduciary business of the Capital Management and Wealth Management Groups,
including, but not limited to: general administration, investment policies, new
business development, and review for approval of major assignments of functional
responsibilities. The General Trust Committee shall assign the administration
and performance of any of its fiduciary powers or duties to any subcommittee as
6
it may designate. The General Trust Committee shall appoint the members of any
such subcommittees and shall determine the number of members which constitutes a
quorum at meetings of such subcommittees. The General Trust Committee shall meet
at least quarterly or as called for by its Chairman or any three (3) members of
the Committee. A quorum shall consist of three (3) members. In carrying out its
responsibilities, the General Trust Committee shall review the actions of all
officers, employees and committees utilized by this Association in connection
with the fiduciary activities of the Capital Management and Wealth Management
Groups and may assign the administration and performance of any fiduciary powers
or duties to any officers or employees of the Capital Management Group or Wealth
Management Group or to any committee it may designate. One of the methods to be
used in the review process will be the scrutiny of the Reports of Examination by
the Office of the Comptroller of the Currency and the reports of the Audit
Division of Wachovia Corporation, as they relate to the activities of the
Capital Management and Wealth Management Groups. These reviews shall be in
addition to reviews of such reports by the Audit Committee of the Board of
Directors. The Chairman of the General Trust Committee shall be appointed by the
Board of Directors. The Chairman of the General Trust Committee shall cause to
be recorded in appropriate minutes all actions taken by the Committee. The
minutes shall be signed by its Secretary and approved by its Chairman. Further,
the General Trust Committee shall make its minutes available to the Board of
Directors at its next regularly scheduled meeting following a meeting of the
General Trust Committee. As required by Section 9.4 of Regulation 9 of the
Comptroller of the Currency, the Board of Directors retains responsibility for
the proper exercise of this Association's fiduciary powers.
Members of the General Trust Committee will abide by the Association's
Code of Conduct as it applies to the Capital Management and Wealth Management
Groups.
ARTICLE VI
Stock and Stock Certificates
Section 6.1 Transfers. Shares of stock shall be transferable on the books
of the Association, and a transfer book shall be kept in which all transfers of
stock shall be recorded. Every person becoming a shareholder by such transfer
shall, in proportion to his shares, succeed to all rights and liabilities of the
prior holder of such shares.
Section 6.2 Stock Certificates. Certificates of stock shall bear the
signature of the Chairman, the Vice Chairman, the President, or a Vice President
(which may be engraved, printed, or impressed), and shall be signed manually or
by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant
Cashier, or any other officer appointed by the Board of Directors for that
purpose, to be known as an Authorized Officer, and the seal of the Association
shall be engraved thereon. Each certificate shall recite on its face that the
stock represented thereby is transferable only upon the books of the Association
properly endorsed.
7
ARTICLE VII
Corporate Seal
Section 7.1 The President, the Cashier, the Secretary, or any Assistant
Cashier, or Assistant Secretary, or other officer thereunto designated by the
Board of Directors shall have authority to affix the corporate seal to any
document requiring such seal, and to attest the same. Such seal shall be in the
form adopted by the Board of Directors.
ARTICLE VIII
Miscellaneous Provisions
Section 8.1 Fiscal Year. The fiscal year of the Association shall be
the calendar year.
Section 8.2 Execution of Instruments. All agreements, indentures,
mortgages, deeds, conveyances, transfers, certificates, declarations, receipts,
discharges, releases, satisfactions, settlements, petitions, notices,
applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and
other instruments or documents may be signed, executed, acknowledged, verified,
delivered or accepted in behalf of the Association by the Chairman of the Board,
the Vice Chairman of the Board, any Chairman or Vice Chairman, the President,
any Senior Executive Vice President, Executive Vice President, Vice President or
Assistant Vice President, the Secretary, the Cashier or Treasurer, or any
officer holding similar or equivalent titles to the above in any regions,
divisions or functional units of the Association, or, if in connection with the
exercise of fiduciary powers of the Association, by any of said officers or by
any Trust Officer or Assistant Trust Officer (or equivalent titles), and if so
required by applicable law or regulation, attested or countersigned by the
Secretary or Assistant Secretary; provided, however, that where required, any
such instrument shall be attested by one of said officers other than the officer
executing such instrument. Any such instruments may also be executed,
acknowledged, verified, delivered or accepted in behalf of the Association in
such other manner and by such other officers as the Board of Directors may from
time to time direct. The provisions of this Section 8.2 are supplementary to any
other provision of these By-laws.
Section 8.3 Records. The Articles of Association, the By-laws, and the
proceedings of all meetings of the shareholders, the Board of Directors,
standing committees of the Board, shall be recorded in appropriate minute books
provided for the purpose. The minutes of each meeting shall be signed by the
Secretary, Cashier, or other officer appointed to act as Secretary of the
meeting.
ARTICLE IX
By-laws
Section 9.1 Inspection. A copy of the By-laws, with all amendments
thereto, shall at all times be kept in a convenient place at the Main Office of
the Association, and shall be open for inspection to all shareholders, during
banking hours.
8
Section 9.2 Amendments. The By-laws may be amended, altered or repealed,
at any regular or special meeting of the Board of Directors, by a vote of a
majority of the whole number of Directors.
ARTICLE X
Emergency By-Laws
Section 10.1. Emergency. In the event of an emergency declared by the
President of the United States or the person performing his functions, the
officers and employees of this Association will continue to conduct the affairs
of the Association under such guidance from the Directors or the Executive
Committee as may be available except as to matters which by statute require
specific approval of the Board of Directors and subject to conformance with any
applicable governmental directives during the emergency.
Section 10.2. Officers Pro Tempore. The surviving members of the Board of
Directors or the Executive Committee shall have the power, in the absence or
disability of any officer, or upon the refusal of any officer to act, to
delegate and prescribe such officer's powers and duties to any other officer, or
to any Director, for the time being.
Section 10.3. Executive Committee Powers. In the event of a state of
disaster of sufficient severity to prevent the conduct and management of the
affairs and business of this Association by its Directors and officers as
contemplated by these By-laws, any two (2) or more available members of the
Board of Directors shall constitute the Executive Committee and shall constitute
a quorum of that Committee for the full conduct and management of the affairs
and business of the Association in accordance with the provisions of Article II
of these By-laws; and in addition, the Executive Committee shall be empowered to
exercise all of the powers reserved to the General Trust Committee under Section
5.3 of Article V hereof. In the event of the unavailability, at such time, of a
minimum of two (2) members of the then incumbent Executive Committee, any three
(3) available Directors shall constitute the Executive Committee for the full
conduct and management of the affairs and business of the Association in
accordance with the foregoing provisions of this section. This By-law shall be
subject to implementation by resolutions of the Board of Directors passed from
time to time for that purpose. Any provisions of these By-laws (other than this
section) and any resolutions which are contrary to the provisions of this
section or to the provisions of any such implementary resolutions shall be
suspended until it shall be determined by an interim Executive Committee acting
under this section that it shall be to the advantage of this Association to
resume the conduct and management of its affairs and business under all of the
other provisions of these By-laws.
Section 10.4. Officer Succession. If consequent upon war or warlike damage
or disaster, the Chief Executive Officer of this Association cannot be located
or is unable to assume or to continue normal executive duties, then the
authority and duties of the Chief Executive Officer shall, without further
action of the Board of Directors, be automatically assumed by one of the
following persons in the order designated:
Chairman
President
Head of the General Bank
9
Division Head/Area Administrator - Within this officer class, officers
shall take seniority on the basis of length of service in such office or,
in the event of equality, length of service as an officer of the
Association.
Any one of the above persons who in accordance with this Section 10.4
assumes the authority and duties of the Chief Executive Officer shall continue
to serve until he resigns or until five-sixths of the other officers who are
attached to the then acting Main Office decide in writing he is unable to
perform said duties or until the elected Chief Executive Officer of this
Association, or a person higher on the above list, shall become available to
perform the duties of Chief Executive Officer of the Association.
Section 10.5. Certification. Anyone dealing with this Association may
accept a certification by any three (3) officers that a specified individual is
acting as Chief Executive Officer in accordance with this By-law; and that
anyone accepting such certification may continue to consider it in force until
notified in writing of a change, said notice of change to carry the signatures
of three (3) officers of the Association.
Section 10.6. Alternate Locations. The offices of the Association at which
its business shall be conducted shall be the Main Office thereof and each of its
branches, and any other legally authorized location which may be leased or
acquired by this Association to carry on its business. During an emergency
resulting in any authorized place of business of this Association being unable
to function, the business ordinarily conducted at such location shall be
relocated elsewhere in suitable quarters, in addition to or in lieu of the
locations heretofore mentioned, as may be designated by the Board of Directors
or by the Executive Committee or by such persons as are then, in accordance with
resolutions adopted from time to time by the Board of Directors dealing with the
exercise of authority in the time of such emergency, conducting the affairs of
this Association. Any temporarily relocated place of business of this
Association shall be returned to its legally authorized location as soon as
practicable and such temporary place of business shall then be discontinued.
Section 10.7. Acting Main Offices. In case of war or warlike damage or
disaster, if the Main Office of this Association, located in Wilmington,
Delaware, is unable temporarily to continue its functions, then and in such
case, the largest branch office in the State of Delaware, based on the amount of
deposits held at such branch, which can carry on its functions, shall, without
further action of this Board of Directors, become the "Acting Main Office of
this Association".
Section 10.8. Resumption of Main Office. The Main Office shall resume its
functions at its legally authorized location as soon as practicable as
determined by the Executive Committee pursuant to Section 10.3 of these By-laws.
Form T-1 Exhibit 6
Consent of the Trustee
Wachovia Bank of Delaware, National Association, pursuant to the
requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended
(the "Act") in connection with the proposed issuance by Lamar Media Corp.'s
7.25% Senior Subordinated Notes due 2013, consents that reports of examination
by federal, state, territorial, or district authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor, as
contemplated by Section 321(b) of the Act.
Dated: January 21, 2003
WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION
By: /s/ Brian K. Justice
---------------------------------
Brian K. Justice, Vice President