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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):
NOVEMBER 1, 1996
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-20833 72-1205791
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(504) 926-1000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On November 1, 1996, Lamar Advertising Company (the "Company") acquired all
of the outstanding capital stock of FKM Advertising Co., Inc. ("FKM") for a cash
purchase price of $40.0 million. Pursuant to this acquisition, the Company has
acquired a total of 122 bulletins and 537 posters in Youngstown, Ohio and 553
bulletins located across the state of Pennsylvania on interstate highways and
other primary roads.
Funds for the acquisition were provided from borrowings under the Company's
revolving credit facility with a group of banks led by The Chase Manhattan Bank.
The nature and amount of the consideration paid in the acquisition were
determined by negotiation between the Company and FKM following a bidding
process in which FKM solicited proposals for the acquisition of the company.
There was no material relationship between FKM or its shareholders and the
Company or any of its affiliates, directors or officers, or any associate of any
director or officer of the Company.
ITEM 5. OTHER EVENTS.
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On November 7, 1996, the Company announced that, in connection with its
tender offer for (the "Tender Offer"), and its consent solicitation with respect
to, all of its $100 million outstanding 11% Senior Secured Notes due May 15,
2003 (the "Notes"), holders representing over a majority in principal amount of
the Notes had validly tendered their Notes and delivered their consents to
certain amendments to the indenture (the "Indenture") under which the Notes were
issued. The Indenture, as amended and restated on November 8, 1996, is filed as
Exhibit 4.1 to this report. Although such amended and restated Indenture has
been executed, it will not become operative until the Tender Offer is
consummated in accordance with its terms. The Tender Offer will expire on
November 25, 1996, unless extended, at which time the Company expects to
purchase all of the Notes validly tendered. The Company hereby incorporates by
reference the contents of its press releases dated November 7, 1996 and
November 13, 1996, filed as Exhibits 99.1 and 99.3, respectively, to this
report.
On November 11, 1996, the Company announced that it (i) has been selected
to operate the logo sign franchise for the state of Florida, (ii) has been
selected to provide tourist-oriented directional signs for the province of
Ontario, Canada, (iii) has signed purchase agreements to acquire the logo sign
franchises for the states of Kentucky and Nevada, which is subject to customary
closing conditions, including required regulatory approvals and (iv) has
acquired for $1.1 million in cash approximately 450 transit advertising displays
in Georgia and South Carolina. The Company hereby incorporates by reference the
contents of its press release dated November 11, 1996 filed as Exhibit 99.2 to
this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements.
Historical financial statements (and related notes) of FKM Advertising
Co., Inc. as of December 31, 1994 and 1995 and September 30, 1996
(unaudited) and for the years ended December 31, 1994 and 1995 and the nine
months ended September 30, 1996 (unaudited). Previously filed at pages F-19
through F-32 to the Company's Registration Statement on Form S-3 (File No.
333-14677) and incorporated herein by reference.
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(b) PRO FORMA Financial Statements.
An unaudited PRO FORMA balance sheet (and related notes) as of July
31, 1996 and unaudited PRO FORMA statements of earnings (loss) (and related
notes) for the year ended October 31, 1995, the nine months ended July 31,
1996 and the twelve months ended July 31, 1996, giving effect to (i) the
acquisition by the Company of FKM Advertising Co., Inc., (ii) the probable
acquisition by the Company of Outdoor East, L.P., (iii) the consummation of
the Company's initial public equity offering and the application of the net
proceeds therefrom, (iv) the execution of a proposed new revolving credit
facility with a commercial bank, (v) the consummation of the Company's
pending common stock and senior subordinated note offerings and the
application of the estimated net proceeds therefrom and (vi) the
consummation of the tender offer for the Company's outstanding senior
secured notes. Previously filed at pages 23 through 32 to the Company's
Registration Statement on Form S-3 (File No. 333-14677) and incorporated
herein by reference.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of September 25, 1996 between the
Company and the shareholders of FKM Advertising Co., Inc. Previously
filed as Exhibit 10.17 to the Company's Registration Statement on Form
S-3 (File No. 333-14677) and incorporated herein by reference.
4.1 Form of Second Supplemental Indenture in the form of an Amended and
Restated Indenture dated November 8, 1996 relating to the Company's
11% Senior Secured Notes due May 15, 2003. Filed herewith.
4.2 Notice of Trustee dated November 8, 1996 with respect to the release
of the security interest in the Trustee on behalf of the holders of
the Company's 11% Senior Secured Notes due May 15, 2003. Filed
herewith.
99.1 Press Release dated November 7, 1996. Filed herewith.
99.2 Press Release dated November 11, 1996. Filed herewith.
99.3 Press Release dated November 13, 1996. Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 15, 1996 LAMAR ADVERTISING COMPANY
By:/s/ Keith A. Istre
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Keith A. Istre
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT SEQUENTIAL
NO. DESCRIPTION PAGE NO.
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2.1 Stock Purchase Agreement dated as of September 25, 1996
between the Company and the shareholders of FKM
Advertising Co., Inc. Previously filed as Exhibit 10.17
to the Company's Registration Statement on Form S-3
(File No. 333-14677) and incorporated herein by reference.
4.1 Form of Second Supplemental Indenture in the form of an
Amended and Restated Indenture dated November 8, 1996
relating to the Company's 11% Senior Secured Notes due
May 15, 2003. Filed herewith.
4.2 Notice of Trustee dated November 8, 1996 with respect to
the release of the security interest in the Trustee on
behalf of the holders of the Company's 11% Senior
Secured Notes due May 15, 2003. Filed herewith.
99.1 Press release dated November 7, 1996. Filed herewith.
99.2 Press release dated November 11, 1996. Filed herewith.
99.3 Press release dated November 13, 1996. Filed herewith.