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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):
APRIL 1, 1997
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 ROUTE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(504) 926-1000
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 1, 1997, Lamar Advertising Company (the "Company")
acquired the outstanding capital stock of Penn Advertising, Inc. ("Penn") for a
cash purchase price of approximately $167.0 million. Pursuant to this
acquisition, the Company has acquired a total of 8,500 outdoor advertising
displays throughout the states of Maryland, New York and Pennsylvania. The
Company has agreed to sell approximately 1,400 of these displays in Baltimore,
Maryland to Universal Outdoor, Inc. ("Universal") for a cash purchase price of
$46.5 million. The sale to Universal is subject to expiration of the
Hart-Scott-Rodino filing period and satisfaction of other closing conditions.
Funds for the acquisition were provided from the proceeds of
the Company's November 1996 public offerings of its Class A Common Stock and
9 5/8% Senior Subordinated Notes due 2006 and a $94 million draw under the
Company's credit facility with a syndicate of commercial banks. The nature and
amount of the consideration paid in the acquisition were determined by
negotiation between the Company and Penn following a bidding process in which
Penn solicited proposals for the acquisition. There was no material relationship
between Penn and the Company or any of its affiliates, directors or officers, or
any associate of any director or officer of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
To be filed by amendment.
(b) Pro Forma Financial Statements.
To be filed by amendment.
(c) Exhibits.
2.1 Stock Purchase Agreement dated as of
February 7, 1997 between the Company and the
stockholders of Penn Advertising, Inc. named
therein. Filed herewith.
99.1 Press Release dated April 1, 1997. 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: April 14, 1997 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.
2.1 Stock Purchase Agreement dated as of February 7, 1997
between the Company and the stockholders of Penn
Advertising, Inc. named therein. Filed herewith.
99.1 Press Release dated April 1, 1997. Filed herewith.