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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
AUGUST 15, 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 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.
On August 15, 1997, a wholly-owned subsidiary of Lamar Advertising
Company (the "Company") acquired from Outdoor Systems, Inc. ("OSI"), for a cash
purchase price of approximately $116.0 million (excluding approximately $2.0
million in capitalized costs), certain outdoor advertising assets that OSI had
acquired from National Advertising Company, previously a wholly-owned
subsidiary of Minnesota Mining and Manufacturing Company ("3M"). Pursuant to
this acquisition (the "3M Acquisition"), the Company acquired approximately
1,745 bulletin displays in ten markets in the states of Arizona, California,
Colorado, Georgia, Kentucky, Louisiana, Michigan, Missouri and Texas.
This Form 8-K is being amended to provide the historical financial
statements and related notes for the assets acquired and liabilities assumed in
the 3M Acquisition as well as pro forma financial information of the Company
giving effect to the 3M Acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The statement of assets acquired and liabilities assumed by
Lamar Advertising Company of National Advertising Company from
Outdoor Systems, Inc. as of August 14, 1997, as well as the
related statement of revenues and expenses for the years ended
December 31, 1996 and 1995 and the six month period ended June
30, 1997, are filed herewith as Exhibit 99.1 and incorporated
herein by reference.
(b) Pro Forma Financial Statements.
The unaudited consolidated pro forma financial statements of
Lamar Advertising Company giving effect to the 3M Acquisition
are filed herewith as Exhibit 99.2 and incorporated herein by
reference.
(c) Exhibits.
2.1 Asset Purchase Agreement dated as of August 15, 1997
between The Lamar Corporation and Outdoor Systems, Inc.
Previously filed as the same numbered exhibit to the
initial filing of this report.
23.1 Consent of Coopers & Lybrand L.L.P. Filed herewith.
99.1 The statement of assets acquired and liabilities
assumed by Lamar Advertising Company of National
Advertising Company from Outdoor Systems, Inc.
as of August 14, 1997, and the related statement
of revenues and expenses for the years ended
December 31, 1996 and 1995 and the six month
period ended June 30, 1997. Filed herewith.
99.2 Unaudited consolidated pro forma financial statements of
Lamar Advertising Company giving effect to the 3M
Acquisition. 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: October 27, 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 Asset Purchase Agreement dated as of August 14, 1997
between The Lamar Corporation and Outdoor Systems, Inc.
Previously filed as the same numbered exhibit to the
initial filing of this report.
23.1 Consent of Coopers & Lybrand L.L.P. Filed herewith.
99.1 The statement of assets acquired and liabilities assumed
by Lamar Advertising Company of National Advertising Company
from Outdoor Systems, Inc. as of August 14, 1997, and the
related statement of revenues and expenses for the years
ended December 31, 1996 and 1995 and the six month
period ended June 30, 1997. Filed herewith.
99.2 Unaudited consolidated pro forma financial statements
of Lamar Advertising Company giving effect to the 3M
Acquisition. Filed herewith.