-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FcGJzuLmCbKsGql9f5K/TJIbw6fgk+xM69zFesjwDM+OTiUAWKUeAw17ODcYJwtu UeyxnIU+iD/3dVxIXO7Ang== 0000950134-99-006411.txt : 19990720 0000950134-99-006411.hdr.sgml : 19990720 ACCESSION NUMBER: 0000950134-99-006411 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING CO /DE/ CENTRAL INDEX KEY: 0000899045 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721205791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-60331 FILM NUMBER: 99666552 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FORMER COMPANY: FORMER CONFORMED NAME: LAMAR MEDIA CORP DATE OF NAME CHANGE: 19990713 FORMER COMPANY: FORMER CONFORMED NAME: LAMAR ADVERTISING CO DATE OF NAME CHANGE: 19930319 POS AM 1 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1999. REGISTRATION NO. 333-60331 ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ LAMAR ADVERTISING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 72-1205791 (State or other jurisdiction (I.R.S. Employer of incorporation or Identification organization) Number) 5551 CORPORATE BOULEVARD BATON ROUGE, LOUISIANA 70808 (504) 926-1000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------------------ KEVIN P. REILLY, JR. CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER LAMAR ADVERTISING COMPANY 5551 CORPORATE BOULEVARD BATON ROUGE, LOUISIANA 70808 (504) 926-1000 (Name, address, including zip code, and telephone number, including area code, of agent for service) WITH A COPY TO: STANLEY KELLER, ESQ. PALMER & DODGE LLP ONE BEACON STREET BOSTON, MASSACHUSETTS 02108 (617) 573-0100 -------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. ------------------------ If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 This post-effective amendment is being filed under the Securities Act of 1933 (the "Securities Act") to reflect the anticipated adoption by Lamar Advertising Company, a Delaware corporation ("Lamar"), of a holding company form of organizational structure. Prior to effectiveness of this registration statement, the holding company organizational structure will be effected pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among Lamar, Lamar New Holding Co., a Delaware corporation and direct wholly-owned subsidiary of Lamar ("Holdco"), and Lamar Holdings Merge Co., a Delaware corporation and wholly-owned subsidiary of Holdco ("Merger Sub"). The Merger Agreement provides for, among other things, the merger (the "Merger") of Lamar with Merger Sub, with Lamar as the surviving corporation. Pursuant to Section 251(g) of the General Corporation Law of the State of Delaware, Lamar stockholder approval of the Merger will not be required. As a result of the Merger, Lamar will become a direct wholly-owned subsidiary of Holdco. Pursuant to the Merger Agreement, each share of Lamar's issued and outstanding capital stock will be converted into and exchanged for one share of an identical class or series of capital stock of Holdco, and thus each share of class A common stock, par value $.001 per share, of Lamar issued and outstanding will be converted into and exchanged for one share of class A common stock, par value $.001 per share, of Holdco. In addition, Lamar will change its name to Lamar Media Corp. and the name of Holdco will become Lamar Advertising Company. Upon effectiveness of the Merger and effectiveness of this registration statement and in accordance with Rule 414 under the Securities Act, Holdco, as the successor issuer of the class A common stock, hereby expressly adopts this registration statement as its own registration statement for all purposes of the Securities Act and the Securities Exchange Act of 1934. The applicable registration fees were paid at the time of the original filing of this registration statement. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 16, 1999. LAMAR ADVERTISING COMPANY By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr., PRESIDENT AND CHIEF EXECUTIVE OFFICER 4 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on July 16, 1999.
SIGNATURE TITLE - -------------------------------- -------------------------- /s/ KEVIN P. REILLY, JR. - -------------------------------- Director and Principal Executive Officer Kevin P. Reilly, Jr. /s/ KEITH A. ISTRE - -------------------------------- Director and Principal Financial and Accounting Keith A. Istre Officer * - -------------------------------- Director Charles W. Lamar * - -------------------------------- Director Gerald H. Marchand /s/ JACK S. ROME, JR. - -------------------------------- Director Jack S. Rome, Jr. /s/ SEAN REILLY - -------------------------------- Director Sean Reilly * - -------------------------------- Director T. Everett Stewart, Jr. - -------------------------------- Director Stephen P. Mumblow
By: /s/ KEVIN P. REILLY, JR. ----------------------------- Kevin P. Reilly, Jr. Attorney-In-Fact -----END PRIVACY-ENHANCED MESSAGE-----