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Filed pursuant to
Rule 424(b)(3)
Reg. No. 333-45490
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED SEPTEMBER 21, 2000)
LAMAR ADVERTISING COMPANY
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5,000,000 SHARES
CLASS A COMMON STOCK
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This is a public offering of Class A common stock of Lamar Advertising Company.
All of the shares are being offered by one of our stockholders.
Our Class A common stock is traded on the Nasdaq National Market under the
symbol LAMR. On January 11, 2001 the last reported sale price of our Class A
common stock was $46.00 per share.
The underwriter will purchase the Class A common stock from the selling
stockholder at a price of $42.25 per share, resulting in $211,250,000 aggregate
proceeds to the selling stockholder. The underwriter may offer the Class A
common stock through negotiated transactions at market prices prevailing at the
time of sale, at prices relating to prevailing market prices or at negotiated
prices. See "Underwriting."
The selling stockholder has granted the underwriter the right to purchase up to
750,000 additional shares of Class A common stock at the same price to cover
over-allotments.
INVESTING IN OUR CLASS A COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
DEUTSCHE BANC ALEX. BROWN
The date of this prospectus supplement is January 11, 2001.
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ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about this offering of shares of our Class A
common stock in: (a) this prospectus supplement, which provides the specific
details regarding this offering, and (b) the accompanying base prospectus, which
provides general information. Generally, when we refer to this "prospectus," we
are referring to both documents combined. Some of the information in the base
prospectus may not apply to this offering. If information in this prospectus
supplement is inconsistent with the accompanying prospectus, you should rely on
this prospectus supplement.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by the
selling stockholder.
SELLING STOCKHOLDER
Immediately prior to this offering, the selling stockholder owned
24,115,073 shares of our Class A common stock, representing approximately 24.8%
of our common stock. After this offering, the selling stockholder will own
19,115,073 shares of our Class A common stock, representing approximately 19.7%
of our common stock. If the underwriter exercises its over-allotment option in
full, the selling stockholder will own 18,365,073 shares of our Class A common
stock, representing approximately 18.9% of our common stock.
UNDERWRITING
We and the selling stockholder have entered into an underwriting agreement
with Deutsche Bank Securities Inc. with respect to the shares being offered by
this prospectus supplement. Subject to certain conditions, the selling
stockholder has agreed to sell to Deutsche Bank Securities Inc., and Deutsche
Bank Securities Inc. has agreed to purchase from the selling stockholder, the
5,000,000 shares of Class A common stock offered hereby.
The underwriting agreement provides that the obligations of the underwriter
are subject to conditions precedent and that the underwriter will purchase all
of the shares of Class A common stock offered hereby, other than those covered
by the over-allotment option described below, if any of these shares are
purchased.
The underwriter proposes to offer the shares of Class A common stock from
time to time for sale in one or more negotiated transactions or otherwise at
market prices prevailing at the time of sale or at negotiated prices, subject to
receipt and acceptance by it and subject to its right to reject any order in
whole or in part. In connection with the sale of the shares of Class A common
stock offered hereby, the underwriter may be deemed to have received
compensation in the form of underwriting discounts.
The selling stockholder has granted to the underwriter an option,
exercisable not later than 30 days after the date of this prospectus supplement,
to purchase up to an aggregate of 750,000 additional shares of Class A common
stock at the price set forth on the cover page of this prospectus supplement.
The underwriter may exercise this option only to cover over-allotments made in
connection with the sale of the Class A common stock offered hereby. To the
extent that the underwriter exercises this option, the selling stockholder will
be obligated to sell these additional shares of Class A common stock to the
underwriter to the extent the option is exercised. If any additional shares of
Class A common stock are purchased, the underwriter will offer the additional
shares on the same terms as those on which the 5,000,000 shares are being
offered.
We and the selling stockholder have agreed to indemnify the underwriter
against some specified types of liabilities, including liabilities under the
Securities Act and to contribute to payments the underwriter may be required to
make in respect of these liabilities.
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Subject to certain exceptions, we and certain of our stockholders and the
selling stockholder have each agreed not to directly or indirectly offer, sell,
pledge, contract to sell (including any short sale), grant any option to
purchase or otherwise dispose of any shares of our capital stock (including
shares of capital stock which may be deemed to be beneficially owned in
accordance with the rules and regulations of the Securities and Exchange
Commission and shares of capital stock which may be issued upon exercise of a
stock option or warrant) or enter into any hedging transaction relating to the
capital stock for a period of 60 days after the date of this prospectus
supplement, without the prior written consent of Deutsche Bank Securities Inc.
This consent may be given at any time without public notice.
Deutsche Bank Securities Inc. has advised us that it may make short sales
of our Class A common stock in connection with this offering, resulting in the
sale by Deutsche Bank Securities Inc. of a greater number of shares than it is
required to purchase pursuant to the underwriting agreement. The short position
resulting from those short sales will be deemed a "covered" short position to
the extent that it does not exceed the 750,000 shares subject to the
underwriter's over-allotment option and will be deemed a "naked" short position
to the extent that it exceeds that number. A naked short position is more likely
to be created if Deutsche Bank Securities Inc. is concerned that there may be
downward pressure on the trading price of the Class A common stock in the open
market that could adversely affect investors who purchase shares in this
offering. Deutsche Bank Securities Inc. may reduce or close out its covered
short position either by exercising the over-allotment option or by purchasing
shares in the open market. In determining which of these alternatives to pursue,
Deutsche Bank Securities Inc. will consider the price at which shares are
available for purchase in the open market as compared to the price at which it
may purchase shares through the over-allotment option. Any "naked" short
position will be closed out by purchasing shares in the open market. Similar to
the other stabilizing transactions described below, open market purchases made
to cover all or a portion of its short position may have the effect of
preventing or retarding a decline in the market price of our Class A common
stock following this offering. As a result, our Class A common stock may trade
at a price that is higher than the price that otherwise might prevail in the
open market.
Deutsche Bank Securities Inc. has advised us that, pursuant to Regulation M
under the Securities Act of 1933, as amended, it may engage in transactions,
including stabilizing bids, that may have the effect of stabilizing or
maintaining the market price of the shares of our Class A common stock at a
level above that which might otherwise prevail in the open market. A
"stabilizing bid" is a bid for or the purchase of shares of Class A common stock
on behalf of Deutsche Bank Securities Inc. for the purpose of fixing or
maintaining the price of Class A common stock. Deutsche Bank Securities Inc. has
advised us that stabilizing bids and open market purchases may be effected on
the Nasdaq National Market, in the over-the-counter market or otherwise and, if
commenced, may be discontinued at any time.
LEGAL MATTERS
Palmer & Dodge LLP, Boston, Massachusetts, will provide us with an opinion
as to legal matters in connection with the validity of the securities offered by
this prospectus. Piper Marbury Rudnick & Wolfe LLP, Baltimore, Maryland, will
pass upon legal matters for the underwriter.
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT
OR THE ACCOMPANYING PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF
CLASS A COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.
THE INFORMATION CONTAINED IN THIS DOCUMENT IS ACCURATE ONLY AS OF THE DATE OF
THIS PROSPECTUS SUPPLEMENT, REGARDLESS OF THE TIME OF DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR OF ANY SALE OF THE CLASS A COMMON STOCK.
TABLE OF CONTENTS
PAGE
PROSPECTUS SUPPLEMENT
About this Prospectus Supplement .......................................... S-2
Use of Proceeds ........................................................... S-2
Selling Stockholder ....................................................... S-2
Underwriting .............................................................. S-2
Legal Matters ............................................................. S-3
PROSPECTUS
Business of Lamar ......................................................... 3
Recent Developments ....................................................... 3
Risk Factors .............................................................. 4
Note Regarding Forward-Looking Statements ................................. 9
Selling Stockholders ...................................................... 10
Plan of Distribution ...................................................... 11
Legal Matters ............................................................. 12
Experts ................................................................... 12
Where You Can Find More Information........................................ 13
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LAMAR ADVERTISING COMPANY
5,000,000 SHARES
CLASS A COMMON STOCK
DEUTSCHE BANC ALEX. BROWN
PROSPECTUS SUPPLEMENT
JANUARY 11, 2001