-----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, CEgkl0bmrwjCBF/BaMFl3OvFxVoJdPJ2VtgI9CaYKhg9EXotKBxr25rd22HBuUVo 5g0EP+Uqm6/b5QT1E7kqXA== 0000909518-00-000173.txt : 20000313 0000909518-00-000173.hdr.sgml : 20000313 ACCESSION NUMBER: 0000909518-00-000173 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000310 GROUP MEMBERS: AMFM HOLDINGS INC. GROUP MEMBERS: AMFM INC GROUP MEMBERS: AMFM OPERATING INC. GROUP MEMBERS: CAPSTAR BROADCASTING PARTNERS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR MEDIA CORP/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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-47525 FILM NUMBER: 566234 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 ADVERTISING CO /DE/ DATE OF NAME CHANGE: 19990714 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMFM INC CENTRAL INDEX KEY: 0000894972 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 752247099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 CONGRESS AVE STREET 2: SUITE 1400 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 5123407800 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: STE 600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR MEDIA CORP/ DATE OF NAME CHANGE: 19970924 FORMER COMPANY: FORMER CONFORMED NAME: CHANCELLOR MEDIA CORP DATE OF NAME CHANGE: 19970905 FORMER COMPANY: FORMER CONFORMED NAME: EVERGREEN MEDIA CORP DATE OF NAME CHANGE: 19930326 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 13D (RULE 13D-101) Under the Securities Exchange Act of 1934 AMENDMENT NO. 1 LAMAR ADVERTISING COMPANY - -------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $0.001 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 512815-10-1 - -------------------------------------------------------------------------------- (CUSIP Number) Thomas O. Hicks Chairman and Chief Executive Officer AMFM Inc. 1845 Woodall Rodgers Freeway, Suite 1300 Dallas, Texas 75201 (214) 922-8700 - -------------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) September 15, 1999 - -------------------------------------------------------------------------------- (Date of event which requires filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box. [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) AMFM INC. - ---------- --------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ---------- --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------- --------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ---------- --------------------------------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ---------- --------------------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.3% - ---------- --------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND (II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 2 - ---------- --------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) AMFM HOLDINGS INC. - ---------- --------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ---------- --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------- --------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ---------- --------------------------------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ---------- --------------------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.3% - ---------- --------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND (II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 3 - ---------- --------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) CAPSTAR BROADCASTING PARTNERS, INC. - ---------- --------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ---------- --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------- --------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ---------- --------------------------------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ---------- --------------------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.3% - ---------- --------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------- --------------------------------------------------------------------------------------------------------------- * THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND (II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 4 - ---------- --------------------------------------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) AMFM OPERATING INC. - ---------- --------------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ---------- --------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------- --------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - ---------- --------------------------------------------------------------------------------------------------------------- 8 SHARED VOTING POWER 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - ---------- --------------------------------------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 26,227,273* - ---------- --------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - ---------- --------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 37.3% - ---------- --------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - ---------- ---------------------------------------------------------------------------------------------------------------
* THE REPORTING PERSON EXPRESSLY DISCLAIMS (I) THE EXISTENCE OF ANY GROUP AND (II) BENEFICIAL OWNERSHIP WITH RESPECT TO ANY SHARES OTHER THAN THE SHARES OWNED OF RECORD BY SUCH REPORTING PERSON. SEE ITEM 5. 5 This Amendment No. 1 to Schedule 13D amends and supplements Items 2, 3, 4, 5, 6 and 7 contained in the Schedule 13D initially filed with the Securities and Exchange Commission on or about June 11, 1999 (the "Original Schedule 13D") by Chancellor Media Corporation (now known as AMFM Inc.), Chancellor Mezzanine Holdings Corporation ("Mezzanine," now known as AMFM Holdings Inc.) and Chancellor Media Corporation of Los Angeles ("CMCLA," which entity has since been merged with and into another entity now known as AMFM Operating Inc.), with respect to the Class A Common Stock, $0.001 par value, of Lamar Advertising Company. Item 1 of the Original Schedule 13D remains unchanged. Each capitalized term used herein and not otherwise defined has the meaning given such term in the Original Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND (a) Name of Person(s) Filing this Statement (the "Filing Parties"): AMFM Inc., a Delaware corporation; AMFM Holdings Inc., a Delaware corporation; Capstar Broadcasting Partners, Inc., a Delaware corporation; and AMFM Operating Inc. ("AMFM Operating"). (b) Residence or Business Address: The address of the principal business office of the Filing Parties is 1845 Woodall Rodgers Freeway, Suite 1300, Dallas, Texas 75201. (c) Present Principal Occupation: Each of the Filing Parties is a business organization principally engaged in the radio broadcasting industry. (d) Convictions in Criminal Proceedings during the last 5 Years: None of the Filing Parties have been convicted in a criminal proceeding during the last 5 years. (e) Proceedings involving Federal or State Securities Laws: None of the Filing Parties have, during the last 5 years, been a party to any civil proceeding as a result of which he or it was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Citizenship: Each of the Filing Parties is organized under the jurisdiction indicated in paragraph (a) of this Item 2. The attached Schedule I is a list of the directors and executive officers of the Filing Parties which contains the following information with respect to each person: 6 (i) name; (ii) principal business address; and (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted. Each person identified on Schedule I hereto is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS As more fully described in Item 6 below, on September 15, 1999, Mezzanine acquired 20,518,417 shares of Class A Common Stock (and certain cash consideration) in exchange for 1,000 shares of common stock, par value $.01 per share (the "Whiteco Shares"), of Chancellor Media Whiteco Outdoor Corporation ("Whiteco") and CMCLA acquired 5,708,856 shares of Class A Common Stock (and certain cash consideration) in exchange for 1,000 shares of common stock, par value $.01 per share (the "Outdoor Shares"), of Chancellor Media Outdoor Corporation ("Outdoor"). In a series of corporate restructurings (the "Restructuring"), all shares of the Class A Common Stock held by Mezzanine and CMCLA were contributed to AMFM Operating. ITEM 4. PURPOSE OF TRANSACTION Mezzanine and CMCLA consummated the transactions described herein in order to dispose of their direct interests in Whiteco and Outdoor and to acquire a significant interest in the Company for investment purposes. Subject to market conditions, the lock-up provisions contained in the Stockholders Agreement, dated as of September 15, 1999, by and among the Company, Mezzanine, CMCLA and certain other stockholders signatory thereto (the "Stockholders Agreement") and other factors, the Filing Parties or their affiliates may acquire additional shares of Class A Common Stock or dispose of the shares of Class A Common Stock held by them from time to time in future open-market, privately negotiated or other transactions, and may enter into agreements with third parties relating to acquisitions of securities issued or to be issued by the Company or may effect other similar agreements or transactions. ITEM 5. INTEREST IN SECURITIES OF ISSUER (a) and (b) Each of the Filing Parties may be deemed to have beneficially owned in the aggregate 26,227,273 shares of the Class A Common Stock of the Company by virtue of AMFM Operating's ownership of such shares. The aggregate number of shares of Class A Common Stock covered by this Schedule 13D represents approximately 37.3% of the outstanding shares of Class A Common Stock as of November 10, 1999 (the most recent date that the Company's outstanding share information has been made publicly available). Based upon the terms of the Company's certificate of incorporation, the shares of Class A Common Stock and Class B Common Stock outstanding and entitled to vote on most matters submitted to stockholders as a single class (except as otherwise required by Delaware law), with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes. Therefore each of the Filing Parties may be deemed to 7 have shared voting power representing approximately 10.7% of the outstanding voting power of the Company as of November 10, 1999. Each of the Filing Parties disclaims beneficial ownership of all shares of Class A Common Stock covered by this Schedule 13D not owned of record by it. (c) Except as set forth herein, to the knowledge of the Filing Parties with respect to the other persons named in response to paragraph (a), none of the persons named in response to paragraph (a) has effected any transactions in shares of Class A Common Stock during the past 60 days. (d) None. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER Pursuant to that certain Second and Amended and Restated Stock Purchase Agreement (the "Purchase Agreement"), dated August 11, 1999, by and among the Company, Lamar Media Corp., Mezzanine and CMCLA, on September 15, 1999, Mezzanine acquired 20,518,417 shares of the Class A Common Stock in exchange for the Whiteco Shares and certain cash consideration and CMCLA acquired 5,708,856 shares of the Class A Common Stock in exchange for the Outdoor Shares and certain cash consideration. In the Restructuring, all shares of the Class A Common Stock held by Mezzanine and CMCLA were contributed to AMFM Operating. As a result of the transactions consummated pursuant to the Purchase Agreement and the Restructuring, each of the Filing Parties may be deemed to be the beneficial owner of 26,227,273 shares of Common Stock. In connection with the closing of the transactions contemplated by the Purchase Agreement, Mezzanine and CMCLA entered into the Stockholders Agreement. Pursuant to the Stockholders Agreement, as more fully described in Article 2 thereof, the parties agreed that the Board of Directors of the Company would consist of ten individuals and that a majority of the shares held by Mezzanine, CMCLA and any of their affiliates would be entitled to designate two directors. Also pursuant to the Stockholders Agreement, as more fully described in Article 3 thereof and subject to the exceptions described therein, Mezzanine and CMCLA agreed that, prior to 12 months following the closing of the transactions contemplated by the Purchase Agreement, neither Mezzanine nor CMCLA would sell or otherwise transfer any of the shares of Class A Common Stock held by them. Also in connection with the closing of the transactions contemplated by the Purchase Agreement, Mezzanine, CMCLA and the Company entered into that certain Registration Rights Agreement (the "Registration Rights Agreement"), dated as of September 15, 1999. As more fully described in Section 2.1 of the Registration Rights Agreement, the Company generally is obligated to file and maintain for the benefit of Mezzanine and CMCLA a shelf registration statement under the Securities Act of 1933, as amended (the "Securities Act"), covering resales of the Class A Common Stock held by them. As more fully described in Section 2.2 of the Registration Rights Agreement, the Company is also required, 8 upon the demand of Mezzanine and CMCLA (but not more than three times in the aggregate or more than once in any 12 month period), to prepare and file a registration statement to effect an offering of the Class A Common Stock held by Mezzanine and CMCLA under the Securities Act. Finally, as more fully described in Section 2.3 of the Registration Rights Agreement, the Company granted to Mezzanine and CMCLA certain incidental registration rights with respect to other offerings under the Securities Act. The descriptions of the Purchase Agreement, the Stockholders Agreement and the Registration Rights Agreement contained herein are qualified in their entirety by reference to the applicable agreements, which are incorporated by reference herewith as Exhibits 99(a), 99(b) and 99(c), respectively. The information set forth in Items 3, 4 and 5 above and the Exhibits filed herewith are incorporated by reference herein. The description of the Restructuring set forth in the Current Report on Form 8-K of Capstar Broadcasting Partners, Inc. filed on December 1, 1999 is also incorporated by reference herein. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 99(a) Second Amended and Restated Stock Purchase Agreement, dated as of August 11, 1999, by and among the Company, Lamar Media Corp., Mezzanine and CMCLA.* 99(b) Stockholders Agreement, dated as of September 15, 1999, by and between the Company and other stockholders signatory thereto.** 99(c) Registration Rights Agreement, dated as of September 15, 1999, by and among the Company, Mezzanine and CMCLA.** * Incorporated by reference to AMFM Inc.'s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999. ** Filed herewith. 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 9, 2000 AMFM INC. By: /s/ W. SCHUYLER HANSEN ----------------------------- W. Schuyler Hansen Senior Vice President and Chief Accounting Officer 10 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 9, 2000 AMFM HOLDINGS INC. By: /s/ W. SCHUYLER HANSEN ---------------------------- W. Schuyler Hansen Senior Vice President and Chief Accounting Officer 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 9, 2000 CAPSTAR BROADCASTING PARTNERS, INC. By: /s/ W. SCHUYLER HANSEN ----------------------------- W. Schuyler Hansen Senior Vice President and Chief Accounting Officer 12 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 9, 2000 AMFM OPERATING INC. By: /s/ W. SCHUYLER HANSEN ---------------------------- W. Schuyler Hansen Senior Vice President and Chief Accounting Officer 13 SCHEDULE I ---------- AMFM INC., AMFM HOLDINGS INC., CAPSTAR BROADCASTING PARTNERS, INC. AND AMFM OPERATING INC. Name, business address and present principal occupation or employment of the directors and executive officers: Directors - --------- Thomas O. Hicks Chairman of the Board and Chief Executive Officer Chairman of the Board and Chief Executive Officer of Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court, Suite 1600 Dallas, Texas 75201 R. Steven Hicks Vice Chairman of the Board and President and Chief Executive Officer of AMFM New Media Group 600 Congress Avenue, Suite 1400 Austin, Texas 78701 Robert L. Crandall Retired Chairman and Chief Executive Officer of AMR Corp. 5215 N. O'Connor Blvd., Suite 1775 Irving, Texas 75039 Thomas J. Hodson President of TJH Capital, Inc. 774 Mays Blvd. #10-144 Incline Village, Nevada 89451 Vernon E. Jordan, Jr. Sr. Managing Director in New York office of Lazard Freres & Co., LLC Of Counsel - Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1333 New Hampshire Avenue, N.W., Suite 400 Washington, D.C. 20036 Michael J. Levitt Partner of Hicks, Muse, Tate & Furst Incorporated 1325 Avenue of the Americas, 25th Floor New York, New York 10019 14 Perry J. Lewis Founder of Morgan, Lewis, Githens & Ahn 2 Greenwich Plaza Greenwich, Connecticut 06830 John H. Massey Private Investor and Corporate Director of FSW Holdings, Inc. 1700 Pacific Avenue, Suite 500 Dallas, Texas 75201 Lawrence D. Stuart, Jr. Partner of Hicks, Muse, Tate & Furst Incorporated 200 Crescent Court, Suite 1600 Dallas, Texas 75201 R. Gerald Turner President of Southern Methodist University 6425 Boaz - Room 225 Perkins Administration Bldg. Dallas, Texas 75275 J. Otis Winters Non-executive Chairman of The PWS Group 5956 Sherry Lane, Suite 2001 Dallas, Texas 75225 Executive Officers who are not Directors - ---------------------------------------- D. Geoffrey Armstrong Executive Vice President, Chief Financial Officer and Treasurer 600 Congress Avenue, Suite 1400 Austin, Texas 78701 Kenneth J. O'Keefe Executive Vice President and President, Chief Executive Officer and Chief Operating Officer of AMFM Radio Group 360 Newbury, 6th Floor Boston, Massachusetts 02115 William S. Banowksy, Jr. Executive Vice President and General Counsel 600 Congress Avenue, Suite 1400 Austin, Texas 78701 15 Exhibit Index ------------- Name of Exhibit --------------- 99(a) Second Amended and Restated Stock Purchase Agreement, dated as of August 11, 1999, by and among the Company, Lamar Media Corp., Mezzanine and CMCLA.* 99(b) Stockholders Agreement, dated as of September 15, 1999, by and between the Company and other stockholders signatory thereto.** 99(c) Registration Rights Agreement, dated as of September 15, 1999, by and among the Company, Mezzanine and CMCLA.** * Incorporated by reference to AMFM Inc.'s Quarterly Report on Form 10-Q for the quarterly period ending June 30, 1999. ** Filed herewith. 16 EX-99 2 99(B) Exhibit 99(b) STOCKHOLDERS AGREEMENT BY AND AMONG LAMAR ADVERTISING COMPANY AND SIGNATORIES LISTED HEREIN ----------------------------------- Dated as of September 15, 1999 ----------------------------------- TABLE OF CONTENTS PAGE Article 1 DEFINITIONS.....................................................................................1 Section 1.1 Definitions................................................................................1 Section 1.2 Rules of Construction......................................................................4 Article 2 MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES................................................4 Section 2.1 Board of Directors.........................................................................4 2.1.1 Board Representation.......................................................................4 2.1.2 Vacancies..................................................................................4 2.1.3 Committee Representation...................................................................5 2.1.4 Costs and Expenses.........................................................................5 2.1.5 Other Activities of the Holders; Fiduciary Duties..........................................5 Article 3 CHANCELLOR LOCK-UP..............................................................................5 Section 3.1 Lock-Up Agreement..........................................................................5 Article 4 CERTAIN LIMITATIONS.............................................................................6 Section 4.1 Transactions with Affiliates...............................................................6 Section 4.2 Other Significant Transactions.............................................................6 Article 5 LEGENDS.........................................................................................7 Section 5.1 Restrictive Legends........................................................................7 5.1.1 Securities Act Legend......................................................................7 5.1.2 Other Legends..............................................................................7 Section 5.2 Termination of Certain Restrictions........................................................7 Article 6 TERMINATION.....................................................................................8 Section 6.1 Termination................................................................................8 Article 7 MISCELLANEOUS...................................................................................8 Section 7.1 Financial Statements.......................................................................8 Section 7.2 Notices....................................................................................9 Section 7.3 Voting of Holders..........................................................................9 Section 7.4 Governing Law.............................................................................10 Section 7.5 Successors and Assigns....................................................................10 Section 7.6 Duplicate Originals.......................................................................10 i TABLE OF CONTENTS (CONTINUED) Section 7.7 Severability..............................................................................10 Section 7.8 No Waivers; Amendments....................................................................10 Section 7.9 Entire Agreement..........................................................................10
ii STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this "Stockholders Agreement") dated as of September 15, 1999, is entered into by and among Lamar Advertising Company, a Delaware corporation (including its successors, the "Company"), and the securityholders of the Company listed on the signature pages hereof, or who may execute counterpart signature pages hereto following the date hereof. In consideration of the premises, mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.1 DEFINITIONS. "AFFILIATE" means, with respect to any Person, any Person who, directly or indirectly, controls, is controlled by or is under common control with that Person. For purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. "BENEFICIALLY OWN" OR "BENEFICIAL OWNERSHIP" means beneficial ownership determined in accordance with Rule 13d-3 promulgated under the Exchange Act. "CHANCELLOR LA" means Chancellor Media Corporation of Los Angeles, a Delaware corporation. "CHANCELLOR DESIGNEE" shall have the meaning provided in Section 2.1.1(a) hereof. "CHANCELLOR HOLDERS" means, collectively, Chancellor LA, Chancellor Mezzanine and any Affiliates of Chancellor LA or Chancellor Mezzanine who then are parties to this Stockholders Agreement and who own any Common Stock or Common Stock Equivalents or any interest therein. "CHANCELLOR MEZZANINE" means Chancellor Mezzanine Holdings Corporation, a Delaware corporation. "CHANGE OF CONTROL" means the occurrence of one or more of the following events: (i) a majority of the Board of Directors of the Company shall consist of Persons who are not Continuing Directors, or (ii) the failure by Reilly and the Chancellor Holders collectively to Beneficially Own securities having more than 50% of the ordinary voting power for the election of directors of the Company. "CLASS A COMMON STOCK" means shares of the Class A Common Stock, par value $.001 per share, of the Company, and any capital stock into which such Class A Common Stock hereafter may be changed. "CLASS B COMMON STOCK" means shares of the Class B Common Stock, par value $.001 per share, of the Company, and any capital stock, other than Class A Common Stock, into which such Class B Common Stock hereafter may be changed. "COMMON STOCK" means, collectively, the Class A Common Stock and the Class B Common Stock. "COMMON STOCK EQUIVALENTS" means, without duplication with any other Common Stock or Common Stock Equivalents, any security of the Company which is convertible into, exercisable for or exchangeable for, directly or indirectly, Common Stock of the Company, whether at the time of issuance or upon the passage of time or the occurrence of some future event. "COMPANY" shall have the meaning provided in the introductory paragraph hereof. "CONTINUING DIRECTOR " means, as of the date of determination, any Person who (i) is a Chancellor Designee, (ii) was a member of the Board of Directors of the Company as of the date hereof, (iii) was nominated for election or elected to the Board of Directors of the Company with the affirmative vote of a majority of the Continuing Directors who were members of the Board of Directors of the Company at the time of such nomination or election or (iv) is a representative of Reilly or an Affiliate of Reilly. "EBITDA" shall have the meaning provided in Section 7.1 hereof. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder. "FULLY-DILUTED COMMON STOCK" means, at any time, the then outstanding Common Stock of the Company plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the conversion or exchange of all then outstanding Common Stock Equivalents. "GAAP" means generally accepted accounting principles. "GROUP" means a group of related persons for purposes of Section 13(d) of the Exchange Act. 2 "HOLDER" means (i) any Person (other than the Company) listed on the signature pages hereof as of the date of this Stockholders Agreement and (ii) any direct or indirect transferee of any such Person who elects to become a party to this Stockholders Agreement by executing and delivering a counterpart signature page hereto. "MAJORITY CHANCELLOR HOLDERS" means Chancellor Holders owning Common Stock and/or Common Stock Equivalents representing a majority of the Fully-Diluted Common Stock then owned by all Chancellor Holders. "PERSON" or "PERSON" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. "PURCHASE AGREEMENT" means the Second Amended and Restated Stock Purchase Agreement, date as of August ____, 1999, by and among the Company, Lamar Media Corp., a Delaware corporation and wholly-owned subsidiary of the Company (formerly known as Lamar Advertising Company),Chancellor Mezzanine and Chancellor LA. "REILLY" means, collectively, the Reilly Family Limited Partnership, a Louisiana limited partnership ("RFLP"), and any Affiliates of RFLP (other than the Company and any of its Subsidiaries) who then are parties to this Stockholders Agreement and who own any Common Stock or Common Stock Equivalents or any interest therein. "SEC" means the U. S. Securities and Exchange Commission. "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. "STOCKHOLDERS AGREEMENT" means this Stockholders Agreement, as such from time to time may be amended. "SUBSIDIARY" of any Person means (i) a corporation a majority of whose outstanding shares of capital stock or other equity interests with voting power, under ordinary circumstances, to elect directors, is at the time, directly or indirectly, owned by such Person, by one or more subsidiaries of such Person or by such Person and one or more subsidiaries of such Person, and (ii) any other Person (other than a corporation) in which such Person, a subsidiary of such Person or such Person and one or more subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has (x) at least a majority ownership interest or (y) the power to elect or direct the election of the directors or other governing body of such Person. 3 SECTION 1.2 RULES OF CONSTRUCTION. Unless the context otherwise requires (1) a term has the meaning assigned to it; (2) "or" is not exclusive; (3) words in the singular include the plural, and words in the plural include the singular; (4) provisions apply to successive events and transactions; and (5) "herein," "hereof" and other words of similar import refer to this Stockholders Agreement as a whole and not to any particular Article, Section or other subdivision. ARTICLE 2 MANAGEMENT OF THE COMPANY AND CERTAIN ACTIVITIES SECTION 2.1 BOARD OF DIRECTORS. 2.1.1 Board Representation. (a) From and following the date hereof, the Board of Directors of the Company shall consist of ten (10) individuals. The Majority Chancellor Holders will be entitled to designate two (2) directors (each a "Chancellor Designee"). The existence of the right, pursuant to this Section 2.1.1(a), on the part of the Majority Chancellor Holders to designate certain directors will in no way limit or impair the right of the Majority Chancellor Holders to vote their shares of capital stock of the Company as they see fit with respect to the election of persons to fill seats on the Board of Directors other than the seats filled as a result of the designation rights under this Section 2.1.1(a). (b) The Company, from time to time at each appropriate time, will cause each of the persons theretofore serving as Chancellor Designees (or other persons designated by the Majority Chancellor Holders as new Chancellor Designees in replacement of such persons) to be nominated and recommended by the Board of Directors of the Company for reelection to the Board of Directors of the Company by the stockholders of the Company upon any expiration of their respective terms of office. 2.1.2 Vacancies. If, prior to his election to the Board of Directors of the Company pursuant to Section 2.1.1 hereof, any Chancellor Designee shall be unable or unwilling to serve as a director of the Company, then the Majority Chancellor Holders shall be entitled to designate a replacement Chancellor Designee. If, following an election to the Board of Directors of the Company pursuant to Section 2.1.1 hereof, any Chancellor Designee shall resign or be removed or be unable to serve for any reason prior to the expiration of his term as a director of the Company, then the Majority Chancellor Holders shall, within thirty (30) days of such event, notify the Board of Directors of the Company in writing of a replacement Chancellor Designee, and the Board of Directors shall 4 appoint such replacement Chancellor Designee to fill the unexpired term of the director who such new Chancellor Designee is replacing. If the Majority Chancellor Holders request that any Chancellor Designee be removed as a director (with or without cause) by written notice thereof to the Company, then each of the Holders shall vote all of its or his capital stock in favor of such removal upon such request. 2.1.3 Committee Representation. So long as the Chancellor Holders are entitled to designate any director under Section 2.1.1, at least one (1) of the Chancellor Designees shall be permitted to serve on each committee of the Board of Directors of the Company (provided that, if such committee has eligibility requirements that are imposed by a Person other than the Company, such as independence requirements for the independent committee of the Board of Directors of the Company, such designee meets those requirements). Notwithstanding the foregoing, the Executive Committee of the Board of Directors of the Company shall not be required to have a Chancellor Designee serving on such committee so long as (i) the actions of such committee are restricted to the day to day management of the Company in the ordinary course of business and (ii) each of such actions of such committee is not material to the Company and its Subsidiaries, taken as a whole. 2.1.4 Costs and Expenses. The Company will pay all reasonable out-of-pocket expenses incurred by the Chancellor Designees in connection with the participation by directors in meetings of the Board of Directors (and committees thereof) of the Company. 2.1.5 Other Activities of the Holders; Fiduciary Duties. It is understood and accepted that the Holders and their Affiliates have interests in other business ventures which may be in conflict with the activities of the Company and its Subsidiaries and that, subject to applicable law, nothing in this Stockholders Agreement shall limit the current or future business activities of the Holders whether or not such activities are competitive with those of the Company and its Subsidiaries. Nothing in this Stockholders Agreement, express or implied, shall relieve any officer or director of the Company or any of its Subsidiaries, or any Holder, of any fiduciary or other duties or obligations they may have to the Company's stockholders. ARTICLE 3 CHANCELLOR LOCK-UP SECTION 3.1 LOCK-UP AGREEMENT. Each of Chancellor LA and Chancellor Mezzanine agrees that, until that date that is twelve (12) months following the date hereof, such entity will not sell or otherwise transfer any of the shares of Common Stock acquired pursuant to the Purchase Agreement, or any interest therein; provided, however, that this Section 3.1 shall not prohibit the transfer of any such shares (or any interest therein) (i) to any Affiliate of Chancellor LA or Chancellor Mezzanine in compliance with the other provisions of this Stockholders Agreement, (ii) in a transaction approved by the Board of Directors of the Company or (iii) pursuant to a bona fide pledge of such shares 5 to a lender or in connection with a foreclosure (or similar proceeding or remedy) effected with respect to any such pledge. ARTICLE 4 CERTAIN LIMITATIONS SECTION 4.1 TRANSACTIONS WITH AFFILIATES. The Company will not, nor will it permit any of its Subsidiaries to, directly or indirectly, enter into or engage in any transaction with or for the benefit of any of its Affiliates (other than transactions between the Company and a wholly owned Subsidiary of the Company or among wholly owned Subsidiaries of the Company), except for any such transaction which (i) has been approved in advance in writing by the Majority Chancellor Holders or (ii) is on terms no less favorable than those that might reasonably have been obtained in a comparable transaction on an arm's-length basis from a person that is not an Affiliate. With respect to the requirement set forth in clause (ii) of the immediately preceding sentence, for a transaction or series of related transactions involving a value of $1,000,000 or more, such determination will be made in good faith by a majority of the members of the Board of Directors of the Company and a majority of the disinterested members of the Board of Directors of the Company, and for a transaction or series of transactions involving a value of $5,000,000 or more, the Board of Directors of the Company must receive an opinion from a nationally recognized investment banking firm that such transaction is (or that such series of transactions are) fair, from a financial point of view, to the Company or such Subsidiary, as applicable. Notwithstanding the foregoing, the restrictions set forth in this Section 4.1 shall not apply to reasonable and customary directors' fees, reasonable and customary directors' or officers' indemnification arrangements, or reasonable and customary compensatory arrangements with officers of the Company. SECTION 4.2 OTHER SIGNIFICANT TRANSACTIONS. Subject to the provisions set forth in this Section 4.2, without the prior written approval of the Majority Chancellor Holders, neither the Company nor any of the Holders will take any action which would result in (and the Company will not permit any of its Subsidiaries to take any action which would result in) (i) a Change of Control or (ii) the acquisition or disposition by the Company and/or any of its Subsidiaries, in a single transaction or a series of related transactions, of assets (which shall include, without limitation, capital stock or other equity interests in any Person) with an aggregate fair market value of $500,000,000 or more. Notwithstanding the foregoing, the restrictions set forth in this Section 4.2 shall not apply to (a) any transaction pursuant to which all Persons who owned Common Stock immediately prior to such transaction cease to own any equity interest in the Company or, if applicable, in the entity that is the successor to the Company as a result of such transaction, (b) any merger in which all Persons who owned Common Stock immediately prior to such merger are permitted to exercise statutory appraisal rights, or (c) any sale of substantially all of the assets of the Company to a Person that is not an Affiliate of the Company if the net proceeds of such sale are promptly distributed to the holders of Common Stock. 6 ARTICLE 5 LEGENDS SECTION 5.1 RESTRICTIVE LEGENDS. 5.1.1 Securities Act Legend. Except as otherwise provided in Section 5.2 hereof, each certificate evidencing shares of Common Stock issued on or after the date hereof to a Holder or to a subsequent transferee of such Holder, shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT. 5.1.2 Other Legends. Each certificate evidencing shares of Common Stock or Common Stock Equivalents, where applicable, issued on or after the date hereof to a Holder or a subsequent transferee of such Holder shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER, VOTING AND OTHER TERMS AND CONDITIONS SET FORTH IN THE STOCKHOLDERS AGREEMENT DATED AS OF SEPTEMBER 15, 1999, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. SECTION 5.2 TERMINATION OF CERTAIN RESTRICTIONS. Notwithstanding the foregoing provisions of this Article 5, the legend requirements of Section 5.1.1 shall terminate as to any Common Stock (i) when and so long as such Common Stock shall have been effectively registered under the Securities Act and disposed of pursuant thereto or (ii) when the Company shall have received an opinion of counsel reasonably satisfactory to it that such Common Stock may be transferred without registration thereof under the Securities Act and that such legend may be removed. Whenever the restrictions imposed by Section 5.1.1 shall terminate as to any Common Stock, the Holder thereof shall be entitled to receive from the Company, at the Company's expense, a new certificate evidencing such shares of Common Stock not bearing the restrictive legend set forth in Section 5.1.1. 7 ARTICLE 6 TERMINATION SECTION 6.1 TERMINATION. The provisions of this Stockholders Agreement shall terminate on the earlier of (i) the date that is ten (10) years following the date of this Stockholders Agreement and (ii) such date that the Chancellor Holders collectively no longer Beneficially Own at least ten percent (10%) of the Fully-Diluted Common Stock. Notwithstanding the foregoing, Section 7.1 hereof shall remain in full force and effect for so long as (and only for so long as) the information to be provided to Chancellor LA or Chancellor Mezzanine under such Section 7.1 is necessary for such entity in connection with the preparation of its financial statements. ARTICLE 7 MISCELLANEOUS SECTION 7.1 FINANCIAL STATEMENTS. The Company shall deliver to Chancellor LA and Chancellor Mezzanine the following, together with management's discussion and analysis of financial condition and results of operations for the relevant fiscal periods, in writing: (a) as soon as available and in any event within 80 days after the end of each fiscal year of the Company, (i) an audited consolidated balance sheet or equivalent statement of financial position of the Company and its Subsidiaries and the related consolidated statements of income, cash flows, and changes in stockholders' equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and (ii) a statement of earnings before interest, taxes, depreciation and amortization as per the consolidated financial statements of the Company and its Subsidiaries prepared in accordance with GAAP ("EBITDA") for such fiscal year, all presented in accordance with GAAP and reported on as to fairness of presentation, accounting principles and consistency, and otherwise by independent public accountants; and (b) as soon as available and in any event within 35 days after the end of each calendar quarter of each fiscal year of the Company, (i) an unaudited consolidated balance sheet or equivalent statement of financial position of the Company and its Subsidiaries as of the end of each such calendar quarter, as applicable, and the related consolidated statements of income and cash flows for the portion of the Company's fiscal year ended at the end of each such calendar quarter setting forth in comparative form in the case of such statements of income and cash flows the figures for the corresponding calendar quarter of the previous fiscal year, and (ii) a statement of EBITDA for such calendar quarter, all presented in accordance with GAAP and certified as to fairness of presentation, accounting principles and consistency by an officer of the Company. 8 SECTION 7.2 NOTICES. Any notices or other communications required or permitted hereunder shall be in writing, and shall be sufficiently given if made by hand delivery, by telex, by telecopier, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, addressed as follows (or at such other address as may be substituted by notice given as herein provided): If to the Company: Lamar Advertising Company 5551 Corporate Boulevard Baton Rouge, Louisiana 70808 Attention: Keith Istre Fax: (225) 923-0658 With copies to: Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P. 5th Floor Four United Plaza 8555 United Plaza Boulevard Baton Rouge, Louisiana 70809 Attention: Brad J. Axelrod Fax: (225) 231-3336 If to any Holder, at its address listed on the signature pages hereof. Any notice or communication hereunder shall be deemed to have been given or made as of the date so delivered if personally delivered; when answered back, if telexed; when receipt is acknowledged, if telecopied; five (5) calendar days after mailing if sent by registered or certified mail (except that a notice of change of address shall not be deemed to have been given until actually received by the addressee); and one (1) business day after delivery to a reputable overnight courier service guaranteeing next business day delivery. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it. SECTION 7.3 VOTING OF HOLDERS. Each Holder shall vote his or its shares of Voting Stock at any regular or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders and shall take all other lawful actions (including using its, his or her commercially reasonable efforts to cause the Board of Directors of the Company to take all such actions) necessary to give effect to the agreements contained in this Stockholders Agreement (including but not limited to the election of the Chancellor Designees) and to ensure that the certificate of incorporation and bylaws of the Company as in effect at any time hereafter do 9 not conflict in any respect with the provisions of this Stockholders Agreement. In order to effectuate the provisions of this Stockholders Agreement, each Holder hereby agrees that when any action or vote is required to be taken by such Holder pursuant to this Stockholders Agreement, such Holder shall use his commercially reasonable efforts to call, or cause the appropriate officers and directors of the Company to call, a special or annual meeting of stockholders of the Company, as the case may be, or execute or cause to be executed a consent in writing in lieu of any such meetings pursuant to the General Corporation Law of the State of Delaware, as amended from time to time, or any successor statutes. SECTION 7.4 GOVERNING LAW. THIS STOCKHOLDERS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. SECTION 7.5 SUCCESSORS AND ASSIGNS. This Stockholders Agreement shall be binding upon the Company, each Holder, and their respective successors and permitted assigns. SECTION 7.6 DUPLICATE ORIGINALS. All parties may sign any number of copies of this Stockholders Agreement. Each signed copy shall be an original, but all of them together shall represent the same agreement. SECTION 7.7 SEVERABILITY. In case any provision in this Stockholders Agreement shall be held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions shall not in any way be affected or impaired thereby SECTION 7.8 NO WAIVERS; AMENDMENTS. 7.8.1 No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 7.8.2 Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company, the Holders holding at least a majority of the Fully-Diluted Common Stock held by all Holders and by the Majority Chancellor Holders. SECTION 7.9 ENTIRE AGREEMENT. This Stockholders Agreement contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter. [SIGNATURE PAGES FOLLOW] 10 LAMAR ADVERTISING COMPANY By: /s/ Keith Istre -------------------------------- Name: Keith Istre Title: Chief Financial Officer HOLDERS: CHANCELLOR MEDIA CORPORATION OF LOS ANGELES By: /s/ W. Schuyler Hansen ----------------------------------- Name: W. Schuyler Hansen Title: Sr. Vice President and Chief Accounting Officer Address: 1845 Woodall Rogers Freeway Suite 1300 Dallas, Texas 75201 Attention: General Counsel Fax: (512) 340-7890 With copies to: Weil, Gotshal & Manges LLP 100 Crescent Court Suite 1300 Dallas, Texas 75201-6950 Attention: Michael A. Saslaw Fax: (214) 746-7777 and Latham & Watkins 1001 Pennsylvania Avenue, N.W. Suite 1300 Washington, D.C. 20004-2502 Attention: Eric L. Bernthal Fax: (202) 637-2201 CHANCELLOR MEZZANINE HOLDINGS CORPORATION By: /s/ W. Schuyler Hansen ----------------------------------- Name: W. Schuyler Hansen Title: Sr. Vice President and Chief Accounting Officer Address: 1845 Woodall Rogers Freeway Suite 1300 Dallas, Texas 75201 Attention: General Counsel Fax: (512) 340-7890 With copies to: Weil, Gotshal & Manges LLP 100 Crescent Court Suite 1300 Dallas, Texas 75201-6950 Attention: Michael A. Saslaw Fax: (214) 746-7777 and Latham & Watkins 1001 Pennsylvania Avenue, N.W. Suite 1300 Washington, D.C. 20004-2502 Attention: Eric L. Bernthal Fax: (202) 637-2201 REILLY FAMILY LIMITED PARTNERSHIP By: /s/ Kevin P. Reilly, Jr. ------------------------------- Name: Kevin P. Reilly, Jr. Title: General Partner Address: c/o Lamar Advertising Company 5551 Corporate Boulevard Baton Rouge, Louisiana 70808 Attention: Kevin P. Reilly, Jr. Fax: (225) 923-0658 EX-99 3 99(C) Exhibit 99(c) REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated as of September 15, 1999 (this "Agreement"), among Lamar Advertising Company, a Delaware corporation (the "Issuer"), Chancellor Media Corporation of Los Angeles, a Delaware Corporation ("Chancellor LA"), and Chancellor Mezzanine Holdings Corporation, a Delaware corporation ("Chancellor Mezzanine"). WHEREAS, this Agreement is being entered into in connection with the closing of the transactions contemplated by the Purchase Agreement referred to below. NOW, THEREFORE, in consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows: ARTICLE 1 DEFINITIONS SECTION 1.1 Definitions. The following terms, as used herein, shall have the following respective meanings: "Commission" means the Securities and Exchange Commission or any successor governmental body or agency. "Common Stock" means the Class A Common Stock, par value $0.001 per share, of the Issuer and any capital stock into which such Common Stock thereafter may be changed. "Demand Registration" has the meaning ascribed thereto in Section 2.2(a). "Demand Request" has the meaning ascribed thereto in Section 2.2(a). "Disadvantageous Condition" has the meaning ascribed thereto in Section 2.4. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Excluded Registration" means a registration under the Securities Act of (i) securities pursuant to one or more Demand Registrations pursuant to Section 2.2 hereof, (ii) securities registered on Form S-8 under the Securities Act or any similar successor form and (iii) securities registered to effect the acquisition of or combination with another business entity. "Holder" means (i) Chancellor LA, (ii) Chancellor Mezzanine and (iii) any direct or indirect transferee of Chancellor LA or Chancellor Mezzanine who shall agree to be bound by the terms of this Agreement. "Person" or "person" means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. 3ykx04.DOC "Piggyback Registration" has the meaning ascribed thereto in Section 2.3(a). "Purchase Agreement" means the Second Amended and Restated Stock Purchase Agreement dated as of August ___, 1999, among the Issuer, Lamar Media Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer (formerly known as Lamar Advertising Company), Chancellor LA and Chancellor Mezzanine. "Registrable Securities" means, at any time, any shares of Common Stock owned by the Holders, whether owned on the date hereof or acquired hereafter; provided, however, that Registrable Securities shall not include any shares of Common Stock (i) the sale of which has been registered pursuant to the Securities Act and which shares have been sold pursuant to such registration or (ii) which have been sold pursuant to Rule 144 of the Commission under the Securities Act. "Registration Expenses" means any and all expenses incident to performance of or compliance with any registration of securities pursuant to Article 2, including, without limitation, (i) all registration and filing fees, (ii) all fees and expenses associated with filings required to be made with the NASD (including, if applicable, the fees and expenses of any "qualified independent underwriter" as such term is defined in Rule 2720(b)(15) of the NASD Conduct Rules, and of its counsel), as may be required by the rules and regulations of the NASD, (iii) fees and expenses of compliance with securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with "blue sky" qualifications of the Registrable Shares), (iv) rating agency fees, (v) printing expenses (including expenses of printing certificates for the Registrable Shares in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a holder of Registrable Shares), (vi) messenger and delivery expenses, (vii) the Issuer's internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (viii) the fees and expenses incurred in connection with any listing of the Registrable Shares, (ix) fees and expenses of counsel for the Issuer and its independent certified public accountants (including the expenses of any special audit or "cold comfort" letters required by or incident to such performance), (x) Securities Act liability insurance (if the Issuer elects to obtain such insurance), (xi) the fees and expenses of any special experts retained by the Issuer in connection with such registration, (xii) the fees and expenses of other persons retained by the Issuer and (xiii) reasonable fees and expenses of one firm of counsel for the Selling Holders (which shall be selected by the Holders of a majority of the Registrable Securities being included in any particular registration statement). "Required Shelf Registration" has the meaning ascribed thereto in Section 2.1. "Rule 144" means Rule 144 (or any successor rule to similar effect) promulgated under the Securities Act. "Rule 145" means Rule 145 (or any successor rule to similar effect) promulgated under the Securities Act. "Rule 415 Offering" means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act. 2 "Securities Act" means the Securities Act of 1933, as amended. "Seller Affiliates" has the meaning ascribed thereto in Section 2.8. "Selling Holder" means any Holder who sells Registrable Securities pursuant to a public offering registered hereunder. "Shelf Registration" means the registration under the Securities Act of a Rule 415 Offering. "Shelf Registration Statement" means a registration statement intended to effect a Shelf Registration. "Shelf Termination Date" has the meaning ascribed thereto in Section 2.1(c). SECTION 1.2 Internal References. Unless the context indicates otherwise, references to Articles, Sections and paragraphs shall refer to the corresponding articles, sections and paragraphs in this Agreement, and references to the parties shall mean the parties to this Agreement. ARTICLE 2 REGISTRATION RIGHTS SECTION 2.1 Shelf Registration. At any time after the date that is ten months from the date hereof, if requested by a Holder or Holders holding a majority in interest of the Registrable Securities, as soon as practicable (but in any event not more than 15 days) after such request, the Issuer shall prepare and file with the Commission a Shelf Registration Statement on an appropriate form that shall include all Registrable Securities, and which shall not include any other securities (the "Required Shelf Registration"). The Issuer shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective as soon as practicable after such request; provided, however, that the Issuer shall have no obligation to cause such Shelf Registration Statement to be declared effective on a date that is prior to the first anniversary of this Agreement. Notwithstanding anything else contained in this Agreement, the Issuer shall only be obligated to keep such Shelf Registration Statement effective until the earliest of: (a) (i) 12 months after the date such Shelf Registration Statement has been declared effective, provided that such 12-month period shall be extended by (1) the length of any period during which the Issuer delays in maintaining the Shelf Registration Statement current pursuant to Section 2.4, (2) the length of any period (in which such Shelf Registration Statement is required to be effective hereunder) during which such Shelf Registration Statement is not maintained effective, and (3) such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by Section 2.6(e) below is given by the Issuer to (y) the date on which the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by Section 2.6(e) below; (b) such time as all Registrable Securities have been sold or disposed of thereunder or sold, transferred or otherwise disposed of to a Person that is not a Holder; and 3 (c) such time as all securities owned by the Holders have ceased to be Registrable Securities (the earliest of (a), (b) and (c) being the "Shelf Termination Date"). The Required Shelf Registration shall not be counted as a Demand Registration for purposes of Section 2.2 of this Agreement. SECTION 2.2 Demand Registration. (a) At any time after the date that is ten months from the date hereof, upon written notice to the Issuer from a Holder or Holders holding a majority in interest of the Registrable Securities (a "Demand Request") requesting that the Issuer effect the registration under the Securities Act of any or all of the Registrable Securities held by such requesting Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Issuer shall prepare as soon as practicable and, within 15 days after such request, file with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act for purposes of dispositions in accordance with the intended method or methods of disposition stated in such request within 30 days after the filing of such registration statement; provided, however, that the Issuer shall have no obligation to (i) cause such registration statement filed pursuant to this Section 2.2 to be declared effective on a date that is prior to the first anniversary of this Agreement or (ii) cause such registration statement filed pursuant to this Section 2.2 to be declared effective during any period during which a Shelf Registration Statement filed pursuant to Section 2.1 remains effective. Notwithstanding any other provision of this Agreement to the contrary: (i) the Holders may collectively exercise their Demand Request rights for registration of their Registrable Securities under this Section 2.2(a) on not more than three occasions (any such registration being referred to herein as a "Demand Registration"); (ii) the method of disposition requested by Holders in connection with any Demand Registration may not, without the Issuer's written consent, be a Rule 415 Offering; (iii) the Issuer shall not be required to effect a Demand Registration hereunder if all securities owned by the Holders have ceased to be Registrable Securities; and (iv) the Issuer shall not be required to effect more than one Demand Registration during any 12 month period. (b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration requested by Holders pursuant to this Section 2.2 shall not be deemed to have been effected, and, therefore, not requested and the rights of each Holder shall be deemed not to have been exercised for purposes of paragraph (a) above, (i) if such Demand Registration has not become effective under the Securities Act or (ii) if such Demand Registration, after it became effective under the Securities Act, was not maintained effective under the Securities Act (including, without limitation, if it was interfered with by any stop order, injunctions or other order or requirement the Commission or 4 other governmental agency or court) for at least 30 days (or such shorter period ending when all the Registrable Securities covered thereby have been disposed of pursuant thereto) and, as a result thereof, the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the related registration statement. The Holders shall be deemed not to have exercised a Demand Request under Section 2.2 if the Demand Registration related to such Demand Request is delayed or not effected in the circumstances set forth in this clause (b). (c) The Issuer shall have the right to cause the registration of additional shares of Common Stock for sale for the account of the Issuer, but not for the account of any other Person, in the registration of Registrable Securities requested by the Holders pursuant to Section 2.2(a) above, provided, that if such Holders are advised by the lead or managing underwriter referred to in Section 2.2(e) that, in such underwriter's good faith view, all or a part of such Registrable Securities and additional shares of Common Stock cannot be sold or the inclusion of such Registrable Securities and additional shares of Common Stock in such registration would be likely to have a material adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities and additional equity securities then contemplated, then the number of securities that can, in the good faith view of such underwriter, be sold in such offering without so materially adversely affecting such offering shall be allocated first, pro rata among the requesting Holders on the basis of the relative number requested to be included therein by each such Holder and then second, to the Issuer. The Holders of the Registrable Securities to be offered pursuant to paragraph (a) above may require that any such additional equity securities be included by the Issuer in the offering proposed by such Holders on the same conditions as the Registrable Securities that are included therein. If, in the case of any registration pursuant to a Demand Request, the Holders making such Demand Request are advised by the lead or managing underwriter referred to in Section 2.2(e) that, in such underwriter's good faith view, all or a part of such Registrable Securities cannot be sold or the inclusion of such Registrable Securities in such registration would be likely to have a material adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated, then such Holders will have the right, within 15 days following such advice from such underwriter, to elect to terminate such Demand Request, in which case the Holders shall be deemed not to have exercised a Demand Request pursuant to Section 2.2 hereof. (d) Within 10 days after delivery of a Demand Request by a Holder, the Issuer shall provide a written notice to each Holder, advising such Holder of its right to include any or all of the Registrable Securities held by such Holder for sale pursuant to the Demand Registration and advising such Holder of procedures to enable such Holder to elect to so include Registrable Securities for sale in the Demand Registration as each such Holder may request. Any Holder may, within 20 days of delivery to such Holder of a notice pursuant to this Section 2.2(d), elect to so include such portion of its Registrable Securities in the Demand Registration by written notice to such effect to the Issuer specifying the number of Registrable Securities desired to be so included by such Holder. (e) In the event that any public offering pursuant to either Section 2.1 or 2.2 of this Agreement shall involve, in whole or in part, an underwritten offering, the Holders of a majority of the Registrable Securities being included in such underwritten offering shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten 5 offering; provided, that such selection shall be subject to the consent of the Issuer, which consent shall not be unreasonably withheld or delayed. SECTION 2.3 Piggyback Registrations. (a) Each time the Issuer proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public (whether for the account of the Issuer or the account of any securityholder of the Issuer ) and the form of registration statement to be used permits the registration of Registrable Securities, the Issuer shall give prompt written notice to each Holder (which notice shall be given not less than thirty (30) days prior to the effective date of the Issuer's registration statement), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement (a "Piggyback Registration"), subject to the limitations contained in Section 2.3(b) below. Each Holder who desires to have its Registrable Securities included in such registration statement shall so advise the Issuer in writing (stating the number of Registrable Securities desired to be registered) within 20 days after the date of such notice from the Issuer. Any Holder shall have the right to withdraw such Holder's request for inclusion of such Holder's Registrable Securities in any registration statement pursuant to this Section 2.3 by giving written notice to the Issuer of such withdrawal. Subject to Section 2.3(b) below, the Issuer shall include in such registration statement all such Registrable Securities so requested to be included therein; provided, however, that the Issuer may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered. (b) If the managing underwriter of an offering involving a request for Piggyback Registration advises the Issuer in writing (with a copy to the Holders requesting inclusion of their Registrable Securities) that, in such underwriter's good faith view, the inclusion of any Registrable Securities pursuant to Section 2.3(a) above would be likely to have a material adverse effect on the price, timing or distribution of such offering, then (i) the number of such Holder's or Holders' Registrable Securities to be included in the registration statement for such offering may, subject to the provisions of the immediately following sentence, be reduced to an amount which, in the judgment of the managing underwriter, would no longer be likely to have a material adverse effect on the price, timing or distribution of such offering or (ii) if no such reduction would, in the judgment of the managing underwriter, eliminate such likelihood of a material adverse effect on the price, timing or distribution of such offering, then the Issuer may, subject to the provisions of the immediately following sentence, exclude all such Registrable Securities from such registration statement. Any reduction in the number of Registrable Securities to be included in the registration statement for such offering pursuant to the immediately preceding sentence shall be effected by the inclusion in such registration statement of (A) first, (p) if such registration was initiated by the Issuer for the sale of securities for its own account, any and all securities for sale by the Issuer or (q) if such registration was initiated by any other Person pursuant to the exercise of demand registration rights, any and all securities for sale by such Person pursuant to such exercise of demand registration rights, (B) second, any Registrable Shares requested to be included in such registration, pro rata based on the ratio which such Holder's requested Registrable Securities bears to the total number of Registrable Securities requested to be included in such registration statement by all Holders who have requested that their Registrable Securities be included in such registration statement, and (C) third, pro rata among any other 6 securities requested to be included in such registration by other Persons pursuant to the exercise of contractual registration rights granted by the Issuer. If as a result of the provisions of this Section 2.3(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder's request to include any Registrable Securities in such registration statement. No Holder may participate in any registration statement hereunder unless such Holder (x) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Issuer relating to such registration statement and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (1) such Holder's ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (2) such Holder's power and authority to effect such transfer, and (3) such matters pertaining to compliance with securities laws as may be reasonably requested; provided further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion thereto, and provided further that such liability will be limited to the net amount received by such Holder from the sale of its Registrable Securities pursuant to such registration statement. SECTION 2.4 Certain Delay Rights. Notwithstanding any other provision of this Agreement to the contrary, if at any time while the Required Shelf Registration is effective the Issuer provides written notice to each Holder that in the good faith and reasonable judgment of the Board of Directors of the Issuer it would be materially disadvantageous to the Issuer (because the sale of Registrable Securities covered by such registration statement or the disclosure of information therein or in any related prospectus or prospectus supplement would materially interfere with any acquisition, financing or other material event or transaction in connection with which a registration of securities under the Securities Act for the account of the Issuer is then intended or the public disclosure of which at the time would be materially prejudicial to the Issuer (a "Disadvantageous Condition")) for sales of Registrable Securities thereunder to then be permitted, and setting forth the general reasons for such judgment, the Issuer may refrain from maintaining current the prospectus contained in the Shelf Registration Statement until such Disadvantageous Condition no longer exists (notice of which the Issuer shall promptly deliver in writing to each Holder). Furthermore, notwithstanding anything else contained in this Agreement, with respect to any registration statement filed, or to be filed, pursuant to Section 2.2 of this Agreement, if the Issuer provides written notice to each Holder that in the good faith and reasonable judgment of the Board of Directors of the Issuer it would be materially disadvantageous to the Issuer (because of a Disadvantageous Condition) for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, the Issuer shall be entitled to cause such registration statement to be withdrawn or the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (notice of which the Issuer shall promptly deliver in writing to each Holder). With respect to each Holder, upon the receipt by such Holder of any such notice of a Disadvantageous Condition (i) in connection with the Required Shelf Registration, such Holder shall forthwith 7 discontinue use of the prospectus and any prospectus supplement under such registration statement and shall suspend sales of Registrable Securities until such Disadvantageous Condition no longer exists and (ii) in connection with the Required Shelf Registration or the Demand Registration, as applicable, if so directed by the Issuer by notice as aforesaid, such Holder will deliver to the Issuer all copies, other than permanent filed copies then in such Holder's possession, of the prospectus and prospectus supplements then covering such Registrable Securities at the time of receipt of such notice as aforesaid. Notwithstanding anything else contained in this Agreement, (x) neither the filing nor the effectiveness of any registration statement under Section 2.2 of this Agreement may be delayed for more than a total of 60 days pursuant to this Section 2.4 and (y) the maintaining current of a prospectus (and the suspension of sales of Registrable Securities) in connection with the Required Shelf Registration may not be delayed under this Section 2.4 for more than a total of 60 days in any six-month period. If, in the case of any registration pursuant to a Demand Request, the Issuer provides notice to the applicable Holders of a Disadvantageous Condition, then such Holders will have the right, within 15 days following such notice from the Issuer, to elect to terminate such Demand Request, in which case the Holders shall be deemed not to have exercised a Demand Request pursuant to Section 2.2 hereof. SECTION 2.5 Expenses. Except as provided herein, the Issuer shall pay all Registration Expenses with respect to each registration hereunder, whether or not any registration statement becomes effective. Notwithstanding the foregoing, (i) each Holder and the Issuer shall be responsible for its own internal administrative and similar costs, which shall not constitute Registration Expenses, (ii) each Holder shall be responsible for the legal fees and expenses of its own counsel (except as provided in the definition of Registration Expenses) and (iii) each Holder shall be responsible for all underwriting discounts and commissions, selling or placement agent or broker fees and commissions, and transfer taxes, if any, in connection with the sale of securities by such Holder. SECTION 2.6 Registration and Qualification. If and whenever the Issuer is required to effect the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Issuer shall as promptly as practicable: (a) prepare, file and cause to become effective a registration statement under the Securities Act relating to the Registrable Securities to be offered in accordance with the intended method of disposition thereof; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities (i) in the case of the Required Shelf Registration, until the Shelf Termination Date, (ii) in the case of a Demand Registration or Piggyback Registration, for a period of not less than 180 days (or such shorter period as is necessary for underwriters in an underwritten offering to sell unsold allotments), provided, that such 180-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (e) below is given by the Issuer to (y) the date on which the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (e) below; 8 (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities (i) such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), (ii) such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the Securities Act, and (iii) such documents incorporated by reference in such registration statement or prospectus, as the Holders of Registrable Securities or such underwriter may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such Holder or the sale of such securities by such underwriter (it being understood that, subject to Section 2.4 of this Agreement and the requirements of the Securities Act and applicable state securities laws, the Issuer consents to the use of the prospectus and any amendment or supplement thereto by each Holder of Registrable Securities and any underwriter of such Registrable Securities in connection with the offering and sale of the Registrable Shares covered by the registration statement of which such prospectus, amendment or supplement is a part); (d) in the case of any underwritten offering, furnish to each Selling Holder and any underwriter of Registrable Securities an opinion of counsel for the Issuer and a "cold comfort" letter signed by the independent public accountants who have audited the financial statements of the Issuer included in the applicable registration statement, in each such case covering substantially such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer's counsel with respect thereto and in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as any such Selling Holder or underwriter may reasonably request; (e) promptly notify each Selling Holder and each underwriter of Registrable Securities in writing (i) at any time when a prospectus relating to a registration pursuant to this Agreement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) of any request by the Commission or any other regulatory body having jurisdiction for any additional information or amendment or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of any Selling Holder or underwriter, promptly prepare and furnish to each Selling Holder and underwriter a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; (f) cause all such Registrable Securities covered by such registration to be listed on each securities exchange and included for quotation on each automated interdealer quotation system on which the Common Stock is then listed or included for quotation; (g) provide a CUSIP number for the Registrable Shares included in any registration statement not later than the effective date of such registration statement; 9 (h) cooperate with each Selling Holder and each underwriter participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD; (i) during the period when a prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; (j) prepare and file with the Commission promptly any amendments or supplements to such registration statement or prospectus which, in the opinion of counsel for the Issuer or the managing underwriter, are required in connection with the distribution of the Registrable Securities; (k) advise each Selling Holder, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of any registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued; (l) use reasonable efforts to assist the Holders in the marketing of Common Stock in connection with underwritten offerings hereunder (including using reasonable efforts to have officers of the Issuer attend "road shows" and analyst or investor presentations scheduled in connection with such registration); and (m) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to this Agreement unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters. SECTION 2.7 Underwriting; Due Diligence. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested under this Article 2, the Issuer shall enter into an underwriting agreement with such underwriters for such offering, which agreement will contain such representations and warranties by the Issuer and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions. (b) In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Article 2, the Issuer shall give the Holders of such Registrable Securities and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books, records and properties and such opportunities to discuss the business and affairs of the Issuer with its officers and the independent public accounts who have certified the financial statements of the Issuer as shall be necessary, in the opinion of such Holders and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act; provided that (i) each Holder and the underwriters and their respective counsel and accountants shall have entered into a confidentiality agreement reasonably acceptable to the Issuer and (ii) the Holders of such Registrable Securities and 10 the underwriters and their respective counsel and accountants shall use their reasonable best efforts to minimize the disruption to the Issuer's business and coordinate any such investigation of the books, records and properties of the Issuer and any such discussions with the Issuer's officers and accountants so that all such investigations occur at the same time and all such discussions occur at the same time. SECTION 2.8 Indemnification. (a) The Issuer agrees to indemnify and reimburse, to the fullest extent permitted by law, each Selling Holder, and each of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls such seller of Registrable Securities (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof (collectively, the "Seller Affiliates") against any and all losses, claims, damages, liabilities, and expenses, joint or several (including, without limitation, reasonable attorneys' fees and disbursements except as limited by Section 2.8(c) below) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus, or preliminary prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are made in reliance upon and in strict conformity with information furnished in writing to the Issuer by such Selling Holder or any Seller Affiliate for use therein or arise from such Selling Holder's or any Seller Affiliate's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Issuer has furnished such Selling Holder or Seller Affiliate with a sufficient number of copies of the same. The reimbursements required by this Section 2.8(a) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred. (b) In connection with any registration statement in which a Selling Holder is participating, each such Selling Holder will furnish to the Issuer in writing such information and affidavits as the Issuer reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, each such Selling Holder will indemnify the Issuer and its directors and officers and each Person who controls the Issuer (within the meaning of the Securities Act or the Exchange Act) against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys' fees and disbursements except as limited by Section 2.8(c) below) resulting from: (i) any untrue statement or alleged untrue statement of a material fact contained in the registration statement, prospectus, or any preliminary prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by such Selling Holder or any of its Seller Affiliates specifically for inclusion in the registration statement; or (ii) such Selling Holder's or any Seller Affiliate's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Issuer has furnished such Selling Holder or Seller Affiliate with a sufficient number of copies of the same; provided, that the obligation to indemnify will be 11 several, not joint and several, among such Selling Holders, and the liability of each such Selling Holder will be in proportion to, and provided further that such liability will be limited to, the net amount received by such Selling Holder from the sale of Registrable Securities pursuant to such registration statement; provided, however, that such Selling Holder shall not be liable in any such case to the extent that, prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such Selling Holder has furnished in writing to the Issuer information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Issuer. (c) Any Person entitled to indemnification hereunder will give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person except to the extent such failure prejudiced the indemnifying party) and permit such indemnifying party to assume the defense of such claim; provided, however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (i) the indemnifying party has agreed to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim or (iii) in the reasonable opinion of counsel to such indemnified party, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (A) such settlement or compromise contains a full and unconditional release of the indemnified party or (B) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels. (d) Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.8(a) or Section 2.8(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties' relative intent, 12 knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.8(d) were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 2.8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.8(c) above, defending any such action or claim. Notwithstanding the provisions of this Section 2.8(d), no Holder shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by such Holder with respect to the sale of any Registrable Securities exceeds the amount of damages which such Holder has otherwise been required to pay by reason of such statement or omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders' obligations in this Section 2.8(d) to contribute shall be several in proportion to the amount of Registrable Securities registered by them and not joint. If indemnification is available under this Section 2.8, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.8(a) and Section 2.8(b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 2.8(d) subject, in the case of the Holders, to the limited dollar amounts set forth in Section 2.8(b). The indemnification and contribution provided for under this Agreement shall be in addition to any liability which any party may otherwise have to any other party and shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and will survive the transfer of the Common Stock and the termination of this Agreement. SECTION 2.9 Issuer's Existing Shelf Registration. The Issuer shall use its reasonable best efforts to cause the Issuer's Shelf Registration Statement which was filed by the Issuer prior to the date hereof (the "Existing Shelf Registration Statement") to be amended to contain a provision for the inclusion in such Shelf Registration Statement of shares for sale for the account of stockholders of the Issuer. In the event that the Issuer, after the expiration of the twelve month period immediately following the date hereof, proposes to effect any offering under the Existing Shelf Registration Statement (other than to effect the acquisition of or combination with another business entity), it shall permit each Holder to include its Registrable Securities on substantially the same terms and subject to substantially the same conditions and limitations (including, but not limited to, indemnification provisions) as would be the case in connection with a registration that is the subject of Section 2.3 hereof. The Issuer will promptly file any prospectus supplements as are necessary to reflect the inclusion in any such registration of any Registrable Securities included in such registration by any Holder pursuant to this Section 2.9. 13 ARTICLE 3 MISCELLANEOUS SECTION 3.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. SECTION 3.2 Successors and Assigns. Whether or not an express assignment has been made pursuant to the provisions of this Agreement, provisions of this Agreement that are for the Holders' benefit as the holders of any Common Stock are, except as otherwise expressly provided herein, also for the benefit of, and enforceable by, all subsequent holders of such Common Stock, except as otherwise expressly provided herein. This Agreement shall be binding upon the Issuer, each Holder, and, except as otherwise expressly provided herein, their respective heirs, devisees, successors and assigns. SECTION 3.3 Duplicate Originals. All parties may sign any number of copies of this Agreement. Each signed copy shall be an original, but all of them together shall represent the same agreement. SECTION 3.4 Amendments, Waivers, Etc. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the Issuer and Holders representing a majority of the Registrable Securities then held by all Holders. SECTION 3.5 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly received if given) by hand delivery or telecopy, or by any courier service, such as Federal Express, providing proof of delivery. All communications hereunder shall be delivered to the respective parties at the address or telecopy number set forth on the signature pages hereto (unless such contact information in the case of the Holders is updated by written notice from the affected Holder to the Issuer). SECTION 3.6 Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. SECTION 3.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such 14 party of its right to exercise any such or other right, power or remedy or to demand such compliance. SECTION 3.8 No Third Party Beneficiaries. Except as expressly provided in Section 2.8; this Agreement is not intended to be for the benefit of, and shall not be enforceable by, any Person who or which is not a party hereto; provided, that, this Agreement is also intended to be for the benefit of and is enforceable by each Holder. SECTION 3.9 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. SECTION 3.10 Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. SECTION 3.11 Counterparts. This Agreement may be executed in counterpart, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. [THE BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK] 15 IN WITNESS WHEREOF, the Issuer and the Holders have caused this Agreement to be duly executed as of the day and year first above written. LAMAR ADVERTISING COMPANY By: /s/ Keith Istre -------------------------------- Name: Keith Istre Title: Chief Financial Officer Address: Lamar Advertising Company 5551 Corporate Boulevard Baton Rouge, Louisiana 70808 Attention: Keith Istre Fax: (225) 923-0658 HOLDERS: CHANCELLOR MEDIA CORPORATION OF LOS ANGELES By: /s/ W. Schuyler Hansen ---------------------------------------- Name: W. Schuyler Hansen Title: Sr. Vice President and Chief Accounting Officer Address: 1845 Woodall Rodgers Freeway Suite 1300 Dallas, Texas 75201 Attention: General Counsel Fax: (512) 340-7890 CHANCELLOR MEZZANINE HOLDINGS CORPORATION By: /s/ W. Schuyler Hansen ---------------------------------------- Name: W. Schuyler Hansen Title: Sr. Vice President and Chief Accounting Officer Address: 1845 Woodall Rodgers Freeway Suite 1300 Dallas, Texas 75201 Attention: General Counsel Fax: (512) 340-7890 -----END PRIVACY-ENHANCED MESSAGE-----