-----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, N9mSJL811ruC13vGwPNkOFju23Btt+UnmcKO3Agw1/qtfY6BTXmxcwpKxnUtRaQt NH1oKXrvPtgbUrd8e/HDxQ== 0000950135-03-004043.txt : 20030729 0000950135-03-004043.hdr.sgml : 20030729 20030729124939 ACCESSION NUMBER: 0000950135-03-004043 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 15 FILED AS OF DATE: 20030729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STOKELY AD AGENCY LLC CENTRAL INDEX KEY: 0001257128 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-01 FILM NUMBER: 03807827 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW JERSEY LOGOS LLC CENTRAL INDEX KEY: 0001126067 IRS NUMBER: 721469048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-11 FILM NUMBER: 03807837 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICHIGAN LOGOS INC CENTRAL INDEX KEY: 0001060173 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 383071362 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-17 FILM NUMBER: 03807843 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR OKLAHOMA HOLDING CO INC CENTRAL INDEX KEY: 0001126061 IRS NUMBER: 731474290 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-27 FILM NUMBER: 03807853 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR OCI SOUTH CORP CENTRAL INDEX KEY: 0001078399 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-29 FILM NUMBER: 03807855 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR DOA TENNESSEE INC CENTRAL INDEX KEY: 0001214771 IRS NUMBER: 411882464 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-34 FILM NUMBER: 03807860 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING OF PENN LLC CENTRAL INDEX KEY: 0001126044 IRS NUMBER: 721462301 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-42 FILM NUMBER: 03807868 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING OF COLORADO SPRINGS INC CENTRAL INDEX KEY: 0000899062 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 720931093 STATE OF INCORPORATION: CO FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-47 FILM NUMBER: 03807873 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KANSAS LOGOS INC CENTRAL INDEX KEY: 0001060165 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 481187701 STATE OF INCORPORATION: KS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-54 FILM NUMBER: 03807880 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLORIDA LOGOS INC CENTRAL INDEX KEY: 0001060190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 650671887 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-58 FILM NUMBER: 03807884 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSIT AMERICA LAS VEGAS LLC CENTRAL INDEX KEY: 0001085092 IRS NUMBER: 880386243 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-63 FILM NUMBER: 03807889 BUSINESS ADDRESS: STREET 1: 1845 WOODALL ROGERS FREEWAY, SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149228700 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REVOLUTION OUTDOOR ADVERTISING INC CENTRAL INDEX KEY: 0001085091 IRS NUMBER: 593418650 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-72 FILM NUMBER: 03807901 BUSINESS ADDRESS: STREET 1: 1845 WOODALL ROGERS FREEWAY, SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149228700 FILER: 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427 FILM NUMBER: 03807826 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OUTDOOR MARKETING SYSTEMS INC CENTRAL INDEX KEY: 0001214313 IRS NUMBER: 232659279 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-07 FILM NUMBER: 03807833 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA LOGOS INC CENTRAL INDEX KEY: 0001060188 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 880373108 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-12 FILM NUMBER: 03807838 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LC BILLBOARD LLC CENTRAL INDEX KEY: 0001126072 IRS NUMBER: 631692342 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-19 FILM NUMBER: 03807845 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR TEXAS GENERAL PARTNER INC CENTRAL INDEX KEY: 0001060171 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721309003 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-22 FILM NUMBER: 03807848 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR OHIO OUTDOOR HOLDING CORP CENTRAL INDEX KEY: 0001126075 IRS NUMBER: 341597561 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-28 FILM NUMBER: 03807854 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ELECTRICAL INC CENTRAL INDEX KEY: 0001060192 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721392115 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-33 FILM NUMBER: 03807859 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING OF LOUISIANA LLC CENTRAL INDEX KEY: 0001126046 IRS NUMBER: 721462297 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-45 FILM NUMBER: 03807871 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KENTUCKY LOGOS LLC CENTRAL INDEX KEY: 0001060189 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 311491808 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-53 FILM NUMBER: 03807879 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FORMER COMPANY: FORMER CONFORMED NAME: KENTUCKY LOGOS INC DATE OF NAME CHANGE: 19980420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIA LOGOS LLC CENTRAL INDEX KEY: 0001126065 IRS NUMBER: 721469485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-57 FILM NUMBER: 03807883 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELAWARE LOGOS LLC CENTRAL INDEX KEY: 0001126707 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-59 FILM NUMBER: 03807885 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2086648801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN SIGNS INC CENTRAL INDEX KEY: 0001078400 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-62 FILM NUMBER: 03807888 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR CO LLC CENTRAL INDEX KEY: 0001126043 IRS NUMBER: 721462298 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-68 FILM NUMBER: 03807895 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH CAROLINA LOGOS INC CENTRAL INDEX KEY: 0001060177 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 522152628 STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-71 FILM NUMBER: 03807900 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARSONS DEVELOPMENT CO CENTRAL INDEX KEY: 0001085093 IRS NUMBER: 593500218 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-73 FILM NUMBER: 03807902 BUSINESS ADDRESS: STREET 1: 1845 WOODALL RODGERS FREEWAY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149228700 MAIL ADDRESS: STREET 1: 1845 WOODALL RODGERS FRWY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UTAH LOGOS INC CENTRAL INDEX KEY: 0000899076 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721148211 STATE OF INCORPORATION: UT FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-04 FILM NUMBER: 03807830 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OKLAHOMA LOGOS LLC CENTRAL INDEX KEY: 0001126069 IRS NUMBER: 721469103 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-08 FILM NUMBER: 03807834 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEBRASKA LOGOS INC CENTRAL INDEX KEY: 0000899074 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721137877 STATE OF INCORPORATION: NE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-13 FILM NUMBER: 03807839 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR PINNACLE ACQUISITION CO CENTRAL INDEX KEY: 0001214775 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-25 FILM NUMBER: 03807851 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR CENTRAL OUTDOOR INC CENTRAL INDEX KEY: 0001214312 IRS NUMBER: 760637519 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-36 FILM NUMBER: 03807862 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING OF SOUTH DAKOTA INC CENTRAL INDEX KEY: 0001060092 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-41 FILM NUMBER: 03807867 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING OF MICHIGAN INC CENTRAL INDEX KEY: 0001060185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 383376495 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-44 FILM NUMBER: 03807870 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLORADO LOGOS INC CENTRAL INDEX KEY: 0001090419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 850446801 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-60 FILM NUMBER: 03807886 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING COMPANY STREET 2: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING COMPANY STREET 2: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TLC PROPERTIES LLC CENTRAL INDEX KEY: 0001060091 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-65 FILM NUMBER: 03807891 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIUMPH OUTDOOR RHODE ISLAND LLC CENTRAL INDEX KEY: 0001085096 IRS NUMBER: 050500914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-05 FILM NUMBER: 03807831 BUSINESS ADDRESS: STREET 1: 1845 WOODALL ROGERS FREEWAY STREET 2: STE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149228700 MAIL ADDRESS: STREET 1: 1845 WOODALL ROGERS FREEWAY STREET 2: STE 1300 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAINE LOGOS LLC CENTRAL INDEX KEY: 0001214772 IRS NUMBER: 721492985 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-18 FILM NUMBER: 03807844 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR TEXAS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001060172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721309005 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-21 FILM NUMBER: 03807847 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR PENSACOLA TRANSIT INC CENTRAL INDEX KEY: 0001060167 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 593391978 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-26 FILM NUMBER: 03807852 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR I-40 WEST INC CENTRAL INDEX KEY: 0001126064 IRS NUMBER: 731498886 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-31 FILM NUMBER: 03807857 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR DOA TENNESSEE HOLDINGS INC CENTRAL INDEX KEY: 0001214770 IRS NUMBER: 411991164 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-35 FILM NUMBER: 03807861 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVAN INC CENTRAL INDEX KEY: 0001126049 IRS NUMBER: 251736076 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-52 FILM NUMBER: 03807878 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSTATE LOGOS LLC CENTRAL INDEX KEY: 0001126070 IRS NUMBER: 721230862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-55 FILM NUMBER: 03807881 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANS WEST OUTDOOR ADVERTISING INC CENTRAL INDEX KEY: 0001214773 IRS NUMBER: 330825978 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-64 FILM NUMBER: 03807890 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR TENNESSEE LLC CENTRAL INDEX KEY: 0001060169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721309007 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-23 FILM NUMBER: 03807849 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FORMER COMPANY: FORMER CONFORMED NAME: LAMAR TENNESSEE LIMITED PARTNERSHIP DATE OF NAME CHANGE: 19980420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVANTAGE GP CO LLC CENTRAL INDEX KEY: 0001126056 IRS NUMBER: 760637519 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-51 FILM NUMBER: 03807877 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVANTAGE LP CO LLC CENTRAL INDEX KEY: 0001126057 IRS NUMBER: 760637519 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-49 FILM NUMBER: 03807875 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSISSIPPI LOGOS LLC CENTRAL INDEX KEY: 0001126066 IRS NUMBER: 721469487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-15 FILM NUMBER: 03807841 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING OF OKLAHOMA INC CENTRAL INDEX KEY: 0001126062 IRS NUMBER: 731178474 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-43 FILM NUMBER: 03807869 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENNESSEE LOGOS INC CENTRAL INDEX KEY: 0001060178 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 621649765 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-75 FILM NUMBER: 03807904 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FORMER COMPANY: FORMER CONFORMED NAME: TENNESSE LOGOS INC DATE OF NAME CHANGE: 19980420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR TTR LLC CENTRAL INDEX KEY: 0001126051 IRS NUMBER: 860928767 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-24 FILM NUMBER: 03807850 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR BENCHES INC CENTRAL INDEX KEY: 0001126063 IRS NUMBER: 731524386 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-37 FILM NUMBER: 03807863 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVANTAGE HOLDING CO CENTRAL INDEX KEY: 0001126059 IRS NUMBER: 760619569 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-50 FILM NUMBER: 03807876 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TLC PROPERTIES INC CENTRAL INDEX KEY: 0000899072 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 720640751 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-66 FILM NUMBER: 03807892 BUSINESS ADDRESS: STREET 1: 55551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OUTDOOR PROMOTIONS WEST LLC CENTRAL INDEX KEY: 0001085094 IRS NUMBER: 223598746 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-74 FILM NUMBER: 03807903 BUSINESS ADDRESS: STREET 1: 1845 WOODALL RODGERS FREEWAY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149228700 MAIL ADDRESS: STREET 1: 1845 WOODALL RODGERS FRWY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARDIN DEVELOPMENT CORP CENTRAL INDEX KEY: 0001085124 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-56 FILM NUMBER: 03807882 BUSINESS ADDRESS: STREET 1: 1845 WOODALL RODGERS FREEWAY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 MAIL ADDRESS: STREET 1: 1845 WOODALL RODGERS FREEWAY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSOURI LOGOS LLC CENTRAL INDEX KEY: 0000899073 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721181668 STATE OF INCORPORATION: MO FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-14 FILM NUMBER: 03807840 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORARTE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI LOGOS INC DATE OF NAME CHANGE: 19930319 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OUTDOOR MARKETING SYSTEMS LLC CENTRAL INDEX KEY: 0001214318 IRS NUMBER: 232659279 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-06 FILM NUMBER: 03807832 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR AIR LLC CENTRAL INDEX KEY: 0001060166 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721277136 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-38 FILM NUMBER: 03807864 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TLC PROPERTIES II INC CENTRAL INDEX KEY: 0001060180 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721336624 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-67 FILM NUMBER: 03807894 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MINNESOTA LOGOS CENTRAL INDEX KEY: 0001033344 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 411804634 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-16 FILM NUMBER: 03807842 BUSINESS ADDRESS: STREET 1: LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING OF YOUNGSTOWN INC CENTRAL INDEX KEY: 0001060162 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 232669670 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-40 FILM NUMBER: 03807866 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXAS LOGOS LP CENTRAL INDEX KEY: 0001060179 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 760381679 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-69 FILM NUMBER: 03807897 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS LOGOS INC DATE OF NAME CHANGE: 19980420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR TRANSIT ADVERTISING OF NEW ORLEANS LLC CENTRAL INDEX KEY: 0001214310 IRS NUMBER: 522122268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-20 FILM NUMBER: 03807846 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR FLORIDA INC CENTRAL INDEX KEY: 0001126048 IRS NUMBER: 721467179 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-32 FILM NUMBER: 03807858 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIUMPH OUTDOOR HOLDINGS LLC CENTRAL INDEX KEY: 0001085109 IRS NUMBER: 133990438 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-70 FILM NUMBER: 03807898 BUSINESS ADDRESS: STREET 1: 1845 WOODALL RODGERS FREEWAY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149228700 MAIL ADDRESS: STREET 1: 1845 WOODALL RODGERS FREEWAY STREET 2: SUITE 1300 CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO LOGOS INC CENTRAL INDEX KEY: 0000899077 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 721148212 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-09 FILM NUMBER: 03807835 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING SOUTHWEST INC CENTRAL INDEX KEY: 0001214314 IRS NUMBER: 850113644 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-39 FILM NUMBER: 03807865 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVERTISING OF KENTUCKY INC CENTRAL INDEX KEY: 0001090424 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 850446801 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-46 FILM NUMBER: 03807872 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING COMPANY STREET 2: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING COMPANY STREET 2: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRGINIA LOGOS LLC CENTRAL INDEX KEY: 0001060181 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 541763912 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-03 FILM NUMBER: 03807829 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FORMER COMPANY: FORMER CONFORMED NAME: VIRGINIA LOGOS INC DATE OF NAME CHANGE: 19980420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WASHINGTON LOGOS LLC CENTRAL INDEX KEY: 0001214774 IRS NUMBER: 731648809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-02 FILM NUMBER: 03807828 MAIL ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW MEXICO LOGOS INC CENTRAL INDEX KEY: 0001090418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 850446801 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-10 FILM NUMBER: 03807836 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING COMPANY STREET 2: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING COMPANY STREET 2: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR OCI NORTH CORP CENTRAL INDEX KEY: 0001078398 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-30 FILM NUMBER: 03807856 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BOULEVARD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LAMAR ADVANTAGE OUTDOOR CO LP CENTRAL INDEX KEY: 0001126058 IRS NUMBER: 742841299 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-48 FILM NUMBER: 03807874 BUSINESS ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD. CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 2259261000 MAIL ADDRESS: STREET 1: C/O LAMAR ADVERTISING CO STREET 2: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANADIAN TODS LTD CENTRAL INDEX KEY: 0001060187 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107427-61 FILM NUMBER: 03807887 BUSINESS ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 BUSINESS PHONE: 5049261000 MAIL ADDRESS: STREET 1: 5551 CORPORATE BLVD CITY: BATON ROUGE STATE: LA ZIP: 70808 S-4 1 b47275lmsv4.txt LAMAR MEDIA CORP AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 2003. REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LAMAR MEDIA CORP. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 7311 72-1205791 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code) Identification No.)
5551 CORPORATE BOULEVARD BATON ROUGE, LOUISIANA 70808 (225) 926-1000 (Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) KEVIN P. REILLY, JR. PRESIDENT AND CHIEF EXECUTIVE OFFICER LAMAR MEDIA CORP. 5551 CORPORATE BOULEVARD BATON ROUGE, LOUISIANA 70808 (225) 926-1000 (Name, Address, Including ZIP Code and Telephone Number, Including Area Code, of Agent for Service) WITH COPIES TO: GEORGE TICKNOR, ESQ. PALMER & DODGE LLP 111 HUNTINGTON AVENUE BOSTON, MASSACHUSETTS 02199-7613 (617) 239-0100 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(1) - --------------------------------------------------------------------------------------------------------------------------------- 7 1/4% Senior Subordinated Notes due 2013................................... $125,000,000 100% $125,000,000 $10,112.50 - --------------------------------------------------------------------------------------------------------------------------------- Guarantees of 7 1/4% Senior Subordinated Notes due 2013(2)...................... N/A N/A N/A N/A - --------------------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------
(1) This registration fee has been calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended. (2) No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act of 1933, as amended. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS
STATE OR OTHER JURISDICTION IRS EMPLOYER OF INCORPORATION OR IDENTIFICATION EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER - ---------------------------------------------------- --------------------------- ------------------- American Signs, Inc. ............................... Washington 91-1642046 Canadian TODS Limited............................... Nova Scotia, Canada N/A Colorado Logos, Inc. ............................... Colorado 84-1480715 Delaware Logos, L.L.C. ............................. Delaware 51-0392715 Florida Logos, Inc. ................................ Florida 65-0671887 Georgia Logos, L.L.C. .............................. Georgia 72-1469485 Hardin Development Corporation...................... Florida 59-3194679 Interstate Logos, L.L.C. ........................... Louisiana 72-1490893 Kansas Logos, Inc. ................................. Kansas 48-1187701 Kentucky Logos, LLC................................. Kentucky 62-1839054 Lamar Advan, Inc. .................................. Pennsylvania 25-1736076 Lamar Advantage GP Company, LLC..................... Delaware 72-1490891 Lamar Advantage Holding Company..................... Delaware 76-0619569 Lamar Advantage LP Company, LLC..................... Delaware 76-0637519 Lamar Advantage Outdoor Company, L.P. .............. Delaware 74-2841299 Lamar Advertising of Colorado Springs, Inc. ........ Colorado 72-0931093 Lamar Advertising of Kentucky, Inc. ................ Kentucky 61-1306385 Lamar Advertising of Louisiana, L.L.C. ............. Louisiana 72-1462297 Lamar Advertising of Michigan, Inc. ................ Michigan 38-3376495 Lamar Advertising of Oklahoma, Inc. ................ Oklahoma 73-1178474 Lamar Advertising of Penn, LLC...................... Delaware 72-1462301 Lamar Advertising of South Dakota, Inc. ............ South Dakota 46-0446615 Lamar Advertising of Youngstown, Inc. .............. Delaware 23-2669670 Lamar Advertising Southwest, Inc. .................. Nevada 85-0113644 Lamar Air, L.L.C. .................................. Louisiana 72-1277136 Lamar Benches, Inc. ................................ Oklahoma 73-1524386 Lamar Central Outdoor, Inc. ........................ Delaware 76-0637519 Lamar DOA Tennessee Holdings, Inc. ................. Delaware 41-1991164 Lamar DOA Tennessee, Inc. .......................... Delaware 41-1882464 Lamar Electrical, Inc. ............................. Louisiana 72-1392115 Lamar Florida, Inc. ................................ Florida 72-1467178 Lamar I-40 West, Inc. .............................. Oklahoma 73-1498886 Lamar OCI North Corporation......................... Delaware 38-2885263 Lamar OCI South Corporation......................... Mississippi 64-0520092 Lamar Ohio Outdoor Holding Corp. ................... Ohio 34-1597561 Lamar Oklahoma Holding Company, Inc. ............... Oklahoma 73-1474290 Lamar Pensacola Transit, Inc. ...................... Florida 59-3391978 Lamar Pinnacle Acquisition Co. ..................... Georgia 02-0667329 Lamar T.T.R., L.L.C. ............................... Arizona 86-0928767 Lamar Tennessee, L.L.C. ............................ Tennessee 72-1309007 Lamar Texas General Partner, Inc. .................. Louisiana 72-1309003 Lamar Texas Limited Partnership..................... Texas 72-1309005 Lamar Transit Advertising of New Orleans, LLC....... Delaware 52-2122268 LC Billboard L.L.C. ................................ Delaware 63-1692342
STATE OR OTHER JURISDICTION IRS EMPLOYER OF INCORPORATION OR IDENTIFICATION EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER - ---------------------------------------------------- --------------------------- ------------------- Maine Logos, L.L.C. ................................ Maine 72-1492985 Michigan Logos, Inc. ............................... Michigan 38-3071362 Minnesota Logos, Inc. .............................. Minnesota 41-1800355 Mississippi Logos, L.L.C. .......................... Mississippi 72-1469487 Missouri Logos, LLC................................. Missouri 72-1485587 Nebraska Logos, Inc. ............................... Nebraska 72-1137877 Nevada Logos, Inc. ................................. Nevada 88-0373108 New Jersey Logos, L.L.C. ........................... New Jersey 72-1469048 New Mexico Logos, Inc. ............................. New Mexico 85-0446801 Ohio Logos, Inc. ................................... Ohio 72-1148212 Oklahoma Logos, L.L.C. ............................. Oklahoma 72-1469103 Outdoor Marketing Systems, Inc. .................... Pennsylvania 23-2659279 Outdoor Marketing Systems, LLC...................... Pennsylvania 23-2659279 Outdoor Promotions West, LLC........................ Delaware 22-3598746 Parsons Development Company......................... Florida 59-3500218 Revolution Outdoor Advertising, Inc. ............... Florida 59-3418650 South Carolina Logos, Inc. ......................... South Carolina 58-2152628 Stokely Ad Agency, L.L.C. .......................... Oklahoma application pending Tennessee Logos, Inc. .............................. Tennessee 62-1649765 Texas Logos, L.P. .................................. Texas 72-1490894 The Lamar Company, L.L.C. .......................... Louisiana 72-1462298 TLC Properties II, Inc. ............................ Texas 72-1336624 TLC Properties, Inc. ............................... Louisiana 72-0640751 TLC Properties, L.L.C. ............................. Louisiana 72-1417495 Trans West Outdoor Advertising, Inc. ............... California 33-0825978 Transit America Las Vegas, L.L.C. .................. Delaware 88-0386243 Triumph Outdoor Holdings, LLC....................... Delaware 13-3990438 Triumph Outdoor Rhode Island, LLC................... Delaware 05-0500914 Utah Logos, Inc. ................................... Utah 72-1148211 Virginia Logos, LLC................................. Virginia 62-1839208 Washington Logos, L.L.C. ........................... Washington 73-1648809
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION DATED JULY 29, 2003 PROSPECTUS Lamar Media Corp. OFFER TO EXCHANGE $125,000,000 7 1/4% Senior Subordinated Notes due 2013 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR $125,000,000 OUTSTANDING 7 1/4% Senior Subordinated Notes due 2013 issued on June 12, 2003 WHICH HAVE NOT BEEN SO REGISTERED We refer to the registered notes as the exchange notes and to all outstanding $125,000,000 7 1/4% Senior Subordinated Notes due 2013 issued on June 12, 2003 as the original notes. The original notes constitute a further issuance of, and form a single series with, the 7 1/4% Senior Subordinated Notes due 2013 that we issued on December 23, 2002 in the aggregate principal amount of $260,000,000. The 7 1/4% notes issued in December 2002 were subject to an earlier exchange offer, which closed on May 7, 2003. The exchange offer described herein applies only to the $125,000,000 aggregate principal amount of notes issued on June 12, 2003. - The exchange offer expires at 5:00 p.m., New York City time, on , 2003, unless we extend the offer. - The terms of the exchange notes to be issued in the exchange offer are substantially identical to the terms of the original notes, except that the exchange notes are registered under the Securities Act of 1933 and the transfer restrictions and the registration rights applicable to the original notes generally do not apply to the exchange notes. - The exchange notes will be senior to no currently outstanding debt obligations, but will rank senior to any subordinated debt that we incur in the future. - The original notes are, and the exchange notes will be, unconditionally guaranteed on a joint and several basis by substantially all of our existing and future subsidiaries. - All original notes that are validly tendered and not validly withdrawn will be exchanged. - Tenders of original notes may be withdrawn at any time prior to the expiration of the exchange offer. - We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for them to be quoted on any quotation system. - The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. - We will not receive any proceeds from the exchange offer. - This prospectus and the letter of transmittal are first being mailed to all holders of the original notes on , 2003. INVESTING IN THE EXCHANGE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 7. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The exchange offer is not being made, nor will we accept surrender or exchange from holders of original notes, in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or "blue sky" laws of such jurisdiction. The date of this prospectus is , 2003. TABLE OF CONTENTS
PAGE ---- Prospectus Summary.......................................... 1 Risk Factors................................................ 7 Statements Regarding Forward-Looking Information............ 14 Use of Proceeds............................................. 14 Capitalization.............................................. 15 Selected Historical Consolidated Financial Data............. 16 Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 18 Business.................................................... 28 Management.................................................. 34 Principal Stockholders...................................... 38 Certain Relationships and Related Transactions.............. 41 Ratio of Earnings to Fixed Charges.......................... 42 The Exchange Offer.......................................... 42 Description of Material Indebtedness........................ 50 Description of the Exchange Notes........................... 54 Exchange Offer and Registration Rights Agreement............ 75 Book-Entry Settlement and Clearance......................... 76 Material U.S. Federal tax considerations.................... 78 Plan of Distribution........................................ 83 Legal Matters............................................... 84 Experts..................................................... 84 Available Information....................................... 84 Index to Consolidated Financial Statements.................. F-1
Lamar Media Corp. is a Delaware corporation. Our principal executive offices are located at 5551 Corporate Blvd., Baton Rouge, LA 70808 and our telephone number at that address is (225) 926-1000. Lamar Media Corp. is a wholly owned subsidiary of Lamar Advertising Company. Our parent's web site is located at http://www.lamar.com. The information on the web site is not part of this prospectus. In this prospectus, unless otherwise defined, "Lamar Media," "we," "us" and "our" refer to Lamar Media Corp. and its subsidiaries. Lamar Advertising Company is referred to herein as "Lamar Advertising." No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You should not rely on any unauthorized information or representations. This prospectus is an offer to exchange only the notes offered by this prospectus, and only under the circumstances and in those jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. i PROSPECTUS SUMMARY This summary contains basic information that is important to you in deciding whether to participate in the exchange offer. You should read this entire prospectus carefully, including the "Risk Factors" contained herein. LAMAR MEDIA CORP. We are one of the largest outdoor advertising companies in the United States based on number of displays and have operated under the Lamar name since 1902. As of June 30, 2003, we owned and operated approximately 148,000 billboard advertising displays in 43 states, operated over 97,000 logo sign displays in 21 states and the province of Ontario, Canada, and operated approximately 13,000 transit advertising displays in 15 states. The three principal areas that make up our business are: - Billboard advertising. We offer our customers a fully integrated service, covering their billboard display requirements from ad copy production to placement and maintenance. Our billboard advertising displays are comprised of bulletins and posters. As a result of their greater impact and higher cost, bulletins are usually located on major highways. Posters are usually concentrated on major traffic arteries or on city streets to target pedestrian traffic. - Logo signs. We are the largest provider of logo sign services in the United States, operating 21 of the 26 privatized state logo sign contracts. Logo signs are erected near highway exits to direct motor traffic to service and tourist attractions, as well as to advertise gas, food, camping and lodging. - Transit advertising. We provide transit advertising in 40 transit markets. Transit displays appear on the exterior or interior of public transportation vehicles or stations, such as buses, trains, commuter rail, subways, platforms and terminals. Our business has grown rapidly through a combination of internal growth and acquisitions. Our growth has been enhanced by strategic acquisitions that resulted in increased operating efficiencies, greater geographic diversification and increased market penetration. Historically, we have focused on small to mid- sized markets where we have pursued acquisition opportunities in order to establish a leadership position. Since January 1, 1997, we have successfully completed over 490 acquisitions of outdoor advertising businesses and assets. Our acquisitions have expanded our operations in major markets. We currently have a presence in 24 of the top 50 outdoor advertising markets in the United States. Our large national footprint gives us the ability to offer cross-market advertising opportunities to both our local and national advertising customers. RECENT DEVELOPMENTS On March 7, 2003 we replaced our then existing bank credit facility with a new bank credit facility. The new bank credit facility is comprised of a $225.0 million revolving bank credit facility and a $975.0 million term facility. The new bank credit facility also includes a $500.0 million incremental facility, which permits us to request that our lenders enter into commitments to make additional term loans to us, up to a maximum aggregate amount of $500 million. The lenders have no obligation to make additional term loans to us under the incremental facility, but may enter into such commitments in their sole discretion. On June 28, 2003, we redeemed $100.0 million in principal amount of our 8 5/8% Senior Subordinated Notes due 2007 for a redemption price equal to 104.313% of the principal amount plus accrued interest through June 27, 2003 of approximately $2.5 million for a total redemption price of approximately $106.8 million. We will record a loss on the extinguishment of debt of approximately $5.8 million in the second quarter of 2003. Approximately $100.0 million in aggregate principal amount of our 8 5/8% notes remains outstanding following this redemption. 1 ORGANIZATIONAL CHART The following summary organizational chart describes the basic corporate structure of Lamar. [Flow Chart] - --------------- * All subsidiaries are wholly owned, except for the only subsidiary that is not a guarantor of the notes -- Missouri Logos, a Partnership. 2 SUMMARY OF THE EXCHANGE OFFER On June 12, 2003, we completed a private offering of $125,000,000 aggregate principal amount of 7 1/4% Senior Subordinated Notes due 2013. In connection with the offering of those original notes, we entered into a registration rights agreement with the initial purchasers of those original notes in which we agreed to deliver this prospectus to you and to complete an exchange offer for those original notes. Below is a summary of the exchange offer. EXCHANGE OFFER................ We are offering to exchange an aggregate of $125,000,000 principal amount of exchange notes for an aggregate of $125,000,000 principal amount of original notes. The original notes may be exchanged only in multiples of $1,000. EXPIRATION DATE............... This exchange offer will expire at 5:00 p.m., New York City time, on , 2003, unless we extend the offer. PROCEDURES FOR TENDERING ORIGINAL NOTES................ The procedures for exchanging original notes involve notifying the exchange agent before the expiration date of the exchange offer of your intention to do so. The procedures for properly providing notice are described on page 44 of this prospectus under the heading "The Exchange Offer -- Exchange offer procedures -- How to tender." ACCEPTANCE OF ORIGINAL NOTES AND DELIVERY OF EXCHANGE NOTES......................... We will accept any original notes that are properly tendered for exchange before 5:00 p.m., New York City time, on the day this exchange offer expires. The exchange notes will be delivered promptly after expiration of this exchange offer. EXCHANGE DATE................. We will notify the exchange agent of the date of acceptance of the original notes for exchange. WITHDRAWAL RIGHTS............. If you tender your original notes for exchange in this exchange offer and later wish to withdraw them, you may do so at any time before 5:00 p.m., New York City time, on the day this exchange offer expires. EFFECT ON HOLDERS OF ORIGINAL NOTES......................... Any original notes that remain outstanding after this exchange offer will continue to be subject to restrictions on their transfer. After this exchange offer, holders of original notes will not (with limited exceptions) have any further rights under the registration rights agreement. Any market for original notes that are not exchanged could be adversely affected by the completion of this exchange offer. See "Risk factors -- The original notes are, and will continue to be, subject to restrictions on transfer, and the trading market, if any, for the original notes may be adversely affected by completion of this exchange offer" on page 11. RESALE OF THE EXCHANGE NOTES......................... Based on the position the staff of the Division of Corporation Finance of the SEC has stated in certain interpretive letters issued to third parties in other transactions, we believe that the exchange notes acquired in this exchange offer may be freely traded without compliance with the provisions of the Securities Act of 1933, as amended, that call for registration and delivery of a prospectus, except as described in the following paragraphs. See "Plan of distribution" on page 83. 3 In order to participate in the exchange offer, you will be required to make specified representations in a letter of transmittal, including that: - you are not an "affiliate" of ours, as defined in Rule 405 of the Securities Act of 1933; - you are not a broker-dealer who owns original notes acquired directly from us; - you will acquire the exchange notes in the ordinary course of business; and - you have not agreed with anyone to distribute the exchange notes. If you are a broker-dealer that purchased original notes for your own account as part of market-making or other trading activities, you may represent to us that you have not agreed with us or our affiliates to distribute the exchange notes. If you make this representation, you must agree to deliver a prospectus in connection with any resale of the exchange notes and you need not make the last representation provided for above. ACCRUED INTEREST ON THE ORIGINAL NOTES................ Any interest that has accrued on an original note before its exchange in this exchange offer will be payable on the exchange note on the first interest payment date after the completion of this exchange offer. TAX CONSEQUENCES.............. The exchange of the original notes for the exchange notes will not be a taxable exchange for United States federal income tax purposes. See "Material federal income tax consequences" on page 78. EXCHANGE AGENT................ Wachovia Bank is serving as the exchange agent. Its address and telephone number are provided in this prospectus under the heading "The Exchange Offer -- Exchange agent" on page 48. USE OF PROCEEDS............... We will not receive any cash proceeds from this exchange offer. 4 SUMMARY OF THE TERMS OF THE EXCHANGE NOTES The terms of the exchange notes will be essentially the same as the original notes, except that the exchange notes will not contain language restricting their transfer, and holders of the exchange notes generally will not be entitled to further registration rights under the registration rights agreement. The exchange notes will evidence the same debt as the outstanding original notes for which they were exchanged, and the exchange notes will replace such outstanding original notes. Both the original notes and the exchange notes are governed by the same indenture. See the "Description of the Exchange Notes" section of this prospectus on page 54 for more detailed information about the terms and conditions of the exchange notes. ISSUER........................ Lamar Media Corp. SECURITIES OFFERED............ $125,000,000 aggregate principal amount of 7 1/4% Senior Subordinated Notes due 2013. MATURITY DATE................. January 1, 2013. INTEREST RATE................. 7 1/4% per year. INTEREST PAYMENT DATE......... July 1 and January 1 of each year, beginning on July 1, 2003. GUARANTEES.................... Substantially all of our existing and future subsidiaries will unconditionally guarantee the exchange notes on a joint and several basis. On the issue date of the exchange notes, all of our existing subsidiaries, except for Missouri Logos, a Partnership, will guarantee the exchange notes. RANKING....................... The exchange notes will be our unsecured senior subordinated obligations and will be subordinated to all of our existing and future senior debt, which will include indebtedness under our bank credit facility, and rank equally with all of our existing and future senior subordinated debt, including our outstanding 8 5/8% Senior Subordinated Notes due 2007 and the previously issued 7 1/4% Senior Subordinated Notes due 2013, and rank senior to any future subordinated debt. The exchange notes will be effectively subordinated to all existing and future liabilities, including trade payables, of our non-guarantor subsidiaries. The guarantees by our subsidiaries will be subordinated to existing and future senior debt of such subsidiaries, which will include each such subsidiary's guarantee of indebtedness under our bank credit facility. As of June 30, 2003, the exchange notes and the subsidiary guarantees (i) were subordinated to $1,015.0 million in senior debt, and $179.6 million of additional borrowing capacity was available under our bank credit facility, (ii) ranked equally with $359.6 million of senior subordinated debt, and $14.2 million in various other short-term and long-term debt, and (iii) ranked senior to no outstanding debt obligations. The bank credit facility also includes a $500.0 million incremental facility, which permits us to request that our lenders enter into commitments to make additional terms loans to us, up to a maximum aggregate amount of $500.0 million. The lenders have no obligation to make additional term loans to us under the incremental facility, but may enter into such commitments in their sole discretion. The exchange notes will be subordinated to 5 any future loans that may be made under the incremental facility. OPTIONAL REDEMPTION........... We may redeem some or all of the exchange notes at any time on or after January 1, 2008. We may also redeem up to 35% of the aggregate principal amount of the exchange notes using the proceeds from certain public equity offerings completed before January 1, 2006. The redemption prices are described under "Description of the Exchange Notes -- Optional Redemption" on page 55. CHANGE OF CONTROL AND ASSET SALES......................... If we or Lamar Advertising experience specific kinds of changes of control or we sell assets under certain circumstances, we will be required to make an offer to purchase the exchange notes at the prices listed in "Description of the Exchange Notes -- Optional Redemption" on page 55. We may not have sufficient funds available at the time of any change of control to effect the purchase. CERTAIN COVENANTS............. The indenture governing the notes restricts our ability and the ability of our restricted subsidiaries to, among other things: - incur additional debt and issue preferred stock; - make certain distributions, investments and other restricted payments; - create certain liens; - enter into transactions with affiliates; - limit the ability of restricted subsidiaries to make payments to us; - merge, consolidate or sell substantially all of our assets; - limit the ability of our subsidiaries to issue preferred stock; and - sell assets. These covenants are subject to important exceptions and qualifications, which are described under the heading "Description of the Exchange Notes" on page 54 of this prospectus. EXCHANGE OFFER; REGISTRATION RIGHTS........................ Under a registration rights agreement with the initial purchasers, we and the guarantors agreed to use our reasonable best efforts to cause to become effective a registration statement with respect to an offer to exchange the original notes for the exchange notes. If we are not able to effect the exchange offer, we will use our reasonable best efforts to file and cause to become effective a shelf registration statement relating to resales of the original notes. We will be obligated to pay additional interest on the notes if we do not complete the exchange offer within 160 days after the issue date of the original notes or, if required, the shelf registration statement is not declared effective within 160 days after the issue date of the original notes. See "Exchange offer and registration rights agreement" on page 75. 6 RISK FACTORS You should carefully consider the risks described below, in addition to the other information presented in this prospectus, in evaluating us, our business and your participation in the exchange offer. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also adversely affect our business and operations. RISKS RELATED TO THE EXCHANGE NOTES AND THIS OFFERING OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR BUSINESS AND PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER THE EXCHANGE NOTES. We have a substantial amount of indebtedness. As of June 30, 2003, we had approximately $1.5 billion of debt outstanding consisting of approximately $1,015.0 million in senior bank debt, $489.2 million in various series of senior subordinated notes, and $14.2 million in various other short-term and long-term debt. In addition, the indentures governing our notes and our bank credit facility allow us to incur substantial additional indebtedness in the future. As of June 30, 2003, we had $179.6 million available to borrow under our bank credit facility. Our bank credit facility also permits us to request that our lenders enter into commitments to make additional term loans to us, up to a maximum aggregate amount of $500.0 million. Our lenders have no obligation to make additional term loans to us, but may enter into such commitments in their sole discretion. Our substantial indebtedness and the fact that a large part of our cash flow from operations must be used to make principal and interest payments on our debt may have important consequences, including: - making it more difficult for us to satisfy our obligations with respect to the exchange notes; - limiting cash flow available to fund our working capital, capital expenditures, potential acquisitions or other general corporate requirements; - increasing our vulnerability to general adverse economic and industry conditions; - limiting our ability to obtain additional financing to fund future working capital, capital expenditures, potential acquisitions or other general corporate requirements; - limiting our flexibility in planning for, or reacting to, changes in our business and industry; - placing us at a competitive disadvantage compared to our competitors with less indebtedness; and - making it more difficult for us to comply with financial covenants in our bank credit facility. WE MAY BE UNABLE TO GENERATE SUFFICIENT CASH FLOW TO SATISFY OUR SIGNIFICANT DEBT SERVICE OBLIGATIONS. Our ability to generate cash flow from operations to make principal and interest payments on our debt, including the exchange notes, will depend on our future performance, which will be affected by a range of economic, competitive and business factors. We cannot control many of these factors, including general economic conditions, our customers' allocation of advertising expenditures among available media and the amount spent on advertising in general. If our operations do not generate sufficient cash flow from operations to satisfy our debt service obligations, we may need to borrow additional funds to make these payments or undertake alternative financing plans, such as refinancing or restructuring our debt, or reducing or delaying capital investments and acquisitions. Additional funds or alternative financing may not be available to us on favorable terms, or at all. Our inability to generate sufficient cash flow from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on our business, financial condition and results of operations. 7 RESTRICTIONS IN OUR AND LAMAR ADVERTISING'S DEBT AGREEMENTS REDUCE OUR OPERATING FLEXIBILITY AND CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR DEFAULTS. The terms of our bank credit facility and the indentures relating to our outstanding notes and the indenture relating to Lamar Advertising's outstanding notes restrict and the indenture relating to the exchange notes will restrict, among other things, our ability and the ability of Lamar Advertising to: - incur or repay debt; - dispose of assets; - create liens; - make investments; - enter into affiliate transactions; and - pay dividends. See "Description of Material Indebtedness -- Bank Credit Facility," on page 50 and "-- 8 5/8% Senior Subordinated Notes due 2007" on page 52. Under our bank credit facility, we must maintain specified financial ratios and levels including: - a minimum interest coverage ratio; - a minimum fixed charges coverage ratio; - a maximum senior debt ratio; and - a maximum total debt ratio. See "Description of Material Indebtedness -- Bank Credit Facility -- Covenants" on page 51. If we fail to comply with these tests, the lenders have the right to cause all amounts outstanding under our bank credit facility to become immediately due. If this were to occur, and the lenders decide to exercise their right to accelerate the indebtedness, it would create serious financial problems for us and could lead to an event of default under the indentures governing our debt, including the exchange notes. Any of these events could have a material adverse effect on our business, financial condition and results of operations. Our ability to comply with these restrictions, and any similar restrictions in future agreements, depends on our operating performance. Because our performance is subject to prevailing economic, financial and business conditions and other factors that are beyond our control, we may be unable to comply with these restrictions in the future. YOUR RIGHT TO RECEIVE PAYMENTS ON THE EXCHANGE NOTES IS JUNIOR TO OUR EXISTING SENIOR INDEBTEDNESS AND THE EXISTING SENIOR INDEBTEDNESS OF THE SUBSIDIARY GUARANTORS AND POSSIBLY ALL OF OUR AND THEIR FUTURE INDEBTEDNESS. The exchange notes and the subsidiary guarantees will be subordinated in right of payment to the prior payment in full of our and the subsidiary guarantors' respective current and future senior indebtedness, including our and their obligations under our bank credit facility. As of June 30, 2003, the exchange notes were subordinated to $1,015.0 million of debt under our bank credit facility and $179.6 million of senior debt were available for borrowing under our bank credit facility. Our bank credit facility also permits us to request that our lenders enter into commitments to make additional term loans to us, up to a maximum aggregate amount of $500.0 million. Our lenders have no obligation to make additional term loans to us, but may enter into such commitments in their sole discretion. As a result of the subordination provisions of the exchange notes, in the event of the bankruptcy, liquidation or dissolution of us or any subsidiary guarantor, our assets or the assets of the applicable subsidiary guarantor would be available to pay obligations under the exchange notes and our other senior subordinated obligations only after all payments had been made on our senior indebtedness or the senior indebtedness of the applicable subsidiary guarantor. Sufficient assets may not remain after all of these payments have been 8 made to make any payments on the exchange notes and our other senior subordinated obligations (which totaled $489.2 million as of June 30, 2003), including payments of interest when due. In addition, all payments on the exchange notes and the subsidiary guarantees will be prohibited in the event of a payment default on our senior indebtedness and, for limited periods, upon the occurrence of other defaults under our bank credit facility. THE EXCHANGE NOTES AND THE SUBSIDIARY GUARANTEES WILL BE EFFECTIVELY SUBORDINATED TO ALL OF OUR AND OUR SUBSIDIARY GUARANTORS' SECURED INDEBTEDNESS AND ALL INDEBTEDNESS AND OTHER OBLIGATIONS OF OUR NON-GUARANTOR SUBSIDIARIES. The exchange notes will not be secured. The lenders under our bank credit facility are secured by a pledge of our stock and the stock of all of the subsidiary guarantors. If we or any of the subsidiary guarantors declare bankruptcy, liquidate or dissolve, or if payment under our bank credit facility or any of our other secured indebtedness is accelerated, our secured lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the exchange notes. As a result, the exchange notes are effectively subordinated to our and our subsidiaries' secured indebtedness to the extent of the value of the assets securing that indebtedness and the holders of the exchange notes would in all likelihood recover ratably less than the lenders of our and our subsidiaries' secured indebtedness in the event of our bankruptcy, liquidation or dissolution. As of June 30, 2003, we had $1,015.0 million of secured indebtedness outstanding and $179.6 million of additional secured indebtedness was available for borrowing under our bank credit facility. Our bank credit facility also permits us to request that our lenders enter into commitments to make additional term loans to us, up to a maximum aggregate amount of $500.0 million. Our lenders have no obligation to make additional term loans to us, but may enter into such commitments in their sole discretion. In addition, the exchange notes will be structurally subordinated to all of the liabilities and other obligations of our subsidiaries that do not guarantee the exchange notes. In the event of a bankruptcy, liquidation or dissolution of any of the non-guarantor subsidiaries, holders of their indebtedness, their trade creditors and holders of their preferred equity will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. However, under some circumstances, the terms of the exchange notes will permit our non-guarantor subsidiaries to incur additional specified indebtedness. WE MAY NOT BE ABLE TO PURCHASE THE EXCHANGE NOTES UPON A CHANGE OF CONTROL. Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding exchange notes at a price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to the date of repurchase. See "Description of the Exchange Notes -- Change of Control" on page 64. Our obligation to repurchase the notes upon a change of control cannot be waived without the consent of each affected noteholder. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of exchange notes or that restrictions in our bank credit facility will not allow such repurchase. A sale of all or substantially all of our assets will result in a change of control. The term "all or substantially all" as used in the definition of a change of control, however, will likely be interpreted under applicable state law and will be dependant upon particular facts and circumstances. As a result, there may be uncertainty as to whether a sale assignment, conveyance, transfer, lease or other disposal is of "all or substantially all" of our assets, and thus whether a change of control has occurred. The occurrence of a change of control event will result in an event of default under our bank credit facility, and, therefore, the lenders will have the right to require repayment in full of all outstanding borrowings under the facility, which totaled $1,015.0 million as of June 30, 2003. We will not, therefore, be able to affect a repurchase of the notes upon a change of control event unless we repay all of the outstanding borrowings under the bank credit facility or obtain the consent of the lenders under the bank credit facility. 9 WE MAY ENTER INTO TRANSACTIONS THAT COULD SUBSTANTIALLY INCREASE OUR OUTSTANDING INDEBTEDNESS OR OTHERWISE ADVERSELY AFFECT HOLDERS OF THE EXCHANGE NOTES THAT WOULD NOT CONSTITUTE A CHANGE OF CONTROL. We are not prevented from entering into many types of transactions that may adversely affect holders of the exchange notes, including acquisitions, refinancing or other recapitalizations. Only certain defined occurrences will constitute change of control events that obligate us to offer to repurchase the exchange notes. Permitted transactions could increase our outstanding indebtedness, change our capital structure, adversely affect our credit ratings or otherwise adversely affect holders of the exchange notes. FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID THE GUARANTEES OF THE EXCHANGE NOTES BY OUR SUBSIDIARIES AND REQUIRE THE HOLDERS OF THE EXCHANGE NOTES TO RETURN PAYMENTS RECEIVED FROM THE SUBSIDIARY GUARANTORS. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the subsidiary guarantees could be voided, or claims in respect of the subsidiary guarantees could be subordinated to all other debts of a subsidiary guarantor if, either, the subsidiary guarantee was incurred with the intent to hinder, delay or defraud any present or future creditors of the subsidiary guarantor or the subsidiary guarantors, at the time it incurred the indebtedness evidenced by its subsidiary guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and the subsidiary guarantor either: - was insolvent or rendered insolvent by reason of such incurrence; - was engaged in a business or transaction for which such subsidiary guarantor's remaining assets constituted unreasonably small capital; or - intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. If a subsidiary guarantee is voided, you will be unable to rely on the applicable subsidiary guarantor to satisfy your claim in the event that we fail to make one or more required payments due on the exchange notes. In addition, any payment by such subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to such subsidiary guarantor, or to a fund for the benefit of creditors of such subsidiary guarantor. The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor would be considered insolvent if: - the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; - the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or - it could not pay its debts as they become due. On the basis of historical financial information, recent operating history and other factors, we and each subsidiary guarantor believe that, after giving effect to the indebtedness incurred in connection with this offering, no subsidiary guarantor will be insolvent, will have unreasonably small capital for the business in which it is engaged or will have incurred debts beyond its ability to pay such debts as they mature. A court could apply different standards in making such determinations, however, and disagree with our or the subsidiary guarantors' conclusions in this regard and void the subsidiary guarantees or subordinate any claims in respect of a subsidiary guarantee to all other debts of the subsidiary guarantors. 10 AN ACTIVE TRADING MARKET MAY NOT DEVELOP FOR THE EXCHANGE NOTES. The exchange notes do not have an established trading market and will not be listed on any securities exchange. The initial purchasers have informed us that they currently intend to make a market in the exchange notes. However, the initial purchasers are not obligated to do so and may discontinue any such market making at any time without notice. The liquidity of any market for the exchange notes will depend upon various factors, including: - the number of holders of the exchange notes; - the interest of securities dealers in making a market for the exchange notes; - the overall market for high yield securities; - our financial performance or prospects; and - the prospects for companies in our industry generally. Accordingly, it is possible that a market or liquidity may not develop for the exchange notes. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the notes, if any, may be subject to similar disruptions. Any such disruptions may adversely affect you as a holder of the exchange notes. THE ORIGINAL NOTES ARE, AND WILL CONTINUE TO BE, SUBJECT TO RESTRICTIONS ON TRANSFER, AND THE TRADING MARKET, IF ANY, FOR ORIGINAL NOTES MAY BE ADVERSELY AFFECTED BY COMPLETION OF THIS EXCHANGE OFFER. The original notes have not been registered under the Securities Act of 1933 or any state securities laws and therefore may not be offered, sold or otherwise transferred except in compliance with the registration requirements of the Securities Act of 1933 and any other applicable securities laws, or pursuant to an exemption from those laws or in a transaction not subject to those laws. We do not intend to register under the Securities Act of 1933 the original notes that remain outstanding after completion of this exchange offer, and have agreed to do so only in the event that original notes were not eligible for exchange in the exchange offer. We are not aware of any reason that original notes would not be eligible for exchange. Original notes that remain outstanding after the completion of this exchange offer will continue to bear a legend reflecting those restrictions on transfer, and holders of those original notes will not be entitled to any rights to have those original notes registered under the Securities Act of 1933 or to any similar rights under the registration rights agreement (subject to the limited exception noted above). To the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for remaining original notes may be adversely affected. RISKS RELATED TO OUR BUSINESS AND OPERATIONS OUR REVENUES ARE DERIVED FROM ADVERTISING AND ADVERTISING IS PARTICULARLY SENSITIVE TO CHANGES IN ECONOMIC CONDITIONS AND ADVERTISING TRENDS. We sell advertising space to generate revenues. Advertising spending is particularly sensitive to changes in general economic conditions and advertising spending typically decreases when economic conditions are tough. A decrease in demand for advertising space could adversely affect our business. A reduction in money spent on our advertising displays could result from: - a general decline in economic conditions; - a decline in economic conditions in particular markets where we conduct business; - a reallocation of advertising expenditures to other available media by significant customers; or - a decline in the amount spent on advertising in general. 11 OUR OPERATIONS ARE SIGNIFICANTLY IMPACTED BY THE REGULATION OF OUTDOOR ADVERTISING BY FEDERAL, STATE AND LOCAL GOVERNMENTS. Our operations are significantly impacted by federal, state and local government regulation of the outdoor advertising business. The federal government conditions federal highway assistance on states imposing location restrictions on the placement of billboards on primary and interstate highways. Federal laws also impose size, spacing and other limitations on billboards. Some states have adopted standards more restrictive than the federal requirements. Local governments generally control billboards as part of their zoning regulations. Some local governments have enacted ordinances that require removal of billboards by a future date. In addition, four states have enacted bans on billboard advertising. Others prohibit the construction of new billboards and the reconstruction of significantly damaged billboards, or allow new construction only to replace existing structures. Local laws that mandate removal of billboards at a future date often do not provide for payment to the owner for the loss of structures that are required to be removed. Some federal and state laws require payment of compensation in such circumstances. Local laws that require the removal of a billboard without compensation have been challenged in state and federal courts with conflicting results. Accordingly, we may not be successful in negotiating acceptable arrangements when our displays have been subject to removal under these types of local laws. Additional regulations may be imposed on outdoor advertising in the future. Legislation regulating the content of billboard advertisements has been introduced in Congress from time to time in the past. Additional regulations or changes in the current laws regulating and affecting outdoor advertising at the federal, state or local level may have a material adverse effect on our results of operations. OUR CONTINUED GROWTH THROUGH ACQUISITIONS MAY BECOME MORE DIFFICULT AND INVOLVES COSTS AND UNCERTAINTIES. Historically, we have substantially increased our inventory of advertising displays through acquisitions. Our growth strategy involves acquiring outdoor advertising businesses and assets in markets where we currently compete, as well as in new markets. The following factors, however, may affect our ability to continue to pursue this strategy effectively: - there might not be suitable acquisition candidates, particularly as a result of the consolidation of the outdoor advertising industry, and we may have a more difficult time negotiating acquisitions that are favorable to us; - we may face increased competition from other outdoor advertising companies, which may have greater financial resources than us, for the businesses and assets we wish to acquire, which may result in higher prices for those businesses and assets; - we may not have access to sufficient capital resources on acceptable terms, if at all, to finance our acquisitions and may not be able to obtain required consents from our lenders; - we may be unable to effectively integrate acquired businesses and assets with our existing operations as a result of unforeseen difficulties that could require significant time and attention from our management that would otherwise be directed at developing our existing business; and - we may not realize the benefits and cost savings that we anticipate from our acquisitions. WE FACE COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR ADVERTISERS AND OTHER FORMS OF ADVERTISING THAT COULD HURT OUR PERFORMANCE. We cannot be sure that in the future we will compete successfully against the current and future forms of outdoor advertising and other media. The competitive pressure that we face could adversely affect our profitability or financial performance. Although we are one of the largest companies focusing exclusively on outdoor advertising, we face competition from larger companies with more diversified 12 operations that also include television, radio and other broadcast media. In addition, our diversified competitors have the opportunity to cross-sell their different advertising products to their customers. We also face competition from other forms of media, including newspapers, direct mail advertising and the Internet. We must also compete with an increasing variety of other out-of-home advertising media that include advertising displays in shopping centers, malls, airports, stadiums, movie theaters and supermarkets, and on taxis, trains and buses. IF OUR CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING LOSSES COULD HURT OUR BUSINESS. Although we have developed contingency plans designed to deal with the threat posed to advertising structures by hurricanes and other natural disasters, it is possible that these plans will not work. If these plans fail, significant losses could result. We have determined that it is not economical to obtain insurance against losses from hurricanes and other natural disasters. Instead, we have developed contingency plans to deal with the threat of hurricanes. For example, we remove the advertising faces on billboards at the onset of a storm, when possible, which better permits the structures to withstand high winds during a storm. We then replace these advertising faces after the storm has passed. However, these plans may not be effective in the future and, if they are not, significant losses may result. OUR LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL. A portion of our revenues and operating income come from our state-awarded service contracts for logo signs. For the quarter ended March 31, 2003, approximately 5% of our net revenues were derived from our logo sign contracts. We cannot predict what remaining states, if any, will start logo sign programs or convert state-run logo sign programs to privately operated programs. We currently compete with three other logo sign providers, as well as local companies, for state-awarded service contracts for logo signs. Generally, state-awarded logo sign contracts have terms of five to ten years with additional renewal periods. Some states have the right to terminate a contract early, but in most cases must pay compensation to the logo sign provider for early termination. At the end of the term of the contract, ownership of the structures is transferred to the state. Depending on the contract in question, the logo sign provider may or may not be entitled to compensation at the end of the contract term. Of our 21 logo sign contracts in place at June 30, 2003, four are scheduled to terminate in 2003, one in July, one in September and two in December, and one is subject to renewal in September 2003. The states may not award us new logo sign contracts or renew our existing contracts. In addition, after a new state-awarded logo contract is received, we generally incur significant start-up costs. If we do not continue to have access to the capital necessary to finance those costs we would not be able to accept new contracts. WE ARE A WHOLLY OWNED SUBSIDIARY OF LAMAR ADVERTISING, WHICH IS CONTROLLED BY CERTAIN SIGNIFICANT STOCKHOLDERS WHO ARE ABLE TO CONTROL THE OUTCOME OF ALL MATTERS SUBMITTED TO ITS STOCKHOLDERS FOR APPROVAL AND WHOSE INTEREST IN LAMAR ADVERTISING AND US MAY BE DIFFERENT THAN YOURS. Certain members of the Reilly family, including Kevin P. Reilly, Jr., our president and chief executive officer, as of June 30, 2003, own in the aggregate approximately 16% of Lamar Advertising's common stock, assuming the conversion of all Class B common stock to Class A common stock. This represents 66% of Lamar Advertising's outstanding voting stock. By virtue of such stock ownership, such persons have the power to: - elect Lamar Advertising's and our entire board of directors; - control Lamar Advertising's and our management and policies; and - determine the outcome of any corporate transaction or other matters required to be submitted to Lamar Advertising's stockholders for approval, including the amendment of its certificate of incorporation, mergers, consolidation and the sale of all or substantially all of its or our assets. 13 As their interests in Lamar Advertising and us may be different from your interests, the foregoing stockholders may exercise their control over us through their control over Lamar Advertising in a manner detrimental to your interests. STATEMENTS REGARDING FORWARD-LOOKING INFORMATION This prospectus contains forward-looking statements. These are statements that relate to future periods and include statements regarding our anticipated performance. Generally, the words anticipates, believes, expects, intends, estimates, projects, plans and similar expressions identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements or industry results, to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. These risks, uncertainties and other important factors are described in this prospectus, including under "Risk factors" and include, among others: - the performance of the U.S. economy generally and the level of expenditures on advertising, including, in particular, outdoor advertising; - our ability to renew expiring and negotiate new contracts at favorable rates; - our ability to fully utilize our outdoor advertising capacity; - the integration of businesses that we acquire and our ability to recognize cost savings or operating efficiencies as a result of these acquisitions; - risks and uncertainties relating to our significant indebtedness; - our need for and ability to obtain additional funding for acquisitions or operations; and - the regulation of the outdoor advertising industry by federal, state and local governments and the impact thereon by environmental or other lobbying groups. Although we believe that the statements contained in this prospectus are based upon reasonable assumptions, we can give no assurance that our goals will be achieved. Given these uncertainties, prospective investors are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are made as of the date of this prospectus. We assume no obligation to update or revise them or provide reasons why actual results may differ. USE OF PROCEEDS This exchange offer is intended to satisfy some of our obligations under the registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes in this exchange offer. In exchange for issuing the exchange notes as described in this prospectus, we will receive an equal principal amount of original notes, which will be canceled. The net proceeds from the issuance and sale of the original notes were used to redeem $100.0 million in principal amount of our outstanding 8 5/8% Senior Subordinated Notes due 2007 plus accrued interest thereon to the date of redemption and the applicable redemption premium. The remaining net proceeds were used to pay a portion of outstanding indebtedness under our revolving bank credit facility. 14 CAPITALIZATION The following table sets forth our cash and cash equivalents and our capitalization at March 31, 2003 on an actual basis and on an as adjusted basis after giving effect to the application of the net proceeds from the issuance of the original notes to redeem $100.0 million in principal amount of our outstanding 8 5/8% Senior Subordinated Notes due 2007 on June 28, 2003. You should read this table in conjunction with the information under the headings "Use of proceeds," "Selected historical consolidated financial data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited consolidated financial statements and the related notes, each included elsewhere in this prospectus.
AS OF MARCH 31, 2003 ------------------------ ACTUAL AS ADJUSTED ---------- ----------- (DOLLARS IN THOUSANDS) Cash and cash equivalents................................... $ 7,870 $ 31,263 Current maturities of long-term debt(1)..................... 5,663 6,072 Long-term debt, less current maturities: Bank Credit Facility(2)..................................... 975,000 975,000 8 5/8% Senior Subordinated Notes due 2007(3).............. 199,403 99,701 7 1/4% Senior Subordinated Notes due 2013................. 260,000 389,237 8% Subordinated Notes due 2006............................ 4,833 4,833 Other long-term debt...................................... 5,764 5,764 ---------- ---------- Total long-term debt, less current maturities.......... 1,445,000 1,474,535 Stockholder's equity: Common stock, $0.01 par value, authorized 3,000 shares; 100 shares issued and outstanding...................... -- -- Additional paid-in capital................................ 2,299,901 2,299,901 Accumulated deficit(4).................................... (330,634) (334,193) ---------- ---------- Total stockholder's equity.................................. 1,969,267 1,965,708 ---------- ---------- Total capitalization........................................ $3,419,930 $3,446,315 ========== ==========
- --------------- (1) Includes $1.2 million of outstanding 11% Senior Notes due 2003. (2) Lamar Media has $975.0 million outstanding under its term facility and $219.6 million available for borrowings under its revolving facility as of March 31, 2003. (3) On June 28, 2003, we redeemed $100.0 million in principal amount of our 8 5/8% Senior Subordinated Notes due 2007 with the net proceeds of the offering of the original notes at an aggregate redemption price of $106.8 million. (4) As adjusted accumulated deficit reflects a charge to earnings of $3.6 million in connection with the redemption premium paid and write off of debt issuance costs for the redemption of $100.0 million in aggregate principal amount of Lamar Media's 8 5/8% Senior Subordinated Notes due 2007. 15 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA In the following table, we provide you with our selected consolidated historical information and other operating data for the three months ended March 31, 2003 and 2002, and the five years ended December 31, 2002, 2001, 2000, 1999 and 1998. We have prepared this information from audited financial statements for the years ended December 31, 2002 through December 31, 1998 and from unaudited financial statements for the three months ended March 31, 2003 and March 31, 2002. In our opinion, the information for the three months ended March 31, 2003 and March 31, 2002 reflects all adjustments, consisting only of normal recurring adjustments, necessary to fairly present the results of operations and financial condition. Results from interim periods should not be considered indicative of results for any other periods or for the year. This information is only a summary. You should read it in conjunction with our historical financial statements and related notes included in this prospectus, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations."
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, ------------------- ------------------------------------------------------ 2003 2002 2002 2001 2000 1999 1998 -------- -------- -------- --------- --------- -------- -------- (DOLLARS IN THOUSANDS) STATEMENT OF OPERATIONS DATA: Net revenues......................... $184,221 $176,538 $775,682 $ 729,050 $ 687,319 $444,135 $288,588 Operating expenses: Direct advertising expenses........ 71,557 67,227 274,772 251,483 217,465 143,090 92,849 General and administrative expenses......................... 42,820 41,134 166,895 150,786 137,292 94,264 60,935 Depreciation and amortization...... 66,682 66,288 274,644 351,754 315,465 176,233 88,791 Gain on disposition of assets...... (30) (89) (336) (923) (986) (5,481) (1,152) -------- -------- -------- --------- --------- -------- -------- Total operating expenses......... 181,029 174,560 715,975 753,100 669,236 408,106 241,423 -------- -------- -------- --------- --------- -------- -------- Operating income (loss).............. 3,192 1,978 59,707 (24,050) 18,083 36,029 47,165 -------- -------- -------- --------- --------- -------- -------- Interest expense, net................ 19,868 22,782 91,249 112,386 145,892 88,198 59,246 Loss on early extinguishment of debt............................... 11,173 -- 5,850 -- -- 299 -- Loss before income taxes, and cumulative effect of change in accounting principle............... (27,849) (20,804) (37,392) (136,436) (127,809) (52,468) (12,081) Income tax benefit................... (10,083) (7,473) (12,434) (38,870) (35,879) (9,349) (191) Net loss............................. (29,445) (13,331) (24,958) (97,566) (91,930) (43,886) (11,890) OTHER DATA: Ratio of earnings to fixed charges(1)......................... 0.13x 0.39x 0.73x 0.12x 0.30x 0.53x 0.84x Cash flows provided by operating activities......................... $ 21,310 $ 23,216 $249,819 $ 198,702 $ 177,962 $100,436 $ 72,498 Cash flows used in investing activities......................... 22,902 51,262 154,954 378,538 431,435 948,516 535,217 Cash flows (used in) provided by financing activities............... (6,148) 42,282 (92,140) 120,381 317,412 727,884 584,070
AS OF MARCH 31 AS OF DECEMBER 31, ----------------------- -------------------------------------------------------------- 2003 2002 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS) BALANCE SHEET DATA (AS OF END OF PERIOD): Cash and cash equivalents.... $ 7,870 $ 27,121 $ 15,610 $ 12,885 $ 72,340 $ 8,401 $ 128,597 Working capital.............. 122,708 71,249 115,713 46,150 84,667 57,030 96,205 Total assets................. 3,613,644 3,727,113 3,874,909 3,655,109 3,626,786 3,197,354 1,415,361 Long-term debt (including current maturities)........ 1,450,663 1,569,798 1,706,933 1,524,085 1,738,280 1,615,781 876,532 Total long-term liabilities................ 1,598,120 1,631,861 1,584,536 1,598,436 1,826,528 1,733,399 859,744 Stockholder's equity......... 1,969,267 1,972,579 1,980,712 1,946,086 1,676,756 1,382,871 466,779
16 - --------------- (1) The ratio of earnings to fixed charges is defined as earnings divided by fixed charges. For purposes of this ratio, earnings is defined as net earnings (loss) before income taxes and cumulative effect of a change in accounting principle and fixed charges. Fixed charges is defined as the sum of interest expense, preferred stock dividends and the component of rental expense that we believe to be representative of the interest factor for those amounts. For the three months ended March 31, 2003 and March 31, 2002, and the years ended December 31, 2002, 2001, 2000, 1999 and 1998, earnings were insufficient to cover fixed charges by $27.8 million, $20.8 million, $37.4 million, $136.4 million, $127.8 million, $52.5 million and $12.1 million, respectively. 17 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following management's discussion and analysis of financial condition and results of operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of the factors described in the section entitled "Risk Factors" and elsewhere in this prospectus. OVERVIEW Our net revenues, which represent gross revenues less commissions paid to advertising agencies that contract for the use of advertising displays on behalf of advertisers, are derived primarily from the sale of advertising on outdoor advertising displays that we own and operate. Since December 31, 2000, we have increased the number of outdoor advertising displays we operate by approximately 12% by completing over 190 strategic acquisitions of outdoor advertising and transit assets for an aggregate purchase price of approximately $491.0 million, which included the issuance of 2,719,007 shares of Lamar Advertising Company Class A common stock valued at the time of issuance at approximately $103.1 million. We have financed our recent acquisitions and intend to finance future acquisition activity from available cash, borrowings under our bank credit agreement and the issuance of Lamar Advertising Company Class A common stock. See "Liquidity and Capital Resources" below. As a result of acquisitions, our operating performance as a whole and the performance of our individual markets are not necessarily comparable on a year-to-year basis. We also provide acquisition-adjusted net revenue for the quarters ended March 31, 2003 and 2002 that include adjustments to the 2002 results for acquisitions for the same time frame as actually owned in 2003. Our management believes that this additional information is useful in evaluating our performance and provides investors and financial analysts with a better understanding of our core operating results. In addition, it may be useful to investors when assessing our period to period results. Our presentation of these measures, however, may not be comparable to similarly titled measures used by other companies and they should not be used as alternatives to net revenue or other GAAP measures as indicators of our performance. We have provided a reconciliation of acquisition-adjusted net revenue to reported net revenue below. We rely on sales of advertising space for our revenues, and our operating results are therefore affected by general economic conditions, as well as trends in the advertising industry. The growth of our business requires expenditures for maintenance and capitalized costs associated with new billboard displays, logo sign and transit contracts, and the purchase of real estate and operating equipment. Capitalized expenditures were $17.8 million for the three months ended March 31, 2003, $14.1 million for the three months ended March 31, 2002, $78.4 million for the year ended 2002, $85.3 million for the year ended 2001 and $78.3 million for the year ended 2000. The following table presents a breakdown of capitalized expenditures for the three months ended March 31, 2003 and 2002, and the years ended 2002, 2001 and 2000.
THREE MONTHS ENDED MARCH 31, ------------------- 2003 2002 2002 2001 2000 -------- -------- ------- ------- ------- (IN THOUSANDS) Billboard............................ $10,100 $ 7,461 $47,424 $53,486 $46,412 Logos................................ 2,518 1,402 6,605 8,222 10,595 Transit.............................. 710 1,590 3,949 6,447 5,225 Land and buildings................... 2,889 2,419 13,761 10,115 9,824 PP&E................................. 1,591 1,249 6,651 7,050 6,248 ------- ------- ------- ------- ------- Total capital expenditures...... $17,808 $14,121 $78,390 $85,320 $78,304 ======= ======= ======= ======= =======
18 CRITICAL ACCOUNTING POLICIES We believe the following critical accounting policies effect our significant judgments and estimates used in the preparation of our consolidated financial statements: Revenue Recognition. As discussed in Note 1 of the Notes to the Financial Statements, we recognize revenues as advertising services are provided. Advertising revenue is recorded net of agency commissions. Intangible Assets. We have significant intangible assets recorded on our balance sheet. As of March 31, 2003, intangible assets primarily represent goodwill of $1,180 million, site locations of $758 million and customer relationships of $166 million associated with our acquisitions. The fair values of intangible assets recorded are determined using discounted cash flow models that require us to make assumptions related to the future operating results of each acquisition and the anticipated future economic environment. If actual results differ from our assumptions, an impairment of these intangibles may exist and a charge to income would be made in the period such impairment is determined. Accounting Estimates. We are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent liabilities. We base our estimates on historical experience, reasonable assumptions and where applicable, established valuation techniques. Specifically, we have made critical estimates in the following areas: - Allowance for Doubtful Accounts. We maintain allowances for doubtful accounts based on the payment patterns of our customers. We analyze historical results, the economic environment, changes in the credit worthiness of our customers, and other relevant factors in determining the adequacy of our allowance. Bad debt expense was $9 million, $8 million and $6 million or approximately 1% of net revenue for the years ended December 31, 2002, 2001 and 2000, respectively. If the future economic environment continues to decline, the inability of customers to pay may occur and the allowance for doubtful accounts may need to be increased, which will result in additional bad debt expense in future years. - Long-Lived Asset Recovery. Long-lived assets, consisting primarily of property, plant and equipment and intangibles comprise a significant portion of our total assets. At December 31, 2002, property, plant and equipment of $1,284 million and intangible assets of $976 million were reviewed for impairment. Recoverability of assets is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by that asset before interest expense. These undiscounted cash flow projections are based on our assumptions surrounding future operating results and anticipated future economic environment. If actual results differ from our assumptions, an impairment of these intangible assets may exist and a charge to income would be made in the period such impairment is determined. - Goodwill Impairment. We had goodwill of $1,180 million as of March 31, 2003 and must perform an annual impairment analysis of goodwill or more frequently if events and circumstances indicate that the asset might be impaired. This analysis requires us to make assumptions as to the implied fair value of goodwill as compared to its carrying value. In conducting the impairment analysis, we determine implied fair value of goodwill utilizing quoted market prices of our parent Lamar Advertising Company's Class A common stock, as well as discounted cash flow models before interest expense. These discounted cash flow models require us to make assumptions related to our future operating results and the anticipated future economic environment. Based upon our review, no impairment charge was required upon the adoption of Statement of Financial Accounting Standard (SFAS) No. 142, "Goodwill and Other Intangible Assets," in January 2002 or at our annual test for impairment on December 31, 2002. 19 - Deferred Taxes. As of March 31, 2003, we have made the determination that our deferred tax assets of $148.4 million, the primary component of which is our net operating loss carryforward, are fully realizable due to the existence of certain deferred tax liabilities of approximately $254.5 million that are anticipated to reverse during the carryforward period. Accordingly, we have not recorded a valuation allowance to reduce our deferred tax assets. Should we determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. For a more detailed description, see Note 6 of the Notes to Consolidated Financial Statements for the period ended December 31, 2002. RESULTS OF OPERATIONS The following table presents certain items in the Consolidated Statements of Operations as a percentage of net revenues for the three months ended March 31, 2003 and 2002 and the years ended December 31, 2002, 2001 and 2000:
THREE MONTHS ENDED MARCH 31, YEAR ENDED DECEMBER 31, ------------- ------------------------ 2003 2002 2002 2001 2000 ----- ----- ------ ------ ------ Net revenues................................... 100.0% 100.0% 100.0% 100.0% 100.0% Operating expenses: Direct advertising expenses.................. 38.8 38.1 35.4 34.5 31.6 General and administrative expenses.......... 23.2 23.3 21.5 20.7 20.0 Depreciation and amortization.................. 36.2 37.5 35.4 48.2 45.9 Operating income (loss)........................ 1.7 1.1 7.7 (3.3) 2.6 Interest expense............................... 10.8 13.0 11.9 15.5 21.5 Net loss....................................... (16.0) (7.6) (3.2) (13.4) (13.4)
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002 Net revenues increased $7.7 million or 4.4% to $184.2 million for the three months ended March 31, 2003 from $176.5 million for the same period in 2002. This increase was attributable primarily to (i) an increase in billboard net revenues of $6.3 million or 3.8%, (ii) a $0.6 million increase in logo sign revenue, which represents an increase of 7.0% over the prior year, and (iii) a $0.7 million increase in transit revenue, which represents a 53% increase over the prior year. The increase in billboard net revenues of $6.3 million was due to both acquisition activity and internal growth while the increase in logo sign revenue of $0.6 million and transit revenue growth of $0.7 million was generated by internal growth across various markets within the logo sign and transit programs. Net revenues for the three months ended March 31, 2003 as compared to acquisition-adjusted net revenue(1) for the three months ended March 31, 2002, which includes adjustments for acquisitions for the same time frame as actually owned in 2003, increased $5.3 million or 2.9% as a result of net revenue internal growth. - --------------- (1) Reconciliation of Reported Net Revenue to Acquisition-Adjusted Net Revenue:
THREE MONTHS ENDED MARCH 31, ----------------------- 2003 2002 ---------- ---------- (DOLLARS IN THOUSANDS) Reported net revenue........................................ $184,221 $176,538 Acquisition net revenue..................................... -- 2,409 -------- -------- Acquisition-adjusted net revenue............................ $184,221 $178,947 ======== ========
20 Operating expenses, exclusive of depreciation and amortization and gain on sale of assets, increased $6.0 million or 5.5% to $114.4 million for the three months ended March 31, 2003 from $108.4 million for the same period in 2002. There was a $5.8 million increase as a result of additional operating expenses related to the operations of acquired outdoor advertising assets and increases in personnel, sign site rent, insurance costs and property taxes. The remaining $0.2 million increase in expenses is a result of increases in corporate overhead expenses. Depreciation and amortization expense increased $0.4 million or 0.6% from $66.3 million for the three months ended March 31, 2002 to $66.7 million for the three months ended March 31, 2003. Due to the above factors, operating income increased $1.2 million to $3.2 million for three months ended March 31, 2003 compared to $2.0 million for the same period in 2002. In January 2003, we redeemed all of our outstanding 9 5/8% Senior Subordinated Notes due 2006 in aggregate principle amount of approximately $255 million for a redemption price equal to 103.208% of the principle amount of the Notes. In the first quarter of 2003, we recorded approximately $11.2 million as a loss on extinguishment of debt related to the prepayment of the 9 5/8% Senior Subordinated Notes due 2006. Interest expense decreased $3.0 million from $23.0 million for the three months ended March 31, 2002 to $20.0 million for the three months ended March 31, 2003 as a result of lower interest rates both on existing and recently refinanced debt. The increase in operating income, the decrease in interest expense offset by the loss on extinguishment of debt described above resulted in a $7.0 million increase in loss before income taxes and cumulative effect of change in accounting principle. The increase in this loss, resulted in an increase in the income tax benefit of $2.6 million for the three months ended March 31, 2003 over the same period in 2002. The effective tax rate for the three months ended March 31, 2003 is 36.2%. Due to the adoption of SFAS 143, we recorded a cumulative effect of a change in accounting principle, net of tax of $11.7 million. As a result of the above factors, we recognized a net loss for the three months ended March 31, 2003 of $29.4 million, as compared to a net loss of $13.3 million for the same period in 2002. YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001 Net revenues increased $46.6 million or 6.4% to $775.7 million for the year ended December 31, 2002 from $729.1 million for the same period in 2001. This increase was attributable primarily to (i) an increase in billboard net revenues of $38.3 million or 5.5%, (ii) a $2.6 million increase in logo sign revenue, which represents an increase of 7.3% over the prior year, and (iii) a $3.8 million increase in transit revenue, which represents an 81.7% increase over the prior year. The increase in billboard net revenues of $38.3 million was significantly due to acquisition activity. During the two year period ending December 31, 2002, we acquired approximately $461.6 million of outdoor advertising assets within markets we previously operated. The aggregate net revenues of these acquired assets for the twelve-month period prior to acquisition was approximately $65 million. The acquisitions were completed at various intervals during 2001 and 2002 and the actual net revenues were included in our performance at that time. Because of adverse economic conditions that existed in 2002, our billboard net revenue growth came from acquisitions as described above. The increase in logo sign revenue of $2.6 million was significantly due to price increases that we negotiated with the state of Virginia, which generated an increase in net revenue of $1.3 million as compared to the same period in 2001. The remaining increase of $1.3 million was generated by internal growth across various markets within the logo sign program. The increase in transit revenue of $3.8 million was generated by internal growth resulting from changes in management and sales processes within the transit program. 21 Operating expenses, exclusive of depreciation and amortization and gain on sale of assets, increased $39.4 million or 9.8% to $441.7 million for the year ended December 31, 2002 from $402.3 million for the same period in 2001. There was a $36.2 million increase as a result of additional operating expenses related to the operations of acquired outdoor advertising assets and increases in personnel, sign site rent, insurance costs and property taxes. The remaining $3.2 million increase in expenses is a result of increases in logo sign, transit and corporate overhead expenses. Depreciation and amortization expense decreased $77.2 million or 21.9% from $351.8 million for the year ended December 31, 2001 to $274.6 million for the year ended December 31, 2002 as a result of our adoption of SFAS No. 142, "Goodwill and Other Intangible Assets," which eliminated the amortization expense for goodwill. Due to the above factors, operating income increased $83.8 million to $59.7 million for year ended December 31, 2002 compared to an operating loss of $24.1 million for the same period in 2001. On October 25, 2002, we redeemed all of our outstanding 9 1/4% Senior Subordinated Notes due 2007 in aggregate principal amount of approximately $74.1 million for a redemption price equal to 104.625% of the principal amount thereof plus accrued interest to the redemption date of approximately $1.3 million. In the fourth quarter of 2002, we recorded approximately $5.9 million as an expense related to the prepayment of the 9 1/4% Senior Subordinated Notes due 2007. Interest expense decreased $20.8 million from $113.0 million for the year ended December 31, 2001 to $92.2 million for the year ended December 31, 2002 as a result of lower interest rates for the year ended December 31, 2002 as compared to the same period in 2001. The increase in operating income and the decrease in interest expense described above resulted in a $99.0 million decrease in loss before income taxes. The decrease in loss before income taxes, resulted in a decrease in the income tax benefit of $26.4 million for the year ended December 31, 2002 over the same period in 2001. The effective tax rate for the year ended December 31, 2002 is 33.3%. As a result of the above factors, we recognized a net loss for the year ended December 31, 2002 of $25.0 million, as compared to a net loss of $97.6 million for the same period in 2001. YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000 Net revenues increased $41.8 million or 6.1% to $729.1 million for the year ended December 31, 2001 from $687.3 million for the same period in 2000. This increase was predominantly attributable to (i) an increase in billboard net revenues of $43.4 million or 6.7%, which was generated by acquisitions during 2001 and 2000, and (ii) a $2.7 million increase in logo sign revenue, which represents a 8.2% increase over the prior year, and (iii) offset by at $2.6 million decrease in transit revenue. The increase in billboard net revenues of $43.4 million was due to acquisition activity. During the two year period ending December 31, 2001, we acquired approximately $868.7 million of outdoor advertising assets within markets that we previously operated. The aggregate net revenues of these assets for the twelve-month period prior to acquisition was approximately $117 million. The acquisitions were completed at various intervals during 2000 and 2001 and the actual net revenues were included in our performance at that time. Because of adverse economic conditions that existed in 2001, our billboard net revenue growth came from acquisitions as described above. The increase in logo sign revenue of $2.7 million was due to both price increases that we negotiated with the state of Texas, which generated an increase in net revenue of $0.7 million as compared to the same period in 2000, and additional logo interchanges awarded in the state of Michigan, which generated an increase in net revenue of $0.5 million as compared to the same period in 2000. The remaining increase of $1.5 million was generated by internal growth across various markets within the logo sign program. The decrease in transit revenue of $2.6 million was primarily caused by a decrease in net revenue of $2.2 million in our Denver, Colorado market, as a result of a management problem and other sales 22 processes issues, which were subsequently addressed by allocating additional management resources to this market and renegotiating certain contractual obligations to reduce required fixed payments. Operating expenses, exclusive of depreciation and amortization and gain on disposition of assets, increased $47.5 million or 13.4% to $402.3 million for the year ended December 31, 2001 from $354.8 million for the same period in 2000. This increase is primarily due to additional operating expenses associated with acquisitions made in 2001 and 2000 and increases in personnel, sign site rent, materials and overhead. Depreciation and amortization expense increased $36.3 million or 11.5% from $315.5 million for the year ended December 31, 2000 to $351.8 million for the year ended December 31, 2001 as a result of an increase in capital assets resulting from our recent acquisition activity. Due to the above factors, operating income decreased $42.2 million or 233.1% from $18.1 million for the year ended December 31, 2000 to a $24.1 million operating loss for the year ended December 31, 2001. Interest expense decreased $34.6 million from $147.6 million for the year ended December 31, 2000 to $113.0 million for the year ended December 31, 2001 as a result of declining interest rates for the year ended December 31, 2001 over the same period in 2000. The decrease in operating income offset by the decrease in interest expense described above resulted in a $8.6 million increase in loss before income taxes. The increase in loss before income taxes, resulted in an increase in the income tax benefit of $3.0 million for the year ended December 31, 2001 over the same period in 2000. The effective tax rate for the year ended December 31, 2001 is 28.5%, which is less than the statutory rates due to permanent difference resulting from non-deductible amortization of goodwill. As a result of the foregoing factors, we recognized a net loss for the year ended December 31, 2001 of $97.6 million, as compared to a net loss of $91.9 million for the same period in 2000. LIQUIDITY AND CAPITAL RESOURCES We have historically satisfied our working capital requirements with cash from operations and borrowings under our bank credit facility. Our acquisitions have been financed primarily with funds borrowed under our bank credit facility and issuance of Lamar Advertising's Class A common stock and debt securities. If we make an acquisition using Class A common stock, a permanent contribution of additional paid-in-capital of Lamar Advertising Company Class A common stock is distributed to us. We have no formal agreements regarding contributions from and distributions to Lamar Advertising. We maintain all corporate cash balances and, therefore, any cash requirements of Lamar Advertising must be funded by distributions from us. OPERATING ACTIVITIES Our net cash provided by operating activities increased to $249.8 million in fiscal 2002 due primarily to a decrease in net loss of $72.6 million offset by a decrease in noncash items of $41.7 million, which primarily includes a decrease in depreciation and amortization of $77.2 million offset by a decrease in deferred income tax benefit of $31.3 million, the loss on early extinguishment of debt of $2.4 million and an increase in the provision for doubtful accounts of $1.2 million as a result of an increase in bad debt expense of the same amount. In addition as compared to 2001, there was a decrease in receivables of $3.3 million, an increase in accrued expenses of $16.6 million and an increase in deferred income of $2.3 million. Our net cash provided by operating activities increased to $21.3 million for the three months ended March 31, 2003 due primarily to an increase in net loss of $16.1 million offset by an increase in adjustments to reconcile net loss to net cash provided by operating activities of $14.9 million, which primarily includes an increase in depreciation and amortization of $0.4 million offset by an increase in 23 deferred income tax benefit of $8.0 million, the loss on early extinguishment of debt of $11.2 million and the cumulative effect of a change in accounting principle of $11.7 million. In addition, as compared to the same period in 2002, there was a decrease in other assets of $6.1 million, a decrease in trade accounts payable of $1.3 million, a decrease in accrued expenses of $4.1 million and a decrease in deferred income of $1.0 million. INVESTING AND FINANCING ACTIVITIES Net cash used in investing activities decreased $223.5 million from $378.5 million in 2001 to $155.0 million in 2002 primarily due to the decrease in our merger and acquisition activity in 2002 of $219.8 million. There was also a $6.9 million decrease in capital expenditures and a decrease in proceeds from the sale of property and equipment of $1.5 million. Net cash used in financing activities increased to $92.1 million in fiscal 2002 due to a $73.6 million increase in principal payments of long-term debt due primarily to the redemption of our 9 1/4% Senior Subordinated Notes. In addition, there was a $48.0 million decrease in contributions from our parent Lamar Advertising Company and an $80 million decrease in borrowings from credit agreements. Net cash used in investing activities decreased $28.4 million from $51.3 million for the three months ended March 31, 2002 to $22.9 million for the three months ended March 31, 2003 primarily due to the decrease in merger and acquisition activity by the Company in 2003 of $31.8 million, offset by a $3.7 million increase in capital expenditures. Net cash used in financing activities increased to $6.1 million for the three months ended March 31, 2003 due to a $247.8 million increase in principle payments of long-term debt due primarily to the redemption of our 9 5/8% Senior Subordinated Notes due 2006, offset by cash from deposits for debt extinguishment of $266.7 million. In addition, there was a $7.3 million increase in debt issuance costs and a $60 million decrease in borrowings from credit agreements. During the year ended December 31, 2002, we financed our acquisition activity of approximately $134.4 million with approximately $60 million in borrowings under our then-existing bank credit agreement and the issuance 1,405,464 shares of Lamar Advertising's Class A common stock. During 2002, we paid off our outstanding revolver balance and made scheduled principal payments of approximately $63 million under our then-existing bank credit agreement. As of December 31, 2002, we had $309.6 million available under the then-existing revolving bank credit facility. During the three months ended March 31, 2003, we financed our acquisition activity of approximately $24.6 million with cash on hand of approximately $6.6 million and the issuance of 588,543 shares of Lamar Advertising's Class A common stock. As of March 31, 2003, we had $219.6 million available under our revolving credit facility. We replaced our then-existing bank credit facility with a new bank credit facility on March 7, 2003. The new bank credit facility is comprised of a $225 million revolving bank credit facility and a $975 million term facility. Our new bank credit facility also includes a $500 million incremental facility, which permits us to request that our lenders enter into commitments to make additional term loans to us, up to a maximum aggregate amount of $500 million. Our lenders have no obligation to make additional term loans to us under the incremental facility, but may enter into such commitments in their sole discretion. 24 In the future we have principal reduction obligations and revolver commitment reductions under our bank credit agreement. In addition we have fixed commercial commitments. These commitments are detailed as follows:
PAYMENTS DUE BY PERIOD (IN MILLIONS) -------------------------------------------- BALANCE AT LESS MARCH 31, THAN AFTER CONTRACTUAL OBLIGATIONS 2003 1 YEAR 1 - 3 YEARS 4 - 5 YEARS 5 YEARS - ----------------------- ------------ ------ ----------- ----------- ------- Long-Term Debt..................... $1,450.7 5.7 75.9 353.9 1,015.2 Billboard site and building leases........................... $ 795.0 107.0 172.0 131.4 384.6 -------- ----- ----- ----- ------- Total Payments due................. $2,245.7 112.7 247.9 485.3 1,399.8 ======== ===== ===== ===== =======
AMOUNT OF COMMITMENT EXPIRATION PER PERIOD TOTAL AMOUNT -------------------------------------------- COMMITTED LESS AT MARCH 31, THAN AFTER OTHER COMMERCIAL COMMITMENTS 2003 1 YEAR 1 - 3 YEARS 4 - 5 YEARS 5 YEARS - ---------------------------- ------------ ------ ----------- ----------- ------- Revolving Bank Facility(1)......... $225.0 -- -- -- 225.0 ====== === ==== === ===== Standby Letters of Credit.......... $ 5.4 1.1 4.3 -- -- ====== === ==== === =====
- --------------- (1) We had no balance outstanding at March 31, 2003. In January 2003, we redeemed all of our outstanding 9 5/8% Senior Subordinated Notes due 2006 in aggregate principle amount of approximately $255.0 million for a redemption price equal to 103.208% of the principle amount of the Notes plus accrued interest. As a result of this redemption, we recorded a loss on extinguishment of debt in the first quarter of $11.2 million, which consisted of a prepayment penalty of $8.2 million and associated debt issuance costs of approximately $3.0 million. On June 28, 2003, we redeemed $100.0 in principal amount of our 8 5/8% Senior Subordinated Notes due 2007 for a redemption price equal to 104.313% of the principal amount plus accrued interest through June 27, 2003 of approximately $2.5 million for a total redemption price of approximately $106.8 million. We will record a loss on the extinguishment of debt of approximately $3.6 million in the second quarter of 2003. Currently we have outstanding approximately $100.0 million 8 5/8% Senior Subordinated Notes due 2007 and $385.0 million 7 1/4% Senior Subordinated Notes due 2013. The indentures relating to our outstanding notes restrict its ability to incur indebtedness other than: - up to $1.3 billion of indebtedness under our bank credit facility; - currently outstanding indebtedness or debt incurred to refinance outstanding debt; - inter-company debt between us and our subsidiaries or between subsidiaries; and - certain other debt incurred in the ordinary course of business (provided that all of the above ranks junior in right of payment to the notes that has a maturity or mandatory sinking fund payment prior to the maturity of the notes). We are required to comply with certain covenants and restrictions under our bank credit agreement. If we fail to comply with these tests, the payments set forth in the above table may be accelerated. At March 31, 2003 and currently we are in compliance with all such tests. We cannot exceed the following financial ratios under our bank credit facility: - a total debt ratio, defined as total consolidated debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 6.00 to 1 (through December 30, 2004) and 5.75 to 1 (after December 30, 2004); and 25 - a senior debt ratio, defined as total consolidated senior debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 4.00 to 1 (through December 30, 2004) and 3.75 to 1 (after December 30, 2004). In addition, our bank credit facility requires that we maintain the following financial ratios: - an interest coverage ratio, defined as EBITDA, as defined below, for the most recent four fiscal quarters to total consolidated accrued interest expense for that period, of at least 2.25 to 1; and - a fixed charges coverage ratio, defined as the ratio of EBITDA, as defined below, for the most recent four fiscal quarters to (1) the total payments of principle and interest on debt for such period (2) capital expenditures made during such period and (3) income and franchise tax payments made during such period, of at least 1.05 to 1. As defined under our bank credit facility, EBITDA is, for any period, operating income for us and our restricted subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) for such period (calculated before taxes, interest expense, depreciation, amortization and any other non-cash income or charges accrued for such period and (except to the extent received or paid in cash by us or any of our restricted subsidiaries) income or loss attributable to equity in affiliates for such period) excluding any extraordinary and unusual gains or losses during such period and excluding the proceeds of any casualty events whereby insurance or other proceeds are received and certain dispositions not in the ordinary course. Any dividend payment made by us or any of our restricted subsidiaries to Lamar Advertising Company during any period to enable Lamar Advertising Company to pay certain qualified expenses on our behalf or on behalf of our subsidiaries, shall be treated as our operating expenses for the purposes of calculating EBITDA for such period. EBITDA under our bank credit agreement is also adjusted to reflect certain acquisitions or dispositions as if such acquisitions or dispositions were made on the first day of such period. We believe that our current level of cash on hand, availability under our bank credit agreement and future cash flows from operations are sufficient to meet its operating needs through the year 2003. All debt obligations are reflected on our balance sheet. NEW ACCOUNTING PRONOUNCEMENTS In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities", ("Statement 146") which addresses financial accounting and reporting for costs associated with exit or disposal activities. It nullifies EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)." The principle difference between Statement 146 and Issue 94-3 relates to the recognition of a liability for a cost associated with an exit or disposal activity. Statement 146 requires that a liability be recognized for those costs only when the liability is incurred, that is, when it meets the definition of a liability in the FASB's conceptual framework. In contrast, under Issue 94-3, a company recognized a liability for an exit cost when it committed to an exit plan. Statement 146 also establishes fair value as the objective for initial measurement of liabilities related to exit or disposal activities. The Statement is effective for exit or disposal activities that are initiated after December 31, 2002 and did not have an impact on our consolidated financial statements. We adopted the provisions related to Statement No. 146 as of January 1, 2003. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34". This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to 26 guarantees issued or modified after December 31, 2002 and did not have a material effect on our consolidated financial statements. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51." This interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interests in variable interest entities created after January 31, 2003, and to variable interests in variable interest entities obtained after January 31, 2003. The application of the Interpretation is not expected to have an effect on our consolidated financial statements as we have no variable interest entities. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003 if it is reasonably possible that we will consolidate or disclose information about variable interest entities. In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." We are required to adopt SFAS No. 149 for all contracts entered into or modified after June 30, 2003, except for certain hedging relationships designated after June 30, 2003 pursuant to the guidance in SFAS No. 149. We do not expect adoption to have an impact on our consolidated financial statements. In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." Statement 150 affects the issuer's accounting for three types of freestanding financial instruments. One type is mandatorily redeemable shares, which the issuing company is obligated to buy back in exchange for cash or other assets. A second type, which includes put options and forward purchase contracts, involves instruments that do or may require the issuer to buy back some of its shares in exchange for cash or other assets. The third type of instruments that are liabilities under this Statement is obligations that can be settled with shares, the monetary value of which is fixed, tied solely or predominantly to a variable such as a market index, or varies inversely with the value of the issuers' shares. Statement 150 does not apply to features embedded in a financial instrument that is not a derivative in its entirety. Most of the guidance in Statement 150 is effective for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. Because we do not have any such instruments outstanding, the adoption of SFAS 150 is not expected to materially impact our financial position, cash flows or results of operations. SEASONALITY Our revenues and operating results have exhibited some degree of seasonality in past periods. Typically, we experience our strongest financial performance in the summer and fall and our lowest in the first quarter of the calendar year. We expect this trend to continue in the future. Because a significant portion of our expenses is fixed, a reduction in revenues in any quarter is likely to result in a period to period decline in operating performance and net earnings. 27 BUSINESS GENERAL We are one of the largest outdoor advertising companies in the United States based on number of displays and have operated under the Lamar name since 1902. As of June 30, 2003, we owned and operated approximately 148,000 billboard advertising displays in 43 states, operated over 97,000 logo sign displays in 21 states and the province of Ontario, Canada, and operated approximately 13,000 transit advertising displays in 15 states. The three principal areas that make up our business are: - Billboard advertising. We offer our customers a fully integrated service, covering their billboard display requirements from ad copy production to placement and maintenance. Our billboard advertising displays are comprised of bulletins and posters. As a result of their greater impact and higher cost, bulletins are usually located on major highways. Posters are usually concentrated on major traffic arteries or on city streets to target pedestrian traffic. - Logo signs. We are the largest provider of logo sign services in the United States, operating 21 of the 26 privatized state logo sign contracts. Logo signs are erected near highway exits to direct motor traffic to service and tourist attractions, as well as to advertise gas, food, camping and lodging. - Transit advertising. We provide transit advertising in 40 transit markets. Transit displays appear on the exterior or interior of public transportation vehicles or stations, such as buses, trains, commuter rail, subways, platforms and terminals. Our business has grown rapidly through a combination of internal growth and acquisitions. Our growth has been enhanced by strategic acquisitions that resulted in increased operating efficiencies, greater geographic diversification and increased market penetration. Historically, we have focused on small to mid- sized markets where we have pursued acquisition opportunities in order to establish a leadership position. Since January 1, 1997, we have successfully completed over 490 acquisitions of outdoor advertising businesses and assets. Our acquisitions have expanded our operations in major markets. We currently have a presence in 24 of the top 50 outdoor advertising markets in the United States. Our large national footprint gives us the ability to offer cross-market advertising opportunities to both our local and national advertising customers. Lamar Media Corp. has been in operation since 1902. We completed a reorganization on July 20, 1999 to create a new holding company structure. At that time, Lamar Advertising Company was renamed Lamar Media Corp. and all its stockholders became stockholders in a new holding company. The new holding company then took the Lamar Advertising Company name and Lamar Media Corp. became a wholly owned subsidiary of Lamar Advertising Company. OUR STRATEGY Our objective is to be a leading provider of outdoor advertising services in the markets we serve. Our strategy to achieve this goal includes the following elements: Continue to provide high quality local sales and service. We seek to identify and closely monitor the needs of our customers and to provide them with a full complement of high quality advertising services at a lower cost than competitive media. Local advertising constituted approximately 85% of our net revenues for the quarter ended March 31, 2003, which we believe is higher than the industry average. We believe that the experience of our regional and local managers has contributed greatly to our success. For example, our regional managers have been with us for an average of 22 years. In an effort to provide high quality sales service at the local level, we employed 752 local account executives as of March 31, 2003. Local account executives are typically supported by additional local staff and have the ability to draw upon the resources of our central office, as well 28 as offices in our other markets, in the event that business opportunities or customers' needs support such an allocation of resources. Continue a centralized control and decentralized management structure. We believe that for our particular business, centralized control and a decentralized organization provides for greater economies of scale and is more responsive to local market demands. Therefore, we maintain centralized accounting and financial control over our local operations, but our local managers are responsible for the day-to-day operations in each local market and are compensated according to that market's financial performance. Continue to focus on internal growth. Within our existing markets, we seek to increase our revenue and improve our cash flow by employing highly targeted local marketing efforts to improve our display occupancy rates and by increasing advertising rates. This strategy is facilitated through our local offices, which allow us to respond quickly to the demands of our local customer base. In addition, we routinely invest in upgrading our existing displays and constructing new displays in order to provide high quality service to our current customers and to attract new advertisers. From January 1, 1997 to March 31, 2003, we have invested over $428 million in improvements to our existing displays and in constructing new displays. Continue to pursue strategic acquisitions. We intend to enhance our growth by pursuing strategic acquisitions, which we anticipate will result in increased operating efficiencies, greater geographic diversification and increased market penetration. In addition to acquiring outdoor advertising assets in new markets, we purchase complimentary outdoor advertising assets within our existing markets or in contiguous markets. We believe that acquisitions also offer us opportunities for inter-market cross-selling. Although the advertising industry is becoming more consolidated, we believe there will be continuing opportunities for implementing our acquisition strategy given the industry's continued fragmentation among smaller advertising companies. From January 1, 2002 to March 31, 2003, we completed 89 acquisitions of advertising businesses and assets for an aggregate purchase price of approximately $158 million. Continue to pursue other outdoor advertising opportunities. We plan to pursue additional logo sign contract awards. We also plan to continue pursuing transit advertising opportunities that arise in our primary markets. OUR OPERATIONS BILLBOARD ADVERTISING INVENTORY We operate the following types of billboard advertising displays: Bulletins generally are 14 feet high and 48 feet wide (672 square feet) and consist of panels on which advertising copy is displayed. The advertising copy is either hand painted onto the panels at our facilities in accordance with design specifications supplied by the advertiser and attached to the outdoor advertising structure, or printed with computer-generated graphics on a single sheet of vinyl that is wrapped around the structure. On occasion, to attract more attention, some of the panels may extend beyond the linear edges of the display face and may include three-dimensional embellishments. Because of their greater impact and higher cost, bulletins are usually located on major highways. Posters generally are 12 feet high by 25 feet wide (300 square feet) and are the most common type of billboard. Advertising copy for these posters consists of lithographed or silk-screened paper sheets supplied by the advertiser that are pasted and applied like wallpaper to the face of the display, or single sheets of vinyl with computer-generated advertising copy that are wrapped around the structure. Posters are usually concentrated on major traffic arteries or on city streets and target pedestrian traffic. 29 For the quarter ended March 31, 2003, approximately 73% of our billboard advertising net revenues were derived from bulletin sales and 27% from poster sales. The physical structures on which our advertising displays are located are owned by us and are built on locations that we either own or lease. In each of our local offices one employee typically performs site leasing activities for the markets served by that office. Bulletin space is generally sold as individually selected displays for the duration of the advertising contract. Bulletins may also be sold as part of a rotary plan where advertising copy is periodically rotated from one location to another within a particular market. Poster space is generally sold in packages called showings, which comprise a given number of displays in a market area. Posters are used by advertisers to access either a specified percentage of the general population or a specific targeted audience. Displays making up a showing are placed in well-traveled areas and are distributed so as to reach a wide audience in a particular market. Bulletin space is generally sold for 6 to 12 month periods. Poster space averages between 30 and 90 days. PRODUCTION In the majority of our markets our local production staff performs the full range of activities required to create and install billboard advertising displays. Production work includes creating the advertising copy design and layout, coordinating its printing and installing the designs on displays. We provide our production services to local advertisers and to advertisers that are not represented by advertising agencies, since national advertisers represented by advertising agencies often use pre-printed designs that require only installation. Our creative and production personnel typically develop new designs or adopt copy from other media for use on billboards. Our artists also often assist in the development of marketing presentations, demonstrations and strategies to attract new customers. With the increased use of vinyl and pre-printed advertising copy furnished to the outdoor advertising company by the advertiser or its agency, outdoor advertising companies require less labor-intensive production work. In addition, increased use of vinyl and pre-printed copy is also attracting more customers to the outdoor advertising medium. We believe this trend over time will reduce operating expenses associated with production activities. CATEGORIES OF BUSINESS The following table sets forth the top ten categories of business from which we derived our billboard advertising revenues for the quarter ended March 31, 2003 and the respective percentages of such revenue. These categories accounted for approximately 75% of our net revenues in the quarter ended March 31, 2003. No one advertiser accounted for more than 1% of our net revenues in that period.
PERCENTAGE OF CATEGORIES NET REVENUES - ---------- ------------- Restaurants................................................. 12% Retailers................................................... 11% Automotive.................................................. 10% Hotels and Motels........................................... 9% Gaming...................................................... 6% Health Care................................................. 6% Service..................................................... 6% Amusement -- Entertainment/Sports........................... 5% Financial -- Banks/Credit Unions............................ 5% Real estate companies....................................... 5% ---------- Total............................................. 75% ---------- ----------
30 LOGO SIGNS We entered the business of logo sign advertising in 1988. We are the largest provider of logo sign services in the United States, operating 21 of the 26 privatized state logo sign contracts. We operate over 29,000 logo sign structures containing over 97,000 logo advertising displays in the United States and Canada. We have been awarded contracts to erect and operate logo signs in province of Ontario, Canada and in the following states: Colorado Kentucky Missouri(1) Ohio Delaware Maine Nebraska Oklahoma Florida Michigan Nevada South Carolina Georgia Minnesota New Jersey Texas Kansas Mississippi New Mexico Utah Virginia
- --------------- (1) Our logo sign contract in Missouri is operated by a 66 2/3% owned partnership. We also operate the tourism signing contracts for the states of Colorado, Kentucky, Michigan, Missouri, Nebraska, Nevada, New Jersey and Ohio, as well as for the province of Ontario, Canada. State logo sign contracts represent the contract right to erect and operate logo signs within a state. The term of the contracts vary, but generally range from five to ten years, with additional renewal terms. The logo sign contracts generally provide for termination by the state prior to the end of the term of the contract, in most cases with compensation to be paid to us. At the end of the term of the contract, ownership of the structures is transferred to the state. Depending on the contract in question, we may or may not be entitled to compensation at the end of the contract term. Of our logo sign contracts in place at June 30, 2003, four are due to terminate in 2003, one in July, one in September and two in December, and one is subject to renewal in September 2003. We also design and produce logo sign plates for our customers throughout the country as well as customers in states that have not yet privatized their logo sign programs. TRANSIT ADVERTISING We entered into the transit advertising business in 1993. We provide transit advertising on bus shelters, benches and buses in 41 transit markets. Our production staff provides a full range of creative and installation services to our transit advertising customers. COMPETITION BILLBOARD ADVERTISING We compete in each of our markets with other outdoor advertisers as well as other media, including broadcast and cable television, radio, print media and direct mail marketers. In addition, we also compete with a wide variety of out-of-home media, including advertising in shopping centers, malls, airports, stadiums, movie theaters and supermarkets, as well as on taxis, trains and buses. Advertisers compare relative costs of available media and cost-per-thousand impressions, particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, outdoor advertising relies on its relative cost efficiency and its ability to reach a broad segment of the population in a specific market or to target a particular geographic area or population with a particular set of demographic characteristics within that market. The outdoor advertising industry is fragmented, consisting of several large outdoor advertising and media companies with operations in multiple markets, as well as smaller and local companies operating a limited number of structures in single or a few local markets. In a number of our markets, we encounter direct competition from other major outdoor media companies, including Viacom, Inc. and Clear Channel Communications, Inc. both of which may have greater total resources than us. We believe that our strong 31 emphasis on sales and customer service and our position as a major provider of advertising services in each of our primary markets enables us to compete effectively with the other outdoor advertising companies, as well as other media, within those markets. However, certain of our large competitors, with other media assets such as radio and television, have the ability to cross-sell their different advertising products to their customers. LOGO SIGNS We face competition in obtaining new logo sign contracts and in bidding for renewals of expiring contracts. We face competition from three other national providers of logo signs in seeking state-awarded logo service contracts. In addition, local companies within each of the states that solicit bids will compete against us in the open-bid process. Competition from these sources is also encountered at the end of each contract period. In marketing logo signs to advertisers, we compete with the other forms of out-of-home advertising described above. REGULATION Outdoor advertising is subject to governmental regulation at the federal, state and local levels. Federal law, principally the Highway Beautification Act of 1965 (the "HBA"), regulates outdoor advertising on federally-aided primary and interstate highways. The HBA requires, as a condition to federal highway assistance, states to restrict billboards on such highways to commercial and industrial areas, and requires certain additional size, spacing and other limitations. All states have passed state billboard control statutes and regulations at least as restrictive as the federal requirements, including removal at the owner's expense and without compensation of any illegal signs on such highways. We believe that the number of our billboards that may be subject to removal as illegal is immaterial. No state in which we operate has banned billboards, but some have adopted standards more restrictive than the federal requirements. Municipal and county governments generally also have sign controls as part of their zoning laws. Some local governments prohibit construction of new billboards and some allow new construction only to replace existing structures, although most allow construction of billboards subject to restrictions on zones, size, spacing and height. Federal law does not require removal of existing lawful billboards, but does require payment of compensation if a state or political subdivision compels the removal of a lawful billboard along a federally-aided primary or interstate highway. State governments have purchased and removed legal billboards for beautification in the past, using federal funding for transportation enhancement programs, and may do so in the future. Governmental authorities from time to time use the power of eminent domain to remove billboards. Thus far, we have been able to obtain satisfactory compensation for any of our billboards purchased or removed as a result of governmental action, although there is no assurance that this will continue to be the case in the future. Local governments do not generally purchase billboards for beautification, but some have attempted to force removal of legal but nonconforming billboards (billboards which conformed with applicable zoning regulations when built but which do not conform to current zoning regulations) after a period of years under a concept called amortization, by which the governmental body asserts that just compensation is earned by continued operation over time. Although there is some question as to the legality of amortization under federal and many state laws, amortization has been upheld in some instances. We generally have been successful in negotiating settlements with municipalities for billboards required to be removed. Restrictive regulations also limit our ability to rebuild or replace nonconforming billboards. The outdoor advertising industry is heavily regulated and at various times and in various markets can be expected to be subject to varying degrees of regulatory pressure affecting the operation of advertising displays. Accordingly, although our experience to date is that the regulatory environment can be managed, no assurance can be given that existing or future laws or regulations will not materially and adversely affect us. 32 EMPLOYEES We employed approximately 3,000 persons at March 31, 2003. Of these, approximately 107 were engaged in overall management and general administration at our management headquarters and the remainder were employed in our operating offices. Of these, approximately 752 were direct sales and marketing personnel. We have 14 local offices covered by collective bargaining agreements, consisting of billposters and construction personnel. We believe that our relations with our employees, including our 124 unionized employees, are good, and we have never experienced a strike or work stoppage. PROPERTIES Our 53,500 square foot management headquarters is located in Baton Rouge, Louisiana. We occupy approximately 90% of the space in this facility and lease the remaining space. We own 160 local operating facilities with front office administration and sales office space connected to back-shop poster and bulletin production space. In addition, we lease an additional 124 operating facilities at an aggregate lease expense for 2002 of approximately $3.8 million. We own approximately 3,300 parcels of property beneath outdoor structures. As of December 31, 2002, we had approximately 75,700 active outdoor site leases accounting for a total lease expense of approximately $132.3 million. This amount represented 18% of net revenues for that period. Our leases are for varying terms ranging from month-to-month to in some cases a term of over ten years, and many provide us with renewal options. There is no significant concentration of displays under any one lease or subject to negotiation with any one landlord. We believe that an important part of our management activity is to manage our lease portfolio and negotiate suitable lease renewals and extensions. LEGAL PROCEEDINGS From time to time we are involved in litigation in the ordinary course of our business, including disputes involving advertising contracts, site leases, employment claims and construction matters. We are also involved in routine administrative and judicial proceedings regarding billboard permits, fees and compensation for condemnations. We are not a party to any lawsuit or proceeding that we feel is likely to have a material adverse effect on us. 33 MANAGEMENT The following table sets forth the name, position and, as of July 1, 2003, age of each of our directors and executive officers:
NAME AGE TITLE - ---- --- ----- Kevin P. Reilly, Jr. ..................... 48 President, Chief Executive Officer and Director Keith Istre............................... 50 Treasurer, Chief Financial Officer and Director Gerald H. Marchand........................ 72 Director Sean Reilly............................... 42 Director T. Everett Stewart, Jr. .................. 49 Director
Kevin P. Reilly, Jr. has served as our President and Chief Executive Officer since February 1989 and as a director since February 1984. Mr. Reilly is also the President and Chief Executive Officer of Lamar Advertising. Mr. Reilly served as President of Lamar Advertising's Outdoor division from 1984 to 1989. Mr. Reilly, our employee since 1978, has also served as Assistant and General Manager of our Baton Rouge Region and Vice President and General Manager of the Louisiana Region. Mr. Reilly received a B.A. from Harvard University in 1977. Keith A. Istre has been our Chief Financial Officer since February 1989 and a director since February 1991. Mr. Istre is also the Treasurer and Chief Financial Officer of Lamar Advertising. Mr. Istre joined us as Controller in 1978 and became Treasurer in 1985. Prior to joining us, Mr. Istre was employed by a public accounting firm in Baton Rouge from 1975 to 1978. Mr. Istre graduated from the University of Southwestern Louisiana in 1974 with a degree in Accounting. Gerald H. Marchand has supervised certain properties owned by TLC Properties, Inc., one of our subsidiaries, since December 2000, and has been one of our directors since 1978. Mr. Marchand was Regional Manager of the Gulf Coast Region from 1988 to 2000. He began his career with us in leasing and went on to become President of Lamar Advertising's Outdoor division. He has served as General Manager of the Lake Charles and Mobile operations. Mr. Marchand received a Masters in Education from Louisiana State University in 1955. Sean E. Reilly has been a director since 1999. He has been Chief Operating Officer of Lamar Advertising and President of its Outdoor division since November 2001. He began working with us as Vice President of Mergers and Acquisitions in 1987 and served in that capacity until 1994. He also served as a director from 1989 to 1996. Mr. Reilly was the Chief Executive Officer of Wireless One, Inc., a wireless cable television company, from 1994 to 1997 after which he rejoined us as President of TLC Properties, Inc., one of our subsidiaries. Mr. Reilly received a B.A. from Harvard University in 1984 and a J.D. from Harvard Law School in 1989. T. Everett Stewart, Jr. has been President of Interstate Logos, Inc. since 1988, and has been one of our directors since 1997. He served as Regional Manager of the Baton Rouge Region from 1984 to 1988. Previously, he served as a Sales Manager in Montgomery and General Manager of the Monroe and Alexandria operations. Before joining us in 1979, Mr. Stewart was employed by the Lieutenant Governor of the State of Alabama and by a United States Senator from the State of Alabama. Mr. Stewart received a B.S. in Finance from Auburn University in 1976. We are a wholly owned subsidiary of Lamar Advertising Company. In addition to the executive officers and members of the board listed above, the following are directors of our parent. Sean Reilly also serves as an executive officer of Lamar Advertising as its Chief Operating Officer. Anna Reilly Cullinan has been a director of Lamar Advertising since 1999. From 1992 until 2000, Mrs. Cullinan owned and operated Lula's Cafe, a restaurant, and served on the Board of Directors of several community-based organizations in South Bend, Indiana. Mrs. Cullinan currently is a director of St. Joseph Capital Bank in South Bend. Prior to living and raising her family in Indiana, Mrs. Cullinan worked for the Corporation for National Service and the Ashoka Foundation in Washington, D.C. 34 Mrs. Cullinan received her B.A. from Emory University in 1985, and a Master of Public Policy from Duke University in 1990. John Maxwell Hamilton has been a director of Lamar Advertising since 2000. Mr. Hamilton has served as Dean of the Manship School of Mass Communications of Louisiana State University since 1992. In addition, Mr. Hamilton worked on the staff of the World Bank, the United States House of Representatives Subcommittee on Economic Policy and Trade, and the United States Agency for International Development. Mr. Hamilton received a B.A. in Journalism from Marquette University in 1969, an M.S. in Journalism from Boston University in 1974 and a Ph.D. from George Washington University in 1983. Charles W. Lamar, III has been a director of Lamar Advertising since 1973. He joined Lamar Advertising in 1982 and served as General Counsel and Secretary through December 1998. Prior to joining Lamar Advertising, Mr. Lamar maintained his own law practice and was employed by a law firm in Baton Rouge. In January 1999, Mr. Lamar became Chairman and Chief Executive Officer of Woodlawn Land Company, a commercial real estate company. Mr. Lamar received a B.A. in Philosophy from Harvard University in 1971, a M.A. in Economics from Tufts University in 1972 and a J.D. from Boston University in 1975. Stephen P. Mumblow has been a director of Lamar Advertising since 1999. Mr. Mumblow is the President of Manhan Media Inc., an investment company in broadcasting and other media concerns. From 1998 to January 2002, Mr. Mumblow was the President and a Director of Communications Corporation of America, a television and radio broadcasting company. Mr. Mumblow was a Managing Director of Chase Securities, Inc., an investment banking firm, from March 1988 to August 1998, prior to which he was a Vice President of Michigan Energy Resources Company, an intrastate natural gas utility company and cable television and broadcasting concern, and Citibank, N.A., a commercial bank. Mr. Mumblow is a 1977 graduate of The Wharton School, University of Pennsylvania with a B.S. Degree in Economics. Thomas V. Reifenheiser has been a director of Lamar Advertising since 2000. Mr. Reifenheiser was a Managing Director and Group Executive for the Global Media and Telecom Group of Chase Securities Inc., an investment banking firm, from 1995 to 2000. He joined Chase in 1963 and was the Global Media and Telecom Group Executive since 1977. He is also a member of the Board of Directors of Mediacom Communications Corp. Mr. Reifenheiser received a B.B.A from Hofstra University and an M.B.A. from The Wharton School, University of Pennsylvania. Kevin P. Reilly, Jr. and Sean E. Reilly are brothers, Anna Reilly Cullinan is their sister and Charles W. Lamar, III is their cousin. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth certain compensation information for the Chief Executive Officer and our other executive officer whose salary and bonus for the year ended December 31, 2002 exceeded $100,000, which are herein referred to as the named executive officers. The information presented below 35 represents amounts paid to the named executive officers as compensation for their positions at Lamar Advertising. We do not pay any additional compensation for their positions with us.
LONG-TERM COMPENSATION AWARDS --------------------- ANNUAL COMPENSATION SHARES OF CLASS A --------------------------- COMMON STOCK ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) UNDERLYING OPTIONS(#) COMPENSATION($)(1) - --------------------------- ---- --------- -------- --------------------- ------------------ Kevin P. Reilly, Jr..... 2002 220,000 175,000 -- 89,217(2)(3) President and Chief 2001 220,000 150,000 97,500 74,602(3) Executive Officer 2000 220,000 300,000 -- 73,115(3) Keith A. Istre.......... 2002 166,000 125,000 -- 27,250(4) Treasurer and Chief 2001 166,000 112,500 48,000 17,500 Financial Officer 2000 166,000 225,000 -- 17,500
- --------------- (1) Includes employer contributions under Lamar Advertising's deferred compensation plan of $57,500 per year for Mr. Reilly and $15,000 per year for Mr. Istre. (2) Includes $19,870 representing imputed income for use of company vehicle. (3) Includes $6,110, $6,138 and $6,667 for 2000, 2001 and 2002 respectively for the premiums attributable to the term life insurance portion of split-dollar life insurance policies and the dollar value, on a term loan approach, of the benefit of the whole-life portion of the premiums for the split-dollar life insurance policies paid by us. (4) Includes $9,750 in 2002 representing imputed income for use of company vehicle. OPTION GRANTS AND POTENTIAL REALIZABLE VALUES TABLE No option grants were made by Lamar Advertising to the named executive officers during fiscal year 2002. OPTION EXERCISES AND YEAR-END VALUES TABLE The following table sets forth certain information concerning exercisable and unexercisable stock options for Lamar Advertising Class A common stock held by the named executive officers as of December 31, 2002.
NUMBER OF SECURITIES UNDERLYING UNEXERCISED VALUE OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT FISCAL YEAR-END(#) FISCAL YEAR-END($) NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1) - ---- ------------------------- ---------------------------- Kevin P. Reilly, Jr. ................... 68,250/29,250 493,448/211,477 Keith A. Istre.......................... 119,800/22,400 1,103,684/106,272
- --------------- (1) Based on the difference between the option exercise price and the closing price of the underlying Class A common stock on December 31, 2002, which closing price was $33.65. DIRECTOR COMPENSATION During 2002, directors who were not employed by us received a fee of $1,500 a month from Lamar Advertising and were reimbursed for travel expenses incurred to attend board meetings. Prior to December 2002, the members and Chairman of Lamar Advertising Audit Committee received fees of $2,500 a year and $5,000 a year, respectively. Effective December 2002, these fees were increased to $9,000 a year and $18,000 a year, respectively. Lamar Media does not pay any additional compensation to its non-employee directors for their service as such. 36 EMPLOYEE BENEFIT PLANS Lamar Advertising has the following two equity plans: 1996 EQUITY INCENTIVE PLAN Lamar Advertising's 1996 Equity Incentive Plan provides for the grant of stock options (incentive and nonstatutory), stock appreciation rights, restricted stock and unrestricted stock for the purchase of shares of Class A common stock. Awards under the plan can be granted to employees, consultants and directors of Lamar Advertising as well as employees and consultants of its eligible subsidiaries who are capable of contributing significantly to its successful performance. The Lamar Advertising Compensation Committee administers the plan and selects the participants and establishes the terms and conditions of each option or other equity right granted under the plan, including the exercise price, the number of shares subject to options or other equity rights and the time(s) at which such options become exercisable. Subject to certain limitations the Compensation Committee may delegate to one or more executive officers the power to make awards to participants who are not subject to Section 16 of the Securities Exchange Act of 1934 or "covered employees" for purposes of Section 162(m) of the Internal Revenue Code. The Compensation Committee has authorized the Chief Financial Officer to grant options to purchase shares of Class A common stock to each such participant. The exercise price of all incentive stock options, or ISOs, within the meaning of Section 422 of the Internal Revenue Code granted under the plan must be at least equal to 100% of the fair market value of the option shares on the date of grant. The term of any ISO granted under the plan may not exceed ten years. 2000 EMPLOYEE STOCK PURCHASE PLAN All of Lamar Advertising's employees are eligible to participate in its 2000 Employee Stock Purchase Plan. Five hundred thousand shares of Class A common stock (subject to adjustments for stock-splits and similar capital changes) were reserved for issuance under the Lamar Advertising Purchase Plan in 2000, subject to annual increases of a maximum of 500,000 shares per year, beginning in 2001. The Purchase Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423. Rights to purchase Class A common stock under the Purchase Plan are granted at the discretion of the Lamar Advertising Board of Directors, which determines the frequency and duration of individual offerings under the Purchase Plan and the dates when stock may be purchased. Offerings may last up to twenty-seven months or such longer period as may then be consistent with Section 423 of the Code, however, offerings generally last six months. Eligible employees participate voluntarily and may withdraw from any offering at any time before stock is purchased. Participation terminates automatically upon termination of employment, except termination because of disability or death. The purchase price per share of Class A common stock in an offering is determined by Lamar Advertising's Board of Directors from time to time; provided that the purchase price per share shall not be less than 85% of the lesser of its fair market value at the beginning of the offering period or on the applicable exercise date. The purchase price may be paid through payroll deductions, lump sum payments, delivery of shares of Class A common stock, or a combination thereof subject to the discretion of Lamar Advertising's Board of Directors, but purchases are currently being allowed only through payroll deductions. The Purchase Plan terminates on April 1, 2010. In accordance with Section 423 of the Code, no employee may participate in an offering under the Purchase Plan if, immediately after the right to acquire shares of Class A common stock in the offering is granted, the employee would own 5% or more of Lamar Advertising's voting stock (including stock that may be purchased through subscriptions under the Purchase Plan or any other options), nor may an employee buy more than $25,000 worth of stock (determined by the fair market value of the common stock at the time the right to purchase the Class A common stock is granted) through the Purchase Plan in any calendar year. 37 PRINCIPAL STOCKHOLDERS We are a wholly owned subsidiary of Lamar Advertising, which owns all 100 shares of our outstanding common stock. The following table and footnotes set forth certain information regarding the beneficial ownership of Lamar Advertising's common stock as of July 1, 2003 by (i) persons known by us to be beneficial owners of more than 5% of either class of its common stock, (ii) its Chief Executive Officer and each of the other executive officers other than the Chief Executive Officer and directors, (iii) all current executive officers and directors of Lamar Advertising as a group and (iv) our directors that are not directors of Lamar Advertising. The amounts and percentages of Lamar Advertising's common stock beneficially owned are reported on the basis of regulations of the Commission governing the determination of beneficial ownership of securities. Under the rules of the Commission, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as otherwise indicated, the address of each beneficial owner listed below is c/o Lamar Advertising Company, 5551 Corporate Blvd., Baton Rouge, LA 70808 and except as otherwise indicated, we believe each beneficial owner named below has sole voting and sole investment power with respect to all shares beneficially owned by them.
TITLE OF NUMBER OF PERCENT OF DIRECTORS, OFFICERS AND 5% STOCKHOLDERS CLASS SHARES CLASS - --------------------------------------- -------- ---------- ---------- Kevin P. Reilly, Jr. ..................................... Class A 213,123(1) * Class B(2) 11,362,250(3) 69.2%(4) Sean E. Reilly............................................ Class A 68,250(5) * Class B(2) 10,782,835(3) 65.7%(6) Anna Reilly Cullinan...................................... Class B(2) 10,665,280(3) 65.0%(7) The Reilly Family Limited Partnership..................... Class B(2) 9,000,000 54.8%(8) Janus Capital Corporation................................. Class A 9,100,395(9) 10.5% 100 Fillmore Street Denver, CO 80206 FMR Corp.................................................. Class A 8,444,508(10) 9.7% 82 Devonshire Street Boston, MA 02109 Putnam, LLC............................................... Class A 8,364,277(11) 9.6% One Post Office Square Boston, MA 02109 AIM Management Group Inc. ................................ Class A 5,652,158(12) 6.5% 11 Greenway Plaza Suite 100 Houston, TX 77046 Wellington Management Company, LLP........................ Class A 5,027,706(13) 5.8% 75 State Street Boston, MA 02109 Charles W. Lamar, III..................................... Class A 4,932,555(14) 5.7% Gerald H. Marchand........................................ Class A 188,189(15) * Keith A. Istre............................................ Class A 121,112(16) * T. Everett Stewart, Jr. .................................. Class A 97,950(17) * Stephen P. Mumblow........................................ Class A 13,000(18) * John Maxwell Hamilton..................................... Class A 13,000(19) * Thomas V. Reifenheiser.................................... Class A 12,000(20) * All directors and executive officers of Lamar Advertising as a group (10 Persons)................................. Class A 20,485,544(21) 19.8%(22)
38 - --------------- * Less than 1% (1) Includes 68,250 shares of Class A common stock subject to stock options exercisable within 60 days of July 1, 2003. (2) Upon the sale of any shares of Class B common stock to a person other than to a Permitted Transferee, such shares will automatically convert into shares of Class A common stock. Permitted Transferees include (i) Kevin P. Reilly, Sr.; (ii) a descendant of Kevin P. Reilly, Sr.; (iii) a spouse or surviving spouse (even if remarried) of any individual named or described in (i) or (ii) above; (iv) any estate, trust, guardianship, custodianship, curatorship or other fiduciary arrangement for the primary benefit of any one or more of the individuals named or described in (i), (ii) and (iii) above; and (v) any corporation, partnership, limited liability company or other business organization controlled by and substantially all of the interests in which are owned, directly or indirectly, by any one or more of the individuals and entities named or described in (i), (ii), (iii) and (iv) above. Except for voting rights, the Class A and Class B common stock are substantially identical. The holders of Class A common stock and Class B common stock vote together as a single class (except as may otherwise be required by Delaware law), with the holders of Class A common stock entitled to one vote per share and the holders of Class B common stock entitled to ten votes per share, on all matters on which the holders of common stock are entitled to vote. (3) Includes 9,000,000 shares held by the Reilly Family Limited Partnership (the "RFLP"), of which Kevin Reilly, the President and Chief Executive Officer of Lamar Advertising, is the managing general partner. Kevin Reilly's three siblings, Anna Reilly Cullinan, Sean E. Reilly and Wendell S. Reilly are the other general partners of the RFLP. The managing general partner has sole voting power over the shares but dispositions of the shares require the approval of 50% of the general partnership interests of the RFLP. (4) Represents 11.0% of the Class A common stock if all shares of Class B common stock are converted into Class A common stock. (5) Consists of 68,250 shares of Class A common stock subject to stock options exercisable within 60 days of July 1, 2003. (6) Represents 10.4% of the Class A common stock if all shares of Class B common stock are converted into Class A common stock. (7) Represents 10.3% of the Class A common stock if all shares of Class B common stock are converted into Class A common stock. (8) Represents 8.7% of the Class A common stock if all shares of Class B common stock are converted into Class A common stock. (9) Janus Capital Corporation shares voting and investment power as to 9,300 of these shares. Based on the Schedule 13G/A filed with the Commission by Janus Capital Corporation for the year ended December 31, 2002. (10) Includes 137,633 shares beneficially owned by its wholly owned subsidiaries and 695,675 shares of Class A common stock that could be acquired upon the conversion of $32,175,000 principal amount of Lamar Advertising's 5.25% Convertible Notes due 2006 owned by FMR Corp. Based on the Schedule 13G/A filed by FMR Corp. with the Commission for the year ended December 31, 2002. (11) Putnam, LLC d/b/a Putnam Investment ("PI") shares voting power as to 190,750 of these shares with Putnam Investment Management, LLC and as to 219,278 of these shares with The Putnam Advisory Co., LLC and shares investment power with Putnam Investment Management, LLC and The Putnam Advisory Co., LLC as to 7,805,969 and 558,308 of these shares, respectively. Based on the Schedule 13G/A filed by PI with the Commission for the year ended December 31, 2002. (12) Based on the Schedule 13G/A for the year ended December 31, 2002 filed by AIM Management Group, Inc. with the Commission on behalf of itself and its wholly owned subsidiaries, AIM Advisors, Inc., AIM Capital Management, Inc. and AIM Private Asset Management, Inc. 39 (13) Wellington Management Company, LLP shares voting power as to 4,483,685 of these shares and shares investment power as to 5,027,706 of these shares. Based on the Schedule 13G filed by Wellington Management Company, LLP with the Commission for the year ended December 31, 2002. (14) Includes (a) 425,000 shares that Mr. Lamar has exchanged for units in exchange funds over which he retains voting power; (b) 1,036,324 shares held in trust for Mr. Lamar's two minor children who reside with him and in a charitable lead annuity trust; Mr. Lamar disclaims beneficial ownership of these shares; (c) 1,000,000 shares held by a private exchange fund, as to which Mr. Lamar is deemed the beneficial owner; (d) 70,000 shares that the trusts for Mr. Lamar's two minor children who reside with him have exchanged for units in an exchange fund over which they retain voting power; Mr. Lamar disclaims beneficial ownership of these shares; (e) 2,038,198 shares held by CWL3, LLC; CWL3, No. 2DG, LLC; CWL3, No. 3C, LLC and two grantor retained annuity trusts; as to which Mr. Lamar is deemed the beneficial owner; and (f) 50,750 shares owned by Mr. Lamar's spouse and 2,404 shares owned by Mr. Lamar's minor children, as to which Mr. Lamar disclaims beneficial ownership; and (g) 300,000 shares that are subject to pledge pursuant to a forward sale contract. (15) Includes 44,000 shares of Class A common stock subject to stock options exercisable within 60 days of July 1, 2003, and 66,389 shares owned by the Marchand Family Partnership of which Mr. Marchand is a partner. Mr. Marchand shares voting power over the partnership shares with his wife. (16) Includes 119,800 shares of Class A common stock subject to stock options exercisable within 60 days of July 1, 2003. (17) Includes 49,950 shares of Class A common stock subject to stock options exercisable within 60 days of July 1, 2003. (18) Includes 12,000 shares of Class A common stock subject to stock options exercisable within 60 days of July 1, 2003. (19) Includes 12,000 shares of Class A common stock subject to options exercisable within 60 days of July 1, 2003. (20) Consists of 12,000 shares of Class A common stock subject to options exercisable within 60 days of July 1, 2003. (21) See Notes 1, 3, 5, 14, 15, 16, 17, 18, 19 and 20. (22) Assumes the conversion of all shares of Class B common stock into shares of Class A common stock. 40 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We purchased approximately $2.4 million, $1.8 million and $1.2 million of highway signs and transit bus shelters from Interstate Highway Signs Corp., which represented approximately 15%, 13% and 12% of total capitalized expenditures for our logo sign and transit advertising businesses during the years ended December 31, 2000, 2001 and 2002, respectively. We do not use Interstate Highway Signs Corp. exclusively for our highway sign and transit bus shelter purchases. Interstate Highway Signs Corp. is a wholly owned subsidiary of Sign Acquisition Corp. Kevin P. Reilly, Jr., our President, Chief Executive Officer and Director, has voting control over a majority of the outstanding shares of Sign Acquisition Corp. through a voting trust. We advanced T. Everett Stewart, Jr., one of our directors, $87,000 on January 9, 2002 as an advancement against his bonus for fiscal year 2001. This loan was paid in full on January 24, 2002. Effective July 1, 1996, the Lamar Texas Limited Partnership, our subsidiary, and Reilly Consulting Company, L.L.C., which Kevin P. Reilly, Sr. controls, entered into a consulting agreement. This consulting agreement has a ten year term and provides for a $120,000 annual consulting fee. The agreement contains a non-disclosure provision and a non-competition restriction which extends for two years beyond the termination of the agreement. We also have a lease arrangement with Reilly Enterprises, LLC, which Kevin P. Reilly, Sr. controls, for the period beginning October 1, 2001 and continuing for sixty consecutive months for the use of an airplane. We pay a fee of $5,000 per month plus expenses which entitles us to 6.67 hours of flight time, any unused portion of which is carried over into the next succeeding month. The total fees paid under this arrangement for fiscal 2002 were $75,315. As of December 31, 2002, we had a receivable of $919,631 for premiums paid on split-dollar life insurance arrangements for Kevin P. Reilly, Sr. that were entered into in 1990 and 1995 as a component of his compensation as our Chief Executive Officer and his continuing retirement benefits thereafter. In accordance with the terms of the arrangements, we will recover all of the cumulative premiums paid by us upon the termination, surrender or cancellation of the policies or upon the death of the insured. Kevin P. Reilly, Sr. is the father of Kevin P. Reilly, Jr., our President, Chief Executive Officer and Director, and Sean E. Reilly, also one of our Directors. As of December 31, 2000, 2001 and 2002, we had a receivable from Lamar Advertising, our parent, in the amount of $7.3 million, $9.7 million, and $5.5 million, respectively. We have made two loans to Live Oak Living Centers, LLC. One loan was for $60,597 at an interest rate of 7.5% and the other loan was for $112,000 at an interest rate of 6%. Kevin P. Reilly, Jr., our President, Chief Executive Officer and Director, has a 15% ownership interest in the LLC. Sean E. Reilly, Kevin P. Reilly, Jr.'s brother and also one of our Directors, has a 7.5% ownership interest in the LLC. Both loans, totaling $207,765 in outstanding principal and interest, were repaid in full in September 2002. On September 6, 2002, our parent Lamar Advertising entered into an agreement with Charles W. Lamar III, its director, to settle Mr. Lamar's obligation to reimburse Lamar Advertising for premiums that it had paid under a split-dollar life insurance policy. These premiums had been paid under an original policy, which was subsequently surrendered to a new insurer for a new policy. Lamar Advertising paid no further premiums under the new policy but the new policy replaced the surrendered policy as collateral for the $90,219 in aggregate premiums paid by Lamar Advertising under the old policy. In exchange for the right to receive the death proceeds from the new policy at some indeterminate future date, Lamar Advertising accepted stock of the original insurer, which was issued in connection with its demutualization, and cash with a value of approximately $53,393 in full satisfaction of this obligation. Our director, Sean Reilly, is the Chief Operating Officer and President of the Outdoor Division of our parent, Lamar Advertising. Mr. Reilly received a salary of $190,000 and a bonus of $125,000 for the year ended 2002 from Lamar Advertising. Sean Reilly is the brother of our Chief Executive Officer, Kevin Reilly, Jr. 41 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth our ratios of earnings to fixed charges and the amount by which earnings were insufficient to cover fixed charges for each of the periods shown:
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED ------------------------------------------------- MARCH 31, 2003 2002 2001 2000 1999 1998 ------------------ ------- -------- -------- ------- ------- Ratio of earnings to fixed charges...... 0.13x 0.73x 0.12x 0.30x 0.53x 0.84x Coverage deficiency (in thousands)..... $27,849 $37,392 $136,436 $127,809 $52,468 $12,081
For purposes of this ratio, earnings is defined as net earnings (loss) before income taxes and cumulative effect of a change in accounting principle and fixed charges. Fixed charges is defined as the sum of interest expense, preferred stock dividends and the component of rental expense that we believe to be representative of the interest factor for those amounts. THE EXCHANGE OFFER PURPOSE OF THE EXCHANGE OFFER The original notes were initially issued and sold on June 12, 2003. Those sales were not registered under the Securities Act of 1933, as amended, in reliance upon the exemption provided by Section 4(2) of the Securities Act and Rule 144A under the Securities Act. We and the initial purchasers of the original notes entered into a registration rights agreement on the issuance date of the original notes. Under the registration rights agreement, we agreed to file and cause to become effective with the SEC the registration statement of which this prospectus is a part to effect the exchange of original notes for exchange notes. The sole purpose of this exchange offer is to fulfill our obligations under the registration rights agreement. CONDITIONS TO EXCHANGE OFFER Completion of the exchange offer is subject to the conditions that the exchange offer not violate any applicable law or interpretation of the staff of the Division of Corporation Finance of the SEC and that no injunction, order or decree has been issued that would prohibit, prevent or materially impair our ability to proceed with the exchange offer. The exchange offer is also subject to various procedural requirements discussed below with which holders must comply. We reserve the right, in our absolute discretion, to waive compliance with these requirements subject to applicable law, however, all conditions must be satisfied or waived prior to the expiration of the exchange offer in order for exchange notes to be issued in exchange for original notes. In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for any such original notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus is a part or qualification of the Indenture under the Trust Indenture Act of 1939, as amended. TERMS OF THE EXCHANGE OFFER We are offering to exchange, upon the terms and subject to the conditions described in this prospectus and the accompanying letter of transmittal, $1,000 principal amount of exchange notes for each $1,000 principal amount of original notes. Based on the position of the staff of the Division of Corporation Finance of the SEC as stated in certain interpretive letters issued to third parties in other transactions, we believe that the exchange notes will generally be freely transferable by holders thereof. See "Plan of Distribution" on page 83. Otherwise, the terms of the exchange notes are identical in all respects to the 42 terms of the original notes for which they may be exchanged pursuant to this exchange offer. The exchange notes will evidence the same debt as the original notes and will be entitled to the benefits of the indenture. See "Description of the Exchange Notes" on page 54. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where those original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of distribution" on page 83. If you are an affiliate of ours or if you intend to participate in the exchange offer for the purpose of distributing the exchange notes, or if you are a broker-dealer that purchased original notes from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act, you will not be permitted or entitled to tender those original notes in the exchange offer and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of those original notes unless that sale is made pursuant to an exemption from such requirements. See "Plan of Distribution" on page 83. The exchange offer is not conditioned upon any minimum aggregate principal amount of original notes being tendered or accepted for exchange. Holders of original notes do not have any appraisal or dissenters' rights in connection with this exchange offer. Neither we nor our board of directors makes any recommendation to you as to whether to tender or refrain from tendering all or any portion of your original notes in this exchange offer. In addition, no one has been authorized to make any recommendation as to whether you should tender notes in this exchange offer. You must make your own decision whether to tender original notes in the exchange offer and, if so, the aggregate amount of original notes to tender based on your own financial positions and requirements. If any tendered original notes are not accepted for exchange because of an invalid tender, global securities for any such unaccepted original notes will be returned, without expense, to the tendering holder promptly after completion of this exchange offer. Holders who tender original notes in connection with this exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of original notes in connection with this exchange offer. We will pay all charges and expenses in connection with this exchange offer. See "-- Fees and Expenses" on page 49. EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS The exchange offer will expire at 5:00 p.m., New York City time, on , 2003 unless we, in our sole discretion, extend the period during which the exchange offer is open by giving written notice to the exchange agent and by timely public announcement communicated no later than 5:00 p.m. on the next business day following the date for expiration, unless otherwise required by applicable law or regulation, by making a press release. During any extension of the exchange offer, all original notes previously tendered pursuant to the exchange offer will remain subject to the exchange offer. We expressly reserve the right to: - terminate the exchange offer and not accept for exchange any original notes if we reasonably determine that the conditions to the exchange offer have not been satisfied, and - amend the terms of the exchange offer in any manner permitted by applicable law, whether before or after any tender of original notes. If any such termination or amendment occurs, we will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of original notes as promptly as practicable. Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the date of expiration, we will exchange the exchange notes for original notes as soon as practicable following the expiration date. 43 If we waive any material condition to the exchange offer, or amend the exchange offer in any other material respect, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the holders of the original notes, and if at the time that such prospectus supplement is first sent or given to holders of original notes, the exchange offer is scheduled to expire at any time earlier than the expiration of a period ending on the fifth business day from, and including, the date that such prospectus supplement is first so sent or given, then the exchange offer will be extended until the expiration of such period of five business days. We will mail this prospectus and the related letter of transmittal and other relevant materials to record holders of original notes and to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes. EXCHANGE OFFER PROCEDURES HOW TO TENDER Your tender to us of original notes pursuant to one of the procedures set forth below will constitute an agreement between you and us in accordance with the terms and subject to the conditions stated below and in the letter of transmittal. General procedures You may tender your original note by: - properly completing and signing the letter of transmittal and delivering it, together with the certificate or certificates representing the original notes being tendered and any required signature guarantees (or a timely confirmation of a book-entry transfer pursuant to the procedure described below), to the exchange agent at its address set forth below on or prior to the date the exchange offer expires, or - complying with the guaranteed delivery procedures described below. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where those original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See "Plan of Distribution" on page 83. If tendered original notes are registered in the name of the signer of the letter of transmittal and the exchange notes to be issued in exchange for those original notes are to be issued (and any untendered original notes are to be reissued) in the name of the registered holder, the signature of such signer need not be guaranteed. In any other case, the tendered original notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us and duly executed by the registered holder and the signature on the endorsement or instrument of transfer must be guaranteed by a bank, broker, dealer, credit union, savings association, clearing agency or other institution that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. If the exchange notes and/or original notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the original notes, the signature on the letter of transmittal must be guaranteed by one of the institutions just described. If your original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender those original notes, you should contact that holder promptly and instruct that holder to tender those original notes on your behalf. If you wish to tender those original notes yourself, you must, prior to completing and executing the letter of transmittal and delivering those original notes, make appropriate arrangements to register ownership of those original notes in your name and follow 44 the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time due to the transfer procedures the broker must follow to register the transfer. Book-entry Transfer The exchange agent will make a request to establish an account with respect to the original notes at The Depository Trust Company (DTC) for purposes of the exchange offer within two business days after receipt of this prospectus, and any financial institution that is a participant in DTC's system may make book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Although delivery of original notes may be effected through book-entry transfer at DTC, you must send the letter of transmittal, with any required signature guarantees and any other required documents, to the exchange agent at the address specified below and it must be received by the exchange agent on or prior to the date the exchange offer expires or you must comply with the guaranteed delivery procedures described below. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use the Automated Tender Offer Program procedures to tender original notes. Any participant in DTC's system may make book-entry delivery of original notes by causing DTC to transfer such original notes into the exchange agent's account in accordance with the Automated Tender Offer Program procedures for transfer. However, the exchange for original notes so tendered will be made only after a book-entry confirmation of such book-entry transfer of original notes into the exchange agent's account, and timely receipt by the exchange agent of an agent's message and any other documents required by the letter of transmittal. An agent's message is a message, transmitted by DTC and received by the exchange agent and forming part of a book-entry confirmation, that states that DTC has received an express acknowledgment from a participant tendering original notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce that agreement against that participant. THE METHOD OF DELIVERY OF ORIGINAL NOTES AND ALL OTHER DOCUMENTS, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE THROUGH THE AUTOMATED TENDER OFFER PROGRAM, IS AT YOUR ELECTION AND RISK. IF YOU SEND THESE DOCUMENTS BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL, RETURN RECEIPT REQUESTED, THAT YOU OBTAIN PROPER INSURANCE, AND THAT YOU MAIL THOSE DOCUMENTS SUFFICIENTLY IN ADVANCE OF THE DATE ON WHICH THE EXCHANGE OFFER EXPIRES TO PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE SUCH DATE. Guaranteed Delivery Procedures If you wish to accept the exchange offer and time will not permit a letter of transmittal or original notes to reach the exchange agent before the date on which the exchange offer expires, you must deliver to the exchange agent a letter, telegram or facsimile transmission from a bank, broker, dealer, credit union, savings association, clearing agency or other institution that is a member of a recognized guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, stating: - the name and address of the tendering holder, - the principal amount of the original notes being tendered, - the names in which the original notes are registered, - if possible, the certificate numbers of the original notes to be tendered, and - that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission by the appropriate submitting institution, the original notes, in proper form for transfer, will be 45 delivered by such appropriate submitting institution together with a properly completed and duly executed letter of transmittal (and any other required documents). Such a tender will be effective only if such notice is received by the exchange agent before the exchange offer expires. Unless original notes being tendered by the above-described method (or a timely book-entry confirmation) are deposited with the exchange agent within the time period set forth above (accompanied or preceded by a properly completed letter of transmittal and any other required documents), we may, at our option, reject the tender. Copies of a notice of guaranteed delivery that may be used by appropriate submitting institutions for the purposes described in the paragraphs above are available from the exchange agent. A tender will be deemed to have been received as of the date when your properly completed and duly signed letter of transmittal or agent's message accompanied by the original notes (or a timely book-entry confirmation) is received by the exchange agent. Issuances of exchange notes in exchange for original notes tendered pursuant to a notice of guaranteed delivery or letter, telegram or facsimile transmission to similar effect (as provided above) by an appropriate submitting institution will be made only against deposit of the letter of transmittal (and any other required documents) and the tendered original notes (or a timely book-entry confirmation). All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of original notes will be determined by us, which determination will be final and binding. We reserve the absolute right to reject any and all tenders not in proper form or the acceptances for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the exchange offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. Neither we, the exchange agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or shall incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the exchange offer (including the letter of transmittal and the instructions thereto) will be final and binding. TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer. By tendering your original notes for exchange, you thereby exchange, assign and transfer the original notes to us and irrevocably constitute and appoint the exchange agent as your agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. You will be required to represent and warrant that you have full power and authority to tender, exchange, assign and transfer the original notes and to acquire exchange notes issuable upon the exchange of those tendered original notes, and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or proxy. You will also warrant that you will, upon request, execute and deliver any additional documents deemed by us to be necessary or desirable to complete the exchange, assignment and transfer of tendered original notes by us, and the issuance of exchange notes in exchange for those notes shall constitute performance in full by us of our obligations under the registration rights agreement and that we will have no further obligations or liabilities under that agreement (except in certain limited circumstances). All authority conferred by you will survive your death or incapacity, and all of your obligations will be binding upon your heirs, legal representatives, successors, assigns, executors and administrators. 46 By tendering original notes and executing the letter of transmittal, or transmitting an agent's message, as the case may be, you represent that: - you are not an affiliate of ours as defined in Rule 405 of the Securities Act of 1933; - you are not a broker-dealer that owns original notes acquired directly from us or from an affiliate of ours; - you are acquiring the exchange notes offered hereby in the ordinary course of business; and - you have not agreed with anyone to distribute the exchange notes. If you are a broker-dealer that purchased original notes for your own account as part of market-making or other trading activities, you represent that you have not agreed with us or our affiliates to distribute the exchange notes and agree to deliver a prospectus in connection with any resale of the exchange notes; and you may exclude the representation in the last bullet point above. No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, such information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made hereunder shall, under any circumstances, create any implication that there has been no change in our business since the respective dates as of which information is given herein. We are not making the exchange offer to (nor will tenders be accepted from or on behalf of) holders of original notes in any jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we may deem necessary to make the exchange offer in any such jurisdiction and extend the exchange offer to holders of original notes in such jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the exchange offer to be made by a licensed broker or dealer, the exchange offer may be made on our behalf by one or more registered brokers or dealers which are licensed under the laws of such jurisdiction. WITHDRAWAL RIGHTS You may withdraw any original notes you have tendered pursuant to the exchange offer at any time prior to the date on which the exchange offer expires. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at its address set forth below in the "Exchange agent" section prior to the date on which the exchange offer expires. Any such notice of withdrawal must state: - the person named in the letter of transmittal as having tendered original notes to be withdrawn; - if possible, the certificate numbers of original notes to be withdrawn; - the principal amount of original notes to be withdrawn; - a statement that such holder is withdrawing its election to have those original notes exchanged, and - the name of the registered holder of those original notes. The withdrawal notice must be signed by the holder in the same manner as the original signature on the letter of transmittal (including any required signature guarantees) or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes being withdrawn. The exchange agent will return the properly withdrawn original notes promptly following receipt of the notice of withdrawal. We will determine all questions as to the validity of notices of withdrawal, including time of receipt, and such determinations will be final and binding on all persons. 47 ACCEPTANCE OF ORIGINAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES Upon the terms and subject to the conditions of the exchange offer, we will choose and notify the exchange agent of the date on which the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the exchange notes will be made. For the purposes of the exchange offer, we will be deemed to have accepted for exchange validly tendered original notes when we have given written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving exchange notes from us and causing the original notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of the exchange notes to be issued in exchange for accepted original notes will be made by the exchange agent promptly after acceptance of the tendered original notes. Original notes not accepted for exchange by us will be returned without expense to the tendering holders (or in the case of original notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the procedures described above, such non-exchanged original notes will be credited to an account maintained with DTC) promptly following the date on which the exchange offer expires, or, if we terminate the exchange offer prior to such date, promptly after the exchange offer is so terminated. ACCRUED INTEREST ON EXCHANGE NOTES You will not receive accrued but unpaid interest on original notes at the time you tender them. Rather, that interest will be payable on the exchange notes delivered in exchange for the original notes on the first interest payment date after the exchange date. ACCOUNTING TREATMENT The exchange notes will be recorded at the same carrying value as the original notes for which they are exchanged, which is the aggregate principal amount of the original notes, as reflected in our accounting records on the date of exchange. Accordingly, no gain or loss for accounting purposes will be recognized in connection with the exchange offer. The cost of the exchange offer will be amortized over the term of the exchange notes. EXCHANGE AGENT Wachovia Bank has been appointed as the exchange agent for the exchange offer. You should direct questions and requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal to the exchange agent as follows: By Mail, Hand or Overnight Delivery: Wachovia Bank Customer Information Center Corporate Trust Operations -- NC1153 1525 West WT Harris Blvd -- 3C3 Charlotte, NC 38262 Attention: Ms. Marsha Rice Telephone: (704) 590-7413 By Fax (for eligible institutions only): (704) 590-7628 Delivery to an address other than as stated above, or transmissions of instructions to a facsimile number other than the one stated above, will not constitute a valid delivery. Original notes may also be delivered to: Wachovia Bank, N.A. 40 Broad Street, 5th Floor New York, New York 10004 Attention: Keith Williams 48 FEES AND EXPENSES We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection with its services. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. We will pay the expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent, printing, accounting and legal fees. Holders who tender their original notes for exchange notes will not be obligated to pay any transfer taxes in connection with the exchange. If, however, exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the original notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the original notes in connection with the exchange offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from such taxes is not submitted with the letter of transmittal, the amount of such taxes will be billed directly to such tendering holder. 49 DESCRIPTION OF MATERIAL INDEBTEDNESS The following is a description of our material indebtedness, other than the original notes and the exchange notes. For a complete description of their terms we refer you to the credit and security agreements and indentures to which each summary relates, copies of which we will provide upon request. BANK CREDIT FACILITY Our bank credit facility, for which JPMorgan Chase Bank serves as administrative agent, consists of (1) a $225 million revolving bank credit facility, (2) a $975 million term facility with two tranches, a $300 million Term A facility and a $675 million Term B facility, and (3) a $500 million incremental facility. The incremental facility permits us to request that our lenders enter into commitments to make additional term loans to us, up to a maximum aggregate amount of $500 million. Our lenders have no obligation to make additional loans to us under the incremental facility, but may enter into such commitments in their sole discretion. REDUCTIONS IN COMMITMENTS; AMORTIZATION The Term A and Term B loans will begin amortizing on March 5, 2005. The Term A loan amortizes in quarterly installments that increase as follows (dollars in thousands): March 31, 2005 -- December 31, 2005......................... $11,250 March 31, 2006 -- December 31, 2006......................... 15,000 March 31, 2007 -- December 31, 2008......................... 18,750 March 31, 2009 -- June 30, 2009............................. 22,500
The Term B loan amortizes in nominal amounts until maturity. The revolving bank credit facility and the Term A facility loans will mature on June 30, 2009. The Term B loans will mature on June 30, 2010. INTEREST Interest on borrowings under the facilities will be calculated, at our option, at a spread above a base rate equal to either: - the "Adjusted Base Rate" which is equal to the highest of: (1) the rate publicly announced by JPMorgan Chase Bank as its prime lending rate; and (2) the applicable federal funds rate plus 0.5%; or - the rate at which eurodollar deposits for one, two, three or six months (as selected by us) are quoted on the Dow Jones Telerate Screen. The spread applicable to borrowings under the revolving credit, Term A and Term B facilities will be determined by reference to our trailing leverage ratio (total debt to trailing four fiscal quarter EBITDA, as defined in the bank credit facility (see "-- Covenants" below)). The spread applicable for borrowings under (i) the revolving credit and Term A facility is currently .75% for base rate loans and 2.0% for eurodollar loans and, (ii) the Term B facility is currently 1.25% for base rate loans and 2.25% for eurodollar loans. GUARANTEES; SECURITY Our obligations under our bank credit facility are guaranteed by Lamar Advertising and all of our restricted subsidiaries (all of our existing subsidiaries, except Missouri Logos, a Partnership, a non-wholly owned subsidiary). The guarantees are secured by a pledge of all of our capital stock and all of the capital stock of those subsidiaries. 50 COVENANTS Under the terms of the bank credit facility, we and our subsidiaries are not permitted to incur any additional indebtedness over $100 million at any one time outstanding except: - indebtedness created by the bank credit facility; - indebtedness in respect of notes issued by us so long as no default exists at the time of the issuance or would result from the issuance and the terms of the notes comply with certain conditions; - existing indebtedness or any extension, renewal, refunding or replacement of any existing indebtedness or indebtedness incurred by the issuance of notes as referred to in the paragraph above; and - indebtedness of ours to any wholly owned subsidiary and of any wholly owned subsidiary to us. The bank credit facility also places certain restrictions upon our, and our subsidiaries', ability to, among other things: - incur liens or guarantee obligations; - pay dividends and make other distributions including distributions to Lamar Advertising; - make investments and enter into joint ventures or hedging agreements; - dispose of assets; and - engage in transactions with affiliates except on an arms-length basis. In addition, under the bank credit facility we and our subsidiaries cannot exceed the following financial ratios: - a total debt ratio, defined as total consolidated debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 6.00 to 1 (through December 30, 2004) and 5.75 to 1 (after December 30, 2004); - a senior debt ratio, defined as total consolidated senior debt to EBITDA, as defined below, for the most recent four fiscal quarters, of 4.00 to 1 (through December 30, 2004) and 3.75 to 1 (after December 30, 2004); The bank credit facility also requires us and our subsidiaries to maintain the following financial ratios: - an interest coverage ratio, defined as EBITDA, as defined below, for the most recent four fiscal quarters to total consolidated accrued interest expense for that period, of at least 2.25 to 1; and - a fixed charges coverage ratio, defined as the ratio of EBITDA, as defined below, for the most recent four fiscal quarters to (1) the total payments of principal and interest on debt for such period (2) capital expenditures made during such period and (3) income and franchise tax payments made during such period, of at least 1.05 to 1. As defined under the bank credit facility, EBITDA is, for any period, operating income for Lamar Media and our restricted subsidiaries (determined on a consolidated basis without duplication in accordance with GAAP) for such period (calculated before taxes, interest expense, depreciation, amortization and any other non-cash income or charges accrued for such period and (except to the extent received or paid in cash by Lamar Media or any of our restricted subsidiaries) income or loss attributable to equity in affiliates for such period) excluding any extraordinary and unusual gains or losses during such period and excluding the proceeds of any casualty events whereby insurance or other proceeds are received and certain dispositions not in the ordinary course. Any dividend payment made by Lamar Media or any of our restricted subsidiaries to Lamar Advertising during any period to enable Lamar Advertising to pay certain qualified expenses on behalf of Lamar Media and its subsidiaries, shall be treated as operating expenses of Lamar Media for the purposes of calculating EBITDA for such period. EBITDA under the 51 bank credit facility is also adjusted to reflect certain acquisitions or dispositions as if such acquisitions or dispositions were made on the first day of such period. CHANGE OF CONTROL A change of control of Lamar Media constitutes an event of default, permitting the lenders to accelerate the indebtedness and terminate the bank credit facility. A change in control would occur if: - we cease to be a wholly owned subsidiary of Lamar Advertising; - Charles W. Lamar, III or Kevin P. Reilly, Sr. and their immediate family (including grandchildren) and entities under their control no longer hold sufficient voting stock of Lamar Advertising to elect at all times a majority of its board of directors; - anyone other than the holders specified in the preceding bullet acquire shares of Lamar Advertising representing more than 20% of the ordinary voting power or acquire control of Lamar Advertising; or - a majority of the seats on Lamar Advertising's board is occupied by persons who were neither nominated by the board of directors of Lamar Advertising nor appointed by directors so nominated. 8 5/8% SENIOR SUBORDINATED NOTES DUE 2007 On September 25, 1997, we issued $200 million aggregate principal amount of 8 5/8% Senior Subordinated Notes due 2007 under an indenture among us, as issuer, certain of our subsidiaries and State Street Bank and Trust Company, as trustee. These notes are senior subordinated unsecured obligations, which are subordinated to indebtedness under the bank credit facility and our other senior indebtedness. These notes are senior to all of our existing and future subordinated indebtedness. These notes bear interest at 8 5/8% per annum, payable twice a year on each March 15 and September 15. On June 28, 2003, we redeemed $100.0 million in principal amount of our 8 5/8% Senior Subordinated Notes due 2007 with the net proceeds of the offering of the original notes at an aggregate redemption price of $106.8 million. We may redeem the remaining notes, in whole or in part, at any time. If a redemption occurs before September 15, 2005, we will pay a premium on the principal amount of the notes. This premium decreases annually from approximately 4.3% for a redemption on or after September 15, 2002, to approximately 1.5% for a redemption on or after September 15, 2004, and is phased out completely on September 15, 2005. Our obligations under these notes are guaranteed by all of our subsidiaries, except Missouri Logos, a Partnership. The guarantees under these notes are subordinated in right of payment to the guarantees under our bank credit facility. The holders of these notes may force us to immediately repay the principal on these notes, including interest to the acceleration date, if, among other things, we fail to make payments on other indebtedness under which we have at least $10 million outstanding. Under the terms of the indenture we and our subsidiaries are not permitted to incur any additional indebtedness unless certain financial tests are met after the incurrence of the indebtedness and no default or event of default has occurred and is continuing at the time or as a consequence of the incurrence of the indebtedness. The indenture permits us, however, to incur other types of debt regardless of whether the above conditions are met, such as debt under the bank credit facility and inter-company debt. The restrictions on our ability to incur additional indebtedness are the same as those restrictions imposed by the indenture governing the exchange notes. See "Description of Exchange Notes -- Material Covenants -- Limitation on Additional Indebtedness and Preferred Stock of Restricted Subsidiaries" on page 58. 52 The indenture also places certain restrictions upon our ability and the ability of our subsidiaries to, among other things: - issue preferred stock; - pay dividends or make other distributions or redeem capital stock; - incur liens or guarantee obligations; - dispose of assets; and - engage in transactions with affiliates except on an arms' length basis. Upon a "change of control" (as defined in the indenture), we will be obligated to offer to purchase all of the outstanding notes at a purchase price of 101% of the principal amount plus accrued interest, if any. In addition, if we sell certain assets, we will be obligated to offer to purchase outstanding notes with the proceeds of the asset sale at a purchase price of 100% of the principal amount plus accrued interest, if any. 11% SENIOR NOTES DUE 2003 On May 15, 1993, we issued $100 million aggregate principal amount of 11% Senior Notes due May 15, 2003 pursuant to an indenture between us, as issuer, certain of our subsidiaries and State Street Bank and Trust Company, as trustee. In November 1996 we conducted a tender offer for the 11% Senior Notes, in which we purchased all validly tendered notes. There are currently $1.2 million aggregate principal amount of 11% Senior Notes outstanding. They bear interest at 11% per annum. Interest is payable semi-annually on each May 15 and November 15. They are our senior obligations ranking senior to all present and future subordinated indebtedness. The indenture places certain restrictions on our ability to incur indebtedness if the ratio of our consolidated indebtedness to consolidated operating cash flow for the most recently ended 12 month period is greater than 7.5 to 1. 8% SUBORDINATED NOTES DUE 2006 We have 8% subordinated notes due 2006 of which there were $6.3 million aggregate principal amount outstanding at June 30, 2003. The ten-year subordinated notes were issued as a portion of the consideration paid on account of stock redemptions occurring in October 1995 and March 1996. These notes bear interest at an annual rate of 8% and amortize monthly until their maturity in 2006. 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013 On December 23, 2002, we issued $260 million aggregate principal amount of 7 1/4% Senior Subordinated Notes due 2013. The original notes constitute a further issuance of, and form a single series with, these previously issued notes. The terms of the original notes are substantially identical to the terms of the exchange notes, except that the original notes were not registered under the Securities Act of 1933 and are, therefore, subject to transfer restrictions. The original notes also have registration rights that do not apply to the exchange notes. See "Description of the Exchange Notes" on page 54. 53 DESCRIPTION OF THE EXCHANGE NOTES The exchange notes will be issued under an indenture, dated as of December 23, 2002, among Lamar Media, the Guarantors and Wachovia Bank of Delaware, National Association, as trustee. The terms of the exchange notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as in effect on the date of the indenture. The exchange notes are subject to all such terms, and holders of the exchange notes are referred to the indenture and the Trust Indenture Act for a statement of the terms therein. The following is a summary of the material terms and provisions of the exchange notes. The indenture was filed as an exhibit to our current report on Form 8-K filed on December 27, 2002 and is also available from us upon request. The following is a summary of the material terms and provisions of the exchange notes. The definitions of certain capitalized terms are set forth under "-- Certain Definitions" or as otherwise defined throughout this description. For purposes of this description, references to "Lamar Media" include only Lamar Media Corp. and not its subsidiaries and "Lamar Advertising" includes only Lamar Advertising Company and not its subsidiaries. The exchange notes form a single series with our 7 1/4% Senior Subordinated Notes due 2013 issued on December 23, 2002 in the principal amount of $260,000,000 and will be pari passu with and vote on any matter submitted to bondholders with and otherwise are identical in all respects to the previously issued notes. GENERAL The exchange notes will be: - general unsecured obligations of Lamar Media; - subordinated in right of payment to all existing and future senior indebtedness of Lamar Media; - pari passu in right of payment with Lamar Media's existing 8 5/8% Senior Subordinated Notes due 2007, the previously issued 7 1/4% Senior Subordinated Notes due 2013, and any additional future senior subordinated indebtedness of Lamar Media; - senior in right of payment to any existing or future subordinated indebtedness of Lamar Media; and - effectively subordinated to any secured indebtedness of Lamar Media or any of its subsidiaries to the extent of the value of the assets securing such indebtedness. Lamar Media is dependent upon the receipt of dividends or other payments from its subsidiaries in order to make payments of interest or principal on the exchange notes. There are no material contractual restrictions on the ability of Lamar Media's subsidiaries to pay dividends or other distributions to Lamar Media. Lamar Media controls its receipt of dividends or other payments from its wholly owned subsidiaries and, with respect to its sole majority-owned subsidiary to the extent of its 66 2/3% interest. The subsidiaries are generally subject to restrictions on paying dividends under the laws of the jurisdictions of their respective organizations, which in some instances require that dividends be paid out of the surplus of the value of the subsidiary's net assets over its capital (usually equal to the par value of the subsidiary's shares) or if no surplus exists, out of its net profits. These restrictions have not resulted in, and Lamar Media does not believe that in the future they will result in, material restrictions on, or limitations to, its receipt of dividends or other payments from its subsidiaries. The exchange notes will be unconditionally guaranteed by each of our existing and future Restricted Subsidiaries. On the issue date, all of our subsidiaries (other than Missouri Logos, a Partnership) will guarantee the exchange notes. The guarantees will be: - general unsecured obligations of each guarantor; - subordinated in right of payment to all existing and future senior indebtedness of each guarantor; 54 - pari passu in right of payment with each guarantor's guarantee of Lamar Media's existing 8 5/8% Senior Subordinated Notes due 2007, the previously issued 7 1/4% Senior Subordinated Notes due 2013, and any additional future senior subordinated indebtedness of such guarantor; - senior in right of payment to any existing or future subordinated indebtedness of each guarantor; and - effectively subordinated to any secured indebtedness of each guarantor to the extent of the value of the assets securing such indebtedness. The exchange notes will be issued in an aggregate principal amount of $125 million. We may from time to time issue additional notes pursuant to the indenture having identical terms and conditions to the exchange notes we are currently offering (the "Additional Notes"). We will only be permitted to issue such Additional Notes if at the time of such issuance, and after giving effect thereto, we are in compliance with the covenants contained in the indenture. Any Additional Notes will be part of the same issue as the exchange notes that we are currently offering and will vote on all matters with the exchange notes. In addition, Lamar Media may incur additional indebtedness if at the time of such issuance, and after giving effect thereto, we are in compliance with the covenants contained in the indenture. MATURITY, INTEREST AND PRINCIPAL The exchange notes will mature on January 1, 2013. The exchange notes will bear interest at a rate of 7 1/4% per year from the date of original issuance until maturity. Interest is payable semi-annually in arrears on July 1 and January 1 commencing July 1, 2003, to holders of record of the exchange notes at the close of business on the immediately preceding June 15 and December 15. The exchange notes will not be entitled to the benefit of any mandatory sinking fund. OPTIONAL REDEMPTION The notes will be redeemable at the option of Lamar Media, in whole or in part, at any time on or after January 1, 2008 at the following redemption prices (expressed as a percentage of principal amount), together, in each case, with accrued and unpaid interest to the redemption date, if redeemed during the twelve-month period beginning on January 1, of each year listed below:
YEAR PERCENTAGE - ---- ---------- 2008........................................................ 103.625% 2009........................................................ 102.417% 2010........................................................ 101.208% 2011 and thereafter......................................... 100.000%
Notwithstanding the foregoing, Lamar Media may redeem in the aggregate up to 35% of the aggregate principal amount of notes at any time and from time to time prior to January 1, 2006 at a redemption price equal to 107.25% of the aggregate principal amount so redeemed, plus accrued interest to the redemption date out of the net proceeds of one or more public equity offerings by us or by Lamar Advertising; provided, however, that at least 65% of the aggregate principal amount of notes originally issued remain outstanding immediately after the occurrence of any such redemption and that any such redemption occurs within 120 days following the closing of the public equity offering. In the event of redemption of fewer than all of the notes, the trustee shall select by lot or in such other manner as it shall deem fair and equitable the notes to be redeemed; provided, however, that if a partial redemption is made with the proceeds of a public equity offering, selection of the notes for redemption shall be made by the trustee only on a pro rata basis, unless such method is otherwise prohibited. The notes will be redeemable in whole or in part upon not less than 30 nor more than 60 days' prior written notice, mailed by first class mail to a holder's last address as it shall appear on the register 55 maintained by the registrar of the notes. On and after any redemption date, interest will cease to accrue on the notes or portions thereof called for redemption unless Lamar Media shall fail to redeem any such note. SUBORDINATION The indebtedness represented by the notes, including principal, premium, if any, and interest, will be, to the extent and in the manner provided in the indenture, subordinated in right of payment to the prior payment and satisfaction in full in cash of all of our existing and future senior indebtedness. As of June 30, 2003, the principal amount of outstanding senior indebtedness of Lamar Media, on a consolidated basis, was approximately $1,015.0 million. We will have the ability to incur additional senior indebtedness under the bank credit facility and will be permitted to incur additional senior indebtedness under the indenture. If any of the following events has occurred and is continuing, no payment (by set-off or otherwise) may be made by or on behalf of Lamar Media on account of the principal of, premium, if any, or interest on the notes, or on account of the redemption provisions of the notes, for cash or property (other than Junior Securities): - any senior indebtedness of Lamar Media has matured and all principal of, premium, if any, and the interest on such senior indebtedness has not been paid in full in cash; - an event of default in the payment of any principal, premium (if any) or interest has occurred in respect of any senior indebtedness of Lamar Media (a "Payment Default"); or - an event of default (other than a Payment Default) has occurred that permits the holders of Designated Senior Indebtedness to declare such Designated Senior Indebtedness to be due and payable and written notice of such event of default has been given to Lamar Media and the trustee by the representative of the holders of such Designated Senior Indebtedness (a "Payment Notice"). (Notwithstanding the foregoing, unless the Designated Senior Indebtedness in respect of which such event of default exists has been declared due and payable in its entirety within 179 days after the Payment Notice is delivered as set forth above (the "Payment Blockage Period") (and such declaration has not been rescinded or waived), at the end of the Payment Blockage Period, Lamar Media shall, unless a Payment Default exists, be required to pay all sums not paid to the holders of the notes during the Payment Blockage Period due to the foregoing prohibitions and to resume all other payments as and when due on the notes. Not more than one Payment Notice shall be given within a period of any 360 consecutive days and no default that existed upon the date of such Payment Notice, if the representative of the holders of Designated Senior Indebtedness that gave such Payment Notice knew of such default on such date (whether or not such event of default is on the same issue of Designated Senior Indebtedness), shall be made the basis for the commencement of any other Payment Blockage Period unless such default has been cured or waived for a period of at least 90 consecutive days.) Upon any distribution of assets of Lamar Media upon any dissolution, winding up, total or partial liquidation or reorganization of Lamar Media, whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a similar proceeding or upon assignment for the benefit of creditors or any marshalling of assets or liabilities, before the holders of notes are entitled to receive any payment on account of principal of, premium, if any, and interest on the notes (other than Junior Securities), the holders of all senior indebtedness of Lamar Media will first be entitled to receive (i) payment in full in cash and (ii) any payment or distribution of assets of Lamar Media of any kind or character from any source (other than Junior Securities) to the extent necessary to make payment in full in cash on all such senior indebtedness remaining unpaid, after giving effect to any concurrent payment or distribution to the holders of such senior indebtedness. If the trustee receives any payment or distribution of assets of Lamar Media (other than Junior Securities) at a time when such payment or distribution is prohibited by the foregoing provisions, such payment or distribution shall be held in trust for the benefit of the holders of such senior indebtedness, and 56 shall be applied ratably to the payment of all such senior indebtedness remaining unpaid, to the extent necessary to pay or to provide for the payment of all such senior indebtedness in full in cash after giving effect to any concurrent payment or distribution to the holders of such senior indebtedness. By reason of such subordination, in the event of liquidation or insolvency, creditors of Lamar Media who are holders of senior indebtedness may recover more, ratably, than the holders of the notes, and funds which would be otherwise payable to the holders of the notes will be paid to the holders of the senior indebtedness to the extent necessary to pay the senior indebtedness in full, and Lamar Media may be unable to meet its obligations fully with respect to the notes. Each guarantee will, to the extent set forth in the indenture, be subordinated in right of payment to the prior payment in full of all senior indebtedness of the respective guarantor, including obligations of such guarantor with respect to the bank credit facility (including any guarantee thereof), and will be subject to the rights of holders of Designated Senior Indebtedness of such guarantor to initiate blockage periods, upon terms substantially comparable to the subordination of the notes to all senior indebtedness of Lamar Media. A holder of notes by his acceptance of notes agrees to be bound by such provisions and authorizes and expressly directs the trustee, on his behalf, to take such action as may be necessary or appropriate to effectuate the subordination provided for in the indenture and appoints the trustee his attorney-in-fact for such purpose. GUARANTEES The notes are guaranteed on a senior subordinated basis by the guarantors (each subsidiary of Lamar Media in existence on the issue date of the notes, other than Missouri Logos, a Partnership, and each Restricted Subsidiary which thereafter guarantees payment of the notes). All payments pursuant to the guarantees are subordinated in right of payment to the prior payment in full of all senior indebtedness of the guarantors, including guarantees of indebtedness outstanding under the bank credit facility, to the same extent and in the same manner that all payments pursuant to the notes are subordinated in right of payment to the prior payment in full of all Senior Indebtedness of Lamar Media, pari passu in right of payment with the guarantees of our existing 8 5/8% Senior Subordinated Notes due 2007, our previously issued 7 1/4% Senior Subordinated Notes due 2013 and any future senior subordinated indebtedness of the guarantors, and senior in right to payment to any future subordinated indebtedness of the guarantors. The obligations of each guarantor are limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such guarantor (including, without limitation, any guarantees of senior indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the indenture, result in the obligations of such guarantor under the guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. In making any calculation relevant to determining such maximum amount, all senior indebtedness shall be deemed to have been incurred prior to the issue date of the notes. Each guarantor that makes a payment or distribution under a guarantee shall be entitled to a contribution from each other guarantor in a pro rata amount based on the Adjusted Net Assets of each guarantor. See "Risk Factors -- Federal and state statutes allow courts, under specific circumstances, to void the guarantees of the notes by our subsidiaries and require the holders of the notes to return payments received from the subsidiary guarantors" on page 10. A guarantor shall be deemed released from all its obligations under the indenture and its guarantee upon: (i) the release or payment in full of any indebtedness of such guarantor representing a guarantee of indebtedness of Lamar Media and the release of all liens on the property and assets of such guarantor relating to any such indebtedness or (ii) the sale or disposition (whether by merger, sale of stock or otherwise) of a guarantor (or substantially all of its assets) to an entity which is not a subsidiary of Lamar Media which is otherwise in compliance with the indenture (and providing that the guarantee and liens referred to in clause (i) are also released at such time). 57 MATERIAL COVENANTS The indenture contains, among others, the following covenants. LIMITATION ON ADDITIONAL INDEBTEDNESS AND PREFERRED STOCK OF RESTRICTED SUBSIDIARIES Lamar Media will not, and will not permit any Restricted Subsidiary to, directly or indirectly, incur any indebtedness (including indebtedness existing at the time it became a Restricted Subsidiary or assumed in connection with the acquisition of its assets) other than: - up to $1.3 billion of indebtedness under the bank credit facility; - currently outstanding indebtedness or debt incurred to refinance outstanding debt; - inter-company debt between Lamar Media and its subsidiaries or between the subsidiaries; - certain other debt incurred to acquire or lease property in the ordinary course of business that does not exceed the greater of either 5% of Lamar Media's Consolidated Net Tangible Assets or $20 million; - interest rate protection agreements designed to protect against fluctuations in interest rates; and - additional indebtedness not to exceed $40 million in principal amount outstanding at any time (all of the above are together referred to as "Permitted Indebtedness") and will not permit any Restricted Subsidiary to issue any preferred stock, unless: (a) after giving effect to the incurrence of such indebtedness and the issuance of any such preferred stock and the receipt and application of the proceeds thereof, Lamar Media's Leverage Ratio is less than 6.50 to 1; and (b) no default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such indebtedness or the issuance of such preferred stock. In addition, Lamar Media may not incur any Permitted Indebtedness that ranks junior in right of payment to the notes that has a maturity or mandatory sinking fund payment prior to the maturity of the notes. LIMITATION ON RESTRICTED PAYMENTS Lamar Media will not make, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make, any Restricted Payment unless: (a) no default or Event of Default shall have occurred and be continuing at the time of or immediately after giving effect to such Restricted Payment; (b) immediately after giving pro forma effect to such Restricted Payment, Lamar Media could incur $1.00 of additional indebtedness under the covenant set forth under "Limitation on Additional Indebtedness"; and (c) immediately after giving effect to such Restricted Payment, the aggregate of all Restricted Payments declared or made after the issue date of the notes does not exceed the sum of: (1) 100% of Lamar Media's EBITDA (which is defined in the indenture as (a) the sum of, without duplication, (i) Consolidated Net Income for such period, plus (ii) the provision for taxes for such period based on income or profits to the extent such income or profits were included in computing Consolidated Net Income and any provision for taxes utilized in computing net loss under clause (i) hereof, plus (iii) to the extent it reduces Consolidated Net Income during such period, Consolidated Interest Expense for such period, plus (iv) depreciation for such period on a consolidated basis, plus (v) amortization of intangibles for such period on a consolidated basis, plus (vi) any other non-cash items reducing Consolidated Net Income for 58 such period; minus (b) all non-cash items increasing Consolidated Net Income for such period, all for Lamar Media and its Restricted Subsidiaries determined in accordance with GAAP) minus 1.4 times Lamar Media's Consolidated Interest Expense, both taken from the issue date of the notes to the end of Lamar Media's most recently ended fiscal quarter prior to such date, plus (2) 100% of the aggregate net proceeds and the fair market value of securities or other property received by Lamar Media, after January 1, 2001, from (a) the issue or sale of capital stock of Lamar Media or any indebtedness or other securities of Lamar Media convertible into or exercisable or exchangeable for capital stock of Lamar Media which has been so converted or exercised or exchanged, as the case may be, (b) any capital contribution to Lamar Media from Lamar Advertising and (c) any loans made to Lamar Media by Lamar Advertising prior to the issue date of the notes upon the cancellation of such loans by Lamar Advertising, plus (3) the net reductions in Investments (other than reductions in Permitted Investments) in any person resulting from payments of interest on indebtedness, dividends, repayments of loans, partial or total releases or discharges of Guaranteed Permitted Unrestricted Subsidiary Obligations, or from designations of Unrestricted Subsidiaries as Restricted Subsidiaries, valued in each case at the fair market value thereof, not to exceed the amount of Investments previously made by Lamar Media and its Restricted Subsidiaries in such person. For purposes of determining under this clause (c) the amount expended for Restricted Payments, cash distributed shall be valued at the face amount thereof and property other than cash shall be valued at its fair market value as determined by the board of directors reasonably and in good faith. Notwithstanding the foregoing, Lamar Media or a Restricted Subsidiary, as the case may be, may: (i) pay any distribution within 60 days after the date of declaration thereof, if at such date of declaration such payment would comply with the provisions of the indenture; (ii) retire any shares of capital stock of Lamar Media or indebtedness of Lamar Media subordinated or pari passu in right of payment to the notes by conversion into, or by or in exchange for, shares of capital stock, or out of, the net proceeds of the substantially concurrent sale (other than to a subsidiary of Lamar Media) of other shares of capital stock of Lamar Media; provided, however, that the amount of any such net proceeds that are utilized for any such retirement shall be excluded from clause (c)(2) of the preceding paragraph; (iii) redeem or retire indebtedness of Lamar Media subordinated or pari passu in right of payment to the notes in exchange for, by conversion into, or out of the net proceeds of, a substantially concurrent sale or incurrence of indebtedness of Lamar Media (other than any indebtedness owed to a subsidiary of Lamar Media) that is, contractually subordinated in right of payment to the notes to at least the same extent or pari passu in right of payment to the notes and (x) has a stated maturity no earlier than the 91st day after the final maturity date of the notes or the final maturity date of the indebtedness being redeemed or retired, whichever is earlier and (y) has an average life to stated maturity equal to or greater than the remaining average life to stated maturity of the indebtedness being redeemed or retired; provided, however, that the amount of any such net proceeds that are utilized for any such redemption or retirement shall be excluded from clause (c)(2) of the preceding paragraph; (iv) fund loans (but not including the forgiveness of any such loan) to executive officers, directors and shareholders for relocation loans, bonus advances and other purposes consistent with past practices or purchase, redeem or acquire for value shares of capital stock of Lamar Media or options on such shares held by Lamar Media's or the Restricted Subsidiaries' officers or employees or former officers or employees upon the death, disability, retirement or termination of employment of such current or former officers or employees pursuant to the terms of an employee benefit plan or any other agreement pursuant to which such shares of capital stock or options were issued or pursuant to a severance, buy-sell or right of first refusal agreement with such current or former officer or employee; 59 provided, however, that the aggregate amount of any such loans funded and cash consideration paid, or distributions made, pursuant to this clause (iv) do not in any one fiscal year exceed $1 million; (v) make Investments in Unrestricted Subsidiaries and joint ventures in an aggregate amount not to exceed $20 million; provided, however, that Lamar Media or the Restricted Subsidiaries may make additional Investments pursuant to this clause (v) up to an aggregate amount not to exceed $10 million if Lamar Media is able, at the time of any such Investment and immediately after giving effect thereto, to incur at least $1.00 of additional indebtedness in compliance with the "Limitation on Additional Indebtedness" covenant; provided further, however, that in calculating the aggregate amount of Restricted Payments made subsequent to the issue date of the notes for purposes of clause (c) of the immediately preceding paragraph, amounts expended pursuant to clause (i) and this clause (v) shall be included in the calculation; (vi) pay any dividend or make any distribution to Lamar Advertising in amounts sufficient to permit Lamar Advertising to pay interest when due on its 2 7/8% Convertible Notes due 2010 or any indebtedness issued by Lamar Advertising to refinance those notes; provided, however, that such indebtedness is (a) in an aggregate principal amount that is equal to or less than the sum of (i) the aggregate principal amount of the 2 7/8% Convertible Notes due 2010 outstanding, (ii) the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of those notes and (iii) the amount of customary fees, expenses and costs related to the incurrence of such indebtedness and (b) scheduled to mature no earlier than those notes; and (vii) make distributions to Lamar Advertising to permit Lamar Advertising to pay obligations actually incurred by Lamar Advertising in respect of the payment of certain operating expenses of Lamar Media or the Restricted Subsidiaries in an aggregate amount in any fiscal year not to exceed 5% of the total operating expenses of Lamar Media and the Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP. LIMITATION ON OTHER SENIOR SUBORDINATED DEBT Lamar Media will not, and will not permit any of the Restricted Subsidiaries to directly or indirectly incur, contingently or otherwise, any indebtedness that is both (i) subordinate in right of payment to any senior indebtedness of Lamar Media or any of the guarantors, as the case may be, and (ii) senior in right of payment to the notes or any of the guarantees, as the case may be. LIMITATIONS ON LIENS Lamar Media will not, and will not permit any of the Restricted Subsidiaries to, create, incur or otherwise cause or suffer to exist or become effective any liens of any kind (other than certain liens incurred in the ordinary course of business) upon any property, assets, income or profit of Lamar Media or any Restricted Subsidiary or any shares of stock or debt of any Restricted Subsidiary (whether or not any of the foregoing is now owned or hereafter acquired) unless (i) if such lien secures indebtedness which is pari passu in right of payment with the notes, then the notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligation is no longer secured by a lien or (ii) if such lien secures indebtedness which is subordinated in right of payment to the notes, any such lien shall be subordinated to a lien granted to the holders of the notes in the same collateral as that securing such lien to the same extent as such subordinated indebtedness is subordinated to the notes. LIMITATION ON TRANSACTIONS WITH AFFILIATES Lamar Media will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any affiliate (including entities in which Lamar Media or any of the Restricted Subsidiaries own a minority interest) or holder of 10% or more of Lamar Advertising's common stock (each of the foregoing, an "Affiliate Transaction") or extend, 60 renew, waive or otherwise modify the terms of any Affiliate Transaction entered into prior to the issue date of the notes unless: - the terms of such Affiliate Transaction are fair and reasonable to Lamar Media or such Restricted Subsidiary, as the case may be, and the terms of such Affiliate Transaction are at least as favorable as the terms which could be obtained by Lamar Media or such Restricted Subsidiary, as the case may be, in a comparable transaction made on an arm's-length basis between unaffiliated parties; - in any Affiliate Transaction involving an amount or having a value in excess of $2 million Lamar Media has obtained a resolution of the board of directors approved by a majority of the members of the board of directors (and a majority of the disinterested members of the board of directors) certifying that such Affiliate Transaction complies with this "Limitation on Transactions with Affiliates" covenant; and - in any Affiliate Transaction (other than any transaction or series of related transactions between Lamar Media or any of the Restricted Subsidiaries and Interstate Highway Signs Corp. providing for the purchase of highway signage) with a value in excess of $10 million Lamar Media has obtained a written opinion that such Affiliate Transaction complies with this "Limitation on Transactions with Affiliates" from an independent investment banking firm of nationally recognized standing. The foregoing provisions will not apply to: (i) any Restricted Payment that is not prohibited by the provisions described under "Limitations on Restricted Payments," (ii) any transaction between Lamar Media and any of its Restricted Subsidiaries or between Restricted Subsidiaries, or (iii) the payment of reasonable and customary regular fees to directors of Lamar Media who are not employees of Lamar Media and any employment and consulting arrangements entered into by Lamar Media or any Restricted Subsidiary with their executives or consultants in the ordinary course of business. GUARANTEES OF CERTAIN INDEBTEDNESS Lamar Media will not permit any of the Restricted Subsidiaries (other than the guarantors) to: (a) incur, guarantee or secure through the granting of liens the payment of any indebtedness of Lamar Media or any other Restricted Subsidiary; or (b) pledge any intercompany notes representing obligations of any of the Restricted Subsidiaries to secure the payment of any indebtedness of Lamar Media, in each case unless such Restricted Subsidiary, Lamar Media and the trustee execute and deliver a supplemental indenture evidencing such Restricted Subsidiary's guarantee under the indenture. Thereafter, such Restricted Subsidiary shall be a guarantor for all purposes of the indenture. LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES Lamar Media will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction of any kind on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions to Lamar Media or any Restricted Subsidiary on its capital stock; (b) pay any indebtedness owed to Lamar Media or any Restricted Subsidiary; (c) make loans or advances to Lamar Media or any Restricted Subsidiary; 61 (d) transfer any of its properties or assets to Lamar Media or any Restricted Subsidiary; (e) grant liens or security interests on the assets of Lamar Media or the Restricted Subsidiaries in favor of the holders of the notes; or (f) guarantee the notes or any renewals or refinancings thereof, except for Permitted Dividend Encumbrances. LIMITATION ON CERTAIN ASSET SALES Lamar Media will not, and will not permit any of the Restricted Subsidiaries to, consummate a sale of assets or capital stock valued at over $5 million (except intercompany sales or sales of obsolete equipment) unless: (i) Lamar Media or such Restricted Subsidiary, as the case may be, receives consideration at the time of such sale or other disposition at least equal to the fair market value thereof (as determined in good faith by Lamar Media's board of directors, and evidenced by a board resolution); (ii) not less than 75% of the consideration received by Lamar Media or such Restricted Subsidiary, as the case may be, is in the form of cash or cash equivalents (those equivalents allowed under "Temporary Cash Investments"); provided, however, that any liabilities of Lamar Media or any Restricted Subsidiaries that are assumed by the transferee of such assets and for which Lamar Media and its Restricted Subsidiaries are released, including any such indebtedness of a Restricted Subsidiary whose stock is purchased by the transferee and any notes or other securities received by Lamar Media or any such Restricted Subsidiary which are converted into cash within 180 days after such asset sale (to the extent of cash received) shall be deemed to be cash for purposes of this provision; provided further, however, that Lamar Media or such Restricted Subsidiary will not be required to comply with this clause (ii) with respect to a Permitted Asset Swap; and The proceeds from an asset sale received by Lamar Media or such Restricted Subsidiary must be applied as follows: (a) first, to the extent Lamar Media elects, or is required, to permanently prepay, repay or purchase existing senior indebtedness (or indebtedness incurred to finance the cost of any real or personal property not in excess of 100% of such cost plus related expenses ("Purchase Money Indebtedness") that ranks pari passu in right of payment with the notes solely to the extent that such asset sale involves property or assets securing such indebtedness pursuant to a lien granted pursuant to clause (v) of the definition of Permitted Liens) within 270 days following the receipt of the asset sale proceeds; provided, however, that any such repayment shall result in a permanent reduction of the commitments thereunder in an amount equal to the principal amount so repaid; (b) second, to the extent of the balance of the proceeds after application as described above, to the extent Lamar Media elects, to an investment in assets (including capital stock or other securities purchased in connection with the acquisition of capital stock or property of another person) used or useful in businesses similar or ancillary to the business of Lamar Media and the Restricted Subsidiaries as conducted at the time of such asset sale; provided, however, that such investment occurs and such proceeds are so applied within 270 days following the receipt of such proceeds. If on the 270th day following the receipt of the proceeds from the sale, the proceeds that have not been applied under clauses (a) and (b) above or been the basis for an Excess Proceeds Offer, as defined below, (the "Available Asset Sale Proceeds") exceed $15 million, Lamar Media shall apply an amount equal to such Available Asset Sale Proceeds to an offer to repurchase the notes, at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase (an "Excess Proceeds Offer"). Lamar Media may, at the time that it makes any such Excess Proceeds Offer, also offer to purchase, at 62 a price in cash equal to 100% of the outstanding principal amount thereof plus accrued and unpaid interest, if any, to the purchase date, any indebtedness which ranks pari passu in right of payment to the notes. Notes and such pari passu indebtedness shall be purchased on a pro rata basis based on the aggregate principal amount of such notes and pari passu indebtedness then outstanding. If the aggregate principal amount of notes tendered pursuant to an Excess Proceeds Offer is less than the Available Asset Sale Proceeds, Lamar Media may use the unused proceeds for general corporate purposes. If the aggregate principal amount of pari passu indebtedness tendered is less than such pari passu indebtedness's pro rata share of such Available Asset Sale Proceeds, Lamar Media shall use such remaining Available Asset Sale Proceeds to purchase any notes validly tendered and not withdrawn pursuant to such Excess Proceeds Offer. If the aggregate principal amount of notes validly tendered and not withdrawn by holders thereof exceeds the Available Asset Sale Proceeds or to the extent Lamar Media elects to make an Excess Proceeds Offer for pari passu indebtedness, exceeds the notes' pro rata share of such Available Asset Sale Proceeds, then notes to be purchased will be selected on a pro rata basis. Upon completion of such Excess Proceeds Offer, the amount of Available Asset Sale Proceeds shall be reset to zero. If Lamar Media is required to make an Excess Proceeds Offer, Lamar Media shall mail, within 30 days following the date it was determined that an Excess Proceeds Offer must be made, a notice to the holders stating, among other things: (1) that such holders have the right to require Lamar Media to apply the Available Asset Sale Proceeds to repurchase such notes at a purchase price in cash equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase; (2) the repurchase date, which shall be no earlier than 30 days and not later than 60 days from the date such notice is mailed; (3) the instructions, determined by Lamar Media, that each holder must follow in order to have such notes repurchased; and (4) the calculations used in determining the amount of Available Asset Sale Proceeds to be applied to the repurchase of such notes. LIMITATION ON ISSUANCES AND SALES OF PREFERRED STOCK BY RESTRICTED SUBSIDIARIES Lamar Media (a) will not permit any of its Restricted Subsidiaries to issue any preferred stock (other than to Lamar Media or a wholly owned Restricted Subsidiary of Lamar Media or as permitted by the first paragraph of "Limitation on Additional Indebtedness and Preferred Stock of Restricted Subsidiaries") and (b) will not permit any person (other than Lamar Media or a wholly owned Restricted Subsidiary of Lamar Media) to own any Preferred Stock of any Restricted Subsidiary of Lamar Media; provided, however, that this covenant shall not prohibit the issuance and sale of (x) all, but not less than all, of the issued and outstanding capital stock of any Restricted Subsidiary of Lamar Media owned by Lamar Media or any of its Restricted Subsidiaries in compliance with the other provisions of the indenture or (y) to the extent mandated by applicable law, directors' qualifying shares or investments by foreign nationals. BOARD ACTION Lamar Media will not take any action required by the indenture to be approved by its board of directors unless concurrently therewith or prior thereto the board of directors, or an authorized board committee thereof, of Lamar Advertising approves such action. PAYMENTS FOR CONSENT Neither Lamar Media nor any of its subsidiaries shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any holder of any notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the indenture or the 63 notes unless such consideration is offered to be paid or agreed to be paid to all holders of the notes which so consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. REPORTS TO HOLDERS So long as Lamar Media is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, it will continue to furnish the information required thereby to the Commission and to the holders of the notes. The indenture provides that even if Lamar Media is entitled under the Exchange Act not to furnish such information to the Commission or to the holders of the notes, they will nonetheless continue to furnish such information to the Commission, holders of the notes and prospective holders of the notes. CHANGE OF CONTROL Upon the occurrence of a Change of Control, Lamar Media shall be obligated to make an offer to purchase (a "Change of Control Offer"), and shall purchase, on a business day (the "Change of Control Purchase Date") not more than 60 nor less than 30 days following the occurrence of the Change of Control, all of the then outstanding notes at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the Change of Control Purchase Date. The Company shall be required to purchase all notes properly tendered pursuant to the Change of Control Offer and not withdrawn. The Change of Control Offer is required to remain open for at least 20 business days and until the close of business on the Change of Control Purchase Date. In order to effect such Change of Control Offer, Lamar Media shall, not later than the 30th day after the occurrence of the Change of Control, mail to each holder of notes notice of the Change of Control Offer, which notice shall govern the terms of the Change of Control Offer and shall state, among other things, the procedures that holders of notes must follow to accept the Change of Control Offer. The occurrence of the events constituting a Change of Control under the indenture will result in an event of default under the bank credit facility and, thereafter, the lenders will have the right to require repayment of the borrowings thereunder in full. Lamar Media's obligations under the bank credit facility will constitute Designated Senior Indebtedness and will represent obligations senior in right of payment to the notes. Consequently, the subordination provisions of the indenture will have the effect of precluding the purchase of the notes by Lamar Media in the event of a Change of Control, absent consent of the lenders under the bank credit facility or repayment of all amounts outstanding thereunder (although the failure by Lamar Media to comply with its obligations in the event of a Change of Control will constitute a default under the notes). There can be no assurance that Lamar Media will have adequate resources to repay or refinance all indebtedness owing under the bank credit facility or to fund the purchase of any notes upon a Change of Control. If Lamar Media or any Restricted Subsidiary has issued any outstanding indebtedness that is subordinated in right of payment to the notes or the guarantee of such Restricted Subsidiary, as the case may be, or Lamar Media or any Restricted Subsidiary has issued any preferred stock, and Lamar Media or such Restricted Subsidiary is required to make a change of control offer or to make a distribution with respect to such subordinated indebtedness or preferred stock in the event of a change of control, Lamar Media or such Restricted Subsidiary shall not consummate any such offer or distribution with respect to such subordinated indebtedness or preferred stock until such time as Lamar Media shall have paid the Change of Control Purchase Price in full to the holders of notes that have accepted Lamar Media's Change of Control Offer and shall otherwise have consummated the Change of Control Offer made to holders of the notes. Lamar Media or any Restricted Subsidiary will not issue indebtedness that is subordinated in right of payment to the notes or the guarantee of such Restricted Subsidiary and Lamar Media will not issue preferred stock with change of control provisions requiring the payment of such indebtedness or preferred stock prior to the payment of the notes in the event of a Change of Control under the indenture. 64 In the event that a Change of Control occurs and the holders of notes exercise their right to require Lamar Media to purchase notes, if such purchase constitutes a "tender offer" for purposes of Rule 14e-1 under the Exchange Act at that time, Lamar Media will comply with the requirements of Rule 14e-1 as then in effect with respect to such repurchase. MERGER, CONSOLIDATION OR SALE OF ASSETS Lamar Media will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets as an entirety to, any person or persons, and Lamar Media will not permit any of its Restricted Subsidiaries to enter into any such transaction or series of transactions if such transaction or series of transactions, in the aggregate, would result in a sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of Lamar Media or Lamar Media and its Restricted Subsidiaries, taken as a whole, to any other person or persons, unless at the time of and after giving effect thereto: (a) either (i) if the transaction or series of transactions is a merger or consolidation, Lamar Media shall be the surviving person of such merger or consolidation, or (ii) the person formed by such consolidation or into which Lamar Media or such Restricted Subsidiary is merged or to which the properties and assets of Lamar Media or such Restricted Subsidiary, as the case may be, are transferred (any such surviving person or transferee person being the "Surviving Entity") shall be a corporation organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall expressly assume by a supplemental indenture executed and delivered to the trustee, in form reasonably satisfactory to the trustee, all the obligations of Lamar Media under the notes and the indenture, and, in each case, the indenture shall remain in full force and effect; and (b) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no default or Event of Default shall have occurred and be continuing and Lamar Media or the surviving entity, as the case may be, after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), could incur $1.00 of additional indebtedness pursuant to the first paragraph of the covenant described under "-- Certain Covenants -- Limitation on Indebtedness" above (assuming a market rate of interest with respect to such additional indebtedness). In connection with any consolidation, merger or transfer of assets contemplated by this provision, Lamar Media shall deliver, or cause to be delivered, to the trustee, in form and substance reasonably satisfactory to the trustee, a certificate signed by two officers and an opinion of counsel, each stating that such consolidation, merger or transfer and the supplemental indenture in respect thereto comply with this provision and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. EVENTS OF DEFAULT The following events are "Events of Default": (a) default in payment of any principal of, or premium, if any, on the notes (whether or not on account of payment blockage provisions as described in "-- Subordination" on page [ ]); (b) default for 30 days in payment of any interest on the notes; (c) default by Lamar Media or any guarantor in the observance or performance of any other covenant in the notes or the indenture for 45 days after written notice from the trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding; 65 (d) default or defaults under one or more agreements, instruments, mortgages, bonds, debentures or other evidences of indebtedness under which Lamar Media or any Restricted Subsidiary of Lamar Media then has outstanding indebtedness in excess of $10 million, individually or in the aggregate, and either (a) such indebtedness is already due and payable in full or (b) such default or defaults have resulted in the acceleration of the maturity of such indebtedness; (e) any final judgment or judgments which can no longer be appealed for the payment of money in excess of $10 million (not covered by insurance) shall be rendered against Lamar Media or any Restricted Subsidiary and shall not be discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect; and (f) certain events involving bankruptcy, insolvency or reorganization of Lamar Media or any Restricted Subsidiary. The trustee may withhold notice to the holders of the notes of any default (except in payment of principal or premium, if any, or interest on the notes) if the trustee considers it to be in the best interest of the holders of the notes to do so. If an Event of Default (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization) shall have occurred and be continuing, then the trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding may declare to be immediately due and payable the entire principal amount of all the notes then outstanding plus accrued interest to the date of acceleration and such amounts shall become immediately due and payable; provided, however, that after such acceleration but before a judgment or decree based on acceleration is obtained by the trustee, the holders of a majority in aggregate principal amount of outstanding notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the indenture; provided further, however, that so long as the bank credit facility shall be in full force and effect, if any Event of Default shall have occurred and be continuing (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization), the notes shall not become due and payable until the earlier to occur of (x) five business days following the delivery of a written notice of such acceleration of the notes to the agent under the bank credit facility and (y) the acceleration of any indebtedness under the bank credit facility. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization shall occur, the principal, premium and interest amount with respect to all of the notes shall be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the notes. The holders of a majority in principal amount of the notes then outstanding shall have the right to waive any existing default or compliance with any provision of the indenture or the notes and to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, subject to certain limitations specified in the indenture. No holder of any note will have any right to institute any proceeding with respect to the indenture or for any remedy thereunder, unless such holder shall have previously given to the trustee written notice of a continuing Event of Default and unless the holders of at least 25% in aggregate principal amount of the outstanding notes shall have made written request and offered reasonable indemnity to the trustee to institute such proceeding as a trustee, and unless the trustee shall not have received from the holders of a majority in aggregate principal amount of the outstanding notes a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. However, such limitations do not apply to a suit instituted for payment on such note on or after the respective due dates expressed in such note. DEFEASANCE AND COVENANT DEFEASANCE Lamar Media may elect either: (a) to defease and be discharged from any and all obligations with respect to the notes (except for the obligations to register the transfer or exchange of such notes, to replace temporary or 66 mutilated, destroyed, lost or stolen notes, to maintain an office or agency in respect of the notes and to hold monies for payment in trust) ("defeasance"); or (b) to be released from its obligations with respect to the notes under certain covenants contained in the indenture some of which are described above under "Covenants" ("covenant defeasance"), upon the deposit with the trustee (or other qualifying trustee), in trust for such purpose, of money and/or United States government obligations which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of, premium, if any, and interest on the notes, on the scheduled due dates therefor or on a selected date of redemption in accordance with the terms of the indenture. Such a trust may only be established if, among other things, Lamar Media has delivered to the trustee an opinion of counsel (as specified in the indenture) (i) to the effect that neither the trust nor the trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended, and (ii) describing either a private ruling concerning the notes or a published ruling of the Internal Revenue Service, to the effect that holders of the notes or persons in their positions will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount and in the same manner and at the same times, as would have been the case if such deposit, defeasance and discharge had not occurred. MODIFICATION OF INDENTURE From time to time, Lamar Media, the guarantors and the trustee may, without the consent of holders of the notes, amend the indenture or the notes or supplement the indenture for certain specified purposes, including providing for uncertificated notes in addition to certificated notes, and curing any ambiguity, defect or inconsistency, or making any other change that does not adversely affect the rights of any holder. Lamar Media, the guarantors and the trustee, with the consent of holders of at least a majority in principal amount of the outstanding notes, may modify or supplement the indenture or the notes, except that no such modification shall, without the consent of each holder affected thereby: (i) reduce the amount of notes whose holders must consent to an amendment, supplement, or waiver to the indenture or the notes; (ii) reduce the rate of or change the time for payment of interest on any note; (iii) reduce the principal of or premium on or change the stated maturity of any note; (iv) make any note payable in money other than that stated in the note; (v) change the amount or time of any payment required by the notes or reduce the premium payable upon any redemption of notes, or change the time before which no such redemption may be made; (vi) waive a default on the payment of the principal of, interest on, or redemption payment with respect to any note; (vii) amend, alter, change or modify the obligation of Lamar Media to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate an Excess Proceeds Offer or waive any default in the performance of any such offers or modify any of the provisions or definitions with respect to any such offers; or (viii) take any other action otherwise prohibited by the indenture to be taken without the consent of each holder affected thereby. COMPLIANCE CERTIFICATE Lamar Media will deliver to the trustee on or before 90 days after the end of its fiscal year and on or before 45 days after the end of each of the first, second and third fiscal quarters in each year a certificate 67 signed by two officers stating whether or not the signers know of any default or Event of Default that has occurred. If they do, the certificate will describe the default or Event of Default and its status. THE TRUSTEE The trustee under the indenture will be the registrar and paying agent with regard to the notes. Except during the continuance of an Event of Default, the trustee will perform only such duties as are specifically set forth in the indenture. During the existence of an Event of Default, the trustee will exercise such rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs. CERTAIN DEFINITIONS Set forth below is a summary of certain of the defined terms used in the covenants contained in the indenture. Reference is made to the indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. "Adjusted Net Assets" of a guarantor at any date shall mean the lesser of (x) the amount by which the fair value of the property of such guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities), but excluding liabilities under the guarantee of such guarantor at such date and (y) the amount by which the present fair salable value of the assets of such guarantor at such date exceeds the amount that will be required to pay the probable liability of such guarantor on its debts (after giving effect to all other fixed and contingent liabilities and after giving effect to any collection from any subsidiary of such guarantor in respect of the obligations of such subsidiary under the guarantee), excluding indebtedness in respect of the guarantee, as they become absolute and matured. "Capitalized Lease Obligations" means indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP, and the amount of such indebtedness shall be the capitalized amount of such obligations determined in accordance with GAAP. "Change of Control" means the occurrence of any of the following events: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), excluding Permitted Holders, is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time, upon the happening of an event or otherwise), directly or indirectly, of more than 35% of the total voting power with respect to the total voting stock of Lamar Advertising; provided, however, that the Permitted Holders (i) "beneficially own" (as so defined) a lower percentage of such total voting power with respect to the voting stock than such other "person" or "group" and (ii) do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of Lamar Advertising; (b) Lamar Media or Lamar Advertising consolidates with, or merges with or into, another person or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any person, or any person consolidates with, or merges with or into, Lamar Media or Lamar Advertising, as the case may be, in any such event pursuant to a transaction in which the outstanding voting stock of Lamar Media or Lamar Advertising, as the case may be, is converted into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding voting stock of Lamar Media or Lamar Advertising, as the case may be, is converted into or exchanged for (1) voting stock (other than Disqualified Capital Stock) of the surviving or transferee corporation or (2) cash, securities and other property in an amount which could then be 68 paid by Lamar Media or Lamar Advertising, as the case may be, as a Restricted Payment under the indenture, or a combination thereof, and (ii) immediately after such transaction no "person" or group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), excluding Permitted Holders, is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time, upon the happening of an event or otherwise), directly or indirectly, of more than 50% of the total voting power with respect to the total voting stock of the surviving or transferee corporation; (c) at any time during any consecutive two-year period, individuals who at the beginning of such period constituted the board of directors of Lamar Advertising (together with any new directors whose election by such board of directors or whose nomination for election by the stockholders of Lamar Advertising was approved by a vote of 66 2/3% of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the board of directors of Lamar Advertising then in office; (d) Lamar Media is liquidated or dissolved or adopts a plan of liquidation; or (e) at any time, Lamar Media ceases to be a direct or indirect wholly owned subsidiary of Lamar Advertising. "Consolidated Interest Expense" means, for any period, the aggregate amount of interest which, in conformity with GAAP, would be set forth opposite the caption "interest expense" or any like caption on an income statement for Lamar Media and its Restricted Subsidiaries on a consolidated basis (including, but not limited to, imputed interest included in Capitalized Lease Obligations, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, the net costs associated with hedging obligations, the interest portion of any deferred payment obligation, amortization of discount or premium, if any, and all other non-cash interest expense (other than interest amortized to cost of sales)) plus, without duplication, all net capitalized interest for such period and all interest incurred or paid under any guarantee of indebtedness (including a guarantee of principal, interest or any combination thereof) of any person, plus an amount equal to the product of (a) the aggregate dividends paid on Disqualified Capital Stock during such period and (b) a fraction, the numerator of which is one and the denominator of which is one minus Lamar Media's then effective combined tax rate, to the extent paid; provided, however, that "Consolidated Interest Expense" shall exclude the amortization of deferred financing fees. "Consolidated Net Income" means, for any period, the aggregate of the net income of Lamar Media and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, however, that: (a) the net income of any person in which Lamar Media or any of its Restricted Subsidiaries has less than a 100% interest (which interest does not cause the net income of such other person to be consolidated into the net income of Lamar Media in accordance with GAAP) shall be included only to the extent of the amount of dividends or distributions paid to Lamar Media or such Restricted Subsidiary; (b) the net income of any Restricted Subsidiary that is subject to any restriction or limitation on the payment of dividends or the making of other distributions (other than pursuant to the notes or the indenture or under the bank credit facility) shall be excluded to the extent of such restriction or limitation, except that to the extent that any such restriction or limitation results solely from covenant limitations under any SBA Indebtedness, there shall not be deducted that portion of such Restricted Subsidiary's Net Income which exceeds the outstanding aggregate principal amount of such SBA Indebtedness; 69 (c) (i) the net income of any person acquired in a pooling of interests transaction for any period prior to the date of such acquisition and (ii) any net gain (but not loss) resulting from an asset sale by Lamar Media or any of its Restricted Subsidiaries other than in the ordinary course of business shall be excluded; and (d) extraordinary gains and losses shall be excluded. "Consolidated Net Tangible Assets" means the book value of the assets of Lamar Media and its Restricted Subsidiaries (other than patents, patent rights, trademarks, trade names, franchises, copyrights, licenses, permits, goodwill and other intangible assets classified as such in accordance with GAAP) after all applicable deductions in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) less all liabilities of Lamar Media and its Restricted Subsidiaries determined in accordance with GAAP. "Designated Senior Indebtedness," as to Lamar Media or any guarantor, as the case may be, means any senior indebtedness (a) under or in respect of the bank credit facility, or (b) which at the time of determination exceeds $10 million in aggregate principal amount (or accreted value in the case of indebtedness issued at a discount) outstanding or available under a committed facility, and (i) which is specifically designated in the instrument evidencing such senior indebtedness as "Designated Senior Indebtedness" and (ii) as to which the trustee has been given written notice of such designation. "Disqualified Capital Stock" means any capital stock of Lamar Media or any Restricted Subsidiary which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the maturity date of the notes, for cash or securities constituting indebtedness. "Interest Rate Agreement" means, for any person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to protect the party indicated therein against fluctuations in interest rates. "Investments" means: (i) directly or indirectly, any advance (other than a deposit of funds in connection with an acquisition provided that either such acquisition is consummated by or through a Restricted Subsidiary or such deposit is returned to the person that made it), account receivable (other than an account receivable arising in the ordinary course of business), loan or capital contribution to (by means of transfers of property to others, payments for property or services for the account or use of others or otherwise), the purchase of any stock, bonds, notes, debentures, partnership or joint venture interests or other securities of, the acquisition, by purchase or otherwise, of all or substantially all of the business or assets or stock or other evidence of beneficial ownership of, any person; and (ii) any Permitted Unrestricted Subsidiary Obligation to the extent it is guaranteed by Lamar Media or a Restricted Subsidiary or otherwise is recourse to or obligates Lamar Media or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof ("Guaranteed Permitted Unrestricted Subsidiary Obligations"). Investments shall exclude extensions of trade credit on commercially reasonable terms in accordance with normal trade practices. "Junior Security" means any securities of Lamar Media or any other person that are (i) equity securities without special covenants or (ii) subordinated in right of payment to all senior indebtedness of Lamar Media or any guarantor, as the case may be, to substantially the same extent as, or to a greater 70 extent than, the notes are subordinated as provided in the indenture, in any event issued pursuant to a court order so providing and as to which: (a) the rate of interest on such securities shall not exceed the effective rate of interest on the notes on the date of the indenture; (b) such securities shall not be entitled to the benefits of covenants or defaults materially more beneficial to the holders of such securities than those in effect with respect to the notes on the date of the indenture; and (c) such securities shall not provide for amortization (including sinking fund and mandatory prepayment provisions) commencing prior to the date six months following the final scheduled maturity date of the senior indebtedness of Lamar Media or guarantor, as the case may be (as modified by the plan of reorganization or readjustment pursuant to which such securities are issued). "Leverage Ratio" means the ratio of (i) the sum of (x) the aggregate outstanding amount of indebtedness of Lamar Media and the Restricted Subsidiaries and (y) except to the extent included in the previous clause (x), the aggregate liquidation preference of any preferred stock of Lamar Media's Restricted Subsidiaries as of the date of determination on a consolidated basis in accordance with GAAP to (ii) Lamar Media's EBITDA for the four full fiscal quarters (the "Four Quarter Period") ending on or prior to the date of determination for which financial statements are available. For purposes of this definition, Lamar Media's "EBITDA" shall be calculated on a pro forma basis after giving effect to any asset sales or asset acquisitions (including, without limitation, any asset acquisition giving rise to the need to make such calculation as a result of Lamar Media or one of the Restricted Subsidiaries (including any person who becomes a Restricted Subsidiary as a result of such asset acquisition) incurring, assuming or otherwise becoming liable for indebtedness and the application of asset sale proceeds) at any time on or subsequent to the first day of the Four Quarter Period and on or prior to the date of determination, as if such asset sale or asset acquisition (including any EBITDA associated with such asset acquisition and including any pro forma expense and cost reductions determined in accordance with Article 11 of Regulation S-X relating to such asset acquisition) occurred on the first day of the Four Quarter Period. "Permitted Asset Swap" means the exchange, in the ordinary course of the outdoor advertising business, of any interest of Lamar Media or any of the Restricted Subsidiaries in any advertising display or displays for a similar interest in an advertising display or displays of a person other than Lamar Media or such Restricted Subsidiary; provided, however, that the aggregate fair market value (as determined in good faith by the board of directors of Lamar Media) of the advertising display or displays being transferred by Lamar Media or such Restricted Subsidiary is not greater than the aggregate fair market value (as determined in good faith by the board of directors of Lamar Media) of the advertising display or displays received by Lamar Media or such Restricted Subsidiary in such exchange. "Permitted Dividend Encumbrances" means encumbrances or restrictions: (a) existing on the issue date of the notes; (b) arising by reason of indebtedness of any Restricted Subsidiary existing at the time such person became a Restricted Subsidiary; provided, however, that such encumbrances or restrictions were not created in anticipation of such person becoming a Restricted Subsidiary and are not applicable to Lamar Media or any of the other Restricted Subsidiaries; (c) arising under indebtedness incurred under the bank credit facility; (d) arising under Refinancing Indebtedness; provided, however, that the terms and conditions of any such restrictions are no less favorable to the holders of notes than those under the indebtedness being refinanced; (e) customary provisions restricting the assignment of any contract or interest of Lamar Media or any Restricted Subsidiary; (f) existing under an agreement relating to SBA Indebtedness; 71 (g) existing under an agreement relating to any Permitted Lien referred to in clause (v) of the definition of Permitted Liens; provided, however, that such encumbrance or restriction only relates to the assets or property subject to such Permitted Lien and having an aggregate fair market value equal to the indebtedness secured thereby; (h) imposed by applicable law; (i) imposed pursuant to a binding agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or of any assets of a Restricted Subsidiary, provided, however, such encumbrances and restrictions apply solely to such capital stock or assets of such Restricted Subsidiary which are the subject of such binding agreement; (j) on cash or other deposits or net worth imposed pursuant to customer contracts entered into in the ordinary course of business; and (k) arising under indebtedness (other than indebtedness described in clauses (b), (c), (d) or (f) above) permitted to be incurred pursuant to the indenture; provided, however, that the terms and conditions of any such encumbrances or restrictions are no more restrictive than the terms and conditions of any encumbrances or restrictions arising under the notes. "Permitted Holders" means (x) any of Charles Switzer, Charles W. Lamar, III, Kevin P. Reilly, Sr., members of their immediate families or any lineal descendant of any of the foregoing and the immediate families of any such lineal descendant, (y) any trust or partnership, to the extent it is for the benefit of any of the foregoing or (z) any person, entity or group of persons controlled by any of the foregoing. "Permitted Investments" means, for any person, Investments made on or after the date of the indenture consisting of: (a) Investments by Lamar Media or by a Restricted Subsidiary in Lamar Media or a Restricted Subsidiary which is a guarantor; (b) Temporary Cash Investments; (c) Investments by Lamar Media or by a Restricted Subsidiary in a person, if as a result of such Investment (i) such person becomes a Restricted Subsidiary which is a guarantor or (ii) such person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Lamar Media or a Restricted Subsidiary which is a guarantor; and (d) an Investment that is made by Lamar Media or a Restricted Subsidiary in the form of any stock, bonds, notes, debentures, partnership or joint venture interests or other securities that are issued by a third party to Lamar Media or such Restricted Subsidiary solely as partial consideration for the consummation of an asset sale that is otherwise permitted under the covenant described under "Limitation on Certain Asset Sales." "Permitted Liens" means: (i) liens existing on the issue date of the notes; (ii) liens on property or assets of, or any shares of stock of, or interests in, or secured debt of, any person existing at the time such person becomes a Restricted Subsidiary or at the time such Person is merged into Lamar Media or any of the Restricted Subsidiaries; provided, however, that such liens are not incurred in connection with, or in contemplation of, such person becoming a Restricted Subsidiary or merging into Lamar Media or any of the Restricted Subsidiaries; (iii) liens securing Refinancing Indebtedness; provided, however, that any such lien does not extend to or cover any property, shares or debt other than the property, shares or debt securing the Indebtedness so refunded, refinanced or extended; (iv) liens in favor of Lamar Media or any of the Restricted Subsidiaries; 72 (v) liens to secure Purchase Money Indebtedness that is otherwise permitted under the indenture; provided, however, that any such lien is created solely for the purpose of securing such Purchase Money Indebtedness and does not extend to or cover any property other than such item of property and any improvements on such item; (vi) statutory liens or landlords', carriers', warehouseman's, mechanics', suppliers', materialmen's, repairmen's or other like liens arising in the ordinary course of business which do not secure any indebtedness and secure obligations with respect to amounts not yet delinquent or being contested in good faith by appropriate proceedings, if a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor; (vii) liens for taxes, assessments or governmental charges that are being contested in good faith by appropriate proceedings; (viii) liens securing Capitalized Lease Obligations permitted to be incurred under clause (v) of the definition of "Permitted Indebtedness," provided, however, that any such lien does not extend to any property other than that subject to the underlying lease; (ix) liens securing senior indebtedness of Lamar Media and the guarantors; (x) Permitted Dividend Encumbrances; and (xi) liens securing indebtedness in an aggregate principal amount not to exceed $1 million outstanding at any time. "Refinancing Indebtedness" means indebtedness that refunds, refinances or extends any indebtedness of Lamar Media or the Restricted Subsidiaries outstanding on the issue date of the notes or other Indebtedness permitted to be incurred by Lamar Media or the Restricted Subsidiaries pursuant to the terms of the indenture (other than pursuant to clauses (i), (iv), (v), (vi) and (vii) of the definition of Permitted Indebtedness), but only to the extent that: (i) the Refinancing Indebtedness is subordinated to the notes to at least the same extent as the indebtedness being refunded, refinanced or extended; (ii) the Refinancing Indebtedness is scheduled to mature either (a) no earlier than the indebtedness being refunded, refinanced or extended, or (b) after the maturity date of the notes; (iii) the portion of the Refinancing Indebtedness that is scheduled to mature on or prior to the maturity date of the notes has a weighted average life to maturity at the time such Refinancing Indebtedness is incurred that is equal to or greater than the weighted average life to maturity of the portion of the indebtedness being refunded, refinanced or extended that is scheduled to mature on or prior to the maturity date of the notes; (iv) such Refinancing Indebtedness is in an aggregate principal amount that is equal to or less than the sum of (a) the aggregate principal amount then outstanding under the indebtedness being refunded, refinanced or extended, (b) the amount of any premium required to be paid in connection with such refunding, refinancing or extension pursuant to the terms of such indebtedness or the amount of any premium reasonably determined by the Board of Directors of Lamar Media as necessary to accomplish such refunding, refinancing or extension by means of a tender offer or privately negotiated purchase and (c) the amount of customary fees, expenses and costs related to the incurrence of such Refinancing Indebtedness; and (v) such Refinancing Indebtedness is incurred by the same person that initially incurred the indebtedness being refunded, refinanced or extended, except that Lamar Media may incur Refinancing Indebtedness to refund, refinance or extend indebtedness of any wholly owned Restricted Subsidiary. "Restricted Payment" means any of the following: (i) the declaration or payment of any dividend or any other distribution or payment on capital stock of Lamar Media or any Restricted Subsidiary or any payment made to the direct or indirect 73 holders (in their capacities as such) of capital stock of Lamar Media or any Restricted Subsidiary (other than (x) dividends or distributions payable solely in capital stock (other than Disqualified Stock) or in options, warrants or other rights to purchase capital stock (other than Disqualified Stock), and (y) in the case of Restricted Subsidiaries of Lamar Media, dividends or distributions payable to Lamar Media or to a wholly owned Restricted Subsidiary); (ii) the purchase, redemption or other acquisition or retirement for value of any capital stock of Lamar Media or any of the Restricted Subsidiaries (other than capital stock owned by Lamar Media or a wholly owned Restricted Subsidiary); (iii) the making of any principal payment on, or the purchase, defeasance, repurchase, redemption or other acquisition or retirement for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, of any indebtedness which is subordinated or pari passu in right of payment to the notes; (iv) the making of any Investment or guarantee of any Investment in any person other than a Permitted Investment; (v) any designation of a Restricted Subsidiary as an Unrestricted Subsidiary to the extent set forth in the definition of Unrestricted Subsidiary; and (vi) forgiveness of any indebtedness of an affiliate of Lamar Media (other than a wholly owned Restricted Subsidiary) to Lamar Media or a Restricted Subsidiary. For purposes of determining the amount expended for Restricted Payments, cash distributed or invested shall be valued at the face amount thereof and property other than cash shall be valued at its fair market value. "Restricted Subsidiary" means a subsidiary of Lamar Media other than an Unrestricted Subsidiary and includes all of the subsidiaries of Lamar Media existing as of the issue date of the notes (other than Missouri Logos, a Partnership). The board of directors of Lamar Media may designate any Unrestricted Subsidiary or any person that is to become a subsidiary of Lamar Media as a Restricted Subsidiary if immediately after giving effect to such action (and treating any Acquired indebtedness as having been incurred at the time of such action), Lamar Media could have incurred at least $1.00 of additional indebtedness (other than Permitted Indebtedness) pursuant to the "Limitation on Additional Indebtedness" covenant and no Default or Event of Default shall have occurred and be continuing. "SBA Indebtedness" means indebtedness incurred pursuant to the United States Small Business Administration Disaster Relief Loan program or any similar loan program; provided, however, that such indebtedness shall at all times be prepayable without penalty at the option of the obligor. "Temporary Cash Investments" or "cash equivalents" mean: (i) Investments in marketable, direct obligations issued or guaranteed by the United States of America, or of any governmental agency or political subdivision thereof, maturing within 365 days of the date of purchase; (ii) Investments in certificates of deposit issued by a bank organized under the laws of the United States of America or any state thereof or the District of Columbia, in each case having capital, surplus and undivided profits totaling more than $500,000,000 and rated at least A by Standard & Poor's Corporation and A-2 by Moody's Investors Service, Inc., maturing within 365 days of purchase; or (iii) Investments not exceeding 365 days in duration in money market funds that invest substantially all of such funds' assets in the Investments described in the preceding clauses (i) and (ii). 74 "Unrestricted Subsidiary" means (a) any subsidiary of an Unrestricted Subsidiary and (b) any subsidiary of Lamar Media which is classified after the issue date of the notes as an Unrestricted Subsidiary by a resolution adopted by the board of directors of Lamar Media, but only so long as: (i) no portion of the indebtedness or any other obligation (contingent or otherwise) of such Unrestricted Subsidiary (other than obligations in respect of performance and surety bonds and in respect of reimbursement obligations for undrawn letters of credit supporting insurance arrangements and performance and surety bonds, each incurred in the ordinary course of business and not as part of a financing transaction (collectively, "Permitted Unrestricted Subsidiary Obligations")) (A) is guaranteed by Lamar Media or any Restricted Subsidiary, (B) is recourse to or obligates Lamar Media or any Restricted Subsidiary of Lamar Media, directly or indirectly, contingently or otherwise, to satisfaction thereof; (ii) such Unrestricted Subsidiary has no indebtedness or any other obligation (other than Permitted Unrestricted Subsidiary Obligations) that, if in default in any respect (including a payment default), would permit (upon notice, lapse of time or both) any holder of any other indebtedness of Lamar Media or its Restricted Subsidiaries to declare a default on such other indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (iii) no Default or Event of Default shall have occurred and be continuing. Any designation of a subsidiary as an Unrestricted Subsidiary shall be deemed a Restricted Payment in an amount equal to the fair market value of such subsidiary (as determined in good faith by the board of directors of Lamar Media) and any such designation shall be permitted only if it complies with the provisions of "Limitation on Restricted Payments." The trustee shall be given prompt notice by Lamar Media of each resolution adopted by the board of directors of Lamar Media under this provision, together with a copy of each such resolution adopted. EXCHANGE OFFER AND REGISTRATION RIGHTS AGREEMENT We and our subsidiary guarantors entered into a registration rights agreement with the initial purchasers of the original notes on their issuance date. In that agreement, we agreed for the benefit of the holders of the original notes that we would use our reasonable best efforts to file with the Commission and cause to become effective a registration statement, of which this prospectus is a part, relating to an offer to exchange the original notes for the exchange notes. When the Commission declares the exchange offer registration statement effective, we will offer the exchange notes in return for the original notes. The exchange offer will remain open for at least 20 business days after the date we mail notice of the exchange offer to noteholders. For each note surrendered to us under the exchange offer, the noteholder will receive an exchange note of equal principal amount. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the notes or, if no interest has been paid on the notes, from the closing date. If applicable interpretations of the staff of the Commission do not permit us to effect the exchange offer, we will use our reasonable best efforts to cause to become effective a shelf registration statement relating to resales of the original notes and to keep that shelf registration statement effective until the expiration of the time period referred to in Rule 144(k) under the Securities Act, or such shorter period that will terminate when all notes covered by the shelf registration statement have been sold. We will, in the event of such a shelf registration, provide to each noteholder copies of the prospectus that is a part of the shelf registration statement, notify each noteholder when the shelf registration statement has become effective and take certain other actions to permit resales of the notes. A noteholder that sells notes under the shelf registration statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to such a noteholder (including certain indemnification obligations). 75 If the exchange offer is not completed (or, if required, the shelf registration statement is not declared effective) on or before November 19, 2003 (the "Target Registration Date"), the annual interest rate borne by the notes will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the exchange offer is completed or the shelf registration statement is declared effective, up to a maximum of 1.00% per annum of additional interest. If we effect the exchange offer, we will be entitled to close the exchange offer 20 business days after its commencement, provided, that we have accepted all notes validly surrendered in accordance with the terms of the exchange offer. Notes not tendered in the exchange offer shall bear interest at the rate set forth on the cover page of this prospectus and be subject to all the terms and conditions specified in the indenture, including transfer restrictions. The preceding is a summary of the material provisions of the registration rights agreement, a copy of which is available from us upon request. BOOK-ENTRY SETTLEMENT AND CLEARANCE THE GLOBAL NOTES The exchange notes will be issued in the form of one or more registered notes in global form, without interest coupons, which we refer to as the global notes. Upon issuance, the global notes will be deposited with the trustee as custodian for The Depository Trust Company ("DTC"), as the depository, and registered in the name of Cede & Co., as nominee of DTC. Ownership of beneficial interests in the global notes will be limited to persons who have accounts with DTC, which are called DTC participants, or persons who hold interests through DTC participants. We expect that under procedures established by DTC: - upon deposit of the global notes with DTC's custodian, DTC will credit portions of the principal amount of the global notes to the accounts of the DTC participants designated by the initial purchasers; and - ownership of beneficial interests in the global notes will be shown on, and transfer of ownership of those interests will be effected only through, records maintained by DTC (with respect to interests of DTC participants) and the records of DTC participants (with respect to other owners of beneficial interests in the global note). Beneficial interests in the global notes may not be exchanged for notes in physical, certificated form except in the limited circumstances described below in the "-- Certificated Notes" section. BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTES All interests in the global notes will be subject to the operations and procedures of DTC, which are summarized below. The operations and procedures of each settlement system are controlled by that settlement system and may be changed at any time. Neither we nor the initial purchasers are responsible for those operations or procedures. DTC has advised us that it is: - a limited purpose trust company organized under the laws of the State of New York; - a "banking organization" within the meaning of the New York State Banking Law; - a member of the Federal Reserve System; 76 - a "clearing corporation" within the meaning of the Uniform Commercial Code; and - a "clearing agency" registered under Section 17A of the Securities Exchange Act of 1934. DTC holds securities for its participants and facilitates the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC's participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC's system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC. So long as DTC's nominee is the registered owner of the global notes, that nominee will be considered the sole owner or holder of the notes represented by the global notes for all purposes under the indenture. Except as provided below, owners of beneficial interests in the global notes: - will not be entitled to have notes represented by the global notes registered in their names; - will not receive or be entitled to receive physical, certificated notes; and - will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture. As a result, each investor who owns a beneficial interest in the global notes must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest). Investors who are not "United States persons," as defined under the Securities Act, who purchased original notes in reliance on Regulation S hold their interests in the original notes through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations which are participants in such systems. Euroclear and Clearstream are direct participants in the DTC system. We understand that Euroclear and Clearstream each maintains records of the beneficial interests of their account holders and facilitate the clearance and settlement of securities transactions by electronic book-entry transfer among their respective account holders. Payments of principal, premium (if any) and interest with respect to the exchange notes represented by the global notes will be made by the trustee to DTC's nominee as the registered holder of the global note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in the global notes, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests. Payments by participants and indirect participants in DTC to the owners of beneficial interests in the global notes will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC. Except for trades involving only Euroclear and Clearstream participants, interests in the global notes will trade in DTC's settlement system and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its participants. Transfers between participants in DTC will be effected under DTC's procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in the ordinary way under the rules and operating procedures of those systems. Cross-market transfers between DTC participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositories for Euroclear and Clearstream. To deliver or receive an interest in a global note held in a 77 Euroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transaction meets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, and making or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositories that are acting for Euroclear or Clearstream. Because of time zone differences, the securities account of a Euroclear or Clearstream participant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the sale of an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following the DTC settlement date. Although DTC, Euroclear and Clearstream have agreed to the above procedures to facilitate transfers of interests in the global notes among participants in those settlement systems, they are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations. CERTIFICATED NOTES Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the exchange notes only if: - DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days; - DTC ceases to be registered as a clearing agency under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 90 days; - we, at our option, notify the trustee that we elect to cause the issuance of certificated notes; or - certain other events provided in the indenture should occur. MATERIAL U.S. FEDERAL TAX CONSIDERATIONS The following is a summary of the material United States federal income tax consequences of the exchange of original notes for exchange notes and of the ownership and disposition of the exchange notes. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), administrative pronouncements, judicial decisions and final, temporary and proposed regulations, all of which are subject to change. Any such change could be applied retroactively in a way that could cause the tax consequences to differ from the consequences described below, possibly with adverse effect. This summary applies only to persons who hold the original notes and the exchange notes as capital assets within the meaning of Section 1221 of the Code (that is, for investment purposes). This summary does not discuss all aspects of United States federal income taxation that may be relevant to holders in light of their special circumstances or that may be relevant to holders subject to special tax rules (such as banks, thrifts, and other financial institutions, insurance companies, tax-exempt organizations, regulated investment companies, real estate investment trusts or real estate mortgage investment conduits, financial asset securitization investment trusts, dealers in securities or currencies, persons who hold the notes through a partnership or other pass-through entity, persons subject to alternative minimum tax, persons holding the notes as a part of a hedge, straddle, conversion, constructive sale or other integrated transaction, persons whose functional currency is not the U.S. dollar, or persons who have ceased to be U.S. citizens or to be taxed as resident aliens). This summary also does not discuss any tax consequences 78 arising under the United States federal estate and gift tax laws or the law of any state, local, foreign or other taxing jurisdiction. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR CONCERNING THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR SITUATION, OF THE EXCHANGE OF THE ORIGINAL NOTES FOR THE EXCHANGE NOTES AND THE OWNERSHIP AND DISPOSITION OF THE EXCHANGE NOTES, AS WELL AS ANY CONSEQUENCES ARISING UNDER UNITED STATES FEDERAL ESTATE AND GIFT TAX LAWS AND THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION. As used this summary, the term "U.S. holder" means a beneficial owner of a note that is for United States federal income tax purposes: - a citizen or resident of the United States; - a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of any political subdivision thereof; - an estate, the income of which is subject to United States federal income tax regardless of its source; or - a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if a valid election is in place to treat the trust as a United States person. As used in this summary, the term "non-U.S. holder" means a beneficial owner of a note that is not a U.S. holder. TAX CONSEQUENCES TO U.S. HOLDERS EXCHANGE OFFER The exchange of the original notes for the exchange notes in connection with the exchange offer will not be a taxable sale or exchange for U.S. federal income tax purposes. Accordingly, - holders will not recognize taxable gain or loss as a result of the exchange; - the adjusted tax basis of an exchange note immediately after the exchange will be the same as the adjusted tax basis of the original note exchanged therefor immediately before the exchange; and - the holding period of the exchange note will include the holding period of the original note. Further, market discount or bond premium (as discussed below) applicable to the original notes will carry over to the exchange notes. STATED INTEREST PAYMENTS ON THE EXCHANGE NOTES Stated interest payments on the exchange notes will generally be taxable as ordinary interest income at the time the interest accrues or is received in accordance with a holder's regular method of accounting for federal income tax purposes. MARKET DISCOUNT If a holder acquires an exchange note (or purchased an original note which such holder exchanges for an exchange note) for an amount that is less than its stated principal amount, the difference will be treated as "market discount" (unless such difference is less than a statutorily defined de minimis amount), and the exchange note will be subject to the market discount rules. The holder of an exchange note that is 79 subject to the market discount rules will be required to treat any full or partial principal payment or any gain recognized on the maturity, sale or other disposition of the note as ordinary income, to the extent that such gain does not exceed the accrued market discount on the note. The amount of market discount treated as having accrued will be determined either: - on a straight-line basis by multiplying the market discount times a fraction, the numerator of which is the number of days the note was held by the holder and the denominator of which is the total number of days after the date such holder acquired the note up to (and including) the note's maturity date, or - if the holder so elects, on a constant interest rate method. The holder of an exchange note subject to the market discount rules may elect to include market discount in income currently, through the use of either the straight-line inclusion method or the elective constant interest rate method, in lieu of recharacterizing gain upon disposition as ordinary income to the extent of accrued market discount at the time of disposition. Once made, this election will apply to all debt instruments with market discount acquired by the electing holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the Internal Revenue Service (IRS). If an election is made to include market discount on a debt instrument in income currently, the basis of the debt instrument in the hands of the holder will be increased by the market discount thereon as it is included in income. A holder who does not elect to include the market discount on an exchange note in income currently may be required to defer interest expense deductions for a portion of the interest paid on indebtedness incurred or continued to purchase or carry such note, until the maturity of the note, its earlier disposition in a taxable transaction or, if the holder so elects, a subsequent taxable year in which sufficient interest income exists with respect to the exchange note. AMORTIZABLE BOND PREMIUM If a holder purchases an exchange note (or purchased an original note which such holder exchanges for an exchange note) for an amount in excess of all amounts payable on the note after the purchase date, other than payments of stated interest, the excess will constitute bond premium. A holder generally may elect to amortize bond premium on a constant yield method over the remaining term of the exchange note by offsetting stated interest allocable to an accrual period with bond premium allocable to that period when the holder takes the interest into income under the holder's regular method of accounting. Since the exchange notes are redeemable at our option on or after January 1, 2008 (see "Description of the Exchange Notes -- Optional Redemption"), a holder must determine the yield and maturity of the exchange notes for purposes of calculating and amortizing bond premium by assuming that we will exercise our option to redeem the holder's notes in a manner that maximizes the holder's yield. If we do not exercise our option to redeem the exchange note in the manner assumed, then solely for purposes of calculating and amortizing any remaining bond premium, the holder must treat the exchange note as retired and reissued on the deemed redemption date for its adjusted acquisition price as of that date. The adjusted acquisition price of the exchange note is the holder's initial investment in the exchange note or the original note, decreased by the amount of any payments, other than qualified stated interest payments, received with respect to such note and any bond premium previously amortized by the holder. Once made, the election to amortize bond premium on a constant yield method applies to all debt instruments (other than debt instruments the interest on which is excludable from gross income) held or subsequently acquired by the holder on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS. 80 SALE, EXCHANGE OR RETIREMENT OF EXCHANGE NOTES A holder of an exchange note will recognize gain or loss upon the sale, redemption, retirement or other disposition of the note equal to the difference between: - the amount of cash and the fair market value of any property received (except to the extent attributable to accrued interest) and - the holder's adjusted tax basis in the note. A holder's adjusted tax basis in an exchange note generally will equal such holder's initial investment in the original note or the exchange note, increased by any accrued market discount previously included in income and decreased by the amount of any payments, other than qualified stated interest payments, received with respect to such note and any amortized bond premium. If a holder disposes of an exchange note between interest payment dates, a portion of the amount received represents interest accrued to the date of disposition and must be reported as ordinary interest income, and not as proceeds from the disposition, in accordance with the holder's regular method of accounting for federal income tax purposes. Subject to the market discount rules discussed above, any gain or loss recognized by a holder on the disposition of an exchange note generally will be capital gain or loss and will be long-term capital gain or loss if the holder's holding period is more than one year. Under current law, holders who are individuals generally are taxed on long-term capital gains at a maximum marginal rate of 20%; corporate holders are taxed on long-term capital gains at a maximum marginal rate of 35%. The deductibility of capital losses is subject to limitations. UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS The following discussion applies only to non-U.S. holders. This discussion does not address all aspects of United States federal income taxation that may be relevant to such non-U.S. holders in light of their special circumstances. For example, special rules may apply to a non-U.S. holder that is a "controlled foreign corporation," "passive foreign investment company" or "foreign personal holding company," and such holders should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them. EXCHANGE OFFER The exchange of the original notes for the exchange notes in the exchange offer will not be a taxable sale or exchange for U.S. federal income tax purposes. INTEREST PAYMENTS ON THE EXCHANGE NOTES Subject to the discussion below concerning effectively connected income and backup withholding, the 30% United States federal withholding tax will not apply to any payment of interest on the exchange notes provided that: - the holder does not own actually or constructively 10% or more of the total combined voting power of Lamar Media; - the holder is not a controlled foreign corporation related to Lamar Media through actual or constructive stock ownership; - the holder is not a bank whose receipt of interest on the exchange notes is described in Section 881(c)(3)(A) of the Internal Revenue Code; and - either - the holder provides the holder's name and address on an IRS Form W-8BEN (or other applicable form), and certifies, under penalty of perjury that the holder is not a United States person, or 81 - a financial institution holding the notes on the holder's behalf certifies, under penalty of perjury, that it has received an IRS Form W-8BEN (or other applicable form) from the beneficial owner and provides a copy or, in the case of certain foreign intermediaries, satisfies other certification requirements under the applicable U.S. Treasury regulations. Special certification requirements apply to certain non-U.S. holders that are entities rather than individuals. If a holder cannot satisfy the requirements described above, payments of interest (including original issue discount) made to the holder will be subject to the 30% United States federal withholding tax, unless the holder qualifies for a reduced rate of withholding under a tax treaty or the payments are exempt from withholding because they are effectively connected with the holder's conduct of a trade or business in the United States (or, where a tax treaty applies, are attributable to a United States permanent establishment maintained by the holder) and the holder satisfies the applicable certification and disclosure requirements. In order to claim a reduction in or exemption from the 30% withholding tax under an applicable tax treaty, a holder must provide a properly executed IRS Form W-8BEN (or a suitable substitute form). A holder must provide an IRS Form W-8ECI (or a suitable substitute form) in order to claim that the interest payments are exempt from the withholding tax because they are effectively connected with the holder's conduct of a trade or business in the United States. A non-U.S. holder eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by filing an appropriate claim for refund with the IRS. SALE, EXCHANGE OR RETIREMENT OF THE EXCHANGE NOTES Subject to the discussion below concerning effectively connected income and backup withholding, a holder will not be subject to U.S. federal income tax on any gain (including gain attributable to market discount) realized on the sale, exchange or retirement of an exchange note unless the holder is an individual who is present in the U.S. for at least 183 days during the year of disposition of the exchange note and other conditions are satisfied. EFFECTIVELY CONNECTED INCOME If a holder is engaged in a trade or business in the United States and the holder's investment in an exchange note is effectively connected with such trade or business, the holder will be exempt from the 30% withholding tax on interest (provided a certification requirement, generally on IRS Form W-8ECI, is met) and will instead generally be subject to regular U.S. federal income tax on a net income basis on any interest and gain with respect to the exchange notes in the same manner as if the holder were a U.S. Holder. In addition, if the holder is a foreign corporation, the holder may be subject to a branch profits tax of 30% (or the lower rate provided by an applicable income tax treaty) of the holder's earnings and profits for the taxable year that are effectively connected with the holder's conduct of a trade or business in the United States. If the holder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax only if it is also attributable to a permanent establishment maintained by the holder in the United States. INFORMATION REPORTING AND BACKUP WITHHOLDING Interest and principal payments on, and proceeds received from the sale of, an exchange note generally will be reported to U.S. holders, other than certain exempt recipients, such as corporations, on Internal Revenue Service Form 1099. In addition, a backup withholding tax may apply to those amounts if the U.S. holder fails to furnish the payor with a correct taxpayer identification number or other required certification or fails to report interest or dividends required to be shown on the holder's federal income tax returns. 82 In general, a non-U.S. holder will not be subject to backup withholding with respect to interest or principal payments on the exchange notes if such holder has provided the statement described above under "-- United States Federal Income Tax Consequences to Non-U.S. Holders -- Interest Payments on the Exchange Notes" and the payor does not have actual knowledge or reason to know that such holder is a U.S. person. In addition, a non-U.S. holder will not be subject to backup withholding with respect to the proceeds of the sale of an exchange note made within the United States or conducted through certain United States financial intermediaries if the payor receives the statement described above and does not have actual knowledge or reason to know that such holder is a United States person or such holder otherwise establishes an exemption. Non-U.S. holders should consult their tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of exemptions and the procedure for obtaining such exemptions, if available. Backup withholding is not an additional tax, and amounts withheld as backup withholding will be allowed as a refund or credit against a holder's federal income tax liability, provided that the required information is furnished to the IRS. PLAN OF DISTRIBUTION Based on interpretations by the staff of the Division of Corporation Finance of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to this exchange offer in exchange for original notes generally may be offered for resale, resold or otherwise transferred by holders without compliance with the registration and prospectus delivery provisions of the Securities Act of 1933 if the exchange notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in a distribution of such exchange notes. We did not, and do not intend to, request an interpretation from the SEC with respect to resales of the exchange notes, and we cannot be sure that the staff of the Division of Corporation Finance of the SEC would make a similar determination with respect to the resale of the exchange notes as it did in those interpretative letters to third-parties. Broker-dealers receiving exchange notes in the exchange offer will be subject to a prospectus delivery requirement with respect to resales of such exchange notes. Any holder that is an "affiliate" of ours or a broker-dealer that acquired original notes directly from us or that otherwise cannot rely upon such interpretations must comply with the registration and prospectus delivery requirements of the Securities Act in order to resell the original notes and will not be permitted or entitled to exchange original notes in the exchange offer. Based on the position taken by the staff of the Division of Corporation Finance of the SEC in the no-action letters referred to above, we believe that broker-dealers who acquired original notes for their own accounts, as a result of market-making activities or other trading activities, may fulfill their prospectus delivery requirements with respect to the exchange notes received upon exchange of such original notes (other than original notes which represent an unsold allotment from the original sale of the original notes) with a prospectus meeting the requirements of the Securities Act of 1933, which may be the prospectus prepared for an exchange offer so long as it contains a description of the plan of distribution with respect to the resale of such exchange notes. Accordingly, this prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where those original notes were acquired as a result of market-making activities or other trading activities. However, a broker-dealer who intends to use this prospectus in connection with the resale of exchange notes received in exchange for original notes pursuant to this exchange offer, must notify us or cause us to be notified, on or prior to the expiration of this exchange offer, that it is a broker-dealer. Such notice may be given in the space provided for in the letter of transmittal or may be delivered to the exchange agent. Further, each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. We have agreed that, for a period of 180 days after the exchange offer has been completed, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The 180-day period may be 83 suspended (to be offset by a commensurate extension) in the event of a possible acquisition, business combination or other transaction involving us or if it becomes necessary for us to amend or supplement such prospectus. If we suspend use of the prospectus, we may require broker-dealers to discontinue the sale or other disposition of the exchange notes for a period of not more than 20 days in any 12-month period. We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any such exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The initial purchaser and its respective affiliates perform various commercial banking and investment banking services for us on a regular basis. LEGAL MATTERS The validity of the exchange notes offered hereby will be passed upon for us by Palmer & Dodge LLP, Boston, Massachusetts. Palmer & Dodge LLP will deliver an opinion stating that the notes and the guarantees will be binding obligations of Lamar Media and the guarantors, respectively. In rendering its opinion, Palmer & Dodge LLP will rely on the opinion of Cahill Gordon & Reindel with respect to matters of New York law and on the opinion of Kean, Miller, Hawthorne, D'Armond, McCowan & Jorman, L.L.P. with respect to certain matters pertaining to the subsidiary guarantors. EXPERTS The consolidated financial statements of Lamar Advertising Company and subsidiaries and Lamar Media Corp. and subsidiaries as of December 31, 2002 and 2001, and for each of the years in the three-year period ended December 31, 2002 have been included in this registration statement in reliance upon the reports of KPMG LLP, independent accountants, and upon the authority of said firm as experts in accounting and auditing. The audit reports covering the 2002 consolidated financial statements refer to the adoption of the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001 and the full adoption of SFAS No. 142 on January 1, 2002. AVAILABLE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of these documents at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available on the SEC's website at http://www.sec.gov. Copies of certain information filed by us with the SEC are also available on our parent's website at http://www.lamar.com. This website is not part of this prospectus. 84 We have filed a registration statement on Form S-4, of which this prospectus is a part, with the SEC relating to the exchange notes to be issued in the exchange offer. For further information on us, the notes and the exchange offer, you should refer to the registration statement and its exhibits. This prospectus discusses material provisions of our indenture dated December 23, 2002 entered into with Wachovia Bank of Delaware, National Association, as trustee. Because the prospectus may not contain all the information that you may find important, you should review the full text of the indenture and other documents we have incorporated by reference into the registration statement. You should rely only on the information provided in this prospectus or any supplement. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of these documents. 85 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2002: Lamar Advertising Company and Subsidiaries Independent auditors' report................................ F-2 Consolidated balance sheets as of December 31, 2002 and 2001...................................................... F-3 Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000.......................... F-4 Consolidated statements of stockholders' equity for the years ended December 31, 2002, 2001 and 2000.............. F-5 Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000.......................... F-6 Notes to consolidated financial statements.................. F-7 Schedule 2 -- Valuation and Qualifying Accounts years ended December 31, 2002, 2001 and 2000.......................... F-28 Lamar Media Corp. and Subsidiaries Independent auditors' report................................ F-29 Consolidated balance sheets as of December 31, 2002 and 2001...................................................... F-30 Consolidated statements of operations for the years ended December 31, 2002, 2001 and 2000.......................... F-31 Consolidated statements of stockholder's equity for the years ended December 31, 2002, 2001 and 2000.............. F-32 Consolidated statements of cash flows for the years ended December 31, 2002, 2001 and 2000.......................... F-33 Notes to consolidated financial statements.................. F-34 Schedule 2 -- Valuation and Qualifying Accounts years ended December 31, 2002, 2001 and 2000.......................... F-40 FOR THE PERIOD ENDED MARCH 31, 2003: Lamar Advertising Company and Subsidiaries Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 (unaudited)......................... F-41 Condensed Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 (unaudited).... F-42 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 (unaudited).... F-43 Notes to Condensed Consolidated Financial Statements (unaudited)............................................... F-44 Lamar Media Corp. and Subsidiaries Condensed Consolidated Balance Sheets as of March 31, 2003 and December 31, 2002 (unaudited)......................... F-49 Condensed Consolidated Statements of Operations for the three months ended March 31, 2003 and 2002 (unaudited).... F-50 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002 (unaudited).... F-51 Notes to Condensed Consolidated Financial Statements (unaudited)............................................... F-52
F-1 INDEPENDENT AUDITORS' REPORT Board of Directors Lamar Advertising Company: We have audited the accompanying consolidated balance sheets of Lamar Advertising Company and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 2002. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lamar Advertising Company and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1(d) to the consolidated financial statements, effective July 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001. The provisions of SFAS No. 142 were fully adopted on January 1, 2002. /s/ KPMG LLP KPMG LLP New Orleans, Louisiana February 5, 2003, except as to Note 8 which is as of March 7, 2003 F-2 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, --------------------------- 2002 2001 ------------ ------------ (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ASSETS Current assets: Cash and cash equivalents................................. $ 15,610 $ 12,885 Cash on deposit for debt extinguishment (note 8).......... 266,657 -- Receivables, net of allowance for doubtful accounts of $4,914 in 2002 and 2001................................. 92,382 95,135 Prepaid expenses.......................................... 30,091 27,176 Deferred income tax asset................................. 6,428 5,945 Other current assets...................................... 7,315 8,019 ---------- ---------- Total current assets........................................ 418,483 149,160 ---------- ---------- Property, plant and equipment (note 4)...................... 1,850,657 1,777,399 Less accumulated depreciation and amortization............ (566,889) (451,686) ---------- ---------- Net property, plant and equipment........................... 1,283,768 1,325,713 ---------- ---------- Goodwill (note 5)........................................... 1,178,428 1,134,760 Intangible assets (note 5).................................. 988,953 1,044,715 Other assets................................................ 18,474 17,304 ---------- ---------- Total assets................................................ $3,888,106 $3,671,652 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable.................................... $ 10,051 $ 10,048 Current maturities of long-term debt (note 8)............. 4,687 66,559 Current maturities related to debt extinguishment (note 8)...................................................... 255,000 -- Accrued expenses (note 7)................................. 38,881 33,674 Deferred income........................................... 13,942 11,618 ---------- ---------- Total current liabilities................................... 322,561 121,899 Long-term debt (note 8)..................................... 1,734,746 1,745,026 Deferred income taxes (note 9).............................. 114,260 124,782 Other liabilities........................................... 7,366 7,724 ---------- ---------- Total liabilities........................................... 2,178,933 1,999,431 ---------- ---------- Stockholders' equity (note 11): Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized 5,720 shares; 5,719 shares issued and outstanding at 2002 and 2001.......... -- -- Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized, 0 shares issued and outstanding at 2002 and 2001............................ -- -- Class A common stock, par value $.001, 175,000,000 shares authorized, 85,077,038 and 82,899,800 shares issued and outstanding at 2002 and 2001, respectively.............. 85 83 Class B common stock, par value $.001, 37,500,000 shares authorized, 16,417,073 and 16,611,835 shares issued and outstanding at 2002 and 2001, respectively.............. 16 17 Additional paid-in capital................................ 2,036,709 1,963,065 Accumulated deficit....................................... (327,637) (290,944) ---------- ---------- Stockholders' equity........................................ 1,709,173 1,672,221 ---------- ---------- Total liabilities and stockholders' equity.................. $3,888,106 $3,671,652 ========== ==========
See accompanying notes to consolidated financial statements. F-3 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, ------------------------------------------------- 2002 2001 2000 --------------- -------------- -------------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Net revenues:........................................ $ 775,682 $ 729,050 $ 687,319 ------------ ----------- ----------- Operating expenses: Direct advertising expenses........................ 274,772 251,483 217,465 General and administrative expenses................ 167,182 151,048 138,072 Depreciation and amortization...................... 277,893 355,529 318,096 Gain on disposition of assets...................... (336) (923) (986) ------------ ----------- ----------- 719,511 757,137 672,647 ------------ ----------- ----------- Operating income (loss)............................ 56,171 (28,087) 14,672 Other expense (income): Loss on early extinguishment of debt............... 5,850 -- -- Interest income.................................... (929) (640) (1,715) Interest expense................................... 107,272 126,861 147,607 ------------ ----------- ----------- 112,193 126,221 145,892 ------------ ----------- ----------- Loss before income taxes............................. (56,022) (154,308) (131,220) Income tax benefit (note 9).......................... (19,694) (45,674) (37,115) ------------ ----------- ----------- Net loss............................................. (36,328) (108,634) (94,105) Preferred stock dividends............................ 365 365 365 ------------ ----------- ----------- Net loss applicable to common stock.................. $ (36,693) $ (108,999) $ (94,470) ============ =========== =========== Net loss per common share -- basic and diluted....... $ (0.36) $ (1.11) $ (1.04) ============ =========== =========== Weighted average common shares outstanding........... 101,089,215 98,566,949 91,164,884 Incremental common shares from dilutive stock options............................................ -- -- -- Incremental common shares from convertible debt...... -- -- -- ------------ ----------- ----------- Weighted average common shares assuming dilution..... 101,089,215 98,566,949 91,164,884 ============ =========== ===========
See accompanying notes to consolidated financial statements. F-4 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
SERIES AA CLASS A CLASS A CLASS B ADDITIONAL PREFERRED PREFERRED COMMON COMMON PAID-IN ACCUMULATED STOCK STOCK STOCK STOCK CAPITAL DEFICIT TOTAL --------- --------- ------- ------- ---------- ----------- ---------- (IN THOUSANDS, EXCEPT PER SHARE DATA) BALANCE, DECEMBER 31, 1999....... $ -- -- 71 17 1,478,916 (87,475) 1,391,529 Issuance of 4,238,416 shares of common stock in acquisitions................. -- -- 4 -- 185,599 -- 185,603 Exercise of stock options...... -- -- -- -- 7,471 -- 7,471 Conversion of 449,997 shares of Class B common stock to Class A common stock......... -- -- -- -- -- -- -- Issuance of 37,510 shares of common stock through employee purchase plan................ -- -- -- -- 1,261 -- 1,261 Issuance of 4,500,000 shares of common stock for cash........ -- -- 5 -- 198,056 -- 198,061 Net loss....................... -- -- -- -- -- (94,105) (94,105) Dividends ($63.80 per preferred share)....................... -- -- -- -- -- (365) (365) ----- ---- -- --- --------- -------- ---------- BALANCE, DECEMBER 31, 2000....... $ -- -- 80 17 1,871,303 (181,945) 1,689,455 Issuance of 725,000 shares of common stock in acquisitions................. -- -- 1 -- 28,999 -- 29,000 Exercise of stock options...... -- -- 1 -- 12,941 -- 12,942 Conversion of 388,165 shares of Class B common stock to Class A common stock......... -- -- -- -- -- -- -- Issuance of 59,599 shares of common stock through employee purchase plan................ -- -- -- -- 1,823 -- 1,823 Issuance of 1,200,000 shares of common stock for cash........ -- -- 1 -- 47,999 -- 48,000 Net loss....................... -- -- -- -- -- (108,634) (108,634) Dividends ($63.80 per preferred share)....................... -- -- -- -- -- (365) (365) ----- ---- -- --- --------- -------- ---------- BALANCE, DECEMBER 31, 2001....... $ -- -- 83 17 1,963,065 (290,944) 1,672,221 Issuance of 1,405,464 shares of common stock in acquisitions................. -- -- 1 -- 56,099 -- 56,100 Exercise of stock options...... -- -- -- -- 15,722 -- 15,722 Conversion of 194,762 shares of Class B common stock to Class A common stock......... -- -- 1 (1) -- -- -- Issuance of 61,424 shares of common stock through employee purchase plan................ -- -- -- -- 1,823 -- 1,823 Net loss....................... -- -- -- -- -- (36,328) (36,328) Dividends ($63.80 per preferred share)....................... -- -- -- -- -- (365) (365) ----- ---- -- --- --------- -------- ---------- BALANCE, DECEMBER 31, 2002....... $ -- -- 85 16 2,036,709 (327,637) 1,709,173 ===== ==== == === ========= ======== ==========
See accompanying notes to consolidated financial statements. F-5 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, --------------------------------- 2002 2001 2000 --------- --------- --------- (IN THOUSANDS) Cash flows from operating activities: Net loss.................................................. $ (36,328) $(108,634) $ (94,105) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization........................... 277,893 355,529 318,096 Gain on disposition of assets........................... (336) (923) (986) Loss on debt extinguishment............................. 2,424 -- -- Deferred income tax benefit............................. (15,584) (46,387) (36,974) Provision for doubtful accounts......................... 9,036 7,794 5,991 Changes in operating assets and liabilities: (Increase) decrease in: Receivables........................................... (4,359) (9,413) (13,232) Prepaid expenses...................................... (2,533) (1,321) (1,371) Other assets.......................................... 1,704 2,192 349 Increase (decrease) in: Trade accounts payable................................ 3 131 (1,574) Accrued expenses...................................... 3,551 (8,287) 2,175 Deferred income....................................... 2,051 (173) (964) Other liabilities..................................... (505) 124 196 --------- --------- --------- Net cash provided by operating activities.......... 237,017 190,632 177,601 --------- --------- --------- Cash flows from investing activities: Capital expenditures...................................... (78,390) (85,320) (78,304) Purchase of new markets................................... (79,135) (302,067) (360,118) Increase in notes receivable.............................. (1,650) -- -- Proceeds from sale of property and equipment.............. 3,412 4,916 2,827 --------- --------- --------- Net cash used in investing activities.............. (155,763) (382,471) (435,595) --------- --------- --------- Cash flows from financing activities: Net proceeds from issuance of common stock................ 13,976 60,368 205,098 Proceeds from issuance of long-term debt.................. 256,360 -- -- Deposits for debt extinguishment.......................... (266,657) -- -- Principle payments on long-term debt...................... (140,700) (67,046) (5,330) Debt issuance costs....................................... (1,183) (573) (1,470) Increase in notes payable................................. 40 -- -- Net borrowing under credit agreements..................... 60,000 140,000 124,000 Dividends................................................. (365) (365) (365) --------- --------- --------- Net cash (used in) provided by financing activities....................................... (78,529) 132,384 321,933 --------- --------- --------- Net increase (decrease) in cash and cash equivalents...................................... 2,725 (59,455) 63,939 Cash and cash equivalents at beginning of period.......... 12,885 72,340 8,401 --------- --------- --------- Cash and cash equivalents at end of period................ $ 15,610 $ 12,885 $ 72,340 ========= ========= ========= Supplemental disclosures of cash flow information: Cash paid for interest.................................... $ 104,722 $ 128,434 $ 147,875 ========= ========= ========= Cash paid for state and federal income taxes.............. $ 745 $ 1,189 $ 1,936 ========= ========= =========
See accompanying notes to consolidated financial statements. F-6 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (1) SIGNIFICANT ACCOUNTING POLICIES (a) NATURE OF BUSINESS Lamar Advertising Company (the Company) is engaged in the outdoor advertising business operating approximately 146,000 outdoor advertising displays in 44 states. The Company's operating strategy is to be the leading provider of outdoor advertising services in the markets it serves. In addition, the Company operates a logo sign business in 21 states throughout the United States and in one province of Canada. Logo signs are erected pursuant to state-awarded service contracts on public rights-of-way near highway exits and deliver brand name information on available gas, food, lodging and camping services. Included in the Company's logo sign business are tourism signing contracts. (b) PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include Lamar Advertising Company, its wholly-owned subsidiary, Lamar Media Corp. (Lamar Media), and its majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. (c) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost. Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets. (d) GOODWILL AND INTANGIBLE ASSETS Goodwill represents the excess of costs over fair value of assets of businesses acquired in accordance with Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations", which was adopted for all business combinations consummated after June 30, 2001 as well as certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets". The Company fully adopted the provisions of SFAS No. 142, as of January 1, 2002. Goodwill and other intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets." In connection with SFAS No. 142's transitional goodwill impairment evaluation, SFAS No. 142 required the Company to perform an assessment of whether there was an indication that goodwill is impaired as of the date of adoption. To accomplish this, the Company was required to identify its reporting units and determine the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units as of January 1, 2002. The Company was required to determine the fair value of each reporting unit and compare it to the carrying amount of the reporting unit. To the extent the carrying amount of a reporting unit exceeded the fair value of the reporting unit, the Company would be required to perform the second step of the impairment test, as this is an indication that the reporting unit goodwill may be impaired. The fair value of each reporting unit exceeded its carrying amount at adoption on January 1, 2002 and at its annual impairment test date on December 31, 2002 and the Company was not required to recognize an impairment loss. Prior to the adoption of SFAS No. 142, goodwill was amortized on a straight-line basis over the expected periods to be benefited, generally 15 years, and assessed for recoverability by determining whether the amortization of the goodwill balance over its remaining life could be recovered through undiscounted F-7 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) future operating cash flows of the acquired operation before interest expense. The amount of goodwill and other intangible asset impairment, if any, was measured based on projected discounted future operating cash flows using a discount rate reflecting the Company's average cost of funds. Intangible assets, consisting primarily of site locations, customer lists and contracts, and non-competition agreements are amortized using the straight-line method over the assets estimated useful lives, generally from 5 to 15 years. Debt issuance costs are deferred and amortized over the terms of the related credit facilities using the interest method. (e) IMPAIRMENT OF LONG-LIVED ASSETS SFAS No. 144 provides a single accounting model for long-lived assets to be disposed of. SFAS No. 144 also changes the criteria for classifying an asset as held for sale; and broadens the scope of businesses to be disposed of that qualify for reporting as discontinued operations and changes the timing of recognizing losses on such operations. The Company adopted SFAS No. 144 on January 1, 2002. The adoption of SFAS No. 144 did not affect the Company's financial statements. In accordance with SFAS No. 144, long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset before interest expense. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet. Prior to the adoption of SFAS No. 144, the Company accounted for long-lived assets in accordance with SFAS No. 121, "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of." (f) DEFERRED INCOME Deferred income consists principally of advertising revenue received in advance and gains resulting from the sale of certain assets to related parties. Deferred advertising revenue is recognized in income as services are provided over the term of the contract. Deferred gains are recognized in income in the consolidated financial statements at the time the assets are sold to an unrelated party or otherwise disposed of. (g) REVENUE RECOGNITION The Company recognizes revenue, net of agency commissions, if any, on an accrual basis ratably over the term of the contracts, as services are provided. The Company engages in barter transactions where the Company trades advertising space for goods and services. The Company recognizes revenues and expenses from barter transactions at fair value which is determined based on the Company's own historical practice of receiving cash for similar advertising F-8 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) space from buyers unrelated to the party in the barter transaction. The amount of revenue and expense recognized for advertising barter transactions is as follows:
2002 2001 2000 ----- ----- ----- Net revenues................................................ 3,677 1,315 1,453 Direct advertising expenses................................. 691 500 390 General and administrative expenses......................... 2,557 208 386
(h) INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. (i) EARNINGS PER SHARE Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per Share". The calculation of basic earnings per share excludes any dilutive effect of stock options and convertible debt, while diluted earnings per share includes the dilutive effect of stock options and convertible debt. The number of potentially dilutive shares excluded from the calculation because of their anti-dilutive effect are 6,762,452 and 6,834,065 and 6,807,708 for the years ended December 31, 2002, 2001 and 2000, respectively. (j) STOCK OPTION PLAN The Company accounts for its stock option plan under the intrinsic value method in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation", permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 has been applied. The following table illustrates the effect on net loss and net loss per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.
2002 2001 2000 -------- --------- -------- Net loss applicable to common stock, as reported....................................... $(36,693) (108,999) (94,470) Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects........................................ (6,614) (16,552) (6,407) -------- --------- -------- Proforma net loss applicable to common stock...... $(43,307) (125,551) (100,877) ======== ========= ========
F-9 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
2002 2001 2000 ----- ----- ----- Net loss per common share - as reported (basic and diluted).................................................. (0.36) (1.11) (1.04) ===== ===== ===== Net loss per common share - pro forma (basic and diluted)... (0.43) (1.27) (1.11) ===== ===== =====
(k) CASH AND CASH EQUIVALENTS The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. (l) RECLASSIFICATION OF PRIOR YEAR AMOUNTS Certain amounts in the prior years' consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no effect on previously reported net loss. (m) USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (2) ACQUISITIONS YEAR ENDED DECEMBER 31, 2002 On January 1, 2002, the Company purchased the stock of Delite Outdoor of Ohio Holdings, Inc. for $38,000. The purchase price consisted of 963,488 shares of Lamar Advertising Class A common stock. On January 8, 2002, the Company purchased the assets of MC Partners for a cash purchase price of approximately $15,313. On May 31, 2002, the Company purchased the assets of American Outdoor Advertising, Inc. for $15,725. The purchase price consisted of 349,376 shares of Lamar Advertising Class A common stock, as well as approximately $725 in cash. During the year ended December 31, 2002, the Company completed 72 additional acquisitions of outdoor advertising assets for a cash purchase price of approximately $63,161 and the issuance of 92,600 shares of Lamar Advertising Class A common stock valued at $3,100. Each of these acquisitions was accounted for under the purchase method of accounting, and, accordingly, the accompanying financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition costs have been allocated to assets acquired and liabilities assumed based on fair market value at the dates of acquisition. The following is a summary of the preliminary allocation of the acquisition costs in the above transactions. F-10 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DELITE OUTDOOR OF OHIO MC HOLDINGS PARTNERS AMERICAN OTHER TOTAL ---------- -------- -------- ------ ------ Current Assets......................... 961 245 725 790 2,721 Property, Plant & Equipment............ 9,807 2,563 8,388 12,449 33,207 Goodwill............................... 12,704 5,523 -- 25,441 43,668 Site Locations......................... 17,430 7,310 5,356 25,498 55,594 Non-competition agreements............. 102 330 -- 172 604 Customer lists and contracts........... 4,108 1,723 1,256 5,546 12,633 Other Assets........................... -- -- -- 29 29 Current Liabilities.................... 1,602 40 -- 640 2,282 Long-term Liabilities.................. 5,510 2,341 -- 3,025 10,876
The aggregate amortization expense related to the 2002 acquisitions for the year ended December 31, 2002 was approximately $4,303. The following is a summary of the estimated amortization expense for these acquisitions for the next five years:
Year ended December 31, 2003................................ $5,490 Year ended December 31, 2004................................ $5,490 Year ended December 31, 2005................................ $5,484 Year ended December 31, 2006................................ $5,484 Year ended December 31, 2007................................ $5,475
Total acquired intangible assets for the year ended December 31, 2002 was $112,499, of which $43,668 was assigned to goodwill which is not subject to amortization. The remaining $68,831 of acquired intangible assets have a weighted average useful life of approximately 13 years. The intangible assets include customer lists of $12,633 (7 year weighted average useful life), site locations of $55,594 (15 year weighted average useful life), and non-competition agreements of $604 (9 year weighted average useful life). Approximately $32,900 of the $43,668 of goodwill is expected to be fully deductible for tax purposes. The following unaudited pro forma financial information for the Company gives effect to the 2002 and 2001 acquisitions as if they had occurred on January 1, 2001. These pro forma results do not purport to be indicative of the results of operations which actually would have resulted had the acquisitions occurred on such date or to project the Company's results of operations for any future period.
2002 2001 -------- -------- Net revenues................................................ $778,745 756,224 ======== ======== Net loss applicable to common stock......................... (37,344) (113,506) ======== ======== Net loss per common share (basic and diluted)............... $ (0.37) (1.13) ======== ========
YEAR ENDED DECEMBER 31, 2001 On January 1, 2001, the Company purchased the assets of two outdoor advertising companies, American Outdoor Advertising, LLC and Appalachian Outdoor Advertising Co., Inc. for a total cash purchase price of approximately $31,500 and $20,000, respectively. On February 1, 2001, the Company purchased all of the outstanding common stock of Bowlin Outdoor Advertising and Travel Centers, Inc. for a total purchase price of approximately $45,650. The F-11 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) purchase price consisted of approximately $16,650 cash and the issuance of 725,000 shares of Lamar Advertising Company Class A common stock valued at $29,000. On April 1, 2001, the Company purchased all of the outstanding common stock of DeLite Outdoor Advertising, LLC and DeLite Outdoor Advertising, Inc. for a cash purchase price of approximately $43,000. On April 1, 2001, the Company purchased certain assets of PNE Media, LLC for a cash purchase price of approximately $21,000. On August 2, 2001, the Company purchased the assets of Capital Outdoor, Inc. for a cash purchase price of approximately $30,000. During the year ended December 31, 2001, the Company completed 101 additional acquisitions of outdoor advertising and transit assets for an aggregate cash purchase price of approximately $138,750. Each of these acquisitions were accounted for under the purchase method of accounting, and, accordingly, the accompanying financial statements include the results of operations of each acquired entity from the date of acquisition. The purchase price has been allocated to assets acquired and liabilities assumed based on fair market value at the dates of acquisition. The following is a summary of the allocation of the purchase price in the above transactions.
AMERICAN APPALACHIAN BOWLIN DELITE OUTDOOR OUTDOOR OUTDOOR PNE GROUP, INC. CAPITAL OTHER TOTAL -------- ----------- ------- ----- ----------- ------- ------ ------- Current Assets........... $ 557 325 1,699 180 1,159 197 2,139 6,256 Property, Plant & Equipment.............. 1,185 5,822 30,171 4,879 10,864 5,761 34,567 93,249 Goodwill................. 18,662 2,666 2,731 4,500 20,033 12,530 50,674 111,796 Site Locations........... 8,993 9,316 19,333 9,180 15,728 9,476 43,812 115,838 Customer Lists and Contracts.............. 2,119 2,196 4,557 2,164 3,707 2,233 12,311 29,287 Non-Competition Agreements............. 20 -- 1,380 -- -- -- 1,211 2,611 Other Assets............. -- -- -- -- -- -- 700 700 Current Liabilities...... -- 325 563 -- 543 87 1,127 2,645 Long-term Liabilities.... -- -- 13,663 -- 7,968 -- 5,537 27,168
YEAR ENDED DECEMBER 31, 2000 On January 14, 2000, the Company purchased all of the outstanding common stock of Aztec Group, Inc. for a purchase price of approximately $34,485. The purchase price consisted of approximately $5,259 cash and the issuance of 481,481 shares of Lamar Advertising Company Class A common stock valued at approximately $29,226. On March 31, 2000, the Company purchased the assets of an outdoor company in the Company's Northeast Region for a cash purchase price of approximately $33,605. Effective May 1, 2000, the Company purchased all of the outstanding common stock of Outdoor West, Inc. for a total cash purchase price of approximately $39,287. On May 24, 2000, the Company purchased all of the outstanding common stock of Advantage Outdoor Company, Inc. for a cash purchase price of approximately $76,764 and the issuance of 2,300,000 shares of Lamar's Class A common stock valued at approximately $92,805. F-12 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) On July 1, 2000, the Company purchased the stock of Tyler Media Group, Inc. for a purchase price of approximately $30,937. The purchase price consisted of approximately $4,478 cash and the issuance of 611,764 shares of Lamar Advertising Company Class A common stock valued at approximately $26,459. On July 21, 2000, the Company purchased the assets of Root Outdoor Advertising, Inc. for a total cash purchase price of approximately $41,059. During the year ended December 31, 2000, the Company completed 97 additional acquisitions of outdoor advertising assets for a total purchase price of approximately $187,416. The purchase price included the issuance of 845,171 shares of Lamar Advertising Company Class A common stock valued at approximately $37,113. Each of these acquisitions were accounted for under the purchase method of accounting, and, accordingly, the accompanying financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition costs have been allocated to assets acquired and liabilities assumed based on fair market value at the dates of acquisition. The following is a summary of the preliminary allocation of the acquisition costs in the above transactions.
AZTEC NORTHEAST OUTDOOR ADVANTAGE TYLER MEDIA ROOT OUTDOOR GROUP, INC. REGION ACQ. WEST OUTDOOR GROUP, INC. ADV., INC. OTHER TOTAL ----------- ----------- ------- --------- ----------- ------------ ------ ------- Current Assets........... $ 500 480 1,131 3,256 378 1,632 2,497 9,874 Property, Plant & Equipment.............. 8,279 2,604 9,187 65,534 16,241 9,098 56,583 167,526 Goodwill................. 21,879 16,804 21,297 78,846 12,876 8,266 81,303 241,271 Site Locations........... 8,518 11,396 13,937 46,274 9,001 18,688 42,872 150,686 Customer Lists and Contracts.............. 2,008 2,686 3,285 10,828 2,122 4,404 16,971 42,304 Non-Competition Agreements............. -- 20 -- 1,340 -- -- 1,267 2,627 Current Liabilities...... 827 385 675 4,456 -- 1,029 1,550 8,922 Long-term Liabilities.... 5,872 -- 8,875 32,053 9,681 -- 12,527 69,008
(3) NONCASH FINANCING AND INVESTING ACTIVITIES A summary of significant noncash financing and investing activities for the years ended December 31, 2002, 2001 and 2000 follows:
2002 2001 2000 ------- ------ ------- Issuance of Class A common stock in acquisitions......... $56,100 29,000 185,603 Debt issuance costs...................................... 3,640 -- --
F-13 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (4) PROPERTY, PLANT AND EQUIPMENT Major categories of property, plant and equipment at December 31, 2002 and 2001 are as follows:
ESTIMATED LIFE (YEARS) 2002 2001 -------------- ---------- --------- Land............................................ -- $ 67,241 60,775 Building and improvements....................... 10 - 39 58,883 53,602 Advertising structures.......................... 15 1,652,189 1,594,142 Automotive and other equipment.................. 3 - 7 72,344 68,880 ---------- --------- $1,850,657 1,777,399 ========== =========
(5) GOODWILL AND OTHER INTANGIBLE ASSETS The following is a summary of intangible assets at December 31, 2002 and December 31, 2001.
2002 2001 ESTIMATED ----------------------------- ----------------------------- LIFE GROSS CARRYING ACCUMULATED GROSS CARRYING ACCUMULATED (YEARS) AMOUNT AMORTIZATION AMOUNT AMORTIZATION --------- -------------- ------------ -------------- ------------ Amortizable Intangible Assets: Debt issuance costs and fees..................... 7 - 10 $ 52,202 $ 27,533 $ 47,379 $ 19,048 Customer lists and contracts................ 7 - 10 371,787 196,084 359,154 145,180 Non-competition agreements............... 3 - 15 57,023 39,458 56,419 31,841 Site locations............. 15 937,773 177,016 882,180 115,314 Other...................... 5 - 15 15,997 5,738 15,270 4,304 ---------- -------- ---------- -------- 1,434,782 445,829 1,360,402 315,687 Unamortizable Intangible Assets: Goodwill................... $1,432,063 $253,635 $1,388,395 $253,635
The changes in the carrying amount of goodwill for the year ended December 31, 2002 are as follows:
Balance as of December 31, 2001............................. $1,388,395 Goodwill acquired during the year........................... 43,668 Impairment losses........................................... -- ---------- Balance as of December 31, 2002............................. $1,432,063 ==========
In accordance with SFAS No. 142, the Company was required to evaluate its existing intangible assets and goodwill that were acquired in purchase business combinations, and to make any necessary reclassifications in order to conform with the new classification criteria in SFAS No. 141 for recognition separate from goodwill. The Company was required to reassess the useful lives and residual values of all intangible assets acquired, and make any necessary amortization period adjustments. If an intangible asset is identified as having an indefinite useful life, the Company was required to test the intangible asset for impairment in accordance with the provisions of SFAS No. 142. Impairment of an intangible asset is measured as the excess of carrying value over the fair value. Based upon the Company's review, no impairment charge was required upon the adoption of SFAS No. 142 or at its annual test for impairment on December 31, 2002. F-14 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The following table illustrates the effect of the adoption of SFAS No. 142 on prior periods and its effect on the Company's earnings per share:
YEARS ENDED DECEMBER 31, ------------------------------- 2002 2001 2000 -------- --------- -------- Reported net loss applicable to common stock........ $(36,693) $(108,999) $(94,470) Add: goodwill amortization, net of tax.............. -- 70,463 60,752 -------- --------- -------- Adjusted net loss applicable to common stock........ $(36,693) $ (38,536) $(33,718) ======== ========= ======== Earnings per common share -- basic and diluted Reported net loss per common share.................. $ (0.36) $ (1.11) $ (1.04) Add: goodwill amortization per share, net of tax.... -- 0.72 0.67 -------- --------- -------- Adjusted net loss per common share.................. $ (0.36) $ (0.39) $ (0.37) ======== ========= ========
(6) LEASES The Company is party to various operating leases for production facilities and sites upon which advertising structures are built. The leases expire at various dates, generally during the next five years, and have varying options to renew and to cancel. The following is a summary of minimum annual rental payments required under those operating leases that have original or remaining lease terms in excess of one year as of December 31: 2003........................................................ $103,025 2004........................................................ 89,847 2005........................................................ 78,432 2006........................................................ 67,749 2007........................................................ 59,420 Thereafter.................................................. 384,560
Rental expense related to the Company's operating leases was $136,013, $124,734 and $105,661 for the years ended December 31, 2002, 2001 and 2000, respectively. (7) ACCRUED EXPENSES The following is a summary of accrued expenses at December 31, 2002 and 2001:
2002 2001 ------- ------ Payroll..................................................... $ 7,686 4,982 Interest.................................................... 13,020 15,571 Insurance benefits.......................................... 8,297 6,802 Other....................................................... 9,878 6,319 ------- ------ $38,881 33,674 ======= ======
F-15 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (8) LONG-TERM DEBT Long-term debt consists of the following at December 31, 2002 and 2001:
2002 2001 ---------- --------- 9 5/8% Senior subordinated notes (1996 Notes)............... $ 255,000 255,000 8 5/8% Senior subordinated notes (1997 Notes)............... 199,230 199,104 Bank Credit Agreement....................................... 975,500 978,500 5 1/4% Convertible notes.................................... 287,500 287,500 9 1/4% Senior subordinated notes............................ -- 74,073 8% Unsecured subordinated notes............................. 7,333 9,333 7 1/4% Senior subordinated notes............................ 260,000 -- Other notes with various rates and terms.................... 9,870 8,075 ---------- --------- 1,994,433 1,811,585 Less current maturities..................................... (259,687) (66,559) ---------- --------- Long-term debt, excluding current maturities................ $1,734,746 1,745,026 ========== =========
Long-term debt matures as follows: 2003........................................................ $ 259,687 2004........................................................ 4,336 2005........................................................ 56,545 2006........................................................ 356,124 2007........................................................ 281,978 Later years................................................. 1,035,763
In November 1996, the Company issued $255,000 in principal amount of 9 5/8% Senior Subordinated Notes due 2006 (the 1996 Notes), with interest payable semi-annually on June 1 and December 1 of each year. The 1996 Notes are senior subordinated unsecured obligations of the Company and are subordinated in right of payment to all senior indebtedness of the Company, pari passu with the 1997 Notes (as defined below), and are senior to all existing and future subordinated indebtedness of the Company. In September 1997, the Company issued $200,000 in principal amount of 8 5/8% Senior Subordinated Notes due 2007 (the 1997 Notes) with interest payable semi-annually on March 15 and September 15 of each year, commencing March 15, 1998. The 1997 Notes were issued at a discount for $198,676. The Company is using the effective interest method to recognize the discount over the life of the 1997 Notes. The 1997 Notes are senior subordinated unsecured obligations of the Company, subordinated in right of payment to all senior indebtedness of the Company, pari passu with the 1996 Notes and are senior to all existing and future subordinated indebtedness of the Company. The 1996 and 1997 Notes are redeemable at the Company's option at any time on or after December 31, 2001 and September 15, 2002, respectively, at redemption prices specified by the indentures, and are required to be repurchased earlier in the event of a change of control of the Company. The indentures covering the 1996 and 1997 Notes include certain restrictive covenants which limit the Company's ability to incur additional debt, pay dividends and make other restricted payments, consummate certain transactions and other matters. On August 10, 1999, Lamar Advertising Company, completed an offering of $287,500 5 1/4% Convertible Notes due 2006. The net proceeds of approximately $279,594 of the convertible notes were used to pay down existing bank debt. The Notes are convertible, into shares of Lamar Advertising Company Class A common stock at any time prior to their maturity or redemption by Lamar Advertising Company. The conversion rate is 21.6216 shares per $1 in principle amount of notes. F-16 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) On October 25, 2002, Lamar Media Corp. redeemed all of the outstanding 9 1/4% Senior Subordinated Notes due 2007 in aggregate principle amount of $74,073 for a redemption price equal to 104.625% of the principle amount thereof plus accrued interest to the redemption date of approximately $1,300. In the fourth quarter of 2002, the Company recorded $5,850 as an expense related to the prepayment of those notes. In accordance with SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections", the extinguishment of this debt has not been reflected in the Statement of Operations as an extraordinary item. On December 23, 2002, Lamar Media Corp. completed an offering of $260,000 7 1/4% Senior Subordinated Notes due 2013. These notes are unsecured senior subordinated obligations and will be subordinated to all of Lamar Media's existing and future senior debt, rank equally with all of Lamar Media's existing and future senior subordinated debt and rank senior to any future subordinated debt of Lamar Media. The net proceeds from the issuance and sale of these notes, together with additional cash, was used to redeem all of the outstanding $255,000 principal amount of Lamar Media's 9 5/8% Senior Subordinated Notes due 2006 on January 22, 2003 at a redemption price equal to 103.208% of the aggregate principal amount thereof plus accrued interest to the redemption date of approximately $3,500 for a total redemption price of approximately $266,657. The Company will record a loss on the extinguishment of debt of $6,816 in the first quarter of 2003. The Company's obligations with respect to its publicly issued notes are not guaranteed by the Company's direct or indirect wholly-owned subsidiaries. Certain obligations of the Company's wholly-owned subsidiary, Lamar Media Corp. are guaranteed by its subsidiaries. Lamar Media Corp.'s existing bank credit facility, for which JPMorgan Chase Bank serves as administrative agent, consists of (1) a $350,000 revolving bank credit facility, (2) a $650,000 term facility with two tranches, a $450,000 Term A facility and a $200,000 Term B facility, and (3) a $750,000 incremental facility of which $450,000 has been funded in four tranches, a $20,000 Series A-1 facility, a $130,000 Series A-2 facility, a $100,000 B-1 facility, and a $200,000 Series C facility. Beginning on March 31, 2002, the amount available for borrowing under the then existing revolving bank credit facility began to be reduced quarterly in annual increments of 10%, 10%, 30% and 35% of the original commitment with a final payment of 15% on March 31, 2006. The Term A loans, the Term B loans and the Series A-1, A-2 and B-1 began amortizing on September 30, 2001. The Series C loans would have begun amortizing on March 31, 2003. The revolving bank credit facility under our new bank credit facility, effective as of March 7, 2003, is not subject to commitment reduction. On March 7, 2003, the Company's wholly owned subsidiary Lamar Media replaced its existing bank credit facility. The new bank credit facility, for which JPMorgan Chase Bank acts as administrative agent, is comprised of a $225,000 revolving bank credit facility and $975,000 term facility with two tranches, a $300,000 Tranche A term facility and a $675,000 Tranche B term facility. The new bank credit facility also includes a $500,000 incremental facility, which permits Lamar Media to request that its lenders enter into commitments to make additional terms loans to it, up to a maximum aggregate amount of $500,000. The lenders have no obligation to make additional term loans to Lamar Media under the incremental facility, but may enter into such commitments in their sole discretion. The new credit agreement modified the repayment terms to extend the maturities of the debt. The balance sheet as of December 31, 2002 has been adjusted to reflect the terms of the new credit agreement. Availability of the line under the Revolving Credit Facility terminates on June 30, 2009. As of December 31, 2002 and March 7, 2003, the Company had no balance outstanding under the revolving line of credit. F-17 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The new Term Facility amortizes quarterly in the following quarterly amounts:
TRANCHE A TRANCHE B --------- --------- March 31, 2005 -- December 31, 2005......................... $11,250 $1,687.5 March 31, 2006 -- December 31, 2006......................... 15,000 1,687.5 March 31, 2007 -- December 31, 2008......................... 18,750 1,687.5 March 31, 2009 -- June 30, 2009............................. 22,500 1,687.5 September 30, 2009 -- December 31, 2009..................... -- 1,687.5 March 31, 2010 -- June 30, 2010............................. -- 320,625
Revolving credit loans may be requested under the Revolving Credit Facility at any time prior to maturity. The loans bear interest, at the Company's option, at the LIBOR Rate or JPMorgan Chase Prime Rate plus applicable margins, such margins being set from time to time based on the Company's ratio of debt to trailing twelve month EBITDA, as defined in the agreement. The terms of the indenture relating to Lamar Advertising's outstanding notes, Lamar Media's bank credit facility and the indentures relating to Lamar Media's outstanding notes restrict, among other things, the ability of Lamar Advertising and Lamar Media to: - dispose of assets; - incur or repay debt; - create liens; - make investments; and - pay dividends. Lamar Media's ability to make distributions to Lamar Advertising is also restricted under the terms of these agreements. Under Lamar Media's credit facility the Company must maintain specified financial ratios and levels including: - interest coverage; - fixed charges ratios; - senior debt ratios; and - total debt ratios. Lamar Advertising and Lamar Media were in compliance with all of the terms of all of the indentures and the bank credit agreement during the periods presented. F-18 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (9) INCOME TAXES Income tax expense (benefit) for the years ended December 31, 2002, 2001 and 2000, consists of:
CURRENT DEFERRED TOTAL ------- -------- ------- Year ended December 31, 2002: U.S. federal.......................................... $(5,068) (12,951) (18,019) State and local....................................... 869 (3,084) (2,215) Foreign............................................... 89 451 540 ------- ------- ------- $(4,110) (15,584) (19,694) ======= ======= ======= Year ended December 31, 2001: U.S. federal.......................................... $ -- (37,102) (37,102) State and local....................................... 713 (8,834) (8,121) Foreign............................................... -- (451) (451) ------- ------- ------- $ 713 (46,387) (45,674) ======= ======= ======= Year ended December 31, 2000: U.S. federal.......................................... $ -- (29,864) (29,864) State and local....................................... (141) (7,110) (7,251) ------- ------- ------- $ (141) (36,974) (37,115) ======= ======= =======
Income tax benefit attributable to continuing operations for the years ended December 31, 2002, 2001 and 2000, differs from the amounts computed by applying the U.S. federal income tax rate of 34 percent to loss before income taxes as follows:
2002 2001 2000 -------- ------- ------- Computed expected tax benefit.......................... $(19,048) (52,465) (44,615) Increase (reduction) in income taxes resulting from: Book expenses not deductible for tax purposes........ 689 590 754 Amortization of non-deductible goodwill.............. (26) 13,546 11,926 State and local income taxes, net of federal income tax benefit....................................... (1,490) (5,360) (4,786) Other differences, net............................... 181 (1,985) (394) -------- ------- ------- $(19,694) (45,674) (37,115) ======== ======= =======
F-19 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2002 and 2001 are presented below:
2002 2001 --------- -------- Current deferred tax assets: Receivables, principally due to allowance for doubtful accounts............................................... $ 1,916 1,916 Accrued liabilities not deducted for tax purposes......... 2,142 1,578 Net operating loss carryforward........................... -- 451 Other..................................................... 2,370 2,000 --------- -------- Net current deferred tax asset............................ 6,428 5,945 ========= ======== Non-current deferred tax liabilities: Plant and equipment, principally due to differences in depreciation........................................... $ (10,821) (3,550) Intangibles, due to differences in amortizable lives...... (243,971) (245,790) --------- -------- (254,792) (249,340) Non-current deferred tax assets: Plant and equipment, due to basis differences on acquisitions........................................... 47,492 57,349 Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes.... 4,288 4,305 Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and deferred for financial reporting purposes........................... 941 941 Accrued liabilities not deducted for tax purposes......... 3,062 2,861 Net operating loss carryforward........................... 84,119 58,078 Minimum tax credit........................................ -- 331 Other, net................................................ 630 693 --------- -------- Non-current deferred tax assets........................ 140,532 124,558 --------- -------- Net non-current deferred tax liability...................... $(114,260) (124,782) ========= ========
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. (10) RELATED PARTY TRANSACTIONS Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar Advertising Company or its subsidiaries through common ownership and directorate control. In October 1995 and in March 1996, the Company repurchased 3.6% and 12.9%, respectively, of its then outstanding Class A common stock (1,220,500 and 3,617,884 shares, respectively) from certain of its F-20 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) existing stockholders, directors and employees for an aggregate purchase price of approximately $4,000. The term of the March 1996 repurchase entitled the selling stockholders to receive additional consideration from the Company in the event that the Company consummated a public offering of its Class A common stock at a higher price within 24 months of the repurchase. In satisfaction of that obligation, upon completion of the Company's initial public offering the Company paid the selling stockholders an aggregate of $5,000 in cash from the proceeds and issued them $20,000 aggregate principal amount of ten year subordinated notes. As of December 31, 2002 and 2001 the outstanding balance of the ten year subordinated notes was $7,333 and $9,333, respectively. The Company's current executive officers do not hold any of the ten year subordinated notes described above. Interest expense during the years ended December 31, 2002, 2001 and 2000 related to the ten year subordinated notes and the Company's debentures that were paid off during the year ended December 31, 2001, was $673, $855 and $1,080, respectively. Prior to 1996, the Company entered into various related party transactions for the purchase and sale of advertising structures whereby any resulting gains were deferred at that date. As of December 31, 2002 and 2001, the deferred gains related to these transactions were $1,001 and are included in deferred income on the balance sheets. No gains related to these transactions have been realized in the Statement of Operations for the years ended December 31, 2002, 2001 and 2000. In addition, the Company had receivables from employees of $400 and $494 at December 31, 2002 and 2001, respectively. These receivables are primarily relocation loans for employees. The Company does not have any receivables from its current executive officers. The Company purchased approximately $1,236, $1,842 and $2,407 of highway signs and transit bus shelters from Interstate Highway Signs Corp., (IHS) which represented approximately 12%, 13% and 15% of total capitalized expenditures for its logo sign and transit advertising businesses during the years ended December 31, 2002, 2001 and 2000, respectively. The Company does not use IHS exclusively for its highway sign and transit bus shelter purchases. IHS is a wholly-owned subsidiary of Sign Acquisition Corp. Kevin P. Reilly, Jr. has voting control over a majority of the outstanding shares of Sign Acquisition Corp. through a voting trust. Effective July 1, 1996, the Lamar Texas Limited Partnership, one of the Company's subsidiaries, and Reilly Consulting Company, L.L.C., which Kevin P. Reilly, Sr. controls, entered into a consulting agreement. This consulting agreement has a ten year term and provides for a $120 annual consulting fee. The agreement contains a non-disclosure provision and a non-competition restriction which extends for two years beyond the termination agreement. The Company also has a lease arrangement with Reilly Enterprises, LLC, which Kevin P. Reilly Sr. controls for the use of an airplane. The Company pays a monthly fee plus expenses which entitles the Company to 6.67 hours of flight time, with any unused portion carried over into the next succeeding month. Total fees paid under this arrangement for fiscal 2002, 2001 and 2000 were approximately $75, $42 and $46, respectively. As of December 31, 2002, the Company had a receivable of $920 for premiums paid on split-dollar life insurance arrangements for Kevin P. Reilly, Sr. that were entered into in 1990 and 1995 as a component of his compensation as its Chief Executive Officer and his continuing retirement benefits thereafter. In accordance with the terms of the arrangements, the Company will recover all of the cumulative premiums paid by it upon the termination, surrender or cancellation of the policies or upon the death of the insured. Kevin P. Reilly, Sr. is the father of Kevin P. Reilly, Jr., the Company's President, Chief Executive Officer and Director, and Sean E. Reilly, Chief Operating Officer and also one of the Company's directors. F-21 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The Company has made two loans to Live Oak Living Centers, LLC. One loan was for $61 at an interest rate of 7.5% and the second loan was for $112 at an interest rate of 6%. Kevin P. Reilly, Jr., the Company's President, Chief Executive Officer and Director, has a 15% ownership interest in the LLC. Sean E. Reilly, Kevin P. Reilly, Jr.'s brother and also one of the Company's Directors, has a 7.5% ownership interest in the LLC. Both loans, totaling $208 in outstanding principal and interest, were repaid in full in September 2002. On September 6, 2002, the Company entered into an agreement with Charles W. Lamar III, its director, to settle Mr. Lamar's obligation to reimburse the Company for premiums that it had paid under a split-dollar life insurance policy. These premiums had been paid under an original policy, which was subsequently surrendered to a new insurer for a new policy. The Company paid no further premiums under the new policy but the new policy replaced the surrendered policy as collateral for the $90 in aggregate premiums paid by the Company under the old policy. In exchange for the right to receive the death proceeds from the new policy at some indeterminate future date, the Company accepted stock of the original insurer, which was issued in connection with its demutualization, and cash with a value of approximately $53 in full satisfaction of this obligation. (11) STOCKHOLDERS' EQUITY On July 16, 1999, the Board of Directors amended the preferred stock of the Company by designating 5,720 shares of the 1,000,000 shares of previously undesignated preferred stock, par value $.001 as Series AA preferred stock. The previously issued Class A preferred stock par value $638 was exchanged for the new Series AA preferred stock and no shares of Class A preferred stock are currently outstanding. The new Series AA preferred stock and the Class A preferred stock rank senior to the Class A common stock and Class B common stock with respect to dividends and upon liquidation. Holders of Series AA preferred stock and Class A preferred stock are entitled to receive, on a pari passu basis, dividends at the rate of $15.95 per share per quarter when, as and if declared by the Board of Directors. The Series AA preferred stock and the Class A preferred stock are also entitled to receive, on a pari passu basis, $638 plus a further amount equal to any dividend accrued and unpaid to the date of distribution before any payments are made or assets distributed to the Class A common stock or Class B stock upon voluntary or involuntary liquidation, dissolution or winding up of the Company. The liquidation value of the outstanding Series AA preferred stock at December 31, 2002 was $3,649. The Series AA preferred stock and the Class A preferred stock are identical, except that the Series AA preferred stock is entitled to one vote per share and the Class A preferred stock is not entitled to vote. All of the outstanding shares of Common Stock are fully paid and nonassessable. In the event of the liquidation or dissolution of the Company, following any required distribution to the holders of outstanding shares of Preferred Stock, the holders of Common Stock are entitled to share pro rata in any balance of the corporate assets available for distribution to them. The Company may pay dividends if, when and as declared by the Board of Directors from funds legally available therefore, subject to the restrictions set forth in the Company's Existing Indentures and the Senior Credit Facility. Subject to the preferential rights of the holders of any class of preferred stock, holders of shares of Common Stock are entitled to receive such dividends as may be declared by the Company's Board of Directors out of funds legally available for such purpose. No dividend may be declared or paid in cash or property on any share of either class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of Common Stock, provided that, in the event of stock dividends, holders of a specific class of Common Stock shall be entitled to receive only additional shares of such class. The rights of the Class A and Class B common stock are equal in all respects, except holders of Class B common stock have ten votes per share on all matters in which the holders of common stock are entitled to vote and holders of Class A common stock have one vote per share on such matters. The F-22 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Class B common stock will convert automatically into Class A common stock upon the sale or transfer to persons other than permitted transferees (as defined in the Company's certificate of incorporation, as amended). On May 25, 2000, the stockholders approved a resolution to amend the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Class A common stock from 125,000,000 shares to 175,000,000 shares which increased the total authorized capital stock from 163,510,000 shares to 213,510,000 shares. On May 25, 2000, the stockholders approved the 2000 Employee Stock Purchase Plan whereby 500,000 shares of the Company's Class A common stock have been reserved for issuance under the Plan. Under this plan, eligible employees may purchase stock at 85% of the fair market value of a share on the offering commencement date or the respective purchase date whichever is lower. Purchases are limited to ten percent of an employee's total compensation. The initial offering under the Plan commenced on April 1, 2000 with a single purchase date on June 30, 2000. Subsequent offerings shall commence each year on July 1 with a termination date of December 31 and purchase dates on September 30 and December 31; and on January 1 with a termination date on June 30 and purchase dates on March 31 and June 30. On June 7, 2001, the Company issued 1,200,000 shares of its Class A common stock at a price of $40.00 per share. The equity offering was to cover over-allotments related to an underwriting agreement between Lamar Advertising Company, AMFM Operating, Inc. and Deutsche Banc Alex Brown Inc. filed on June 4, 2001. Under the terms of a consent decree with the United States Department of Justice, AMFM Operating, Inc. had to dispose of its Lamar Advertising Class A common stock by January 1, 2003. As of December 31, 2001, AMFM Operating, Inc. had complied with the terms of the consent decree. (12) STOCK OPTION PLAN In 1996, the Company adopted the 1996 Equity Incentive Plan (the 1996 Plan). The purpose of the 1996 Plan is to attract and retain key employees and consultants of the Company. The 1996 Plan authorizes the grant of stock options, stock appreciation rights and restricted stock to employees and consultants of the Company capable of contributing to the Company's performance. Options granted under the 1996 Plan generally become exercisable over a five-year period and expire 10 years from the date of grant unless otherwise authorized by the Board. As of December 31, 2002, the Company had reserved an aggregate of 8,000,000 shares of Class A common stock for awards under the 1996 Plan. In August 2000, the Board of Directors voted to amend the 1996 Plan to (i) authorize grants to members of the Company's board of directors (ii) provide the Committee with more flexibility in determining the exercise price of awards made under the 1996 Plan (iii) allow for grants of unrestricted stock and (iv) set forth performance criteria that the Committee may establish for the granting of stock awards. These amendments were approved by the Company's stockholders in May 2001. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used:
DIVIDEND EXPECTED RISK FREE EXPECTED GRANT YEAR YIELD VOLATILITY INTEREST RATE LIVES - ---------- -------- ---------- ------------- -------- 2002............................................ 0% 51% 5% 4 2001............................................ 0% 53% 5% 4 2000............................................ 0% 54% 6% 4
F-23 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Information regarding the 1996 Plan for the years ended December 31, 2002, 2001 and 2000, is as follows:
2002 2001 2000 --------------------- --------------------- --------------------- WEIGHTED WEIGHTED WEIGHTED AVERAGE AVERAGE AVERAGE EXERCISE EXERCISE EXERCISE SHARES PRICE SHARES PRICE SHARES PRICE ---------- -------- ---------- -------- ---------- -------- Outstanding, beginning of year.... 4,517,653 $29.11 2,865,647 $30.48 2,757,954 $27.14 Granted........................... 142,000 35.01 2,195,500 27.02 470,500 43.87 Exercised......................... (515,088) 23.74 (425,243) 24.80 (299,619) 17.75 Canceled.......................... (77,200) 36.36 (118,251) 42.42 (63,188) 39.09 ---------- ------ ---------- ------ ---------- ------ Outstanding, end of year.......... 4,067,365 $29.83 4,517,653 $29.08 2,865,647 $30.59 ========== ====== ========== ====== ========== ====== Price for exercised shares........ $ 23.74 $ 24.80 $ 17.75 Shares available for grant, end of year............................ 1,369,520 1,436,009 513,258 Weighted average fair value of options granted during the year............................ $ 22.48 $ 13.26 $ 26.57
The following table summarizes information about fixed-price stock options outstanding at December 31, 2002:
NUMBER WEIGHTED NUMBER OUTSTANDING AVERAGE WEIGHTED EXERCISABLE WEIGHTED AT REMAINING AVERAGE AT AVERAGE DECEMBER 31, CONTRACTUAL EXERCISE DECEMBER 31, EXERCISE RANGE OF EXERCISE PRICES 2002 LIFE PRICE 2002 PRICE - ------------------------ -------------- ----------- -------- -------------- -------- $10.67 - 26.17........................ 506,312 4.01 $13.68 479,312 $12.98 26.42................................. 1,401,553 8.74 26.42 1,120,353 26.42 26.69 - 33.38......................... 1,356,000 6.27 31.25 906,750 31.79 34.16 - 47.75......................... 708,000 7.25 41.26 92,200 37.61 60.63................................. 95,000 7.01 60.63 18,000 60.63
No stock appreciation rights or restricted stock authorized by the 1996 Plan have been granted. (13) COMMITMENTS AND OTHER CONTINGENCIES The Company sponsors a partially self-insured group health insurance program. The Company is obligated to pay all claims under the program, which are in excess of premiums, up to program limits of $150 per employee, per claim, per year. The Company is also self-insured with respect to its income disability benefits and against casualty losses on advertising structures. Amounts for expected losses, including a provision for losses incurred but not reported, is included in accrued expenses in the accompanying consolidated financial statements. As of December 31, 2002, the Company maintained $3,417 in letters of credit with a bank to meet requirements of the Company's worker's compensation and general liability insurance carrier. The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan covering employees who have completed one year of service and are at least 21 years of age. The Company matches 50% of employees' contributions up to 5% of related compensation. Employees can contribute up to 15% of compensation. Full vesting on the Company's matched contributions occurs after five years for contributions made prior to January 1, 2002 and three years for contributions made after January 1, 2002. F-24 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Annually, at the Company's discretion, an additional profit sharing contribution may be made on behalf of each eligible employee. In total, for the years ended December 31, 2002, 2001, and 2000, the Company contributed $2,709, $2,422 and $1,671, respectively. The Company sponsors a Deferred Compensation Plan for the benefit of certain of its senior management who meet specific age and years of service criteria. Employees who have attained the age of 30 and have a minimum of 10 years of service are eligible for annual contributions to the Plan generally ranging from $3 to $8, depending on the employee's length of service. The Company's contributions to the Plan are maintained in a rabbi trust and, accordingly, the assets and liabilities of the Plan are reflected in the balance sheet of the Company. Upon termination, death or disability, participating employees are eligible to receive an amount equal to the fair market value of the assets in the employee's deferred compensation account. The Company has contributed $619, $550 and $456 to the Plan during the years ended December 31, 2002, 2001 and 2000, respectively. Contributions to the Deferred Compensation Plan are discretionary and are determined by the Board of Directors. (14) SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES Separate financial statements of each of the Company's direct or indirect wholly-owned subsidiaries that have guaranteed Lamar Media's obligations with respect to its publicly issued notes (collectively, the Guarantors) are not included herein because the Company has no independent assets or operations, the guarantees are full and unconditional and joint and several and the only subsidiary that is not a guarantor is considered to be minor. Lamar Media's ability to make distributions to Lamar Advertising is restricted under the terms of its bank credit facility and the indentures relating to Lamar Media's outstanding notes. As of December 31, 2002 and 2001, the net assets restricted as to transfers from Lamar Media Corp. to Lamar Advertising Company in the form of cash dividends, loans or advances were $1,915,035 and $1,896,992, respectively. (15) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying amounts and estimated fair values of the Company's financial instruments at December 31, 2002 and 2001. The fair value of the financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties.
2002 2001 ----------------------- ----------------------- CARRYING ESTIMATED CARRYING ESTIMATED AMOUNT FAIR VALUE AMOUNT FAIR VALUE ---------- ---------- ---------- ---------- Long-term debt....................... $1,734,746 $1,758,380 $1,745,026 $1,770,439
The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies as follows: - The carrying amounts of cash and cash equivalents, prepaids, receivables, trade accounts payable, accrued expenses, and deferred income approximate fair value because of the short term nature of these items. - The fair value of long-term debt is based upon market quotes obtained from dealers where available and by discounting future cash flows at rates currently available to the Company for similar instruments when quoted market rates are not available. Fair value estimates are subject to inherent limitations. Estimates of fair values are made at a specific point in time, based on relevant market information and information about the financial instrument. The estimated fair values of financial instruments presented above are not necessarily indicative of amounts the F-25 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Company might realize in actual market transactions. Estimates of fair value are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. (16) QUARTERLY FINANCIAL DATA (UNAUDITED)
FISCAL YEAR 2002 QUARTERS ------------------------------------------------ MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 -------- -------- ------------ ----------- Net revenues........................... $176,538 $202,529 $201,918 $194,697 Net revenues less direct advertising expenses............................. 109,311 135,897 130,233 125,469 Net loss applicable to common stock.... (16,254) (399) (6,079) (13,961) Net loss per common share (basic and diluted)............................. (0.16) (--) (0.06) (0.14)
FISCAL YEAR 2001 QUARTERS ------------------------------------------------ MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 -------- -------- ------------ ----------- Net revenues........................... $170,385 $191,788 $188,267 $178,610 Net revenues less direct advertising expenses............................. 108,849 130,473 123,674 114,571 Net loss applicable to common stock.... (34,381) (20,491) (24,452) (29,675) Net loss per common share (basic and diluted)............................. (0.35) (0.21) (0.25) (0.30)
(17) NEW ACCOUNTING PRONOUNCEMENTS In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullified Emerging Issues Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity." The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 is not expected to have a material effect on the Company's financial statements. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57, and 107 and a rescission of FASB Interpretation No. 34." This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and are not expected to have a material effect on the Company's financial statements. The disclosure requirements are effective for financial statements of interim and annual periods ending after December 15, 2002. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure, an amendment of FASB Statement No. 123." This Statement amends FASB Statement No. 123, "Accounting for Stock-Based Compensation," to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement No. 123 to require prominent disclosures in both annual and interim financial statements. Certain of the disclosure F-26 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to these consolidated financial statements. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51." This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interest in variable interest entities created after January 31, 2003 and to variable interest entities obtained after January 31, 2003. The application of this Interpretation is not expected to have a material effect on the Company's financial statements as the Company has no variable interest entities. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003, if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective. (18) EVENT (UNAUDITED) SUBSEQUENT TO THE DATE OF THE REPORT OF THE INDEPENDENT AUDITOR -- ASSET RETIREMENT OBLIGATION In 2001, the FASB issued Statement 143. Statement 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, a corresponding increase in the carrying amount of the related long-lived asset and is effective for fiscal years beginning after June 15, 2002. The Company adopted Statement 143 effective January 1, 2003, using the cumulative effect approach to recognize transition amounts for asset retirement obligations, asset retirement costs and accumulated depreciation. The effect of adopting Statement 143 on January 1, 2003 on our results of operations and financial condition, included a net increase in long-term liabilities of $26.0 million; an increase in net property, plant and equipment of $14.3 million; a cumulative effect of adoption expense of $11.7 million, net of deferred income taxes of $7.5 million. The following pro forma data summarizes the Company's net loss and net loss per share as if the Company had adopted the provisions of Statement 143 on December 31, 1999, including an associated pro forma asset retirement obligation of $33.5 million, $30.9 million and $25.7 million as of December 31, 2002, 2001 and 2000, respectively.
DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002 2001 2000 ------------ ------------ ------------ Net loss applicable to common stock, as reported...................................... $(36,693) $(108,999) $ (94,470) Pro forma adjustments to reflect retroactive adoption of Statement 143..................... (2,306) (2,216) (1,962) -------- --------- --------- Pro forma net loss.............................. $(38,999) $(111,215) $ (96,432) ======== ========= ========= Net loss per share: Basic and diluted -- as reported.............. $ (0.36) $ (1.11) $ (1.04) ======== ========= ========= Basic and diluted -- pro forma................ $ (0.39) $ (1.13) $ (1.06) ======== ========= =========
F-27 SCHEDULE 2 LAMAR ADVERTISING COMPANY VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
BALANCE AT CHARGED TO BEGINNING COSTS AND BALANCE AT OF PERIOD EXPENSES DEDUCTIONS END OF PERIOD ---------- ---------- ---------- ------------- (IN THOUSANDS) Year ended December 31, 2002 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts................................... $ 4,914 9,036 9,036 4,914 Deducted in balance sheet from intangible assets: Amortization of intangible assets..................................... $569,322 130,142 -- 699,464 Year ended December 31, 2001 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts................................... $ 4,914 7,794 7,794 4,914 Deducted in balance sheet from intangible assets: Amortization of intangible assets..................................... $356,725 212,597 -- 569,322 Year ended December 31, 2000 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts................................... $ 3,928 5,991 5,005 4,914 Deducted in balance sheet from intangible assets: Amortization of intangible assets..................................... $171,316 185,409 -- 356,725
F-28 INDEPENDENT AUDITORS' REPORT Board of Directors Lamar Media Corp.: We have audited the accompanying consolidated balance sheets of Lamar Media Corp. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholder's equity and cash flows for each of the years in the three-year period ended December 31, 2002. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Lamar Media Corp. and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1(d) to the consolidated financial statements of Lamar Advertising Company, effective July 1, 2001, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001. The provisions of SFAS No. 142 were fully adopted on January 1, 2002. /s/ KPMG LLP KPMG LLP New Orleans, Louisiana February 5, 2003, except as to Note 5 which is as of March 7, 2003 F-29 LAMAR MEDIA CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, --------------------------- 2002 2001 ------------ ------------ (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ASSETS Current assets: Cash and cash equivalents................................. $ 15,610 $ 12,885 Cash on deposit for debt extinguishment................... 266,657 -- Receivables, net of allowance for doubtful accounts of $4,914 in 2002 and 2001................................ 92,295 93,043 Prepaid expenses.......................................... 30,091 27,176 Deferred income tax asset................................. 6,428 5,945 Other current assets...................................... 14,293 17,688 ---------- ---------- Total current assets........................................ 425,374 156,737 ---------- ---------- Property, plant and equipment............................... 1,850,657 1,777,399 Less accumulated depreciation and amortization............ (566,889) (451,686) ---------- ---------- Net property, plant and equipment........................... 1,283,768 1,325,713 ---------- ---------- Goodwill (note 3)........................................... 1,171,595 1,127,426 Intangible assets (note 3).................................. 975,998 1,028,653 Other assets................................................ 18,174 16,580 ---------- ---------- Total assets................................................ $3,874,909 $3,655,109 ========== ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Trade accounts payable.................................... $ 10,051 $ 10,048 Current maturities of long-term debt (note 5)............. 4,687 66,559 Current maturities related to debt extinguishment......... 255,000 -- Accrued expenses (note 4)................................. 25,981 22,362 Deferred income........................................... 13,942 11,618 ---------- ---------- Total current liabilities................................... 309,661 110,587 ---------- ---------- Long-term debt (note 5)..................................... 1,447,246 1,457,526 Deferred income taxes (note 6).............................. 129,924 133,186 Other liabilities........................................... 7,366 7,724 ---------- ---------- Total liabilities........................................... 1,894,197 1,709,023 ---------- ---------- Stockholder's equity: Common stock, $.01 par value, authorized 3,000 shares; 100 shares issued and outstanding at December 31, 2002 and 2001................................................... -- -- Additional paid-in capital................................ 2,281,901 2,222,317 Accumulated deficit....................................... (301,189) (276,231) ---------- ---------- Stockholder's equity........................................ 1,980,712 1,946,086 ---------- ---------- Total liabilities and stockholder's equity.................. $3,874,909 $3,655,109 ========== ==========
See accompanying notes to consolidated financial statements. F-30 LAMAR MEDIA CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, -------------------------------- 2002 2001 2000 -------- --------- --------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Net revenues............................................... $775,682 $ 729,050 $ 687,319 -------- --------- --------- Operating expenses: Direct advertising expenses............................. 274,772 251,483 217,465 General and administrative expenses..................... 166,895 150,786 137,292 Depreciation and amortization........................... 274,644 351,754 315,465 Gain on disposition of assets........................... (336) (923) (986) -------- --------- --------- 715,975 753,100 669,236 -------- --------- --------- Operating income (loss)................................. 59,707 (24,050) 18,083 Other expense (income): Loss on early extinguishment of debt.................... 5,850 -- -- Interest income......................................... (929) (640) (1,715) Interest expense........................................ 92,178 113,026 147,607 -------- --------- --------- 97,099 112,386 145,892 -------- --------- --------- Loss before income taxes................................... (37,392) (136,436) (127,809) Income tax benefit (note 6)................................ (12,434) (38,870) (35,879) -------- --------- --------- Net loss................................................... $(24,958) $ (97,566) $ (91,930) ======== ========= =========
See accompanying notes to consolidated financial statements. F-31 LAMAR MEDIA CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
ADDITIONAL COMMON PAID-IN ACCUMULATED STOCK CAPITAL DEFICIT TOTAL ------- ----------- ------------ ---------- (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Balance, December 31, 1999........................... $ -- 1,469,606 (86,735) 1,382,871 Contribution from parent.......................... -- 385,815 -- 385,815 Net loss.......................................... -- -- (91,930) (91,930) ----- --------- -------- --------- Balance, December 31, 2000........................... $ -- 1,855,421 (178,665) 1,676,756 Contribution from parent.......................... -- 366,896 -- 366,896 Net loss.......................................... -- -- (97,566) (97,566) ----- --------- -------- --------- Balance, December 31, 2001........................... $ -- 2,222,317 (276,231) 1,946,086 Contribution from parent.......................... -- 59,584 -- 59,584 Net loss.......................................... -- -- (24,958) (24,958) ----- --------- -------- --------- Balance, December 31, 2002........................... $ -- 2,281,901 (301,189) 1,980,712 ===== ========= ======== =========
See accompanying notes to consolidated financial statements. F-32 LAMAR MEDIA CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, ------------------------------ 2002 2001 2000 -------- -------- -------- (IN THOUSANDS) Cash flows from operating activities: Net loss.................................................. $(24,958) $(97,566) $(91,930) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization.......................... 274,644 351,754 315,465 Gain on disposition of assets.......................... (336) (923) (986) Loss on early extinguishment of debt................... 2,424 -- -- Deferred income tax benefit............................ (8,325) (39,582) (35,737) Provision for doubtful accounts........................ 9,036 7,794 5,991 Changes in operating assets and liabilities: (Increase) decrease in: Receivables.......................................... (6,451) (9,810) (13,786) Prepaid expenses..................................... (2,533) (1,322) (1,371) Other assets......................................... 2,804 2,916 4,568 Increase (decrease) in: Trade accounts payable............................... 3 131 (1,574) Accrued expenses..................................... 1,965 (14,641) (1,910) Deferred income...................................... 2,051 (173) (964) Other liabilities.................................... (505) 124 196 -------- -------- -------- Net cash provided by operating activities......... 249,819 198,702 177,962 -------- -------- -------- Cash flows from investing activities: Capital expenditures...................................... (78,390) (85,320) (78,304) Purchase of new markets................................... (78,326) (298,134) (355,958) Increase in notes receivable.............................. (1,650) -- -- Proceeds from sale of property and equipment.............. 3,412 4,916 2,827 -------- -------- -------- Net cash used in investing activities............. (154,954) (378,538) (431,435) -------- -------- -------- Cash flows from financing activities: Contribution from parent.................................. -- 48,000 200,212 Proceeds from issuance of long-term debt.................. 256,360 -- -- Deposits for debt extinguishment.......................... (266,657) -- -- Principal payments on long-term debt...................... (140,700) (67,046) (5,330) Debt issuance costs....................................... (1,183) (573) (1,470) Increase in notes payable................................. 40 -- -- Net borrowing under credit agreements..................... 60,000 140,000 124,000 -------- -------- -------- Net cash (used in) provided by financing activities...................................... (92,140) 120,381 317,412 -------- -------- -------- Net increase (decrease) in cash and cash equivalents..................................... 2,725 (59,455) 63,939 Cash and cash equivalents at beginning of period.......... 12,885 72,340 8,401 -------- -------- -------- Cash and cash equivalents at end of period................ $ 15,610 $ 12,885 $ 72,340 ======== ======== ======== Supplemental disclosures of cash flow information: Cash paid for interest.................................... $ 94,729 $119,000 $147,875 ======== ======== ======== Cash paid for state and federal income taxes.............. $ 745 $ 1,189 $ 1,936 ======== ======== ========
See accompanying notes to consolidated financial statements. F-33 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (1) SIGNIFICANT ACCOUNTING POLICIES (A) NATURE OF BUSINESS Lamar Media Corp. is a wholly-owned subsidiary of Lamar Advertising Company. Lamar Media Corp. is engaged in the outdoor advertising business operating approximately 146,000 outdoor advertising displays in 44 states. Lamar Media's operating strategy is to be the leading provider of outdoor advertising services in the markets it serves. In addition, Lamar Media operates a logo sign business in 21 states throughout the United States and in one province of Canada. Logo signs are erected pursuant to state-awarded service contracts on public rights-of-way near highway exits and deliver brand name information on available gas, food, lodging and camping services. Included in the Company's logo sign business are tourism signing contracts. Certain footnotes are not provided for the accompanying financial statements as the information in notes 2, 4, 6, 11 through 13, 15 and 17 and portions of notes 1, 8 and 10 to the consolidated financial statements of Lamar Advertising Company included elsewhere in this Annual Report are substantially equivalent to that required for the consolidated financial statements of Lamar Media Corp. Earnings per share data is not provided for the operating results of Lamar Media Corp. as it is a wholly-owned subsidiary of Lamar Advertising Company. (B) PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include Lamar Media Corp., its wholly-owned subsidiaries, The Lamar Company, LLC, Lamar Central Outdoor, Inc., Lamar Oklahoma Holding Co., Inc., Lamar Advertising Southwest, Inc., Lamar DOA Tennessee Holdings, Inc., and Interstate Logos, LLC. and their majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. (2) NONCASH FINANCING AND INVESTING ACTIVITIES A summary of significant noncash financing and investing activities for the years ended December 31, 2002, 2001 and 2000:
2002 2001 2000 ------- ------- ------- Parent company stock contributed for acquisitions....... $56,100 29,000 185,603 Note payable converted to contributed capital........... -- 287,500 -- Debt issuance costs..................................... 3,640 -- --
F-34 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (3) GOODWILL AND OTHER INTANGIBLE ASSETS The following is a summary of intangible assets at December 31, 2002 and December 31, 2001:
2002 2001 ------------------------- ------------------------- ESTIMATED GROSS GROSS LIFE CARRYING ACCUMULATED CARRYING ACCUMULATED (YEARS) AMOUNT AMORTIZATION AMOUNT AMORTIZATION --------- ---------- ------------ ---------- ------------ AMORTIZABLE INTANGIBLE ASSETS: Debt issuance costs and fees.................. 7-10 $ 29,304 $ 16,992 $ 24,625 $ 11,756 Customer lists and contracts............. 7-10 371,787 196,084 359,154 145,180 Non-competition agreements............ 3-15 57,023 39,458 56,419 31,841 Site locations........... 15 937,773 177,016 882,180 115,314 Other.................... 5-15 15,399 5,738 14,605 4,239 ---------- -------- ---------- -------- 1,411,286 435,288 1,336,983 308,330 UNAMORTIZABLE INTANGIBLE ASSETS: Goodwill................. $1,424,361 $252,766 $1,380,192 $252,766
The changes in the carrying amount of goodwill for the year ended December 31, 2002 are as follows: Balance as of December 31, 2001............................. $1,380,192 Goodwill acquired during the year........................... 44,169 Impairment losses........................................... -- ---------- Balance as of December 31, 2002............................. $1,424,361 ==========
In accordance with SFAS No. 142, Lamar Media is required to evaluate its existing intangible assets and goodwill that were acquired in purchase business combinations, and to make any necessary reclassifications in order to conform with the new classification criteria in SFAS No. 141 for recognition separate from goodwill. Lamar Media is required to reassess the useful lives and residual values of all intangible assets acquired, and make any necessary amortization period adjustments. If an intangible asset is identified as having an indefinite useful life, Lamar Media will be required to test the intangible asset for impairment in accordance with the provisions of SFAS No. 142. Impairment is measured as the excess of carrying value over the fair value of an intangible asset with an indefinite life. Based upon it's review, no impairment charge was required upon the adoption of SFAS No. 142 or at its annual test for impairment on December 31, 2002. The following table illustrates the effect of the adoption of SFAS No. 142 on prior periods:
YEARS ENDED DECEMBER 31, -------------------------------- 2002 2001 2000 -------- --------- --------- Reported net loss applicable to common stock....... $(24,958) $ (97,566) $ (91,930) Add: goodwill amortization, net of tax............. -- 70,463 60,752 -------- --------- --------- Adjusted net loss applicable to common stock....... $(24,958) $ (27,103) $ (31,178) ======== ========= =========
F-35 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) (4) ACCRUED EXPENSES The following is a summary of accrued expenses at December 31, 2002 and 2001:
2002 2001 ------- ------ Payroll..................................................... $ 7,686 4,982 Interest.................................................... 8,618 11,169 Other....................................................... 9,677 6,211 ------- ------ $25,981 22,362 ======= ======
(5) LONG-TERM DEBT Long-term debt consists of the following at December 31, 2002 and 2001:
2002 2001 ---------- --------- 7 1/4% Senior subordinated notes............................ $ 260,000 -- 9 5/8% Senior subordinated notes (1996 Notes)............... 255,000 255,000 8 5/8% Senior subordinated notes (1997 Notes)............... 199,230 199,104 Bank Credit Agreement....................................... 975,500 978,500 9 1/4% Senior subordinated notes............................ -- 74,073 8% Unsecured subordinated notes............................. 7,333 9,333 Other notes with various rates and terms.................... 9,870 8,075 ---------- --------- 1,706,933 1,524,085 Less current maturities..................................... (259,687) (66,559) ---------- --------- $1,447,246 1,457,526 ========== =========
Long-term debt matures as follows: 2003........................................................ $ 259,687 2004........................................................ 4,336 2005........................................................ 56,545 2006........................................................ 68,624 2007........................................................ 281,978 Later years................................................. 1,035,763
On August 10, 1999, Lamar Media Corp. borrowed from Lamar Advertising Company, its parent, $287,500 in exchange for a note payable bearing interest at 5 1/4% due 2006. The proceeds were used to pay down existing bank debt of the Company. Effective January 30, 2001, Lamar Media Corp. and its subsidiaries entered into an amendment to its bank credit agreement for the purposes of increasing "Incremental Loan Commitments" from $400,000 to $1,000,000 and affording Lamar Media Corp. and Lamar Advertising Company more flexibility in incurring debt. The "Total Debt Ratio", previously measured at the Lamar Advertising Company level, is now measured at the Lamar Media Corp. level with the result that the 5 1/4% convertible Notes will be excluded from this ratio. In connection with these changes, the note receivable and notes payable of equal amounts between Lamar Advertising and Lamar Media, its wholly-owned subsidiary, were canceled. The cancellation of the note of $287,500 is treated as capital contributed by the parent on Lamar Media's balance sheet effective January 30, 2001. F-36 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The presentation of long-term debt is in accordance with the terms of the new credit agreement discussed in Note 8 to the consolidated financial statements of Lamar Advertising Company. (6) INCOME TAXES Income tax benefit for the years ended December 31, 2002, 2001 and 2000, consists of:
CURRENT DEFERRED TOTAL ------- -------- ------- Year ended December 31, 2002: U.S. federal.......................................... $(5,068) (7,090) (12,158) State and local....................................... 870 (1,685) (815) Foreign............................................... 89 450 539 ------- ------- ------- $(4,109) (8,325) (12,434) ======= ======= ======= Year ended December 31, 2001: U.S. federal.......................................... $ -- (31,618) (31,618) State and local....................................... 712 (7,513) (6,801) Foreign............................................... -- (451) (451) ------- ------- ------- $ 712 (39,582) (38,870) ======= ======= ======= Year ended December 31, 2000: U.S. federal.......................................... $ -- (28,865) (28,865) State and local....................................... (142) (6,872) (7,014) ------- ------- ------- $ (142) (35,737) (35,879) ======= ======= =======
Income tax expense (benefit) attributable to continuing operations for the years ended December 31, 2002, 2001 and 2000, differs from the amounts computed by applying the U.S. federal income tax rate of 34 percent to loss before income taxes as follows:
2002 2001 2000 -------- -------- -------- Computed expected tax benefit........................ $(12,713) $(46,388) $(43,455) Increase (reduction) in income taxes resulting from: Book expenses not deductible for tax purposes..... 689 590 754 Amortization of non-deductible goodwill........... (31) 13,402 11,845 State and local income taxes, net of federal income tax benefit............................. (560) (4,488) (4,629) Other differences, net............................ 181 (1,986) (394) -------- -------- -------- $(12,434) $(38,870) $(35,879) ======== ======== ========
F-37 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2002 and 2001 are presented below:
2002 2001 --------- --------- Current deferred tax assets: Receivables, principally due to allowance for doubtful accounts.............................................. $ 1,916 $ 1,916 Accrued liabilities not deducted for tax purposes........ 2,142 1,578 Net operating loss carryforward.......................... -- 451 Other.................................................... 2,370 2,000 --------- --------- Net current deferred tax asset........................... $ 6,428 $ 5,945 ========= ========= Non-current deferred tax liabilities: Plant and equipment, principally due to differences in depreciation.......................................... $ (10,821) $ (3,550) Intangibles, due to differences in amortizable lives..... (243,680) (245,587) --------- --------- (254,501) (249,137) Non-current deferred tax assets: Plant and equipment, due to basis differences on acquisitions.......................................... 47,492 57,349 Plant and equipment, due to basis differences on acquisitions and costs capitalized for tax purposes... 4,288 4,305 Investment in affiliates and plant and equipment, due to gains recognized for tax purposes and deferred for financial reporting purposes.......................... 941 941 Accrued liabilities not deducted for tax purposes........ 3,062 2,861 Net operating loss carryforward.......................... 68,164 49,470 Minimum tax credit....................................... -- 331 Other, net............................................... 630 694 --------- --------- 124,577 115,951 --------- --------- Net non-current deferred tax liability................... $(129,924) $(133,186) ========= =========
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that Lamar Media will realize the benefits of these deductible differences. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. (7) RELATED PARTY TRANSACTIONS Affiliates, as used within these statements, are persons or entities that are affiliated with Lamar Media Corp. or its subsidiaries through common ownership and directorate control. F-38 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) As of December 31, 2002 and 2001, there was a receivable from Lamar Advertising Company, its parent, in the amount of $6,978 and $9,671, respectively. (8) QUARTERLY FINANCIAL DATA (UNAUDITED)
FISCAL YEAR 2002 QUARTERS ------------------------------------------------ MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 -------- -------- ------------ ----------- Net revenues........................... $176,538 $202,529 $201,918 $194,697 Net revenues less direct advertising expenses............................ 109,311 135,897 130,233 125,469 Net (loss) income applicable to common stock............................... (13,331) 2,542 (3,145) (11,024)
FISCAL YEAR 2001 QUARTERS ------------------------------------------------ MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31 -------- -------- ------------ ----------- Net revenues........................... $170,385 $191,788 $188,267 $178,610 Net revenues less direct advertising expenses............................ 108,849 130,473 123,674 114,571 Net loss applicable to common stock.... (32,146) (17,476) (21,434) (26,510)
F-39 SCHEDULE 2 LAMAR MEDIA CORP. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
BALANCE AT CHARGED TO BALANCE AT BEGINNING OF COSTS AND END OF PERIOD EXPENSES DEDUCTIONS PERIOD ------------ ---------- ---------- ---------- (IN THOUSANDS) Year Ended December 31, 2002 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts................................... $ 4,914 9,036 9,036 4,914 Deducted in balance sheet from intangible assets: Amortization of intangible assets..................................... $561,096 126,958 -- 688,054 Year Ended December 31, 2001 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts................................... $ 4,914 7,794 7,794 4,914 Deducted in balance sheet from intangible assets: Amortization of intangible assets..................................... $352,314 208,782 -- 561,096 Year Ended December 31, 2000 Deducted in balance sheet from trade accounts receivable: Allowance for doubtful accounts................................... $ 3,928 5,991 5,005 4,914 Deducted in balance sheet from intangible assets: Amortization of intangible assets..................................... $170,410 181,904 -- 352,314
F-40 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31, 2003 2002 ---------- ------------ (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ASSETS Current assets: Cash and cash equivalents................................. $ 7,870 $ 15,610 Cash on deposit for debt extinguishment................... -- 266,657 Receivables, net of allowance for doubtful accounts of $4,543 and $4,914 in 2003 and 2002, respectively........ 91,190 92,382 Prepaid expenses.......................................... 41,874 30,091 Deferred tax asset........................................ 5,758 6,428 Other current assets...................................... 7,555 7,315 ---------- ---------- Total current assets.................................... 154,247 418,483 ---------- ---------- Property, plant and equipment............................... 1,889,612 1,850,657 Less accumulated depreciation and amortization............ (603,223) (566,889) ---------- ---------- Net property, plant and equipment....................... 1,286,389 1,283,768 ---------- ---------- Goodwill.................................................... 1,179,934 1,178,428 Intangible assets, net...................................... 978,914 988,953 Other assets -- non-current................................. 19,557 18,474 ---------- ---------- Total assets............................................ $3,619,041 $3,888,106 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable.................................... $ 10,421 $ 10,051 Current maturities of long-term debt...................... 5,663 4,687 Current maturities related to debt extinguishment......... -- 255,000 Accrued expenses.......................................... 23,895 38,881 Deferred income........................................... 15,060 13,942 ---------- ---------- Total current liabilities............................... 55,039 322,561 ---------- ---------- Long-term debt.............................................. 1,732,500 1,734,746 Deferred income taxes....................................... 94,408 114,260 Other liabilities........................................... 41,243 7,366 ---------- ---------- Total liabilities....................................... 1,923,190 2,178,933 ---------- ---------- Stockholders' equity: Series AA preferred stock, par value $.001, $63.80 cumulative dividends, authorized 5,720 shares; 5,719 shares issued and outstanding at 2003 and 2002.......... -- -- Class A preferred stock, par value $638, $63.80 cumulative dividends, 10,000 shares authorized; 0 shares issued and outstanding at 2003 and 2002............................ -- -- Class A common stock, par value $.001, 175,000,000 shares authorized, 85,707,418 and 85,077,038 shares issued and outstanding at 2003 and 2002, respectively..................................... 86 85 Class B common stock, par value $.001, 37,500,000 shares authorized, 16,417,073 shares issued and outstanding at 2003 and 2002........................................... 16 16 Additional paid-in capital................................ 2,055,749 2,036,709 Accumulated deficit....................................... (360,000) (327,637) ---------- ---------- Stockholders' equity.................................... 1,695,851 1,709,173 ---------- ---------- Total liabilities and stockholders' equity.............. $3,619,041 $3,888,106 ========== ==========
See accompanying notes to condensed consolidated financial statements. F-41 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, ----------------------------------- 2003 2002 ---------------- ---------------- (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) Net revenues................................................ $ 184,221 $ 176,538 ------------ ------------ Operating expenses (income) Direct advertising expenses............................... 71,557 67,227 General and administrative expenses....................... 42,847 41,206 Depreciation and amortization............................. 67,513 67,100 Gain on disposition of assets............................. (30) (89) ------------ ------------ 181,887 175,444 ------------ ------------ Operating income.......................................... 2,334 1,094 Other expense (income) Loss on extinguishment of debt............................ 11,173 -- Interest income........................................... (118) (221) Interest expense.......................................... 23,760 26,776 ------------ ------------ 34,815 26,555 ------------ ------------ Loss before income tax benefit and cumulative effect of a change in accounting principle............................ (32,481) (25,461) Income tax benefit.......................................... (11,888) (9,298) ------------ ------------ Loss before cumulative effect of a change in accounting principle................................................. (20,593) (16,163) Cumulative effect of change in accounting principle, net of tax benefit............................................... (11,679) -- ------------ ------------ Net loss.................................................... (32,272) (16,163) Preferred stock dividends................................... 91 91 ------------ ------------ Net loss applicable to common stock......................... $ (32,363) $ (16,254) ============ ============ Loss per common share: Loss before a change in accounting principle................ $ (.20) $ (.16) Cumulative effect of a change in accounting principle....... (.12) (--) ------------ ------------ Net loss.................................................... $ (.32) $ (.16) ============ ============ Weighted average common shares outstanding.................. 101,667,397 100,542,109 Incremental common shares from dilutive stock options....... -- -- Incremental common shares from convertible debt............. -- -- ------------ ------------ Weighted average common shares assuming dilution............ 101,667,397 100,542,109 ============ ============
See accompanying notes to condensed consolidated financial statements. F-42 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, -------------------- 2003 2002 --------- -------- (UNAUDITED) (IN THOUSANDS) Cash flows from operating activities: Net loss.................................................. $ (32,272) $(16,163) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization.......................... 67,513 67,100 Gain on disposition of assets.......................... (30) (89) Deferred tax benefit................................... (11,982) (4,025) Provision for doubtful accounts........................ 2,325 2,744 Loss on debt extinguishment............................ 11,173 -- Cumulative effect of a change in accounting principle............................................. 11,679 -- Changes in operating assets and liabilities: (Increase) decrease in: Receivables.......................................... (475) (5,698) Prepaid expenses..................................... (11,533) (11,773) Other assets......................................... (1,422) (8,130) Increase (decrease) in: Trade accounts payable............................... 371 1,652 Accrued expenses..................................... (15,441) (10,382) Deferred income...................................... 1,148 2,085 --------- -------- Net cash provided by operating activities......... 21,054 17,321 --------- -------- Cash flows from investing activities: Acquisition of new markets................................ (6,638) (38,211) Capital expenditures...................................... (17,808) (14,121) Proceeds from disposition of assets....................... 938 701 --------- -------- Net cash used in investing activities............. (23,508) (51,631) --------- -------- Cash flows from financing activities: Debt issuance costs....................................... (8,356) (1,050) Net proceeds from issuance of common stock................ 953 6,355 Principle payments and repayment premiums on long-term debt................................................... (264,449) (16,668) Net borrowings under credit agreements.................... -- 60,000 Cash from deposits for debt extinguishment................ 266,657 -- Dividends................................................. (91) (91) --------- -------- Net cash (used in) provided by financing activities...................................... (5,286) 48,546 --------- -------- Net (decrease) increase in cash and cash equivalents...... (7,740) 14,236 Cash and cash equivalents at beginning of period.......... 15,610 12,885 --------- -------- Cash and cash equivalents at end of period................ $ 7,870 $ 27,121 ========= ======== Supplemental disclosures of cash flow information: Cash paid for interest.................................... $ 27,792 $ 30,343 ========= ======== Cash paid for state and federal income taxes.............. $ 146 $ 311 ========= ======== Common stock issuance related to acquisitions............. $ 18,000 $ 38,000 ========= ========
See accompanying notes to condensed consolidated financial statements. F-43 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA) 1. SIGNIFICANT ACCOUNTING POLICIES The information included in the foregoing interim consolidated financial statements is unaudited. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company's financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements and the notes thereto included in the 2002 Combined Form 10-K. Certain amounts in the prior year's consolidated financial statements have been reclassified to conform with the current year presentation. These reclassifications had no effect on previously reported net loss. 2. ACQUISITIONS On March 3, 2003, the Company purchased the stock of Delite Outdoor, Inc. for $18,000. The purchase price consisted of 588,543 shares of Lamar Advertising Class A common stock valued at $18,000. During the three months ended March 31, 2003, the Company completed 13 additional acquisitions of outdoor advertising assets for a cash purchase price of approximately $6,638. Each of these acquisitions was accounted for under the purchase method of accounting, and, accordingly, the accompanying consolidated financial statements include the results of operations of each acquired entity from the date of acquisition. The acquisition costs have been allocated to assets acquired and liabilities assumed based on fair market value at the dates of acquisition. The following is a summary of the preliminary allocation of the acquisition costs in the above transactions.
DELITE OUTDOOR INC. OTHER TOTAL ------------ ----- ------ Current assets........................................... 911 18 929 Property, plant and equipment............................ 4,580 1,835 6,415 Goodwill................................................. 47 1,459 1,506 Site locations........................................... 10,048 2,943 12,991 Non-competition agreements............................... 145 120 265 Customer lists and contracts............................. 2,732 657 3,389 Current liabilities...................................... 108 394 502 Long-term liabilities.................................... 355 -- 355 ------ ----- ------ 18,000 6,638 24,638 ====== ===== ======
Summarized below are certain unaudited pro forma statements of operations data for the three months ended March 31, 2003 and March 31, 2002 as if each of the above acquisitions and the acquisitions occurring in 2002, which were fully described in the 2002 Combined Form 10-K, had been consummated as of January 1, 2002 and the adoption of SFAS No. 143 as of January 1, 2002. This pro forma information does not purport to represent what the Company's results of operations actually would F-44 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) have been had such transactions occurred on the date specified or to project the Company's results of operations for any future periods.
THREE MONTHS ENDED MARCH 31, --------------------- 2003 2002 --------- --------- Net revenues................................................ $(184,848) $(179,171) ========= ========= Net loss before cumulative effect of a change in accounting principle................................................. $ (20,689) $ (17,107) ========= ========= Net loss applicable to common stock......................... $ (32,459) $ (26,448) ========= ========= Net loss per common share................................... $ (0.32) $ (0.26) ========= =========
3. GOODWILL AND OTHER INTANGIBLE ASSETS The following is a summary of intangible assets at March 31, 2003 and December 31, 2002.
MARCH 31, 2003 DECEMBER 31, 2002 ------------------------- ----------------------------- ESTIMATED GROSS LIFE CARRYING ACCUMULATED GROSS CARRYING ACCUMULATED (YEARS) AMOUNT AMORTIZATION AMOUNT AMORTIZATION --------- ---------- ------------ -------------- ------------ AMORTIZABLE INTANGIBLE ASSETS Debt issuance costs and fees................... 7-10 $ 57,565 $ 29,052 $ 52,202 $ 27,533 Customer lists and contracts.............. 7-10 375,176 208,933 371,787 196,084 Non-competition agreements............. 3-15 57,288 41,213 57,023 39,458 Site locations........... 15 950,764 192,706 937,773 177,016 Other.................... 5-15 16,242 6,217 15,997 5,738 ---------- -------- ---------- -------- $1,457,035 $478,121 $1,434,782 $445,829 UNAMORTIZABLE INTANGIBLE ASSETS: Goodwill................. $1,433,569 $253,635 $1,432,063 $253,635
The changes in the carrying amount of goodwill for the three months ended March 31, 2003 are as follows: Balance as of December 31, 2002............................. $1,432,063 Goodwill acquired during the quarter........................ 1,506 Impairment losses........................................... -- ---------- Balance as of March 31, 2003................................ $1,433,569 ==========
4. LONG-TERM DEBT On December 23, 2002, Lamar Media Corp. completed an offering of $260,000 7 1/4% Senior Subordinated Notes due 2013. These notes are unsecured senior subordinated obligations and will be subordinated to all of Lamar Media's existing and future senior debt, rank equally with all of Lamar Media's existing and future senior subordinated debt and rank senior to any future subordinated debt of Lamar Media. The net proceeds from the issuance and sale of these notes, together with additional cash, was used to redeem all of the outstanding $255,000 principle amount of Lamar Media's 9 5/8% Senior Subordinated Notes due 2006 on January 22, 2003 at a redemption price equal to 103.208% of the F-45 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) aggregate principle amount thereof plus accrued interest through the redemption date of approximately $3,477 for a total redemption price of approximately $266,657. The Company recorded a loss on the extinguishment of debt of $11,173 in the first quarter of 2003 which consists of a prepayment premium of $8,180 and associated debt issuance costs of $2,993. 5. ASSET RETIREMENT OBLIGATION Effective January 1, 2003, the Company adopted Statement of Financial Accounting Standard (SFAS) No. 143, "Accounting for Asset Retirement Obligations," and recorded a loss of $11,679 as the cumulative effect of a change in accounting principle, which is net of a tax benefit of $7,467. Prior to our adoption of SFAS No. 143, the Company expensed these costs at the date of retirement. Also, as of January 1, 2003, we recorded additions to property, plant and equipment totaling $23,114 under the provisions of SFAS No. 143. All of our asset retirement obligations relate to the Company's structure inventory that it considers would be retired upon dismantlement of the advertising structure. The following table reflects information related to our asset retirement obligations:
MARCH 31, 2003 -------------- Balance at beginning of period.............................. $33,467 Accretion expense........................................... 559 Liabilities settled......................................... (118) ------- Balance at end of period.................................... $33,908 =======
The following pro forma data summarizes the Company's net loss and net loss per common share as if the Company had adopted the provisions of SFAS No. 143 on January 1, 2002, including an associated pro forma asset retirement obligation on that date of $30,875.
MARCH 31, 2002 -------------- Net loss applicable to common stock, as reported............ $(16,254) Pro forma adjustments to reflect retroactive adoption of SFAS No. 143.............................................. (9,971) -------- Pro forma net loss applicable to common stock............... $(26,225) ======== Net loss per common share -- basic and diluted: Net loss, as reported....................................... $ (0.16) Net loss, pro forma......................................... $ (0.26)
6. STOCK-BASED COMPENSATION The Company accounts for its stock option plan under the intrinsic value method in accordance with the provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees", and related interpretations. As such, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation" and SFAS No. 148, "Accounting for Stock-Based Compensation -- Transition and Disclosure an amendment of FASB Statement No. 123," permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB Opinion No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 has been applied. F-46 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The following table illustrates the effect on net loss and loss per share if we had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation:
THREE MONTHS ENDED MARCH 31, ------------------- 2003 2002 -------- -------- Net loss applicable to common stock, as reported............ $(32,363) $(16,254) Deduct: Total stock based employee compensation expense determined under fair value based method for all awards, net of related tax effect................................. (1,011) (2,049) -------- -------- Pro forma net loss applicable to common stock............... $(33,374) $(18,303) ======== ======== Net loss per common share -- basic and diluted: Net loss, as reported..................................... $ (0.32) $ (0.16) Net loss, pro forma....................................... $ (0.33) $ (0.18)
7. SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES Separate financial statements of each of the Company's direct or indirect wholly-owned subsidiaries that have guaranteed Lamar Media's obligations with respect to its publicly issued notes (collectively, the Guarantors) are not included herein because the Company has no independent assets or operations, the guarantees are full and unconditional and joint and several and the only subsidiary that is not a guarantor is considered to be minor. Lamar Media's ability to make distributions to Lamar Advertising is restricted under the terms of its bank credit facility and the indentures relating to Lamar Media's outstanding notes. As of March 31, 2003 and December 31, 2002, the net assets restricted as to transfers from Lamar Media Corp. to Lamar Advertising Company in the form of cash dividends, loans or advances were $1,903,292 and $1,915,035, respectively. 8. EARNINGS PER SHARE Earnings per share are computed in accordance with SFAS No. 128, "Earnings Per Share." The calculations of basic earnings per share exclude any dilutive effect of stock options and convertible debt while diluted earning per share includes the dilutive effect of stock options and convertible debt. The number of potentially dilutive shares excluded from the calculation because of their anti-dilutive effect are 6,590,096 and 6,957,782 for three months ended March 31, 2003 and 2002, respectively. 9. ACCOUNTING PRONOUNCEMENTS In June 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullified Emerging Issues Task Force (EITF) Issue 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity." The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The adoption of SFAS No. 146 did not have a material effect on the Company's financial statements. In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others, an interpretation of FASB Statements No. 5, 57, and 107 and a rescission of FASB Interpretation No. 34." This Interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation F-47 LAMAR ADVERTISING COMPANY AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) undertaken. The initial recognition and measurement provisions of the Interpretation are applicable to guarantees issued or modified after December 31, 2002 and did not have a material effect on the Company's financial statements. In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities, an interpretation of ARB No. 51." This Interpretation addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. The Interpretation applies immediately to variable interest in variable interest entities created after January 31, 2003 and to variable interest entities obtained after January 31, 2003. The application of this Interpretation is not expected to have a material effect on the Company's financial statements as the Company has no variable interest entities. The Interpretation requires certain disclosures in financial statements issued after January 31, 2003, if it is reasonably possible that the Company will consolidate or disclose information about variable interest entities when the Interpretation becomes effective. In April 2003, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities," which amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities." The Company is required to adopt SFAS No. 149 for all contracts entered into or modified after June 30, 2003, except for certain hedging relationships designated after June 30, 2003 pursuant to the guidance in SFAS No. 149. The Company does not expect adoption to have an impact on its consolidated financial statements. F-48 LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31, 2003 2002 ----------- ------------- (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) ASSETS Current assets: Cash and cash equivalents................................. $ 7,870 $ 15,610 Cash on deposit for debt extinguishment................... -- 266,657 Receivables, net of allowance for doubtful accounts of $4,543 and $4,914 in 2003 and 2002, respectively....... 90,959 92,295 Prepaid expenses.......................................... 41,874 30,091 Deferred income tax asset................................. 5,758 6,428 Other current assets...................................... 22,504 14,293 ---------- ---------- Total current assets................................... 168,965 425,374 ---------- ---------- Property, plant and equipment............................... 1,889,612 1,850,657 Less accumulated depreciation and amortization............ (603,223) (566,889) ---------- ---------- Net property, plant and equipment...................... 1,286,389 1,283,768 ---------- ---------- Goodwill.................................................... 1,179,953 1,171,595 Intangible assets........................................... 959,333 975,998 Other assets -- non-current................................. 19,004 18,174 ---------- ---------- Total assets........................................... $3,613,644 $3,874,909 ========== ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current liabilities: Trade accounts payable.................................... $ 10,421 $ 10,051 Current maturities of long-term debt...................... 5,663 4,687 Current maturities related to debt extinguishment......... -- 255,000 Accrued expenses.......................................... 15,113 25,981 Deferred income........................................... 15,060 13,942 ---------- ---------- Total current liabilities.............................. 46,257 309,661 ---------- ---------- Long-term debt.............................................. 1,445,000 1,447,246 Deferred income taxes....................................... 111,877 129,924 Other liabilities........................................... 41,243 7,366 ---------- ---------- Total liabilities...................................... 1,644,377 1,894,197 ---------- ---------- Stockholder's equity: Common stock, $0.01 par value, authorized 3,000 shares; 100 shares issued and outstanding at March 31, 2003 and December 31, 2002, respectively........................ -- -- Additional paid-in capital................................ 2,299,901 2,281,901 Accumulated deficit....................................... (330,634) (301,189) ---------- ---------- Stockholder's equity................................... 1,969,267 1,980,712 ---------- ---------- Total liabilities and stockholder's equity............. $3,613,644 $3,874,909 ========== ==========
See accompanying notes to condensed consolidated financial statements. F-49 LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, ------------------- 2003 2002 -------- -------- (UNAUDITED) (IN THOUSANDS) Net revenues................................................ $184,221 $176,538 -------- -------- Operating expenses (income) Direct advertising expenses............................... 71,557 67,227 General and administrative expenses....................... 42,820 41,134 Depreciation and amortization............................. 66,682 66,288 Gain on disposition of assets............................. (30) (89) -------- -------- 181,029 174,560 -------- -------- Operating income.......................................... 3,192 1,978 Other expense (income) Loss on extinguishment of debt............................ 11,173 -- Interest income........................................... (118) (221) Interest expense.......................................... 19,986 23,003 -------- -------- 31,041 22,782 -------- -------- Loss before income tax benefit and cumulative effect of a change in accounting principle............................ (27,849) (20,804) Income tax benefit.......................................... (10,083) (7,473) -------- -------- Loss before cumulative effect of a change in accounting principle................................................. (17,766) (13,331) Cumulative effect of a change in accounting principle, net of tax benefit............................................ (11,679) (--) -------- -------- Net loss.................................................... (29,445) (13,331) ======== ========
See accompanying notes to condensed consolidated financial statements. F-50 LAMAR MEDIA CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, -------------------- 2003 2002 --------- -------- (UNAUDITED) (IN THOUSANDS) Cash flows from operating activities: Net loss.................................................. $ (29,445) $(13,331) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization.......................... 66,682 66,288 Gain on disposition of assets.......................... (30) (89) Deferred tax benefit................................... (10,177) (2,200) Provision for doubtful accounts........................ 2,325 2,744 Loss on debt extinguishment............................ 11,173 -- Cumulative effect of change in accounting principle.... 11,679 -- Changes in operating assets and liabilities: (Increase) decrease in: Receivables.......................................... (8,389) (7,791) Prepaid expenses..................................... (11,533) (11,773) Other assets......................................... (1,169) (7,274) Increase (decrease) in: Trade accounts payable............................... 371 1,652 Accrued expenses..................................... (11,290) (7,152) Other liabilities.................................... 31 57 Deferred income...................................... 1,082 2,085 --------- -------- Net cash provided by operating activities......... 21,310 23,216 --------- -------- Cash flows from investing activities: Acquisition of new markets................................ (6,032) (37,842) Capital expenditures...................................... (17,808) (14,121) Proceeds from disposition of assets....................... 938 701 --------- -------- Net cash used in investing activities............. (22,902) (51,262) --------- -------- Cash flows from financing activities: Debt issuance costs....................................... (8,356) (1,050) Principle payments and repayment premiums on long-term debt................................................... (264,449) (16,668) Cash from deposits for debt extinguishment................ 266,657 -- Net borrowings under credit agreements.................... -- 60,000 --------- -------- Net cash (used in) provided by financing activities...................................... (6,148) 42,282 --------- -------- Net (decrease) increase in cash and cash equivalents...... (7,740) 14,236 Cash and cash equivalents at beginning of period.......... 15,610 12,885 --------- -------- Cash and cash equivalents at end of period................ $ 7,870 $ 27,121 ========= ======== Supplemental disclosures of cash flow information: Cash paid for interest.................................... $ 20,245 $ 30,343 ========= ======== Cash paid for state and federal income taxes.............. $ 146 $ 311 ========= ======== Parent company stock contributed for acquisitions......... $ 18,000 $ 38,000 ========= ========
See accompanying notes to condensed consolidated financial statements. F-51 LAMAR MEDIA CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS, EXCEPT FOR SHARE DATA) 1. SIGNIFICANT ACCOUNTING POLICIES The information included in the foregoing interim consolidated financial statements is unaudited. In the opinion of management all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of Lamar Media's financial position and results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire year. These condensed consolidated financial statements should be read in conjunction with Lamar Media's consolidated financial statements and the notes thereto included in the 2002 Combined Form 10-K. Certain amounts in the prior year's condensed consolidated financial statements have been reclassified to conform with the current year presentation. These reclassifications had no effect on previously reported results of operations. Certain footnotes are not provided for the accompanying consolidated financial statements as the information in notes 2, 3, 4, 5, 7, 8 and 9 to the condensed consolidated financial statements of Lamar Advertising Company included elsewhere in this report is substantially equivalent to that required for the condensed consolidated financial statements of Lamar Media Corp. Earnings per share data is not provided for the operating results of Lamar Media Corp. as it is a wholly-owned subsidiary of Lamar Advertising Company. F-52 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS Section 145 of the Delaware General Corporation Law (the "DGCL") grants us the power to indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests, and with to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided, however, no indemnification shall be made in connection with any proceeding brought by or in our right where the person involved is adjudged to be liable to us except to the extent approved by a court. Our By-laws provide that any person who is made a party to any action or proceeding because such person is or was our director or officer will be indemnified and held harmless against all claims, liabilities and expenses, including those expenses incurred in defending a claim and amounts paid or agreed to be paid in connection with reasonable settlements made before final adjudication with the approval of the Board of Directors, if such person has not acted, or in the judgment of our shareholders or directors has not acted, with willful or intentional misconduct. The indemnification provided for in our By-laws is expressly not exclusive of any other rights to which those seeking indemnification may be entitled as a matter of law. Our Certificate of Incorporation provides that our directors will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, whether or not an individual continues to be a director at the time such liability is asserted, except for liability (i) for any breach of the director's duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, relating to prohibited dividends or distributions or the repurchase or redemption of stock, or (iv) for any transaction from which the director derives an improper personal benefit. We carry Directors' and Officers' insurance which covers our directors and officers against certain liabilities they may incur when acting in their capacity as directors or officers. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) See Exhibit Index immediately following the signature page. ITEM 22. UNDERTAKINGS Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-1 The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)(4) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR MEDIA CORP. By: /s/ KEVIN P. REILLY, JR. ------------------------------------ Kevin P. Reilly, Jr. President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ KEVIN P. REILLY, JR. Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Kevin P. Reilly, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr. /s/ SEAN REILLY Director July 29, 2003 - -------------------------------------------------- Sean Reilly
II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. AMERICAN SIGNS, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. CANADIAN TODS LIMITED By: /s/ KEVIN P. REILLY, JR. ------------------------------------ Kevin P. Reilly, Jr. President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ KEVIN P. REILLY, JR. Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Kevin P. Reilly, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ SEAN REILLY Director July 29, 2003 ------------------------------------------------ Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr. INTERSTATE LOGOS, L.L.C. Sole and Managing Member July 29, 2003 By: LAMAR MEDIA CORP., its sole and managing member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. COLORADO LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and July 29, 2003 - -------------------------------------------------- Principal Executive Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Keith A. Istre Accounting Officer /s/ SEAN REILLY Director July 29, 2003 - -------------------------------------------------- Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr.
II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. DELAWARE LOGOS, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer Sean Reilly (Principal Executive Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer Keith A. Istre (Principal Financial and Accounting Officer) INTERSTATE LOGOS, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP. Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. FLORIDA LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and July 29, 2003 - -------------------------------------------------- Principal Executive Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Keith A. Istre Accounting Officer /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 - -------------------------------------------------- Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand
II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. GEORGIA LOGOS, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers a of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Accounting Keith A. Istre Officer) INTERSTATE LOGOS, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. HARDIN DEVELOPMENT CORPORATION By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. INTERSTATE LOGOS, L.L.C. BY: /s/ SEAN REILLY ------------------------------------ SEAN REILLY President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) LAMAR MEDIA CORP Sole and Managing Member** July 29, 2003 By: /s/ KEVIN P. REILLY, JR. ------------------------------------------ Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. KANSAS LOGOS INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and July 29, 2003 - -------------------------------------------------- Principal Executive Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Keith A. Istre Accounting Officer /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 - -------------------------------------------------- Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand
II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. KENTUCKY LOGOS, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) INTERSTATE LOGOS, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVAN, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVANTAGE GP COMPANY, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Accounting Keith A. Istre Officer) LAMAR CENTRAL OUTDOOR, INC Sole and Managing Member** July 29, 2003 By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVANTAGE HOLDING COMPANY By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVANTAGE LP COMPANY, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Keith A. Istre Accounting Officer) LAMAR CENTRAL OUTDOOR, INC Sole and Managing Member** July 29, 2003 By: /s/ SEAN REILLY ------------------------------------------ Sean Reilly President
** The Registrant has no directors or managers. II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVANTAGE OUTDOOR COMPANY, L.P. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) LAMAR ADVANTAGE GP COMPANY, LLC General Partner July 29, 2003 By: LAMAR CENTRAL OUTDOOR, INC. its Managing Member By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING OF COLORADO SPRINGS, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and July 29, 2003 - -------------------------------------------------- Principal Executive Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Keith A. Istre Accounting Officer /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING OF KENTUCKY, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING OF LOUISIANA, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) THE LAMAR COMPANY, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP. Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING OF MICHIGAN, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING OF OKLAHOMA, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-23 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING OF PENN, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) THE LAMAR COMPANY, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-24 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING OF SOUTH DAKOTA, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-25 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING OF YOUNGSTOWN, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-26 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ADVERTISING SOUTHWEST, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-27 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR AIR, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer Sean Reilly (Principal Executive Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer Keith A. Istre (Principal Financial and Accounting Officer) THE LAMAR COMPANY, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ------------------------------------------ Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-28 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR BENCHES, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-29 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR CENTRAL OUTDOOR, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-30 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR DOA TENNESSEE HOLDINGS, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 - -------------------------------------- Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------- T. Everett Stewart, Jr.
II-31 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR DOA TENNESSEE, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------------------- T. Everett Stewart, Jr.
II-32 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR ELECTRICAL, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 - -------------------------------------- Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------- T. Everett Stewart, Jr.
II-33 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR FLORIDA, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 - -------------------------------------- Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------- Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------- Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 - -------------------------------------- T. Everett Stewart, Jr.
II-34 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR I-40 WEST, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-35 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR OCI NORTH CORPORATION By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-36 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR OCI SOUTH CORPORATION By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-37 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR OHIO OUTDOOR HOLDING CORP. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-38 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR OKLAHOMA HOLDING COMPANY, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-39 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR PENSACOLA TRANSIT, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-40 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR PINNACLE ACQUISITION CO. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-41 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR T.T.R., L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Accounting Keith A. Istre Officer) LAMAR ADVERTISING OF YOUNGSTOWN, INC. Sole and Managing Member** July 29, 2003 By: /s/ SEAN REILLY ------------------------------------------ Sean Reilly President
** The Registrant has no directors or managers. II-42 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR TENNESSEE, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Keith A. Istre Accounting Officer) THE LAMAR COMPANY, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-43 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR TEXAS GENERAL PARTNER, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-44 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR TEXAS LIMITED PARTNERSHIP By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) and Sean Reilly Director of the General Partner /s/ KEITH A. ISTRE Treasurer and Chief Executive Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Accounting Keith A. Istre Officer) and Director of the General Partner LAMAR TEXAS GENERAL PARTNER, INC. General Partner July 29, 2003 By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President /s/ KEVIN P. REILLY, JR. Director** July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr.
II-45
SIGNATURE TITLE DATE --------- ----- ---- /s/ GERALD H. MARCHAND Director** July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director** July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
** Director of the General Partner. II-46 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer(Principal Financial and Keith A. Istre Accounting Officer) TRIUMPH OUTDOOR HOLDINGS, LLC Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP. Sole and Managing Member By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-47 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. LC BILLBOARD, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) INTERSTATE LOGOS, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP. Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-48 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. MAINE LOGOS, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) INTERSTATE LOGOS, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP. Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-49 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. MICHIGAN LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 - -------------------------------------------------- Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand
II-50 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Amendment No. 2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. MINNESOTA LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 - -------------------------------------------------- Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand
II-51 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. MISSISSIPPI LOGOS, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) INTERSTATE LOGOS, L.L.C., Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-52 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. MISSOURI LOGOS, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) INTERSTATE LOGOS, L.L.C., Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-53 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. NEBRASKA LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 - -------------------------------------------------- Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand
II-54 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. NEVADA LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 ------------------------------------------------ Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand
II-55 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. NEW JERSEY LOGOS, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer Sean Reilly (Principal Executive Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer Keith A. Istre (Principal Financial and Accounting Officer) INTERSTATE LOGOS, L.L.C., Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-56 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. NEW MEXICO LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 ------------------------------------------------ Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand
II-57 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. OHIO LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 ------------------------------------------------ Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand
II-58 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. OKLAHOMA LOGOS, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 - -------------------------------------- Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 - -------------------------------------- Officer (Principal Financial and Keith A. Istre Accounting Officer) INTERSTATE LOGOS, L.L.C., Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ------------------------------ Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-59 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. OUTDOOR MARKETING SYSTEMS, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-60 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. OUTDOOR MARKETING SYSTEMS, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer Sean Reilly (Principal Executive Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer Keith A. Istre (Principal Financial and Accounting Officer) OUTDOOR MARKETING SYSTEMS, INC. Sole and Managing Member** July 29, 2003 By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-61 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. OUTDOOR PROMOTIONS WEST, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer Sean Reilly (Principal Executive Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) TRIUMPH OUTDOOR HOLDINGS, LLC Sole and Managing Member** July 29, 2003 By: LAMAR CENTRAL OUTDOOR, INC., its Sole and Managing Member By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-62 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. PARSONS DEVELOPMENT COMPANY By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-63 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. REVOLUTION OUTDOOR ADVERTISING, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Sean Reilly /s/ KEITH A. ISTRE Officer Director and Principal July 29, 2003 ------------------------------------------------ Financial and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-64 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. SOUTH CAROLINA LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 - -------------------------------------------------- Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand
II-65 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. STOKELY AD AGENCY, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) LAMAR CENTRAL OUTDOOR, INC Sole and Managing Member** July 29, 2003 By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-66 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TENNESSEE LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 - -------------------------------------------------- Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 - -------------------------------------------------- and Accounting Officer Keith A. Istre Director July 29, 2003 - -------------------------------------------------- Kevin P. Reilly, Jr. Director July 29, 2003 - -------------------------------------------------- Sean Reilly Director July 29, 2003 - -------------------------------------------------- Gerald H. Marchand
II-67 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TEXAS LOGOS, L.P. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Keith A. Istre Accounting Officer) OKLAHOMA LOGOS, L.L.C. General Partner July 29, 2003 By: INTERSTATE LOGOS, L.L.C. its Managing Member By: LAMAR MEDIA CORP. its Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
II-68 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. THE LAMAR COMPANY, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Keith A. Istre Accounting Officer) LAMAR MEDIA CORP. Sole and Managing Member** July 29, 2003 By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-69 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TLC PROPERTIES II, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-70 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TLC PROPERTIES, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-71 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TLC PROPERTIES, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Keith A. Istre Accounting Officer) TLC PROPERTIES, INC. Sole and Managing Member** July 29, 2003 By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-72 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TRANS WEST OUTDOOR ADVERTISING, INC. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer Sean Reilly /s/ KEITH A. ISTRE Director and Principal Financial and July 29, 2003 ------------------------------------------------ Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand /s/ T. EVERETT STEWART, JR. Director July 29, 2003 ------------------------------------------------ T. Everett Stewart, Jr.
II-73 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TRANSIT AMERICA LAS VEGAS, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer Sean Reilly (Principal Executive Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer Keith A. Istre (Principal Financial and Accounting Officer) TRIUMPH OUTDOOR HOLDINGS, LLC Sole and Managing Member** July 29, 2003 By: LAMAR CENTRAL OUTDOOR, INC. its Managing Member By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-74 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TRIUMPH OUTDOOR HOLDINGS, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer Sean Reilly (Principal Executive Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer Keith A. Istre (Principal Financial and Accounting Officer) LAMAR CENTRAL OUTDOOR, INC. Sole and Managing Member** July 29, 2003 By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-75 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. TRIUMPH OUTDOOR RHODE ISLAND, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer Sean Reilly (Principal Executive Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer Keith A. Istre (Principal Financial and Accounting Officer) TRIUMPH OUTDOOR HOLDINGS, LLC Sole and Managing Member** July 29, 2003 By: LAMAR CENTRAL OUTDOOR, INC., its Sole and Managing Member By: /s/ SEAN REILLY ----------------------------------------- Sean Reilly President
** The Registrant has no directors or managers. II-76 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. UTAH LOGOS, INC. By: /s/ T. EVERETT STEWART, JR. ------------------------------------ T. Everett Stewart, Jr. President POWER OF ATTORNEY We, the undersigned officers and directors of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ T. EVERETT STEWART, JR. Director and Principal Executive July 29, 2003 ------------------------------------------------ Officer T. Everett Stewart, Jr. /s/ KEITH A. ISTRE Director and Principal Financial July 29, 2003 ------------------------------------------------ and Accounting Officer Keith A. Istre /s/ KEVIN P. REILLY, JR. Director July 29, 2003 ------------------------------------------------ Kevin P. Reilly, Jr. /s/ SEAN REILLY Director July 29, 2003 ------------------------------------------------ Sean Reilly /s/ GERALD H. MARCHAND Director July 29, 2003 ------------------------------------------------ Gerald H. Marchand
II-77 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. VIRGINIA LOGOS, LLC By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating Officer July 29, 2003 ------------------------------------------------ (Principal Executive Officer) Sean Reilly /s/ KEITH A. ISTRE Treasurer and Chief Financial Officer July 29, 2003 ------------------------------------------------ (Principal Financial and Accounting Keith A. Istre Officer) INTERSTATE LOGOS, L.L.C. its Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP., its Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-78 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certified that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baton Rouge, State of Louisiana, on July 29, 2003. WASHINGTON LOGOS, L.L.C. By: /s/ SEAN REILLY ------------------------------------ Sean Reilly President and Chief Operating Officer POWER OF ATTORNEY We, the undersigned officers of the Registrant named above, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and each of them singly, our true and lawful attorneys, with full power to them in any and all capacitates, to sign any amendments to this Registration Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule 462(b) registration statement or amendment thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ SEAN REILLY President and Chief Operating July 29, 2003 ------------------------------------------------ Officer (Principal Executive Sean Reilly Officer) /s/ KEITH A. ISTRE Treasurer and Chief Financial July 29, 2003 ------------------------------------------------ Officer (Principal Financial and Keith A. Istre Accounting Officer) INTERSTATE LOGOS, L.L.C. Sole and Managing Member** July 29, 2003 By: LAMAR MEDIA CORP. Sole and Managing Member By: /s/ KEVIN P. REILLY, JR. ----------------------------------------- Kevin P. Reilly, Jr. President and Chief Executive Officer
** The Registrant has no directors or managers. II-79 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1.1 Amended and Restated Purchase Agreement dated as of December 17, 2002 among Lamar Media Corp., certain subsidiaries of Lamar Media Corp., as guarantors, J.P. Morgan Securities Inc., Wachovia Securities, Inc., SunTrust Capital Markets, Inc. and BNP Paribas Securities Corp. Filed as Exhibit 1.1 to Lamar Media's Current Report on Form 8-K filed on December 27, 2002 (File No. 0-20833) and incorporated herein by reference. 2.1 Agreement and Plan of Merger dated as of July 20, 1999 among Lamar Media Corp., Lamar New Holding Co., and Lamar Holdings Merge Co. Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 22, 1999 (File No. 0-30242) and incorporated herein by reference. 3.1 Certificate of Incorporation of Lamar New Holding Co. Filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.2 Certificate of Amendment of Certificate of Incorporation of Lamar New Holding Co. (whereby the name of Lamar New Holding Co. was changed to Lamar Advertising Company). Filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.3 Certificate of Amendment of Certificate of Incorporation of Lamar Advertising Company. Filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242) filed on August 11, 2000 and incorporated herein by reference. 3.4 Certificate of Correction of Certificate of Incorporation of Lamar Advertising Company. Filed as Exhibit 3.4 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2000 (File No. 0-30242) filed on November 14, 2000 and incorporated herein by reference. 3.5 Amended and Restated Bylaws of the Lamar Advertising Company. Filed as Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999 and incorporated herein by reference. 3.6 Amended and Restated Bylaws of Lamar Media Corp. Filed as Exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 1-12407) filed on November 12, 1999 and incorporated herein by reference. 4.1 Specimen certificate for the shares of Class A common stock of the Company. Filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-05479), and incorporated herein by reference. 4.2 Senior Secured Note dated May 19, 1993. Filed as Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference. 4.3 Indenture dated as of September 24, 1986 relating to the Company's 8% Unsecured Subordinated Debentures. Filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference. 4.4 Indenture dated May 15, 1993 relating to the Company's 11% Senior Secured Notes due May 15, 2003. Filed as Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference. 4.5 First Supplemental Indenture dated July 30, 1996 relating to the Company's 11% Senior Secured Notes due May 15, 2003. Filed as Exhibit 4.5 to the Company's Registration Statement on Form S-1 (File No. 333-05479), and incorporated herein by reference. 4.6 Form of Second Supplemental Indenture in the form of an Amended and Restated Indenture dated November 8, 1996 relating to the Company's 11% Senior Secured Notes due May 15, 2003. Filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 15, 1996 (File No. 1-12407), and incorporated herein by reference. 4.7 Notice of Trustee dated November 8, 1996 with respect to the release of the security interest in the Trustee on behalf of the holders of the Company's 11% Senior Secured Notes due May 15, 2003. Filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on November 15, 1996 (File No. 1-12407), and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.8 Form of Subordinated Note. Filed as Exhibit 4.8 to the Registration Statement on Form S-1 (File No. 333-05479), and incorporated herein by reference. 4.9 Indenture dated as of September 25, 1997 between the Company, certain of its subsidiaries, and State Street Bank and Trust Company, as trustee, relating to the Company's 8 5/8% Senior Subordinated Notes due 2007. Filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on September 30, 1997 (File No. 1-12407), and incorporated herein by reference. 4.10 Form of 8 5/8% Senior Subordinated Note due 2007. Filed as Exhibit 4.10 to the Company's Annual Report on Form 10-K for fiscal year ended December 31, 1997, (File No. 1-12407), filed on March 30, 1998 and incorporated herein by reference. 4.11 Supplemental Indenture to the Indenture dated September 25, 1997 among the Company, certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated October 23, 1998. Filed as Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1998, (File No. 1-12407) and incorporated herein by reference. 4.12 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated July 20, 1999. Filed as Exhibit 4.4 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 0-30242) filed on November 12, 1999 and incorporated herein by reference. 4.13 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated September 15, 1999. Filed as Exhibit 4.2 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 0-30242) filed on November 12, 1999 and incorporated herein by reference. 4.14 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated December 23, 1999. Filed as Exhibit 4.30 to the Company's Annual Report on Form 10-K for fiscal year ended December 31, 1999 (File No. 0-30242), filed on March 28, 2000 and incorporated herein by reference. 4.15 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated as of March 2, 2000. Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended March 31, 2000 (File No. 0-30242) filed on May 15, 2000 and incorporated herein by reference. 4.16 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated as of June 1, 2000. Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242) filed on August 11, 2000 and incorporated herein by reference. 4.17 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated as of August 8, 2000. Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 2000 (File No. 0-30242) filed on November 14, 2000 and incorporated herein by reference. 4.18 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated as of December 31, 2000. Filed as Exhibit 4.40 to Lamar Advertising Company's Annual Report on Form 10-K for the period ended December 31, 2000 (File No. 0-30242) filed on March 23, 2001 and incorporated herein by reference. 4.19 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated as of March 15, 2001. Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended March 31, 2001 (File No. 0-30242) filed on May 14, 2001 and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 4.20 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated as of April 9, 2002. Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended June 30, 2001 (File No. 0-30242) filed on August 13, 2001 and incorporated herein by reference. 4.21 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated as of August 30, 2001. Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 2001 (File No. 0-30242) filed on November 13, 2001 and incorporated herein by reference. 4.22 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated November 12, 2001. Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended March 31, 2002 (File No. 0-30242) filed on May 9, 2002 and incorporated herein by reference. 4.23 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated August 16, 2002. Filed as Exhibit 4.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 2002 (File No. 0-30242) filed on November 13, 2002 and incorporated herein by reference. 4.24 Indenture dated as of December 23, 2002 among Lamar Media Corp., certain subsidiaries of Lamar Media Corp., as guarantors and Wachovia Bank of Delaware, National Association, as trustee. Filed as Exhibit 4.1 to Lamar Media's Current Report on Form 8-K filed on December 27, 2002 (File No. 0-20833) and incorporated herein by reference. 4.25 Form of 7 1/4% Notes Due 2013. Included as Exhibit A to the Indenture dated as of December 23, 2002 among Lamar Media Corp., certain subsidiaries of Lamar Media Corp., as guarantors and Wachovia Bank of Delaware, National Association, as trustee, filed as Exhibit 4.1 to Lamar Media's Current Report on Form 8-K filed on December 27, 2002 (File No. 0-20833) and incorporated herein by reference. 4.26 Registration Rights Agreement dated as of December 23, 2002 among Lamar Media Corp., the guarantors listed on Schedule 1 thereto and J.P. Morgan Securities Inc., Wachovia Securities, Inc., SunTrust Capital Markets, Inc. and BNP Paribas Securities Corp. Filed as Exhibit 10.1 to Lamar Media's Current Report on Form 8-K filed on December 27, 2002 (File No. 0-20833) and incorporated herein by reference. 4.27 Form of Exchange Note. Filed as Exhibit 4.29 to Lamar Media's Registration Statement on Form S-4 filed on January 21, 2003 (File No. 333-102634) and incorporated herein by reference. 4.28 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated November 25, 2002. Filed as Exhibit 4.30 to Lamar Media's Registration Statement on Form S-4/A filed on March 18, 2003 (File No. 333-102634) and incorporated herein by reference. 4.29 Registration Rights Agreement dated as of June , 2003 among Lamar Media Corp., the guarantors listed on Schedule 1 thereto and among Lamar Media Corp., the guarantors listed on Schedule 1 thereto and J.P. Morgan Securities Inc., Wachovia Securities, Inc., Goldman, Sachs & Co. And Morgan Stanley & Co. Incorporated. Filed herewith. 4.30 Supplemental Indenture to the Indenture dated September 25, 1997 among Lamar Media Corp., certain of its subsidiaries and State Street Bank and Trust Company, as Trustee, dated June 9, 2003. Filed herewith. 4.31 Supplemental Indenture to the Indenture dated December 23, 2002 among Lamar Media Corp., certain of its subsidiaries and Wachovia Bank of Delaware, National Association, as Trustee, dated June 9, 2003. Filed herewith. 5.1 Opinion of Palmer & Dodge LLP. Filed herewith. 5.2 Opinion of Cahill Gordon & Reindel. Filed herewith.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 5.3 Opinion of Kean, Miller, Hawthorne, D'Armond, McCowan & Jorman L.L.P. Filed herewith. 10.1 Consulting Agreement dated July 1, 1996 between the Lamar Texas Limited Partnership and the Reilly Consulting Company, L.L.C., of which Kevin P. Reilly Sr. is the manager. Filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 33-05479), and incorporated herein by reference. 10.2 The Lamar Savings and Profit Sharing Plan and Trust. Filed as Exhibit 10.4 to the Company's Registration Statement on Form S-1 (File No. 33-59624), and incorporated herein by reference. 10.3 Trust under The Lamar Corporation, its Affiliates and Subsidiaries Deferred Compensation Plan dated October 3, 1993. Filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1995 (File No. 33-59624), and incorporated herein by reference. 10.4 1996 Equity Incentive Plan. Filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, for the period ended June 30, 2000 (File No. 0-30242) filed on August 11, 2000 and incorporated herein by reference. 10.5 Bank Credit Agreement dated December 18, 1996 between the Company, certain of its subsidiaries, the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. Previously filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended October 31, 1996 (File No. 1-12407), filed January 28, 1997 and incorporated herein by reference. 10.6 Amendment No. 1 to the Bank Credit Agreement dated as of March 31, 1997 between the Company, the Subsidiary Guarantors party thereto, the Lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1997 (File No. 1-12407), and incorporated herein by reference. 10.7 Amendment No. 2 to the Bank Credit Agreement dated as of September 12, 1997 between the Company, certain of its subsidiaries, the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed on September 30, 1997 (File No. 1-12407), and incorporated herein by reference. 10.8 Amendment No. 3 to the Bank Credit Agreement dated as of December 31, 1997 between the Company, certain of its subsidiaries, the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. Filed as Exhibit 10.9 to the Company's Annual Report on Form 10-K for fiscal year ended December 31, 1997 (File No. 1-12407), filed March 30, 1998 and incorporated herein by reference. 10.9 Contract to Sell and Purchase, dated as of October 9, 1996, between the Company and Outdoor East L.P. Filed as Exhibit 10.16 to the Company's Registration Statement on Form S-3 (File No. 333-14677), and incorporated herein by reference. 10.10 Stock Purchase Agreement, dated as of September 25, 1996, between the Company and the shareholders of FKM Advertising, Co., Inc. Filed as Exhibit 10.17 to the Company's Registration Statement on Form S-3 (File No. 333-14677), and incorporated herein by reference. 10.11 Stock Purchase Agreement dated as of February 7, 1997 between the Company and the stockholders of Penn Advertising, Inc. named therein. Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 14, 1997 (File No. 1-12407), and incorporated herein by reference. 10.12 Asset Purchase Agreement dated as of August 15, 1997 between The Lamar Corporation and Outdoor Systems, Inc. Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on August 27, 1997 (File No. 1-12407), and incorporated herein by reference. 10.13 Bank Credit Agreement dated July 16, 1998, between the Company, certain of its subsidiaries, the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1998, (File No. 0-020833), and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.14 Amendment No. 4 to Credit Agreement dated as of March 31, 1998, between Lamar Advertising Company, certain of its subsidiaries, the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1998 (File No. 1-12407), and incorporated herein by reference. 10.15 Amendment No. 1 to the Amended and Restated Bank Credit Agreement dated September 15, 1998, between the Company, certain of its subsidiaries, the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. Filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1998 (File No. 0-20833) and incorporated herein by reference. 10.16 Stock Purchase Agreement dated as of October 1, 1998, between the Company and the stockholders of Outdoor Communications, Inc. named therein. Filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 15, 1998 (File No. 0-20833), and incorporated herein by reference. 10.17 Assumption Agreement dated as of July 20, 1999 by and among Lamar Advertising Company, Lamar Media Corp., and the direct and indirect subsidiaries of such corporations. Filed as Exhibit 10.4 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 0-030242) filed on November 12, 1999 and incorporated herein by reference. 10.18 Second Amended and Restated Stock Purchase Agreement dated as of August 11, 1999 among the Company, Lamar Media Corp., Chancellor Media Corporation of Los Angeles and Chancellor Mezzanine Holdings Corporation. Filed as Appendix A to the Company's Schedule 14C Information Statement filed on August 13, 1999 and incorporated herein by reference. Pursuant to Item 601(b)(2) of Regulation S-K, the Schedules and Annexes A and B referred to in the Second Amended and Restated Stock Purchase Agreement are omitted. The Company hereby undertakes to furnish supplementary a copy of any omitted Schedule or Annex to the Commission upon request. 10.19 Bank Credit Agreement dated August 13, 1999, between Lamar Media Corp., certain of its subsidiaries, the lenders party thereto and The Chase Manhattan Bank, as Administrative Agent. Filed as Exhibit 10.1 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 1999 (File No. 0-30242) filed on November 12, 1999 and incorporated herein by reference. 10.20 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Lamar Florida, Inc. in favor of The Chase Manhattan Bank, as Administrative Agent dated December 23, 1999. Filed as Exhibit 10.23 to the Company's Annual Report on Form 10-K for fiscal year ended December 31, 1999 (File No. 1-12407) filed March 28, 2000 and incorporated herein by reference. 10.21 2000 Employee Stock Purchase Plan. Filed as Exhibit 10.3 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242) filed on August 11, 2000 and incorporated herein by reference. 10.22 Series A-1 Incremental Loan Agreement among Lamar Advertising Company, Lamar Media Corp. and certain of its subsidiaries, the Series A-1 Lenders and the Chase Manhattan Bank, as Administrative Agent, dated as of May 31, 2000. Filed as exhibit 10.4 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242) filed on August 11, 2000 and incorporated herein by reference. 10.23 Series A-2 and B-1 Incremental Loan Agreement among Lamar Advertising Company, Lamar Media Corp. and certain of its subsidiaries, the Series A-2 and B-1 Lenders and the Chase Manhattan Bank, as Administrative Agent, dated as of June 22, 2000. Filed as exhibit 10.4 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended June 30, 2000 (File No. 0-30242) filed on August 11, 2000 and incorporated herein by reference. 10.24 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Lamar Advan, Inc. in favor of The Chase Manhattan Bank, as Administrative Agent dated March 2, 2000. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter ended March 31, 2000, (File No. 0-30242) filed on May 15, 2000, and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.25 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Outdoor West, Inc. of Georgia and Outdoor West, Inc. of Tennessee in favor of The Chase Manhattan Bank, as Administrative Agent dated December 23, 1999. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for quarter ended June 30, 2000, (File No. 0-30242) filed on August 11, 2000, and incorporated herein by reference. 10.26 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Lamar Ohio Outdoor Holding Corp. in favor of The Chase Manhattan Bank, as Administrative Agent dated September 13, 2000. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, (File No. 0-30242) filed on November 14, 2000, and incorporated herein by reference. 10.27 Amendment No. 1 to Credit Agreement and Guaranty and Pledge Agreement dated as of April 10, 2000 in respect of (i) the Credit Agreement dated as of August 13, 1999 between Lamar Media Corp., the Subsidiary Guarantors party thereto, the lenders party thereto, and The Chase Manhattan Bank, as Administrative Agent, and (ii) the Guaranty and Pledge Agreement dated as of September 15, 1999 between Lamar Advertising Company and The Chase Manhattan Bank. Filed as Exhibit 10.27 to Lamar Advertising Company's Annual Report on Form 10-K for the period ended December 31, 2000 (File No. 0-30242) filed on March 23, 2001 and incorporated herein by reference. 10.28 Amendment No. 2 to Credit Agreement and Guaranty and Pledge Agreement dated as of January 30, 2001 in respect of (i) the Credit Agreement dated as of August 13, 1999 between Lamar Media Corp., the Subsidiary Guarantors party thereto, the lenders party thereto, and The Chase Manhattan Bank, as Administrative Agent, and (ii) the Guaranty and Pledge Agreement dated as of September 15, 1999 between Lamar Advertising Company and The Chase Manhattan Bank. Filed as Exhibit 10.28 to Lamar Advertising Company's Annual Report on Form 10-K for the period ended December 31, 2000 (File No. 0-30242) filed on March 23, 2001 and incorporated herein by reference. 10.29 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Texas Logos, L.P., in favor of The Chase Manhattan Bank, as Administrative Agent dated December 31, 2000. Filed as Exhibit 10.33 to the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (File No. 0-30242) filed on March 23, 2001 and incorporated herein by reference. 10.30 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Lamar Hardy Outdoor Corporation in favor of The Chase Manhattan Bank, as Administrative Agent dated March 15, 2001. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, (File No. 0-30242) filed on May 14, 2001, and incorporated herein by reference. 10.31 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Lamar Bellows Outdoor Advertising, Inc. in favor of The Chase Manhattan Bank, as Administrative Agent dated April 9, 2001. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, (File No. 0-30242) filed on August 13, 2001, and incorporated herein by reference. 10.32 Joinder Agreement to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Maine Logos, L.L.C. in favor of The Chase Manhattan Bank, as Administrative Agent dated August 30, 2001. Filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001, (File No. 0-30242) filed on November 13, 2001, and incorporated herein by reference. 10.33 Amendment No. 3 to dated as of December 20, 2001 to the Credit Agreement dated as of August 13, 1999 between Lamar Media Corp., the Subsidiary Guarantors party thereto, the lenders party thereto, and J.P. Morgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent. Filed as Exhibit 10.31 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 0-30242) filed on March 21, 2002 and incorporated herein by reference.
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.34 Joinder Agreement dated November 12, 2001 to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Trans West Outdoor Advertising, Inc. Filed as Exhibit 10.1 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended March 31, 2002 (File No. 0-30242) filed on May 9, 2002 and incorporated herein by reference. 10.35 Series C Incremental Loan Agreement among Lamar Advertising Company, Lamar Media Corp. and certain of its subsidiaries, the Series C Lenders and J.P. Morgan Chase Bank, as Administrative Agent, dated as of January 8, 2002. Filed as Exhibit 10.2 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended March 31, 2002 (File No. 0-30242) filed on May 9, 2002 and incorporated herein by reference. 10.36 Joinder Agreement dated August 16, 2002 to the Lamar Media Corp. Credit Agreement dated August 13, 1999 by Washington Logos L.L.C. Filed as Exhibit 10.1 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 2002 (File No. 0-30242) filed on November 13, 2002 and incorporated herein by reference. 10.37 Amendment No. 4 dated as of October 23, 2002 in respect of the Credit Agreement dated as of August 13, 1999 between Lamar Media Corp., the Subsidiary Guarantors party thereto, the Lenders party thereto, and J.P. Morgan Chase Bank (formerly known as The Chase Manhattan Bank), as Administrative Agent. Filed as Exhibit 10.2 to Lamar Advertising Company's Quarterly Report on Form 10-Q for the period ended September 30, 2002 (File No. 0-30242) filed on November 13, 2002 and incorporated herein by reference. 10.38 Credit Agreement dated as of March 7, 2003 between Lamar Media Corp., the Subsidiary Guarantors party thereto, the Lenders party thereto, and JPMorgan Chase Bank, as Administrative Agent. Filed as Exhibit 10.38 to Lamar Media's Registration Statement on Form S-4/A filed on March 18, 2003 (File No. 333-102634) and incorporated herein by reference. 10.39 Joinder Agreement to the Lamar Credit Corp. Agreement dated August 13, 1999 by Lamar Pinnacle Acquisition Co. in favor of JPMorgan Chase Bank, as Administrative Agent, dated November 25, 2002. Filed as Exhibit 10.39 to Lamar Media's Registration Statement on Form S-4/A filed on March 18, 2003 (File No. 333-102634) and incorporated herein by reference. 10.40 Joinder Agreement to the Lamar Credit Corp. Agreement dated March 7, 2003 by Stokely Ad Agency, L.L.C. in favor of JPMorgan Chase Bank, as Administrative Agent, dated June 9, 2003. Filed herewith. 12.1 Computation of Ratio of Earnings to Fixed Charges. Filed herewith. 21.1 Subsidiaries of the Company. Filed herewith. 23.1 Consent of KPMG LLP. Filed herewith. 23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5.1). 23.3 Consent of Cahill Gordon & Reindel (included in Exhibit 5.2). 24.1 Power of Attorney (included on signature page of the initial filing of this Registration Statement). 25.1 Statement of Eligibility of Trustee on Form T-1. Filed herewith. 99.1 Form of Letter of Transmittal. Filed herewith. 99.2 Form of Notice of Guaranteed Delivery. Filed herewith. 99.3 Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Filed herewith.
EX-4.29 3 b47275lmexv4w29.txt REGISTRATION RIGHTS AGREEMENT Exhibit 4.29 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT dated June 12, 2003 (this "Agreement") is entered into by and among Lamar Media Corp., a Delaware corporation (the "Company"), the guarantors listed in Schedule 1 hereto (the "Guarantors"), and J.P. Morgan Securities Inc., Wachovia Securities, Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated (the "Initial Purchasers"). The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement dated as of May 29, 2003 (the "Purchase Agreement"), which provides for the sale by the Company to the Initial Purchasers of $125,000,000 aggregate principal amount of the Company's 7-1/4% Senior Subordinated Notes due 2013 (the "Securities"), which will be guaranteed on an unsecured senior subordinated basis by each of the Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement. In consideration of the foregoing, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Business Day" shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed. "Closing Date" shall mean the Closing Date as defined in the Purchase Agreement. "Company" shall have the meaning set forth in the preamble and shall also include the Company's successors. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended from time to time. "Exchange Dates" shall have the meaning set forth in Section 2(a)(ii) hereof. "Exchange Offer" shall mean the exchange offer by the Company and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. "Exchange Offer Registration" shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof. "Exchange Offer Registration Statement" shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. "Exchange Securities" shall mean senior subordinated notes issued by the Company and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer. "Guarantors" shall have the meaning set forth in the preamble and shall also include any Guarantor's successors. "Holders" shall mean the Initial Purchasers, for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided, however, that for purposes of Sections 4 and 5 of this Agreement, the term "Holders" shall include Participating Broker-Dealers. "Indemnified Person" shall have the meaning set forth in Section 5(c) hereof. "Indemnifying Person" shall have the meaning set forth in Section 5(c) hereof. "Indenture" shall mean the Indenture relating to the Securities dated as of December 23, 2002 by and among the Company, the Guarantors and Wachovia Bank of Delaware, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. "Initial Purchasers" shall have the meaning set forth in the preamble. "Inspector" shall have the meaning set forth in Section 3(m) hereof. 2 "Majority Holders" shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided, however, that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. "Participating Broker-Dealers" shall have the meaning set forth in Section 4(a) hereof. "Person" shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. "Prospectus" shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein. "Purchase Agreement" shall have the meaning set forth in the preamble. "Registrable Securities" shall mean the Securities; provided, however, that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has been declared effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are eligible to be sold pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the Securities Act or (iii) when such Securities cease to be outstanding. "Registration Expenses" shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including, without limitation, (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting 3 agreements, securities sales agreements or other similar agreements and any other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and, in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or "comfort" letters required by or incident to the performance of and compliance with this Agreement, but excluding fees and expenses of counsel to the Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. "Registration Statement" shall mean any registration statement of the Company and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. "SEC" shall mean the Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended from time to time. "Shelf Effectiveness Period" shall have the meaning set forth in Section 2(b) hereof. "Shelf Registration" shall mean a registration effected pursuant to Section 2(b) hereof. "Shelf Registration Statement" shall mean a "shelf" registration statement of the Company and the Guarantors that covers all the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein. 4 "Target Registration Date" shall have meaning set forth in Section 2(d) hereof. "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as amended from time to time. "Trustee" shall mean the trustee with respect to the Securities under the Indenture. "Underwriter" shall have the meaning set forth in Section 3 hereof. "Underwritten Offering" shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public. 2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the SEC, the Company and the Guarantors shall use their reasonable best efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities and (ii) have such Registration Statement remain effective until the lesser of 180 days after the closing of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Securities held by them. The Company and the Guarantors shall commence the Exchange Offer as promptly as practicable after the Exchange Offer Registration Statement is declared effective by the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days after such effective date. The Company and the Guarantors shall commence the Exchange Offer by mailing the related Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder stating, in addition to such other disclosures as are required by applicable law, (i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange; (ii) the dates of acceptance for exchange (which shall be a period of at least 20 Business Days from the date such notice is mailed) (the "Exchange Dates"); (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement; 5 (iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the appropriate letters of transmittal, to the institution and at the address (located in the Borough of Manhattan, The City of New York) and in the manner specified in the notice, prior to the close of business on the last Exchange Date; and (v) that any Holder will be entitled to withdraw its election by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice, a telegram, telex, facsimile transmission or letter, which notice, telegram, telex, facsimile transmission or letter must be received no later than the close of business on the last Exchange Date, setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged. As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an "affiliate" (within the meaning of Rule 405 under Securities Act) of the Company or any Guarantor and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus in connection with any resale of such Exchange Securities. As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: (i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Company and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities surrendered by such Holder. The Company and the Guarantors shall use their reasonable best efforts to complete the Exchange Offer as provided above and shall comply with the 6 applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than that the Exchange Offer does not violate any applicable law or applicable interpretations of the Staff of the SEC. (b) In the event that (i) the Company and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) above is not available or may not be completed as soon as practicable after the last Exchange Date because it would violate any applicable law or applicable interpretations of the Staff of the SEC, (ii) the Exchange Offer is not for any other reason completed by November 19, 2003 or (iii) upon completion of the Exchange Offer any Initial Purchaser shall so request in connection with any offering or sale of Registrable Securities not eligible to be exchanged for Exchange Securities in the Exchange Offer and held by it following the consummation of the Exchange Offer, the Company and the Guarantors shall use their reasonable best efforts to cause to be filed as soon as practicable after such determination, date or request, as the case may be, a Shelf Registration Statement providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement declared effective by the SEC. In the event that the Company and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall use their reasonable best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. Notwithstanding the foregoing, the Company and the Guarantors may delay filing a Shelf Registration Statement, and any amendment thereto, and may withhold efforts to cause such Shelf Registration Statement, and any such amendment thereto, to become effective for a period of up to 60 days, if the Company determines in good faith that such Shelf Registration Statement, and any such amendment thereto, might interfere with or affect the negotiation or completion of any transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction) at the time the right to delay is exercised; provided, however, that the Company may not exercise such right of delay or withholding of efforts more frequently than two times in any 12-month period and the aggregate period of any such delays or withholdings shall not exceed 60 days in any such 12-month period. The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf Registration Statement continuously effective until the 7 expiration of the period referred to in Rule 144(k) under the Securities Act with respect to the Registrable Securities or such shorter period that will terminate when all the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement (the "Shelf Effectiveness Period"). The Company and the Guarantors further agree to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder for shelf registration or if reasonably requested by a Holder of Registrable Securities with respect to information relating to such Holder, and to use their reasonable best efforts to cause any such amendment to become effective and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. (c) The Company and the Guarantors shall pay all Registration Expenses in connection with the registration pursuant to Section 2(a) and Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to the Shelf Registration Statement. (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required hereby, is not declared effective on or prior to November 19, 2003 (the "Target Registration Date"), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act, up to a maximum of 1.00% per annum of additional interest. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by 1.00% per annum commencing on the 31st day in such 12-month period 8 and ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable. (e) Without limiting the remedies available to the Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Company's and the Guarantors' obligations under Section 2(a) and Section 2(b) hereof. 3. Registration Procedures. In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously as possible (a) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Company and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use their reasonable best efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof; (b) subject to the second sentence of the second paragraph of Section 2(b), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities; (c) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for such Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto, in order to 9 facilitate the sale or other disposition of the Registrable Securities thereunder; and the Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or any amendment or supplement thereto in accordance with applicable law; (d) use their reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC; cooperate with the Holders in connection with any filings required to be made with the National Association of Securities Dealers, Inc.; and do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided, however, that neither the Company nor any Guarantor shall be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for such Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Company or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective that makes any statement made in such Registration Statement or the related Prospectus untrue in 10 any material respect or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (vi) of any determination by the Company or any Guarantor that a post-effective amendment to a Registration Statement would be appropriate; (f) use their reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless requested); (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as the selling Holders may reasonably request at least one Business Day prior to the closing of any sale of Registrable Securities; (i) subject to the second sentence of the second paragraph of Section 2(b), in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v) hereof, use their reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Company and the Guarantors shall notify the Holders of Registrable Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission; (j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or of any document that is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial 11 Purchasers and their counsel (and, in the case of a Shelf Registration Statement, to the Holders of Registrable Securities and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities or their counsel) available for discussion of such document; and the Company and the Guarantors shall not, at any time after initial filing of a Registration Statement, file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or any document that is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders of Registrable Securities and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably object; (k) obtain a CUSIP number for all Exchange Securities or Registrable Securities, as the case may be, not later than the effective date of a Registration Statement; (l) cause the Indenture to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely manner; (m) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of the Registrable Securities (an "Inspector"), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Company and the Guarantors, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement to the same extent that any financial or other records, documents and properties and all other information was provided to the Initial Purchasers in connection with the initial issuance of the Notes; provided, however, that if any such information is identified by the Company or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to 12 protect the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of any Inspector, Holder or Underwriter; (n) in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Securities to be listed on any securities exchange or any automated quotation system on which similar securities issued or guaranteed by the Company or any Guarantor are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements; (o) if reasonably requested by any Holder of Registrable Securities covered by a Registration Statement, promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Company has received notification of the matters to be incorporated in such filing; and (p) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority in principal amount of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company and its subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain "comfort" letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or any Guarantor, or of any business acquired by the Company or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in "comfort" letters in connection with underwritten offerings and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a 13 majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement. In the case of a Shelf Registration Statement, the Company may require each Holder of Registrable Securities to furnish to the Company such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Company and the Guarantors may from time to time reasonably request in writing and the Company may exclude from such registration the Registrable Securities of any Holder that fails to furnish such information within a reasonable time after receiving such request. In the case of a Shelf Registration Statement, each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any event of the kind described in Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof and, if so directed by the Company and the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its possession, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice. If the Company and the Guarantors shall give any such notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the Guarantors may give any such notice only twice during any 365-day period and any such suspensions shall not exceed 30 days for each suspension and there shall not be more than two suspensions in effect during any 365-day period. The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will administer the offering will be selected by the Majority Holders of the Registrable Securities included in such offering. 14 4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a "Participating Broker-Dealer") may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities. The Company and the Guarantors understand that it is the Staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. (b) In light of the above, and notwithstanding the other provisions of this Agreement, the Company and the Guarantors agree to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement, as would otherwise be contemplated by Section 3(i), for a period of up to 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement), if requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Company and the Guarantors further agree that Participating Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with the resales contemplated by this Section 4. (c) The Initial Purchasers shall have no liability to the Company, any Guarantor or any Holder with respect to any request that they may make pursuant to Section 4(b) above. 5. Indemnification and Contribution. (a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, legal 15 fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or any Holder furnished to the Company in writing through J.P. Morgan Securities Inc. or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar securities industry professionals participating in the distribution, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement. (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial Purchasers and the other selling Holders, their respective affiliates, the directors of the Company and the Guarantors, each officer of the Company and the Guarantors who signed the Registration Statement and each Person, if any, who controls the Company, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement and any Prospectus. (c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the "Indemnified Person") shall promptly notify the Person against whom such indemnification may be sought (the "Indemnifying Person") in writing; provided, however, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 5 except to the extent that it was otherwise unaware of such suit, action, proceeding, claim or demand and that it has been materially prejudiced (through the 16 forfeiture of substantive rights or defenses) by such failure; and provided further, however, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 5. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person, (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person, or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by J.P. Morgan Securities Inc., (y) for any Holder, its affiliates, directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders and (z) in all other cases shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any 17 Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. (d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Guarantors or by the Holders and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) The Company, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue 18 statement or omission or alleged 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. (f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity. (g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder, their respective affiliates or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Company or the Guarantors, their respective affiliates or the officers or directors of or any Person controlling the Company or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement. 6. General. (a) No Inconsistent Agreements. The Company and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Company or any Guarantor under any other agreement and (ii) neither the Company nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof. (b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. 19 (c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement, (ii) if to the Company and the Guarantors, initially at the Company's address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c), and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). All such notices and communications shall be deemed to have been duly given at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture. (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided, however, that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. (e) Purchases and Sales of Securities. The Company and the Guarantors shall not, and shall use their reasonable best efforts to cause their affiliates (as defined in Rule 405 under the Securities Act) not to, purchase and then resell or otherwise transfer any Registrable Securities. (f) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Company and the 20 Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. (j) Miscellaneous. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions. 21 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. LAMAR MEDIA CORP. By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer AMERICAN SIGNS, INC. COLORADO LOGOS, INC. HARDIN DEVELOPMENT CORPORATION LAMAR ADVERTISING OF COLORADO SPRINGS, INC. LAMAR ADVERTISING OF KENTUCKY, INC. LAMAR ADVERTISING OF SOUTH DAKOTA, INC. LAMAR ADVERTISING OF YOUNGSTOWN, INC. LAMAR OCI NORTH CORPORATION LAMAR OCI SOUTH CORPORATION NEBRASKA LOGOS, INC. UTAH LOGOS, INC. OHIO LOGOS, INC. KANSAS LOGOS, INC. LAMAR PENSACOLA TRANSIT, INC. LAMAR TEXAS GENERAL PARTNER, INC. MICHIGAN LOGOS, INC. MINNESOTA LOGOS, INC. NEW MEXICO LOGOS, INC. SOUTH CAROLINA LOGOS, INC. TENNESSEE LOGOS, INC. TLC PROPERTIES, INC. TLC PROPERTIES II, INC. LAMAR ADVERTISING OF MICHIGAN, INC. CANADIAN TODS LIMITED NEVADA LOGOS, INC. FLORIDA LOGOS, INC. LAMAR ELECTRICAL, INC. PARSONS DEVELOPMENT COMPANY REVOLUTION OUTDOOR ADVERTISING, INC. LAMAR FLORIDA, INC. LAMAR ADVAN, INC. LAMAR CENTRAL OUTDOOR, INC. 22 LAMAR ADVANTAGE HOLDING COMPANY LAMAR OKLAHOMA HOLDING COMPANY, INC. LAMAR ADVERTISING OF OKLAHOMA, INC. LAMAR BENCHES, INC. LAMAR I-40 WEST, INC. LAMAR OHIO OUTDOOR HOLDING CORP. OUTDOOR MARKETING SYSTEMS, INC. LAMAR ADVERTISING SOUTHWEST, INC. LAMAR DOA TENNESSEE HOLDINGS, INC. LAMAR DOA TENNESSEE, INC. TRANS WEST OUTDOOR ADVERTISING, INC. LAMAR PINNACLE ACQUISITION CO. DELITE OUTDOOR ADVERTISING, INC. LAMAR DELITE 2003, INC. By: /s/ Keith A. Istre ------------------------------------------- Name: Keith A. Istre Title: Vice President-Finance and Chief Financial Officer 23 MISSOURI LOGOS, LLC KENTUCKY LOGOS, LLC OKLAHOMA LOGOS, L.L.C. MISSISSIPPI LOGOS, L.L.C. DELAWARE LOGOS, L.L.C. NEW JERSEY LOGOS, L.L.C. GEORGIA LOGOS, L.L.C. VIRGINIA LOGOS, LLC MAINE LOGOS, L.L.C. WASHINGTON LOGOS, L.L.C. By: Interstate Logos, L.L.C., its Managing Member By: Lamar Media Corp., its Managing Member By: /s/ Keith A. Istre --------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer INTERSTATE LOGOS, L.L.C. THE LAMAR COMPANY, L.L.C. By: Lamar Media Corp., its Managing Member By: /s/ Keith A. Istre --------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer 24 LAMAR ADVERTISING OF PENN, LLC LAMAR ADVERTISING OF LOUISIANA, L.L.C. LAMAR TENNESSEE, L.L.C. LAMAR AIR, L.L.C. LC BILLBOARD L.L.C. By: The Lamar Company, L.L.C., its Managing Member By: Lamar Media Corp., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer LAMAR TEXAS LIMITED PARTNERSHIP By: Lamar Texas General Partner, Inc., its General Partner By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer TLC PROPERTIES, L.L.C. By: TLC Properties, Inc., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer 25 OUTDOOR PROMOTIONS WEST, LLC TRANSIT AMERICA LAS VEGAS, L.L.C. LAMAR TRANSIT ADVERTISING OF NEW ORLEANS, LLC TRIUMPH OUTDOOR RHODE ISLAND, LLC By: Triumph Outdoor Holdings, LLC, its Managing Member By: Lamar Central Outdoor, Inc., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer LAMAR ADVANTAGE GP COMPANY, LLC LAMAR ADVANTAGE LP COMPANY, LLC TRIUMPH OUTDOOR HOLDINGS, LLC By: Lamar Central Outdoor, Inc., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer 26 LAMAR ADVANTAGE OUTDOOR COMPANY, L.P. By: Lamar Advantage GP Company, LLC, its General Partner By: Lamar Central Outdoor, Inc., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer LAMAR T.T.R., L.L.C. By: Lamar Advertising of Youngstown, Inc., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer TEXAS LOGOS, L.P. By: Oklahoma Logos, L.L.C., its General Partner By: Interstate Logos, L.L.C., its Managing Member By: Lamar Media Corp., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer 27 OUTDOOR MARKETING SYSTEMS, L.L.C. By: Outdoor Marketing Systems, Inc., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer STOKELY AD AGENCY, L.L.C. By: Lamar Central Outdoor, Inc., its Managing Member By: /s/ Keith A. Istre ----------------------------------------- Name: Keith A. Istre Title: Vice President - Finance and Chief Financial Officer 28 Confirmed and accepted as of the date first above written: J.P. MORGAN SECURITIES INC. For itself and on behalf of the several Initial Purchasers By: /s/ Richard Gabriel --------------------------------------- Authorized Signatory 29 SCHEDULE 1 GUARANTORS STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION GUARANTOR AS SPECIFIED IN ITS CHARTER - --------- --------------------------- American Signs, Inc. Washington Canadian TODS Limited Nova Scotia, Canada Colorado Logos, Inc. Colorado Delaware Logos, L.L.C. Delaware Florida Logos, Inc. Florida Hardin Development Corporation Florida Kansas Logos, Inc. Kansas Kentucky Logos, LLC Kentucky Lamar Advertising of Colorado Springs, Inc. Colorado Lamar Advertising of Kentucky, Inc. Kentucky Lamar Advertising of Michigan, Inc. Michigan Lamar Advertising of South Dakota, Inc. South Dakota Lamar Advertising of Youngstown, Inc. Delaware Lamar Air, L.L.C. Louisiana Lamar Electrical, Inc. Louisiana Lamar OCI North Corporation Delaware Lamar OCI South Corporation Mississippi Lamar Pensacola Transit, Inc. Florida Lamar Tennessee, L.L.C. Tennessee Lamar Texas General Partner, Inc. Louisiana Lamar Texas Limited Partnership Texas Michigan Logos, Inc. Michigan Minnesota Logos, Inc. Minnesota Missouri Logos, LLC Missouri Nebraska Logos, Inc. Nebraska Nevada Logos, Inc. Nevada New Mexico Logos, Inc. New Mexico Ohio Logos, Inc. Ohio Outdoor Promotions West, LLC Delaware Parsons Development Company Florida Revolution Outdoor Advertising, Inc. Florida South Carolina Logos, Inc. South Carolina Tennessee Logos, Inc. Tennessee Texas Logos, L.P. Texas TLC Properties II, Inc. Texas TLC Properties, Inc. Louisiana 30 STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION GUARANTOR AS SPECIFIED IN ITS CHARTER - --------- --------------------------- TLC Properties, L.L.C. Louisiana Transit America Las Vegas, L.L.C. Delaware Triumph Outdoor Rhode Island, LLC Delaware Triumph Outdoor Holdings, LLC Delaware Utah Logos, Inc. Utah Virginia Logos, LLC Virginia The Lamar Company, L.L.C. Louisiana Lamar Advertising of Penn, LLC Delaware Lamar Advertising of Louisiana, L.L.C. Louisiana Lamar Florida, Inc. Florida Lamar Advan, Inc. Pennsylvania Lamar T.T.R., L.L.C. Arizona Lamar Central Outdoor, Inc. Delaware Lamar Advantage GP Company, LLC Delaware Lamar Advantage LP Company, LLC Delaware Lamar Advantage Outdoor Company, L.P. Delaware Lamar Advantage Holding Company Delaware Lamar Oklahoma Holding Company, Inc. Oklahoma Lamar Advertising of Oklahoma, Inc. Oklahoma Lamar Benches, Inc. Oklahoma Lamar I-40 West, Inc. Oklahoma Georgia Logos, L.L.C. Georgia Mississippi Logos, L.L.C. Mississippi New Jersey Logos, L.L.C. New Jersey Oklahoma Logos, L.L.C. Oklahoma Interstate Logos, L.L.C. Louisiana LC Billboard L.L.C. Delaware Lamar Ohio Outdoor Holding Corp. Ohio Outdoor Marketing Systems, Inc. Pennsylvania Outdoor Marketing Systems, LLC Pennsylvania Lamar Advertising Southwest, Inc. Nevada Lamar Transit Advertising of New Orleans, LLC Delaware Lamar DOA Tennessee Holdings, Inc. Delaware Lamar DOA Tennessee, Inc. Delaware Maine Logos, L.L.C. Maine Trans West Outdoor Advertising, Inc. California Washington Logos, L.L.C. Washington 31 STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION GUARANTOR AS SPECIFIED IN ITS CHARTER - --------- --------------------------- Lamar Pinnacle Acquisition Co. Georgia Delite Outdoor Advertising, Inc. Delaware Lamar Delite 2003, Inc. Delaware Stokely Ad Agency, L.L.C. Oklahoma 32 EX-4.30 4 b47275lmexv4w30.txt SUPPLEMENTAL INDENTURE - STATE STREET BANK EXHIBIT 4.30 SUPPLEMENTAL INDENTURE OF GUARANTOR THIS SUPPLEMENTAL INDENTURE dated as of June 9, 2003, is delivered pursuant to Section 10.04 of the Indenture dated as of September 25, 1997 (as heretofore or hereafter modified and supplemented and in effect from time to time, the "Indenture") among LAMAR MEDIA CORP., a Delaware corporation, certain of its subsidiaries ("Guarantors") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as Trustee ("Trustee") (all terms used herein without definition having the meanings ascribed to them in the Indenture). The undersigned hereby agree that: 1. The undersigned is a Guarantor under the Indenture with all of the rights and obligations of Guarantors thereunder. 2. The undersigned hereby grants, ratifies and confirms the guarantee provided for by Article Ten of the Indenture to guarantee unconditionally, jointly and severally with the other Guarantors, to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of (and premium, if any) and interest on such Note when and as the same shall become due and payable. 3. The undersigned hereby represents and warrants that the representations and warranties set forth in the Indenture, to the extent relating to the undersigned as Guarantor, are correct on and as of the date hereof. 4. All notices, requests and other communications provided for in the Indenture should be delivered to the undersigned at the address specified in Section 12.02 of the Indenture. 5. A counterpart of this Supplemental Indenture may be attached to any counterpart of the Indenture. 6. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. IN WITNESS WHEREOF, the undersigned has caused this Supplemental Indenture to be duly executed as of the day and year first above written. Guarantor: Stokely Ad Agency, L.L.C., an Oklahoma limited liability company By: Lamar Central Outdoor, Inc. Its: Managing Member By: /s/ Keith A. Istre ------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer Attest: By: /s/ James R. McIlwain -------------------------------------- James R. McIlwain, Secretary Accepted: STATE STREET BANK AND TRUST COMPANY, as Trustee By: /s/ Andrew M. Sinasky ---------------------------------------- Title: Assistant Vice President ------------------------------------- 2 EX-4.31 5 b47275lmexv4w31.txt SUPPLEMENTAL INDENTURE - WACHOVIA BANK EXHIBIT 4.31 SUPPLEMENTAL INDENTURE OF GUARANTOR THIS SUPPLEMENTAL INDENTURE dated as of June 9, 2003, is delivered pursuant to Section 4.18 of the Indenture dated as of December 23, 2003 (as heretofore or hereafter modified and supplemented and in effect from time to time, the "2002 Indenture") among LAMAR MEDIA CORP., a Delaware corporation, certain of its subsidiaries ("Guarantors") and WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, a national banking corporation, as Trustee ("Trustee") (all terms used herein without definition having the meanings ascribed to them in the 2002 Indenture). The undersigned hereby agree that: 1. The undersigned is a Guarantor under the 2002 Indenture with all of the rights and obligations of Guarantors thereunder. 2. The undersigned has granted, ratified and confirmed, in the form and substance of Exhibit B to the 2002 Indenture, the Guarantee provided for by Article 10 of the 2002 Indenture. 3. The undersigned hereby represents and warrants that the representations and warranties set forth in the 2002 Indenture, to the extent relating to the undersigned as Guarantor, are correct on and as of the date hereof. 4. All notices, requests and other communications provided for in the Indenture should be delivered to the undersigned at the following address: Keith A. Istre Vice President - Finance and Chief Financial Officer Lamar Media Corp. and its Subsidiaries 5551 Corporate Blvd. Baton Rouge, LA 70808 5. A counterpart of this Supplemental Indenture may be attached to any counterpart of the 2002 Indenture. 6. This Supplemental Indenture shall be governed by and construed in accordance with the internal laws of the State of New York. IN WITNESS WHEREOF, the undersigned has caused this Supplemental Indenture to be duly executed as of the day and year first above written. Guarantor: Stokely Ad Agency, L.L.C., an Oklahoma limited liability company By: Lamar Central Outdoor, Inc., Its: Managing Member By: /s/ Keith A. Istre -------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer Attest: By: /s/ James R. McIlwain ------------------------------------ James R. McIlwain, Secretary Accepted: WACHOVIA BANK OF DELAWARE NATIONAL ASSOCIATION, as Trustee By: /s/ Brian K. Justice ------------------------------------ Title: Vice President --------------------------------- 2 EX-5.1 6 b47275lmexv5w1.txt OPINION AND CONSENT OF PALMER & DODGE LLP EXHIBIT 5.1 Palmer & Dodge LLP 111 Huntington Avenue Boston, Massachusetts 02199 July 28, 2003 Lamar Media Corp. 5551 Corporate Boulevard Baton Rouge, Louisiana 70808 Ladies and Gentlemen: We are rendering this opinion in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Lamar Media Corp., a Delaware corporation (the "Company"), and certain subsidiaries of the Company listed as Additional Registrants in the Registration Statement (the "Subsidiary Guarantors") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), on or about the date hereof relating to the offer to exchange up to $125,000,000 aggregate principal amount of the Company's 7-1/4% Senior Subordinated Notes due 2013, which have been registered under the Securities Act (the "Exchange Notes"), for up to $125,000,000 aggregate principal amount of the Company's outstanding 7-1/4% Senior Subordinated Notes due 2013, which have not been so registered (the "Original Notes"). The Original Notes have been, and the Exchange Notes will be, issued by the Company and guaranteed (the "Guarantees") by the Subsidiary Guarantors under an indenture dated as of December 23, 2002 (the "Indenture") between the Company, the Subsidiary Guarantors and Wachovia Bank of Delaware, National Association, as trustee (the "Trustee"). The Exchange Notes are to be offered and exchanged in the manner described in the Registration Statement (the "Exchange Offer"). We have acted as your counsel in connection with the preparation of the Registration Statement and are familiar with the proceedings of the Board of Directors of the Company in connection with the authorization, issuance and exchange of the Exchange Notes. We have made such other examination as we consider necessary to render this opinion. We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. The Indenture and Exchange Notes are governed by the laws of the State of New York and, therefore, in rendering our opinion as to the validity and binding effect of the Exchange Notes and the Guarantees, we have relied upon the opinion of Cahill Gordon & Reindell with respect to matters of New York law. In addition, we have relied upon the opinion of Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman L.L.P. with respect to certain matters relating to the due incorporation and valid existence of the Subsidiary Guarantors, the corporate power and authority of the Subsidiary Guarantors to execute, deliver and perform the Guarantees, and the due execution and Lamar Media Corp. July 28, 2003 Page 2 delivery by the Guarantors of the Guarantees. Except to the extent of such reliance, the opinion rendered herein is limited to Delaware General Corporation Law (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws) and the federal laws of the United States. Our opinions set forth below are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors' rights and remedies and to general principles of equity (whether considered in a proceeding in equity or at law). Based on the foregoing we are of the opinion that: 1. The Exchange Notes have been duly authorized by all necessary corporate action of the Company, and when the Registration Statement has become effective under the Securities Act and the Exchange Notes have been duly executed, authenticated and delivered in accordance with the Indenture against receipt of the Original Notes surrendered in the exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Notes will constitute valid and binding obligations of the Company. 2. The Guarantees, when the Exchange Notes are issued, authenticated and delivered in accordance with the terms of the Indenture and the Exchange Offer, will be binding obligations of the Guarantors, enforceable against each of them in accordance with their respective terms. We hereby consent to the filing of this opinion as part of the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus filed as a part thereof. Very truly yours, /s/ Palmer & Dodge LLP Palmer & Dodge LLP EX-5.2 7 b47275lmexv5w2.txt OPINION AND CONSENT OF CAHILL GORDON & REINDEL LLP EXHIBIT 5.2 Cahill Gordon & Reindel LLP 80 Pine Street New York, New York 10005 July 28, 2003 Lamar Media Corp. 5551 Corporate Boulevard Baton Rouge, LA 70808 Palmer & Dodge LLP 111 Huntington Avenue at Prudential Center Boston, MA 02199 Re: Lamar Media Corp. $125,000,000 aggregate principal amount of 7-1/4% Senior Subordinated Notes due 2013 Ladies and Gentlemen: You have requested us to provide you with our legal opinion under New York law as New York lawyers as to the enforceability of $125,000,000 aggregate principal amount of 7-1/4% Senior Subordinated Notes due 2013 (the "Exchange Notes") of Lamar Media Corp. (the "Company") to be issued under the Indenture dated as of December 23, 2002 (the "Indenture"), by and among the Company, the Guarantors named therein (the "Guarantors") and Wachovia Bank of Delaware, National Association, as trustee (the "Trustee"), as well as the Guarantees (the "Exchange Guarantees") to be issued in favor of the holders of the Exchange Notes and the Trustee by the Guarantors. We understand that Palmer & Dodge LLP has acted as special U.S. counsel to the Company and in connection with the filing of a Registration Statement on Form S-4 (such registration statement, together with each document incorporated by reference therein, the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), and the proposed issuance of the Exchange Notes and the Exchange Guarantees to be issued in favor of the holders of the Exchange Notes and the Trustee by the Guarantors in connection with the exchange offer set forth in the Registration Statement (the "Exchange Offer") pursuant to which the Exchange Notes will be issued for a like principal amount of the Company's outstanding 7-1/4% Senior Subordinated Notes due 2013 (the "Private Notes"). -2- We have examined such corporate records, documents, certificates and instruments as we deemed necessary and appropriate to enable us to render the opinion expressed below. We advise you that, in our opinion: (a) Assuming that the Exchange Notes have been duly authorized by the Company, when the Exchange Notes are executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and issued and delivered by the Company in exchange for the Private Notes in accordance with the Exchange Offer in the manner described in the Registration Statement, the Exchange Notes will be validly issued and will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except that (a) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (b) When the Exchange Notes are executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture and delivered by the Company, and assuming that the Exchange Guarantees have been duly authorized and executed by the Guarantors, the Exchange Notes will be entitled to the benefits of the Exchange Guarantees, and the Exchange Guarantees will be validly issued and will constitute the valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms, except that (a) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws now or hereafter in effect relating to or affecting creditors' rights and remedies generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. In rendering the opinions set forth above, we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York. In rendering the foregoing opinions, we have assumed that the Exchange Notes and the Exchange Guarantees are the valid and legally binding obligations of the Company and each Guarantor under the applicable laws of each such entity's jurisdiction of incorporation or organization, as the case may be. You have advised us that you have received opinions from (i) Palmer & Dodge LLP and (ii) Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman, L.L.P., to the effect that the Exchange Notes and the Exchange Guarantees have been duly authorized by, and will be valid and binding obligations of, the Company and each of the Guarantors, respectively, under the applicable laws of each such entity's jurisdiction of incorporation or organization, as the case may be. -3- We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the limited reference of our firm under the caption "Legal Matters" in the Registration Statement and the prospectus forming a part thereof. Our consent to such reference does not constitute a consent under Section 7 of the Act and in consenting to such reference you acknowledge that we have not reviewed and that we have not certified as to any part of the Registration Statement and that we do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Cahill Gordon & Reindel LLP EX-5.3 8 b47275lmexv5w3.txt OPINION OF KEAN, MILLER, HAWTHORNE, D'ARMOND EXHIBIT 5.3 Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman, L.L.P Twenty-Second Floor One American Place Baton Rouge, Louisiana 70825 July 28, 2003 Lamar Media Corp. 5551 Corporate Boulevard Baton Rouge, Louisiana 70808 We are furnishing this opinion in connection with the Registration Statement of Form S-4 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), filed on or about the date hereof by Lamar Media Corp. (the "Company") and certain subsidiaries of the Company listed as additional registrants in the Registration Statement (the "Subsidiary Guarantors") relating to the offer to exchange up to $125,000,000 aggregate principal amount of the Company's 7-1/4% Senior Subordinated Notes due 2013, which have been registered under the Securities Act (the "Exchange Notes"), for up to $125,000,000 aggregate principal amount of the Company's outstanding 7-1/4% Senior Subordinated Notes due 2013, which have not been so registered (the "Original Notes"). The Original Notes were, and the Exchange Notes will be, issued and sold by the Company and guaranteed (the "Guarantees") by the Subsidiary Guarantors pursuant to an indenture dated as of December 23, 2002 (the "Indenture") between the Company, the Subsidiary Guarantors and Wachovia Bank of Delaware, National Association, as trustee (the "Trustee"). The Exchange Notes will be offered and exchanged in the manner described in the Registration Statement. We have acted as corporate counsel in connection with the Registration Statement and are familiar with the proceedings taken by the Company and the Subsidiary Guarantors in connection with the authorization, issuance and sale of the Original Notes, the Exchange Notes and the Guarantees. We have made such other examination as we consider necessary to render this opinion. Based upon the foregoing, we are of the opinion that: 1. Each of the Subsidiary Guarantors has been duly organized and is validly existing under the laws of the jurisdiction of its organization, with full power and authority to execute, deliver and perform its Guarantee. 2. The Guarantees have been duly authorized, executed and delivered by each of the Subsidiary Guarantors, and no consent or approval of any court or governmental agency or body is required for such execution and delivery except consents or approvals as may be required under federal securities laws or under state securities or Blue Sky laws. We also hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus filed as a part thereof. Our consent to such reference does not constitute a consent under Section 7 of the Securities Act and in consenting to such reference you acknowledge that we have not reviewed and that we have not certified as to any part of the Registration Statement and that we do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Kean, Miller, Hawthorne, D'Armond, McCowan & Jarman, L.L.P. KEAN, MILLER, HAWTHORNE, D'ARMOND, McCOWAN & JARMAN, L.L.P. 2 EX-10.40 9 b47275lmexv10w40.txt JOINDER AGREEMENT TO THE LAMAR CREDIT CORP AGMNT. EXHIBIT 10.40 JOINDER AGREEMENT JOINDER AGREEMENT dated as of June 9, 2003, by the undersigned, Stokely Ad Agency, L.L.C., (the "Additional Subsidiary Guarantor"), in favor of JP Morgan Chase Bank, as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the "Administrative Agent"). Lamar Media Corp. (formerly Lamar Advertising Company), a Delaware corporation (the "Borrower"), and certain of its subsidiaries (collectively, the "Existing Subsidiary Guarantors" and, together with the Borrower, the "Securing Parties") are parties to a Credit Agreement dated March 7, 2003 (as modified and supplemented and in effect from time to time, the "Credit Agreement", providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by the lenders therein (collectively, together with any entity that becomes a "Lender" party to the Credit Agreement after the date hereof as provided therein, the "Lenders" and, together with Administrative Agent and any successors or assigns of any of the foregoing, the "Secured Parties") to the Borrower in an aggregate principal or face amount not exceeding $1,250,000,000 (which, in the circumstances contemplated by Section 2.01(d) thereof, may be increased to $1,750,000,000). In addition, the Borrower may from time to time be obligated to one or more of the Lenders under the Credit Agreement in respect of one or more Swap Agreements under and as defined in the Credit Agreement (collectively, the "Swap Agreements"). In connection with the Credit Agreement, the Borrower, the Existing Subsidiary Guarantors and the Administrative Agent are parties to the Pledge Agreement dated March 7, 2003 (the "Pledge Agreement") pursuant to which the Securing Parties have, inter alia, granted a security interest in the Collateral (as defined in the Pledge Agreement) as collateral security for the Secured Obligations (as so defined). Terms defined in the Pledge Agreement are used herein as defined therein. To induce the Secured Parties to enter into the Credit Agreement, and to extend credit thereunder and to extend credit to the Borrower under Hedging Agreements, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Additional Subsidiary Guarantor has agreed to become a party to the Credit Agreement and the Pledge Agreement as a "Subsidiary Guarantor" thereunder, and to pledge and grant a security interest in the Collateral (as defined in the Pledge Agreement). 1 Accordingly, the parties hereto agree as follows: Section 1. Definitions. Terms defined in the Credit Agreement are used herein as defined therein. Section 2. Joinder to Agreements. Effective upon the execution and delivery hereof, the Additional Subsidiary Guarantor hereby agrees that it shall become a "Subsidiary Guarantor" under and for all purposes of the Credit Agreement and the Pledge Agreement with all the rights and obligations of a Subsidiary Guarantor thereunder. Without limiting the generality of the foregoing, the Additional Subsidiary Guarantor hereby: (i) jointly and severally with the other Subsidiary Guarantors party to the Credit Agreement guarantees to each Secured Party and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed Obligations in the same manner and to the same extent as is provided in Article III of the Credit Agreement; (ii) pledges and grants the security interests in all right, title and interest of the Additional Subsidiary Guarantor in all Collateral (as defined in the Pledge Agreement) now owned or hereafter acquired by the Additional Subsidiary Guarantor and whether now existing or hereafter coming into existence provided for by Article III of the Pledge Agreement as collateral security for the Secured Obligations and agrees that Annex 1 thereof shall be supplemented as provided in Appendix A hereto; (iii) makes the representations and warranties set forth in Article IV of the Credit Agreement and in Article II of the Pledge Agreement, to the extent relating to the Additional Subsidiary Guarantor or to the Pledged Equity evidenced by the certificates, if any, identified in Appendix A hereto; and (iv) submits to the jurisdiction of the courts, and waives jury trial, as provided in Sections 10.09 and 10.10 of the Credit Agreement. The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions referred to in Section 6.10(a)(iii) of the Credit Agreement to the Secured Parties. 2 IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has caused this Joinder Agreement to be duly executed and delivered as of the day and year first above written. Stokely Ad Agency, L.L.C., an Oklahoma limited liability company By: Lamar Central Outdoor, Inc., Its: Managing Member By: /s/ Keith A. Istre --------------------------------- Keith A. Istre Vice President - Finance and Chief Financial Officer Attested: By: James R. McIlwain -------------------------------------- James R. McIlwain, Secretary Accepted and agreed: JP MORGAN CHASE BANK, as Administrative Agent By: /s/ Joan M. Fitzgibbon -------------------------------------- Title: Managing Director 3 The undersigned hereby respectively pledges and grants a security interest in the Pledged Equity and evidenced by the certificate listed in Appendix A hereto and agrees that Annex 1 of the above-referenced Pledge Agreement is hereby supplemented by adding thereto the information listed on Appendix A. Lamar Central Outdoor, Inc., Issuee By: /s/ Keith A. Istre ---------------------------------------- Keith A. Istre Title: Vice President-Finance 4 Supplement to Annex 1 Appendix A to Joinder Agreement
Pledgor Ownership Issuer No. Shares Cert. No. % Stokely Ad Agency, L.L.C. Lamar Central Outdoor, Inc. 1000 units 2 100
5 EX-12.1 10 b47275lmexv12w1.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES . . . EXHIBIT 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31, ------------------ ------------------------------ 2002 2003 1998 1999 2000 2001 2002 ------- ------- ------- -------- -------- -------- -------- EARNINGS Net loss (13,331) (17,766) (11,890) (43,119) (91,930) (97,566) (24,958) ADD: income tax benefit (7,473) (10,083) (191) (9,349) (35,879) (38,870) (12,434) fixed charges 34,324 31,849 73,354 110,958 182,827 154,604 137,493 ------- ------- ------- -------- -------- -------- -------- Earnings (loss) as adjusted (a) 13,520 4,000 61,273 58,490 55,018 18,168 100,101 ------- ------- ------- -------- -------- -------- -------- FIXED CHARGES Interest expense 23,003 19,986 60,008 89,619 147,607 113,026 92,178 Rents under leases representative of an interest factor (1/3) 11,321 11,863 12,981 21,065 35,220 41,578 45,315 Preferred dividends 0 0 365 274 0 0 0 ------- ------- ------- -------- -------- -------- -------- Total fixed charges combined with preferred dividends (b) 34,324 31,849 73,354 110,958 182,827 154,604 137,493 ------- ------- ------- -------- -------- -------- -------- RATIO OF EARNINGS TO FIXED CHARGES (A) DIVIDED BY (B) 0.39 0.13 0.84 0.53 0.30 0.12 0.73 ------- ------- ------- -------- -------- -------- --------
EX-21.1 11 b47275lmexv21w1.txt SUBSIDIARIES OF THE COMPANY . . . EXHIBIT 21.1 SUBSIDIARIES OF LAMAR MEDIA CORP.
STATE OR OTHER JURISDICTION OF INCORPORATION OR EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION - ---------------------------------------------------- ------------ American Signs, Inc. ........................ Washington Canadian TODS Limited ....................... Nova Scotia, Canada Colorado Logos, Inc. ........................ Colorado Delaware Logos, L.L.C ....................... Delaware Florida Logos, Inc. ......................... Florida Georgia Logos, L.L.C ........................ Georgia Hardin Development Corporation .............. Florida Interstate Logos, L.L.C ..................... Louisiana Kansas Logos, Inc. .......................... Kansas Kentucky Logos, LLC ......................... Kentucky Lamar Advan, Inc. ........................... Pennsylvania Lamar Advantage GP Company, LLC ............. Delaware Lamar Advantage Holding Company ............. Delaware Lamar Advantage LP Company, LLC ............. Delaware Lamar Advantage Outdoor Company, L.P. ....... Delaware Lamar Advertising of Colorado Springs, Inc. . Colorado Lamar Advertising of Kentucky, Inc. ......... Kentucky Lamar Advertising of Louisiana, L.L.C ....... Louisiana Lamar Advertising of Michigan, Inc. ......... Michigan Lamar Advertising of Oklahoma, Inc. ......... Oklahoma Lamar Advertising of Penn, LLC .............. Delaware Lamar Advertising of South Dakota, Inc. ..... South Dakota Lamar Advertising of Youngstown, Inc. ....... Delaware Lamar Advertising Southwest, Inc. ........... Nevada Lamar Air, L.L.C ............................ Louisiana Lamar Benches, Inc. ......................... Oklahoma Lamar Central Outdoor, Inc. ................. Delaware Lamar DOA Tennessee Holdings, Inc. .......... Delaware Lamar DOA Tennessee, Inc. ................... Delaware Lamar Electrical, Inc. ...................... Louisiana Lamar Florida, Inc. ......................... Florida Lamar I-40 West, Inc. ....................... Oklahoma Lamar OCI North Corporation ................. Delaware Lamar OCI South Corporation ................. Mississippi Lamar Ohio Outdoor Holding Corp. ............ Ohio Lamar Oklahoma Holding Company, Inc. ........ Oklahoma Lamar Pensacola Transit, Inc. ............... Florida Lamar Pinnacle Acquisition Co. .............. Georgia Lamar T.T.R., L.L.C ......................... Arizona Lamar Tennessee, L.L.C ...................... Tennessee Lamar Texas General Partner, Inc. ........... Louisiana Lamar Texas Limited Partnership ............. Texas Lamar Transit Advertising of New Orleans, LLC Delaware
Exhibit 21.1
STATE OR OTHER JURISDICTION OF INCORPORATION OR EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION - ---------------------------------------------------- ------------ LC Billboard L.L.C .......................... Delaware Maine Logos, L.L.C .......................... Maine Michigan Logos, Inc. ........................ Michigan Minnesota Logos, Inc. ....................... Minnesota Mississippi Logos, L.L.C .................... Mississippi Missouri Logos, LLC ......................... Missouri Missouri Logos, a Partnership ............... Missouri Nebraska Logos, Inc. ........................ Nebraska Nevada Logos, Inc. .......................... Nevada New Jersey Logos, L.L.C ..................... New Jersey New Mexico Logos, Inc. ...................... New Mexico Ohio Logos, Inc. ............................ Ohio Oklahoma Logos, L.L.C ....................... Oklahoma Outdoor Marketing Systems, Inc. ............. Pennsylvania Outdoor Marketing Systems, LLC .............. Pennsylvania Outdoor Promotions West, LLC ................ Delaware Parsons Development Company ................. Florida Revolution Outdoor Advertising, Inc. ........ Florida South Carolina Logos, Inc. .................. South Carolina Stokely Ad Agency, L.L.C .................... Oklahoma Tennessee Logos, Inc. ....................... Tennessee Texas Logos, L.P. ........................... Texas The Lamar Company, L.L.C .................... Louisiana TLC Properties II, Inc. ..................... Texas TLC Properties, Inc. ........................ Louisiana TLC Properties, L.L.C ....................... Louisiana Trans West Outdoor Advertising, Inc. ........ California Transit America Las Vegas, L.L.C ............ Delaware Triumph Outdoor Holdings, LLC ............... Delaware Triumph Outdoor Rhode Island, LLC ........... Delaware Utah Logos, Inc. ............................ Utah Virginia Logos, LLC ......................... Virginia Washington Logos, L.L.C ..................... Washington
EX-23.1 12 b47275lmexv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULES AND CONSENT The Board of Directors Lamar Media Corp.: The audits referred to in (a) our report dated February 5, 2003, except as to Note 8 which is as of March 7, 2003, and (b) our report dated February 5, 2003, except as to Note 5 which is as of March 7, 2003, included the related financial statement schedules of Lamar Advertising Company and subsidiaries and Lamar Media Corp. and subsidiaries, for each of the years in the three-year period ended December 31, 2002. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, such financial statement schedules of Lamar Advertising Company and subsidiaries and Lamar Media Corp. and subsidiaries, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein. We consent to the use of (a) our report dated February 5, 2003, except as to Note 8 which is as of March 7, 2003, and (b) our report dated February 5, 2003, except as to Note 5 which is as of March 7, 2003, in the registration statement of Lamar Media Corp. on Form S-4 with respect to (i) the consolidated balance sheets of Lamar Advertising Company and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2002, and (ii) the consolidated balance sheets of Lamar Media Corp. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholder's equity, and cash flows for each of the years in the three-year period ended December 31, 2002, which reports are included in the registration statement on Form S-4. Our reports refer to the adoption of the provisions of Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations", and certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", as required for goodwill and intangible assets resulting from business combinations consummated after June 30, 2001 and the full adoption of the provisions of SFAS No. 142 on January 1, 2002. We also consent to the reference to our firm under the heading "Experts" in the registration statement on Form S-4. /s/ KPMG LLP New Orleans, Louisiana July 28, 2003 EX-25.1 13 b47275lmexv25w1.txt STATEMENT OF ELIGIBILITY OF TRUSTEE ON FORM T-1 Exhibit 25.1 Registration No. 333-___ FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) Wachovia Bank of Delaware, National Association (Exact name of trustee as specified in its charter) United States of America (Jurisdiction of incorporation or organization if not a U.S. national bank) 22-1147033 (I.R.S. Employer Identification Number) One Wachovia Center 301 South College Street Charlotte, North Carolina (Address of principal executive offices) 28288 (Zip code) Brian K. Justice Wachovia Bank of Delaware, National Association 9300 Shelbyville Road, Suite 507 Louisville, KY 40222 (502)423-7512 (Name, address and telephone number of agent for service) Lamar Media Corp. (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 72-1205791 (I.R.S. Employer Identification No.) 5551 Corporate Boulevard Baton Rouge, Louisiana (225) 926-1000 (Address of principal executive offices) 70808 (Zip code) 7 1/4% Senior Subordinated Notes due 2013 (Title of the indenture securities) Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee: a. Name and address of each examining or supervising authority to which it is subject.
NAME ADDRESS Board of Governors of the Federal Washington, D.C. Reserve System Comptroller of the Currency Washington, D.C. Federal Deposit Insurance Washington, D.C. Corporation
b. Whether it is authorized to exercise corporate trust powers. The Trustee is authorized to exercise corporate trust powers. Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation. The obligor is not an affiliate of the trustee. (See Note 1 on page 6.) Item 3. VOTING SECURITIES OF THE TRUSTEE. Furnish the following information as to each class of voting securities of the trustee: As of (Insert date within 31 days). ----------------- COL. A COL. B TITLE OF CLASS AMOUNT OUTSTANDING None Item 4. TRUSTEESHIPS UNDER OTHER INDENTURES. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, furnish the following information: a. Title of the securities outstanding under each such other indenture. Not Applicable. b. A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. Not Applicable. 2 Item 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR UNDERWRITERS. If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner, employee, appointee, or representative of the obligor of any underwriter for the obligor, identify each such person having any such connection and state the nature of each such connection. Not Applicable - see answer to Item 13. Item 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by the obligor and each director, partner, and executive officer of the obligor. As of (Insert date within 31 days).
COL. D COL. C PERCENTAGE OF VOTING SECURITIES COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
Not Applicable - see answer to Item 13. Item 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS. Furnish the following information as to the voting securities of the trustee owned beneficially by each underwriter for the obligor and each director, partner, and executive officer of each such underwriter: As of (Insert date within 31 days). ------------------
COL. D COL. C PERCENTAGE OF VOTING SECURITIES COL. A COL. B AMOUNT OWNED REPRESENTED BY AMOUNT GIVEN NAME OF OWNER TITLE OF CLASS BENEFICIALLY IN COL. C
Not Applicable - see answer to Item 13. Item 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE. Furnish the following information as to securities of the obligor owned beneficially or held as collateral security for obligations in default by the trustee: As of (Insert date within 31 days). ------------------
COL. C AMOUNT OWNED COL. COL. B BENEFICIALLY OR PERCENT OF CLASS WHETHER THE SECURITIES HELD AS COLLATERAL REPRESENTED BY COL. A ARE VOTING OR SECURITY FOR AMOUNT GIVEN TITLE OF CLASS NONVOTING SECURITIES OBLIGATIONS IN DEFAULT IN COL. C
Not Applicable - see answer to Item 13. 3 Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE. If the trustee owns beneficially or hold as collateral security for obligations in default any securities of an underwriter for the obligor, furnish the following information as to each class of securities of such underwriter any of which are so owned or held by the trustee: As of (Insert date within 31 days). -----------------
COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - see answer to Item 13. Item 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR. If the trustee owns beneficially or holds as collateral security for obligations in default voting securities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting securities of the obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information as to the voting securities of such person: As of (Insert date within 31 days). ------------------
COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - see answer to Item 13. Item 11. Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor. If the trustee owns beneficially or holds as collateral security for obligations in default any securities of a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of the obligor, furnish the 4 following information as to each class of securities of such person any of which are so owned or held by the trustee: As of (Insert date within 31 days). ------------------
COL. C COL. D AMOUNT OWNED BENEFICIALLY PERCENT OF CLASS COL. A COL. B OR HELD AS COLLATERAL REPRESENTED BY TITLE OF ISSUER AMOUNT SECURITY FOR OBLIGATIONS AMOUNT GIVEN AND TITLE OF CLASS OUTSTANDING IN DEFAULT BY TRUSTEE IN COL. C
Not Applicable - See answer to Item 13. Item 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE. Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information: As of (Insert date within 31 days).
COL. A COL. B COL. C NATURE OF INDEBTEDNESS AMOUNT OUTSTANDING DATE DUE
Not Applicable - See answer to Item 13. Item 13. Defaults by the Obligor. a. State whether there is or has been a default with respect to the securities under this indenture. Explain the nature of any such default. None. b. If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None. Item 14. AFFILIATIONS WITH THE UNDERWRITERS. If any underwriter is an affiliate of the trustee, describe each such affiliation. Not Applicable. Item 15. FOREIGN TRUSTEE. Identify the order or rule pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act. Not Applicable. 5 Item 16. LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility. 1. Articles of Association of Wachovia Bank of Delaware, National Association as now in effect. 2. Certificate of Authority of the trustee to commence business. 3. Copy of the authorization of the trustee to exercise corporate trust powers. 4. Existing bylaws of the trustee. 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.* 8. Not Applicable. 9. Not Applicable. - ------------------------ * This report is available over the Internet at the website of the Federal Deposit Insurance Corporation and this report as therein contained is incorporated herein by reference. This website is located at HTTP://WWW3.FDIC.GOV/IDASP/MAIN.ASP. ONCE AT THAT ADDRESS, TYPE IN "WACHOVIA CORPORATION" AT THE FIELD ENTITLED "INSTITUTION NAME" THEN CLICK ON THE "FIND" FIELD ABOVE WHERE THE NAME OF THE BANK HAS BEEN TYPED IN THEN CLICK ON THE CERTIFICATE NUMBER FOR WACHOVIA CORPORATION (1073551) THEN CLICK ON THE "GENERATE REPORT" FIELD. NOTES: Note 1: The trustee is a subsidiary of Wachovia Corporation, a bank holding company; all of the voting securities of the trustee are held by Wachovia Corporation. 6 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Wachovia Bank of Delaware, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the city of Louisville, and State of Kentucky, on the 25th day of July, 2003. WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION (Trustee) By: /s/ Brian K. Justice ------------------------------------ Brian K. Justice, Vice President (Name and Title) 7 Form T-1 EXHIBIT 1 Charter No. 22559 WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION AMENDED AND RESTATED ARTICLES OF ASSOCIATION For the purpose of organizing an association to carry on the business of banking under the laws of the United States, the undersigned do enter into the following Articles of Association: FIRST. The title of the association shall be WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION. SECOND. The main office of the association shall be in Wilmington, Delaware. The general business of the association shall be conducted at its main office, its branches and its loan production offices. THIRD. The Board of Directors of this association shall consist of not less than five nor more than twenty-five shareholders, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors or by resolution of the stockholders at any annual or special meeting thereof. Each director, during the full term of his directorship, shall own a minimum of $1,000 aggregate par value of stock of this association or a minimum par market value or equity interest of $1,000 of stock in the bank holding company controlling this association. Any vacancy in the Board of Directors may be filled by action of the Board of Directors. FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate, on the day of each year specified thereby in the bylaws, but if no election is held on that day, it may be held on any subsequent day according to such lawful rules as may be prescribed by the Board of Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding class of capital stock of the bank entitled to vote for election of directors. Nominations other than those made by or on behalf of the existing bank management shall be made in writing and be delivered or mailed to the president of the bank, not less than 14 days nor more than 50 days prior to any meeting of stockholders called for the election of directors, provided, however, that if less than 21 days notice of the meeting is given to stockholders, such nomination shall be mailed or delivered to the president of the bank not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. 8 Such notification shall contain the following information to the extent known to the notifying stockholder: o The name and address of each proposed nominee. o The principal occupation of each proposed nominee. o The total number of shares of capital stock of the bank that will be voted for each proposed nominee. o The name and residence address of the notifying stockholder. o The number of shares of capital stock of the bank owned by the notifying stockholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairperson of the meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. FIFTH. The authorized amount of capital stock of this association shall be 250,000 shares of common stock of the par value of 100 Dollars ($100.00) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. If the capital stock is increased by the sale of additional shares thereof, each stockholder shall be entitled to subscribe for such additional shares in proportion to the number of shares of said capital stock owned by him at the time the increase is authorized by the stockholders, unless another time subsequent to the date of the stockholders' meeting is specified in a resolution by the stockholders at the time the increase is authorized. The Board of Directors will have the power to prescribe a reasonable period of time within which the preemptive rights to subscribe to the new shares of capital stock must be exercised. The association, at any time and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the stockholders. SIXTH. The Board of Directors shall appoint one of its members president of this association, who shall be chairperson of the Board, unless the Board appoints another director to be the chairperson. The Board of Directors shall have the power to appoint one or more vice presidents; and to appoint a cashier and such other officers and employees as may be required to transact the business of this association. The Board of Directors shall have the power to: o Define the duties of the officers and employees of the association. o Fix the salaries to be paid to the officers and employees. 9 o Dismiss officers and employees. o Require bonds from officers and employees and to fix the penalty thereof. o Regulate the manner in which any increase of the capital of the association shall be made. o Manage and administer the business and affairs of the association. o Make all bylaws that it may be lawful for the Board to make. o Generally to perform all acts that are legal for a Board of Directors to perform. SEVENTH. The Board of Directors shall have the power to change the location of the main office to any other place within the limits of Wilmington, Delaware, without the approval of the stockholders, and shall have the power to establish or change the location of any branch or branches of the association to any other location permitted under applicable law, without the approval of the stockholders, subject to approval by the Office of the Comptroller of the Currency. EIGHTH. The corporate existence of this association shall continue until terminated according to the laws of the United States. NINTH. The Board of Directors of this association, or any three or more stockholders owning, in the aggregate, not less than 10 percent of the stock of this association, may call a special meeting of stockholders at any time. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every annual and special meeting of the stockholders shall be given by first-class mail, postage pre-paid, mailed at least 10 days prior to the date of the meeting to each stockholder of record at his address as shown upon the books of this association. TENTH. Each director and executive officer of this association shall be indemnified by the association against liability in any proceeding (including without limitation a proceeding brought by or on behalf of the association itself) arising out of his status as such or his activities in either of the foregoing capacities, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the association. Liabilities incurred by a director or executive officer of the association in defending a proceeding shall be paid by the association in advance of the final disposition of such proceeding upon receipt of an undertaking by the director or executive officer to repay such amount if it shall be determined, as provided in the last paragraph of this Article Tenth, that he is not entitled to be indemnified by the association against such liabilities. Before any such advances are made, the Board of Directors, in good faith, must determine in writing, that all the following conditions are met: (a) the officer, director or employee has a substantial 10 likelihood of prevailing on the merits; (b) in the event the officer, director or employee does not prevail, he or she will have the financial capability to reimburse the association; and (c) payment of expenses by the association will not adversely affect the safety and soundness of the association. The indemnity against liability in the preceding paragraph of this Article Tenth, including liabilities incurred in defending a proceeding, shall be automatic and self-operative. Any director, officer or employee of this association who serves at the request of the association as a director, officer, employee or agent of a charitable, not-for-profit, religious, educational or hospital corporation, partnership, joint venture, trust or other enterprise, or a trade association, or as a trustee or administrator under an employee benefit plan, or who serves at the request of the association as a director, officer or employee of a business corporation in connection with the administration of an estate or trust by the association, shall have the right to be indemnified by the association, subject to the provisions set forth in the following paragraph of this Article Tenth, against liabilities in any manner arising out of or attributable to such status or activities in any such capacity, except for any liability incurred on account of activities which were at the time taken known or believed by such person to be clearly in conflict with the best interests of the association, or of the corporation, partnership, joint venture, trust, enterprise, association or plan being served by such person. In the case of all persons except the directors and executive officers of the association, the determination of whether a person is entitled to indemnification under the preceding paragraph of this Article Tenth shall be made by and in the sole discretion of the Chief Executive Officer of the association. In the case of the directors and executive officers of the association, the indemnity against liability in the preceding paragraph of this Article Tenth shall be automatic and self-operative. For purposes of this Article Tenth of these Articles of Association only, the following terms shall have the meanings indicated: (a) "Association" means Wachovia Bank of Delaware, National Association and its direct and indirect wholly-owned subsidiaries. (b) "Director" means an individual who is or was a director of the association. (c) "Executive officer" means an officer of the association who by resolution of the Board of Directors of the association has been determined to be an executive officer of the association for purposes of Regulation O of the Federal Reserve Board. (d) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses, including counsel fees and expenses, incurred with respect to a proceeding. (e) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. 11 (f) "Proceeding" means any threatened, pending, or completed claim, action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. The association shall have no obligation to indemnify any person for an amount paid in settlement of a proceeding unless the association consents in writing to such settlement. The right to indemnification herein provided for shall apply to persons who are directors, officers, or employees of banks or other entities that are hereafter merged or otherwise combined with the association only after the effective date of such merger or other combination and only as to their status and activities after such date. The right to indemnification herein provided for shall inure to the benefit of the heirs and legal representatives of any person entitled to such right. No revocation of, change in, or adoption of any resolution or provision in the Articles of Association or By-laws of the association inconsistent with, this Article Tenth shall adversely affect the rights of any director, officer, or employee of the association with respect to (i) any proceeding commenced or threatened prior to such revocation, change, or adoption, or (ii) any proceeding arising out of any act or omission occurring prior to such revocation, change, or adoption, in either case, without the written consent of such director, officer, or employee. The rights hereunder shall be in addition to and not exclusive of any other rights to which a director, officer, or employee of the association may be entitled under any statute, agreement, insurance policy, or otherwise. The association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee of the association, or is or was serving at the request of the association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise, against any liability asserted against such director, officer, or employee in any such capacity, or arising out of their status as such, whether or not the association would have the power to indemnify such director, officer, or employee against such liability, excluding insurance coverage for a formal order assessing civil money penalties against an association director or employee. Notwithstanding anything to the contrary provided herein, no person shall have a right to indemnification with respect to any liability (i) incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the association, (ii) to the extent such person is entitled to receive payment therefor under any insurance policy or from any corporation, partnership, joint venture, trust, trade association, employee benefit plan, or other enterprise other than the association, or (iii) to the extent that a court of competent jurisdiction determines that such indemnification is void or prohibited under state or federal law. 12 ELEVENTH. These Articles of Association may be amended at any regular or special meeting of the stockholders by the affirmative vote of the holders of a majority of the stock of this association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. TWELFTH. The Association, at anytime and from time to time, may authorize and issue debt obligations, whether or not subordinated, without the approval of the shareholders. 13 Form T-1 EXHIBIT 2 [Letterhead of Comptroller of the Currency] CERTIFICATE OF CORPORATE EXISTENCE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et. seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Wachovia Bank of Delaware, National Association," Wilmington, Delaware, (Charter No. 22559) is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this Thursday, April 04, 2002. [Seal of Comptroller of the Currency] /s/ John D. Hawke, Jr. ---------------------- Comptroller of the Currency 14 Form T-1 EXHIBIT 3 [Letterhead of Comptroller of the Currency] CERTIFICATE OF CORPORATE EXISTENCE I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et. seq., as amended, has possession, custody and control of all records pertaining to the chartering of all National Banking Associations. 2. "Wachovia Bank of Delaware, National Association," Wilmington, Delaware, (Charter No. 22559) was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the authority so granted remains in full force and effect on the date of this Certificate. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department in the City of Washington and District of Columbia, this Thursday, April 04, 2002. [Seal of Comptroller of the Currency] /s/ John D. Hawke, Jr. ---------------------- Comptroller of the Currency 15 Form T-1 EXHIBIT 4 AMENDED AND RESTATED BY-LAWS OF WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION Charter No. 22559 Effective October 25, 2002 16 BY-LAWS OF WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION ARTICLE I Meetings of Shareholders Section 1.1 Annual Meeting. The annual meeting of the shareholders for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held on the third Tuesday of April in each year, commencing with the year 2002, except that the Board of Directors may, from time to time and upon passage of a resolution specifically setting forth its reasons, set such other date for such meeting during the month of April as the Board of Directors may deem necessary or appropriate; provided, however, that if an annual meeting would otherwise fall on a legal holiday, then such annual meeting shall be held on the second business day following such legal holiday. The holders of a majority of the outstanding shares entitled to vote which are represented at any meeting of the shareholders may choose persons to act as Chairman and as Secretary of the meeting. Section 1.2 Special Meetings. Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for any purpose at any time by the Board of Directors or by any three (3) or more shareholders owning, in the aggregate, not less than ten percent (10%) of the stock of the Association. Unless otherwise provided by the laws of the United States, a notice of the time, place and purpose of every special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least ten (10) days prior to the date of such meeting to each shareholder of record at his address as shown upon the books of this Association. Section 1.3 Nominations for Directors. Nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholders of any outstanding class of capital stock of the Association entitled to vote for the election of Directors. Nominations, other than those made by or on behalf of the existing management of the Association, shall be made in writing and shall be delivered or mailed to the President of the Association and to the Comptroller of the Currency, Washington, D. C., not fewer than fourteen (14) days nor more than fifty (50) days prior to any meeting of shareholders called for the election of Directors, provided, however, that if fewer than twenty-one (21) days' notice of such meeting is given to shareholders, such nomination shall be mailed or delivered to the President of the Association and to the Comptroller of the Currency not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Association that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of the Association owned by the notifying shareholder. Nominations not made in accordance herewith may, in his discretion, be disregarded by the chairman of the 17 meeting, and upon his instructions, the vote tellers may disregard all votes cast for each such nominee. Section 1.4 Judges of Election. The Board may at any time appoint from among the shareholders three (3) or more persons to serve as Judges of Election at any meeting of shareholders; to act as judges and tellers with respect to all votes by ballot at such meeting and to file with the Secretary of the meeting a Certificate under their hands, certifying the result thereof. Section 1.5 Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing, but no officer or employee of this Association shall act as proxy. Proxies shall be valid only for one meeting, to be specified therein, and any adjournments of such meeting. Proxies shall be dated and shall be filed with the records of the meeting. Section 1.6 Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association. ARTICLE II Directors Section 2.1 Board of Directors. The Board of Directors (hereinafter referred to as the "Board"), shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board. Section 2.2 Number. The Board shall consist of not fewer than five (5) nor more than twenty-five (25) Directors, the exact number within such minimum and maximum limits to be fixed and determined from time to time by resolution of a majority of the full Board or by resolution of the shareholders at any annual or special meeting thereof; provided, however, that a majority of the full Board of Directors may not increase the number of Directors to a number which, (1) exceeds by more than two (2) the number of Directors last elected by shareholders where such number was fifteen (15) or fewer, and (2) to a number which exceeds by more than four (4) the number of Directors last elected by shareholders where such number was sixteen (16) or more, but in no event shall the number of Directors exceed twenty-five (25). Section 2.3 Organization Meeting. The Secretary of the meeting upon receiving the Certificate of the Judges of Election, of the result of any election, shall notify the Directors-elect of their election and of the time at which they are required to meet at the Main Office of the Association for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be held as soon thereafter as 18 practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the Directors present may adjourn the meeting from time to time, until a quorum is obtained. Section 2.4 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place and time as may be designated by resolution of the Board of Directors. Upon adoption of such resolution, no further notice of such meeting dates or the places or times thereof shall be required. Upon the failure of the Board of Directors to adopt such a resolution, regular meetings of the Board of Directors shall be held, without notice, on the Wednesday following the third Tuesday in February, June, October, and December, commencing with April 2002, at the Main Office or at such other place and time as may be designated by the Board of Directors. When any regular meeting of the Board would otherwise fall on a holiday, the meeting shall be held on the next business day unless the Board shall designate some other day. Section 2.5 Special Meetings. Special meetings of the Board of Directors may be called by the President of the Association, or at the request of three (3) or more Directors. Each member of the Board of Directors shall be given notice stating the time and place, by telegram, letter, or in person, of each such special meeting. Section 2.6 Quorum. A majority of the Directors shall constitute a quorum at any meeting, except when otherwise provided by law; but a lesser number may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. Section 2.7 Vacancies. When any vacancy occurs among the Directors, the remaining members of the Board, in accordance with the laws of the United States, may appoint a Director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose. Section 2.8 Advisory Boards. The Board of Directors may appoint Advisory Boards for each of the States in which the Association conducts operations. Each such Advisory Board shall consist of as many persons as the Board of Directors may determine. The duties of each Advisory Board shall be to consult and advise with the Board of Directors and senior officers of the Association in such State with regard to the best interests of the Association and to perform such other duties as the Board of Directors may lawfully delegate. The senior officer in such State, or such officers as directed by such senior officer, may appoint advisory boards for geographic regions within such State and may consult with the State Advisory Boards prior to such appointments. ARTICLE III Committees of the Board Section 3.1 The Board of Directors, by resolution adopted by a majority of the number of Directors fixed by these By-laws, may designate two (2) or more Directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors and the management of the Association. The designation of any committee and the 19 delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. The Board of Directors reserves to itself alone the power to act on (1) dissolution, merger or consolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of these By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to shareholders of any action requiring shareholder approval. The Board of Directors or the Chairman of the Board of Directors of the Association may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee. A majority of the members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any committee shall be reported to the Board of Directors at a meeting succeeding such action, except such actions as the Board may not require to be reported to it in the resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any such revision or alteration. ARTICLE IV Officers and Employees Section 4.1 Officers. The officers of the Association may be a Chairman of the Board, a Vice Chairman of the Board, one or more Chairmen or Vice Chairmen (who shall not be required to be Directors of the Association), a President, one or more Vice Presidents, a Secretary, a Cashier or Treasurer, and such other officers, including officers holding similar or equivalent titles to the above in regions, divisions or functional units of the Association, as may be appointed by the Board of Directors. The Chairman of the Board and the President shall be members of the Board of Directors. Any two or more offices may be held by one person, but no officer shall sign or execute any document in more than one capacity. Section 4.2 Election, Term of Office, and Qualification. Each officer shall be chosen by the Board of Directors and shall hold office until the annual meeting of the Board of Directors held next after his election or until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign, or shall have been disqualified, or shall have been removed from office. 20 Section 4.3 Officers Acting as Assistant Secretary. Notwithstanding Section 4.1 of these By-laws, any officer holding the title of Assistant Vice President or above shall have, by virtue of his office, and by authority of the By-laws, the authority from time to time to act as an Assistant Secretary of the Association, and to such extent, said officers are appointed to the office of Assistant Secretary. Section 4.4 Chief Executive Officer. The Board of Directors shall designate one of its members to be the President of this Association, and the officer so designated shall be an ex officio member of all committees of the Association except the Examining Committee, and its Chief Executive Officer unless some other officer is so designated by the Board of Directors. Section 4.5 Duties of Officers. The duties of all officers shall be prescribed by the Board of Directors. Nevertheless, the Board of Directors may delegate to the Chief Executive Officer the authority to prescribe the duties of other officers of the Association not inconsistent with law, the charter, and these By-laws, and to appoint other employees, prescribe their duties, and to dismiss them. Notwithstanding such delegation of authority, any officer or employee also may be dismissed at any time by the Board of Directors. Section 4.6 Other Employees. The Board of Directors may appoint from time to time such tellers, vault custodians, bookkeepers, and other clerks, agents, and employees as it may deem advisable for the prompt and orderly transaction of the business of the Association, define their duties, fix the salary to be paid them, and dismiss them. Subject to the authority of the Board of Directors, the Chief Executive Officer or any other officer of the Association authorized by him, may appoint and dismiss all such tellers, vault custodians, bookkeepers and other clerks, agents, and employees, prescribe their duties and the conditions of their employment, and from time to time fix their compensation. Section 4.7 Removal and Resignation. Any officer or employee of the Association may be removed either with or without cause by the Board of Directors. Any employee other than an officer elected by the Board of Directors may be dismissed in accordance with the provisions of the preceding Section 4.6. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chief Executive Officer of the Association. Any such resignation shall become effective upon its being accepted by the Board of Directors, or the Chief Executive Officer. ARTICLE V Fiduciary Powers Section 5.1 Trust Services Division. There shall be divisions of this Association known as the Capital Management Group and the Wealth Management Group which shall be responsible for the exercise of the fiduciary activities of this Association. 21 Section 5.2 Trust Officers. There shall be one or more Officers of this Association whose duties shall be to manage, supervise and direct all the fiduciary activities of the Capital Management and Wealth Management Groups. Further, there shall be one or more Senior Trust Officers designated to assist the Officers in the performance of their duties. They shall do or cause to be done all things necessary or proper in carrying out the business of the Capital Management and Wealth Management Groups in accordance with provisions of applicable laws and regulations. 22 Section 5.3 General Trust Committee. There shall be a General Trust Committee composed of not fewer than four (4) members of the Board of Directors or officers of this Association who shall be appointed annually, or from time to time, by the Board of Directors of this Association. Each member shall serve until his successor is appointed. The Board of Directors or the Chairman of the Board may change the membership of the General Trust Committee at any time, fill any vacancies therein, or discharge any member thereof with or without cause at any time. The General Trust Committee shall counsel and advise on all matters relating to the fiduciary business or affairs of the Capital Management and Wealth Management Groups and shall adopt overall policies for the conduct of the fiduciary business of the Capital Management and Wealth Management Groups, including, but not limited to: general administration, investment policies, new business development, and review for approval of major assignments of functional responsibilities. The General Trust Committee shall assign the administration and performance of any of its fiduciary powers or duties to any subcommittee as it may designate. The General Trust Committee shall appoint the members of any such subcommittees and shall determine the number of members which constitutes a quorum at meetings of such subcommittees. The General Trust Committee shall meet at least quarterly or as called for by its Chairman or any three (3) members of the Committee. A quorum shall consist of three (3) members. In carrying out its responsibilities, the General Trust Committee shall review the actions of all officers, employees and committees utilized by this Association in connection with the fiduciary activities of the Capital Management and Wealth Management Groups and may assign the administration and performance of any fiduciary powers or duties to any officers or employees of the Capital Management Group or Wealth Management Group or to any committee it may designate. One of the methods to be used in the review process will be the scrutiny of the Reports of Examination by the Office of the Comptroller of the Currency and the reports of the Audit Division of Wachovia Corporation, as they relate to the activities of the Capital Management and Wealth Management Groups. These reviews shall be in addition to reviews of such reports by the Audit Committee of the Board of Directors. The Chairman of the General Trust Committee shall be appointed by the Board of Directors. The Chairman of the General Trust Committee shall cause to be recorded in appropriate minutes all actions taken by the Committee. The minutes shall be signed by its Secretary and approved by its Chairman. Further, the General Trust Committee shall make its minutes available to the Board of Directors at its next regularly scheduled meeting following a meeting of the General Trust Committee. As required by Section 9.4 of Regulation 9 of the Comptroller of the Currency, the Board of Directors retains responsibility for the proper exercise of this Association's fiduciary powers. Members of the General Trust Committee will abide by the Association's Code of Conduct as it applies to the Capital Management and Wealth Management Groups. ARTICLE VI Stock and Stock Certificates Section 6.1 Transfers. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. 23 Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all rights and liabilities of the prior holder of such shares. Section 6.2 Stock Certificates. Certificates of stock shall bear the signature of the Chairman, the Vice Chairman, the President, or a Vice President (which may be engraved, printed, or impressed), and shall be signed manually or by facsimile process by the Secretary, Assistant Secretary, Cashier, Assistant Cashier, or any other officer appointed by the Board of Directors for that purpose, to be known as an Authorized Officer, and the seal of the Association shall be engraved thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. ARTICLE VII Corporate Seal Section 7.1 The President, the Cashier, the Secretary, or any Assistant Cashier, or Assistant Secretary, or other officer thereunto designated by the Board of Directors shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal shall be in the form adopted by the Board of Directors. ARTICLE VIII Miscellaneous Provisions Section 8.1 Fiscal Year. The fiscal year of the Association shall be the calendar year. Section 8.2 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, notices, applications, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairman of the Board, the Vice Chairman of the Board, any Chairman or Vice Chairman, the President, any Senior Executive Vice President, Executive Vice President, Vice President or Assistant Vice President, the Secretary, the Cashier or Treasurer, or any officer holding similar or equivalent titles to the above in any regions, divisions or functional units of the Association, or, if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer or Assistant Trust Officer (or equivalent titles), and if so required by applicable law or regulation, attested or countersigned by the Secretary or Assistant Secretary; provided, however, that where required, any such instrument shall be attested by one of said officers other than the officer executing such instrument. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 8.2 are supplementary to any other provision of these By-laws. 24 Section 8.3 Records. The Articles of Association, the By-laws, and the proceedings of all meetings of the shareholders, the Board of Directors, standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, Cashier, or other officer appointed to act as Secretary of the meeting. ARTICLE IX By-laws Section 9.1 Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Main Office of the Association, and shall be open for inspection to all shareholders, during banking hours. Section 9.2 Amendments. The By-laws may be amended, altered or repealed, at any regular or special meeting of the Board of Directors, by a vote of a majority of the whole number of Directors. ARTICLE X EMERGENCY BY-LAWS Section 10.1. Emergency. In the event of an emergency declared by the President of the United States or the person performing his functions, the officers and employees of this Association will continue to conduct the affairs of the Association under such guidance from the Directors or the Executive Committee as may be available except as to matters which by statute require specific approval of the Board of Directors and subject to conformance with any applicable governmental directives during the emergency. Section 10.2. Officers Pro Tempore. The surviving members of the Board of Directors or the Executive Committee shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer's powers and duties to any other officer, or to any Director, for the time being. Section 10.3. Executive Committee Powers. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of this Association by its Directors and officers as contemplated by these By-laws, any two (2) or more available members of the Board of Directors shall constitute the Executive Committee and shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Association in accordance with the provisions of Article II of these By-laws; and in addition, the Executive Committee shall be empowered to exercise all of the powers reserved to the General Trust Committee under Section 5.3 of Article V hereof. In the event of the unavailability, at such time, of a minimum of two (2) members of the then incumbent Executive Committee, any three (3) available Directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Association in accordance with 25 the foregoing provisions of this section. This By-law shall be subject to implementation by resolutions of the Board of Directors passed from time to time for that purpose. Any provisions of these By-laws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by an interim Executive Committee acting under this section that it shall be to the advantage of this Association to resume the conduct and management of its affairs and business under all of the other provisions of these By-laws. Section 10.4. Officer Succession. If consequent upon war or warlike damage or disaster, the Chief Executive Officer of this Association cannot be located or is unable to assume or to continue normal executive duties, then the authority and duties of the Chief Executive Officer shall, without further action of the Board of Directors, be automatically assumed by one of the following persons in the order designated: Chairman President Head of the General Bank Division Head/Area Administrator - Within this officer class, officers shall take seniority on the basis of length of service in such office or, in the event of equality, length of service as an officer of the Association. Any one of the above persons who in accordance with this Section 10.4 assumes the authority and duties of the Chief Executive Officer shall continue to serve until he resigns or until five-sixths of the other officers who are attached to the then acting Main Office decide in writing he is unable to perform said duties or until the elected Chief Executive Officer of this Association, or a person higher on the above list, shall become available to perform the duties of Chief Executive Officer of the Association. Section 10.5. Certification. Anyone dealing with this Association may accept a certification by any three (3) officers that a specified individual is acting as Chief Executive Officer in accordance with this By-law; and that anyone accepting such certification may continue to consider it in force until notified in writing of a change, said notice of change to carry the signatures of three (3) officers of the Association. Section 10.6. Alternate Locations. The offices of the Association at which its business shall be conducted shall be the Main Office thereof and each of its branches , and any other legally authorized location which may be leased or acquired by this Association to carry on its business. During an emergency resulting in any authorized place of business of this Association being unable to function, the business ordinarily conducted at such location shall be relocated elsewhere in suitable quarters, in addition to or in lieu of the locations heretofore mentioned, as may be designated by the Board of Directors or by the Executive Committee or by such persons as are then, in accordance with resolutions adopted from time to time by the Board of Directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of this Association. Any temporarily relocated place of business of this Association shall be returned to its legally authorized location as soon as practicable and such temporary place of business shall then be discontinued. 26 Section 10.7. Acting Main Offices. In case of war or warlike damage or disaster, if the Main Office of this Association, located in Wilmington, Delaware, is unable temporarily to continue its functions, then and in such case, the largest branch office in the State of Delaware, based on the amount of deposits held at such branch, which can carry on its functions, shall, without further action of this Board of Directors, become the "Acting Main Office of this Association". Section 10.8. Resumption of Main Office. The Main Office shall resume its functions at its legally authorized location as soon as practicable as determined by the Executive Committee pursuant to Section 10.3 of these By-laws. 27 Form T-1 EXHIBIT 6 Wachovia Bank of Delaware, National Association, pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended (the "Act") in connection with the proposed issuance by Lamar Media Corp. of 7 1/4% Senior Subordinated Notes due 2013, consents that reports of examination by federal, state, territorial, or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor, as contemplated by Section 321(b) of the Act. Dated: July 25, 2003 WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION By: /s/ Brian K. Justice ------------------------------------------ Brian K. Justice, Vice President 28 EX-99.1 14 b47275lmexv99w1.txt FORM OF LETTER OF TRANSMITTAL EXHIBIT 99.1 LETTER OF TRANSMITTAL LAMAR MEDIA CORP. OFFER TO EXCHANGE 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013 REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ALL OUTSTANDING 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013 PURSUANT TO THE PROSPECTUS, DATED , 2003 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. Exchange Agent: WACHOVIA BANK By Registered or Certified Mail, By Facsimile Transmission: Hand or Overnight Courier: (704) 590-7628 Wachovia Bank Confirm by Telephone: Customer Information Center (704) 590-7413 Corporate Trust Operations -- NC1153 1525 West WT Harris Blvd -- 3C3 Charlotte, NC 28262 Attention: Ms. Marsha Rice or Wachovia Bank, N.A. 40 Broad Street, 5th Floor New York, NY 10004 Attention: Mr. Keith Williams
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL BEFORE COMPLETING IT. The undersigned acknowledges that he or she has received the prospectus, dated , 2003 (the "Prospectus"), of Lamar Media Corp., a Delaware corporation (the "Company"), and this letter of transmittal (the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange an aggregate principal amount of up to $125,000,000 of its 7 1/4% Senior Subordinated Notes due 2013 (the "Exchange Notes") registered under the Securities Act of 1933, as amended, for a like principal amount of the Company's issued and outstanding unregistered 7 1/4% Senior Subordinated Notes due 2013 (the "Original Notes"). Capitalized terms used but not defined herein shall have the same meanings given them in the Prospectus. The Exchange Offer is subject to all of the terms and conditions set forth in the Prospectus, including without limitation, the right of the Company to waive, subject to applicable laws, conditions. In the event of any conflict between the Letter of Transmittal and the Prospectus, the Prospectus shall govern. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Original Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and have no registration rights or rights to additional interest. For each Original Note accepted for exchange, the holder of such Original Note will receive an Exchange Note having a principal amount equal to that of the surrendered Original Note. The Exchange Notes will bear interest from the last interest payment date of the Original Notes to occur prior to the issue date of the Exchange Notes or, if no interest has been paid, from the date of the indenture. Interest on the Exchange Notes will accrue at the rate of 7 1/4% per annum and will be payable semiannually on each July 1 and January 1, commencing on July 1, 2003. The Exchange Notes will mature on January 1, 2013. The Company reserves the right, at any time or from time to time, to extend the Exchange Offer at its discretion, in which event the term "Expiration Date" shall mean the latest time and date to which the Exchange Offer is extended. The Company shall notify the holders of the Original Notes of any extension as promptly as practicable by oral or written notice thereof. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION 11. The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. 2 List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, list the certificate numbers and principal amount of Original Notes on a separate signed schedule and affix the schedule to this Letter of Transmittal.
- ------------------------------------------------------------------------------------------------------------------------------ DESCRIPTION OF ORIGINAL NOTES - ------------------------------------------------------------------------------------------------------------------------------ AGGREGATE AMOUNT OF PRINCIPAL NAME(S) AND ADDRESS(S) OF REGISTERED HOLDER(S) CERTIFICATE ORIGINAL AMOUNT (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR ON CERTIFICATES) NUMBER(S)* NOTES TENDERED** - ------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- ------------------------------------------------------- TOTAL - ------------------------------------------------------------------------------------------------------------------------------ * Need not be completed if Original Notes are being tendered by book-entry transfer. ** Unless otherwise indicated in this column, ALL of the Original Notes represented by the certificates will be deemed to have been tendered. See Instruction 2. Original Notes tendered must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1. - ------------------------------------------------------------------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC, EUROCLEAR OR CLEARSTREAM AND COMPLETE THE FOLLOWING: Name of Tendering Institution: ---------------------------------------------------- DTC, Euroclear or Clearstream Book-Entry Account: ------------------------ Transaction Code Number: ---------------------------------------------------------- [ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): --------------------------------------------- Window Ticket Number (if any): ------------------------------------------ Date of Execution of Notice of Guaranteed Delivery: ------------------ Name of Institution which Guaranteed Delivery: ----------------------------------- If Delivered by Book-Entry Transfer, Complete the Following: ------------------------------ DTC, Euroclear or Clearstream Book-Entry Account: ------------------------------ Transaction Code Number: -------------------------------------------------- [ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ---------------------------------------------------------- 3 PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Original Notes as are being tendered hereby. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned further represents that (i) it will acquire the Exchange Notes in the ordinary course of its business, (ii) it has no arrangements or understandings with any person to participate in a distribution of the Exchange Notes, and (iii) it is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act. The undersigned also acknowledges that this Exchange Offer is being made by the Company based upon the Company's understanding of an interpretation by the staff of the Commission as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (i) such holders are not affiliates of the Company within the meaning of Rule 405 under the Securities Act; (ii) such Exchange Notes are acquired in the ordinary course of such holder's business; and (iii) such holders are not engaged in, and do not intend to engage in, a distribution of the Exchange Notes and have no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. However, the staff of the Commission has not considered the Exchange Offer in the context of a request for a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances. Any broker-dealer and any holder who has an arrangement or understanding with any person to participate in the distribution of Exchange Notes may not rely on the applicable interpretations of the staff of the Commission. Consequently, these holders must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. If the undersigned is a broker-dealer, it acknowledges that the SEC considers broker-dealers that acquired Original Notes directly from the Company, but not as a result of market-making activities or other trading activities, to be making a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes acquired by such broker-dealer as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The exchange offer -- Withdrawal rights" section of the Prospectus. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please issue the Exchange Notes in the name of the undersigned or, in the case of a book-entry delivery of Original Notes, please credit the book-entry account indicated above maintained at DTC. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the Exchange Notes (and, if applicable, substitute 4 certificates representing Original Notes for any Original Notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Original Notes." THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THOSE ORIGINAL NOTES AS DESCRIBED IN THAT BOX. 5 SPECIAL ISSUANCE INSTRUCTIONS (SEE INSTRUCTIONS 4 AND 5) To be completed ONLY if certificates for Original Notes not tendered and/or Exchange Notes are to be issued in the name of and sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal above, or if Original Notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at DTC, Euroclear or Clearstream other than the account indicated above. Issue: Exchange Notes and/or Original Notes to: Name(s): - ------------------------------------------ (PLEASE TYPE OR PRINT) - ------------------------------------------------------ (PLEASE TYPE OR PRINT) Address: - -------------------------------------------- - ------------------------------------------------------ (INCLUDING ZIP CODE) (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9) [ ] Credit unexchanged Original Notes delivered by book-entry transfer to the DTC, Euroclear or Clearstream account set forth below. - ------------------------------------------------------ (DTC, EUROCLEAR OR CLEARSTREAM ACCOUNT NUMBER, IF APPLICABLE) SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 4 AND 5) To be completed ONLY if certificates for Original Notes not tendered and/or Exchange Notes are to be sent to someone other than the person(s) whose signature(s) appear(s) on this Letter of Transmittal above or to such person(s) at an address other than shown in the box entitled "Description of Original Notes" on this Letter of Transmittal above. Mail: Exchange Notes and/or Original Notes to: Name(s): - ------------------------------------------ (PLEASE TYPE OR PRINT) - ------------------------------------------------------ (PLEASE TYPE OR PRINT) Address: - -------------------------------------------- ------------------------------------------------------ (INCLUDING ZIP CODE) IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A FACSIMILE HEREOF, OR AN AGENT'S MESSAGE (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE. 6 PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON PAGE 14) Dated: ------------------------------------------------------------------, 2003 x: -------------------------------------------------- --------------------------------------------------, 2003 x: -------------------------------------------------- --------------------------------------------------, 2003 (SIGNATURE(S) OF OWNER(S)) (DATE)
Area Code and Telephone Number: - -------------------------------------------------------------------------------- If a holder is tendering any Original Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Original Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 4. Name(s): - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (PLEASE TYPE OR PRINT) Capacity: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Address: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (INCLUDING ZIP CODE) SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 3) - -------------------------------------------------------------------------------- (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES) - -------------------------------------------------------------------------------- (ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF FIRM) - -------------------------------------------------------------------------------- (AUTHORIZED SIGNATURES) - -------------------------------------------------------------------------------- (PRINTED NAME) - -------------------------------------------------------------------------------- (TITLE) Dated: ------------------------------------------------------------------, 2003 7 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE REGISTERED 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013 FOR OUTSTANDING 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013 OF LAMAR MEDIA CORP. 1. Delivery of this Letter of Transmittal and Original Notes; Guaranteed Delivery Procedures. A holder of Original Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile thereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Original Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below. Original Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. The Exchange Agent will make a request to establish an account with respect to the Original Notes at The Depositary Trust Company ("DTC") for purposes of the Exchange Offer promptly after the date of the Prospectus. Any financial institution that is a participant in DTC's system, including Euroclear and Clearstream, may make book-entry delivery of Original Notes by causing DTC to transfer such Original Notes into the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program procedures for such transfer. However, although delivery of Original Notes may be effected through book-entry transfer at DTC, an Agent's Message (as defined in the next paragraph) in connection with a book-entry transfer and any other required documents, must, in any case, be transmitted to and received by the Exchange Agent at the address specified on the cover page of this Letter of Transmittal on or prior to the Expiration Date or the guaranteed delivery procedures described below must be compiled with. A Holder may tender Original Notes that are held through DTC by transmitting its acceptance through DTC's Automatic Tender Offer Program ("ATOP"), for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent's Message to the Exchange Agent for its acceptance. The term "Agent's Message" means a message transmitted by DTC to, and received by, the Exchange Agent and forming part of the book-entry confirmation, which states that DTC, Euroclear or Clearstream has received an express acknowledgment from the participant tendering the Original Notes that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal, and that the Company may enforce such agreement against such participant. Delivery of an Agent's Message will also constitute an acknowledgment from the tendering DTC participant that the representations and warranties set forth in this Letter of Transmittal are true and correct. DELIVERY OF THE AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT'S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP. Holders of Original Notes whose certificates for Original Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Original Notes pursuant to the guaranteed delivery procedures set forth in "The exchange offer -- Exchange offer procedures -- Guaranteed delivery procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution (as defined in Instruction 4 below), 8 (ii) prior to the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Company (by facsimile transmission, mail or hand delivery or a properly transmitted Agent's Message in lieu of Notice of Guaranteed Delivery), setting forth the name and address of the holder of Original Notes, the certificate number or numbers of such Original Notes and the principal amount of Original Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange trading days after the date of execution of such letter or facsimile transmission by the Eligible Institution, the Letter of Transmittal (or facsimile thereof), together with the Original Notes tendered or a book-entry confirmation and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) such properly completed and executed Letter of Transmittal (or facsimile thereof), as well as the Original Notes tendered or a book-entry confirmation and all other documents required by this Letter of Transmittal, are received by the Exchange Agent within five business days after the Expiration Date. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL NOTES AND ALL OTHER REQUIRED DOCUMENTS, OR BOOK-ENTRY TRANSFER AND TRANSMISSION OF AN AGENT'S MESSAGE BY A DTC PARTICIPANT, ARE AT THE ELECTION AND RISK OF THE TENDERING HOLDERS. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO THE COMPANY OR DTC. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE TENDERS FOR SUCH HOLDERS. SEE "THE EXCHANGE OFFER" SECTION OF THE PROSPECTUS. 2. Partial Tenders; Withdrawals. If less than all of the Original Notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of Original Notes tendered in the box entitled "Description of Original Notes -- Principal Amount Tendered." A newly issued certificate for the Original Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Original Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated. If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal to be effective, the Exchange Agent must receive a written notice, which may be by telegram, telex, facsimile transmission or letter, of withdrawal at the address set forth above. Any notice of withdrawal must: - specify the name of the person who deposited the Original Notes to be withdrawn, - identify the Original Notes to be withdrawn, including the certificate number or numbers (if applicable) and principal amount of the Original Notes to be withdrawn, - be signed by the person who tendered the Original Notes in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees, and - specify the name in which any Original Notes are to be re-registered, if different from that of the withdrawing holder. The Exchange Agent will return the properly withdrawn Original Notes without cost to the holder as soon as practicable following receipt of notice of withdrawal. If Original Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and 9 number of the account at the book-entry transfer facility to be credited with the withdrawn Original Notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity, form and eligibility, including time of receipt, of any notice of withdrawal will be determined by the Company, in its sole discretion, and such determination will be final and binding on all parties. 3. Tender by Holder. Except in limited circumstances, only a DTC participant listed on a DTC securities position listing may tender Original Notes in the Exchange Offer. Any beneficial owner of Original Notes who is not the registered holder and is not a DTC participant and who wishes to tender should arrange with such registered holder to execute and deliver this Letter of Transmittal on such beneficial owner's behalf or must, prior to completing and executing this Letter of Transmittal and delivering his, her or its Original Notes, either make appropriate arrangements to register ownership of the Original Notes in such beneficial owner's name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such. 4. Signatures on this Letter of Transmittal, Bond Powers and Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed by the registered holder of the Original Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any tendered Original Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Original Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of certificates. When this Letter of Transmittal is signed by the registered holder (including any DTC participant whose name appears on a security position listing as the owner of the Original Notes) of the Original Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the Exchange Notes are to be issued to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) must be guaranteed by an Eligible Institution (as defined below). If this Letter of Transmittal is signed by a person other than the registered holder or holders of any Original Notes specified therein, such certificate(s) must be endorsed by such registered holder(s) or accompanied by separate written instruments of transfer or endorsed in blank by such registered holder(s) exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as such registered holder(s) name or names appear(s) on the Original Notes. If this Letter of Transmittal or any certificates of Original Notes or separate written instruments of transfer or exchange are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Company, evidence satisfactory to the Company of their authority to so act must be submitted with the Letter of Transmittal. Signature on a Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution unless the Original Notes tendered pursuant thereto are tendered (i) by a registered holder (including any participant in DTC whose name appears on a security position listing as the owner of the Original Notes) who has not completed the box entitled "Special Payment Instructions" or "Special Delivery Instructions" on the Letter of Transmittal or (ii) for the account of an Eligible Institution. In the event that signatures on a Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantee must be by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States, or an "eligible guarantor institution" within the meaning of Rule 17 Ad-15 under the Exchange Act (each of the foregoing an "Eligible Institution"). 10 5. Special Issuance and Delivery Instructions. Tendering holders of Original Notes should indicate in the applicable box the name and address to which Exchange Notes issued pursuant to the Exchange Offer are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at DTC as such holder may designate hereon. If no such instructions are given, such Original Notes not exchanged will be returned to the name or address of the person signing this Letter of Transmittal. 6. Tax Identification Number. Federal income tax law generally requires that a tendering holder whose Original Notes are accepted for exchange must provide the Company (as payor) with such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9 below or otherwise establish a basis for exemption from backup withholding. If such holder is an individual, the TIN is his or her social security number. If the Company is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, the holders of the Exchange Notes may be subject to backup withholding on all reportable payments made after the exchange. The backup withholding rate is 30% for the years 2002 and 2003, 29% for the years 2004 and 2005, and 28% thereafter. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Guidelines of Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for additional instructions. Under the federal income tax laws, payments that may be made by the Company on account of Exchange Notes issued pursuant to the Exchange Offer may be subject to backup withholding at the rates listed above. To prevent backup withholding, each tendering holder of Original Notes must provide its correct TIN by completing the "Substitute Form W-9" set forth below, certifying that the TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding. If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder must give the Company a completed Form W-8, Certificate of Foreign Status. These forms may be obtained from the Exchange Agent. If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN, check the box in Part 2 of the Substitute Form W-9, write "applied for" in lieu of its TIN and complete the Certificate of Awaiting Taxpayer Identification Number. Note: checking this box or writing "applied for" on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder checks the box in Part 2 of the Substitute Form W-9 or writes "applied for" on that form, backup withholding at the applicable rate will nevertheless apply to all reportable payments made to such holder. If such a holder furnishes its TIN to the Company within 60 days, however, any amounts so withheld shall be refunded to such holder. If, however, the holder has not provided the Company with its TIN within such 60-day period, the Company will remit such previously retained amounts to the IRS as backup withholding. Backup withholding is not an additional federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service. 7. Transfer Taxes. Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered 11 hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter of Transmittal. 8. Waiver of Conditions. The Company reserves the right to waive satisfaction of any or all conditions enumerated in the Prospectus. 9. No Conditional Tenders. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Original Notes for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of Original Notes nor shall any of them incur any liability for failure to give any such notice. 10. Mutilated, Lost, Stolen or Destroyed Original Notes. Any holder whose Original Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. 11. Requests for Assistance or Additional Copies. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated above. 12 TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE INSTRUCTION 6) - ------------------------------------------------------------------------------------------------------------------------- PAYOR'S NAME: LAMAR MEDIA CORP. - ------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. For individuals, this is your Social Security Number TIN: ------------------------- (SSN). For sole proprietors, see the Instructions in Social Security Number the enclosed Guidelines. For other entities, it is your Employer Identification Number (EIN). If you do OR -------------------------- not have a number, see how to get a TIN in the Employer Identification enclosed Guidelines. Number PART 2 -- TIN Applied For [ ] -------------------------------------------------------------------------------------------- Certification -- Under penalties of perjury, I certify that: DEPARTMENT OF THE TREASURY INTERNAL (1) the number shown on this form is my correct Taxpayer Identification Number (or I am REVENUE SERVICE waiting for a number to be issued to me), PAYOR'S REQUEST FOR (2) I am not subject to backup withholding because (a) I am exempt from backup TAXPAYER IDENTIFICATION withholding, (b) I have not been notified by the Internal Revenue Service (the "IRS") that NUMBER ("TIN") AND I am subject to backup withholding as a result of a failure to report all interest or CERTIFICATION dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien). - ------------------------------------------------------------------------------------------------------------------------- You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax returns and you have not been notified by the IRS that you are no longer subject to backup withholding. The Internal Revenue Service does not require your consent to any provisions of this document other than the certifications required to avoid backup withholding. - ------------------------------------------------------------------------------------------------------------------------- Signature ---------------------------------------- Date -------------------- - -------------------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, a percentage (currently 30%) of all reportable cash payments made to me thereafter will be withheld until I provide a number and such retained amounts will be remitted to the Internal Revenue Service as backup withholding. Signature: -------------------------------------- Date: ----------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING FROM ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. 13 EX-99.2 15 b47275lmexv99w2.txt FORM OF NOTICE OF GUARANTEED DELIVERY EXHIBIT 99.2 NOTICE OF GUARANTEED DELIVERY LAMAR MEDIA CORP. OFFER TO EXCHANGE 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013 REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR ALL OUTSTANDING 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013 This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Lamar Media Corp. (the "Company") made pursuant to the prospectus, dated , 2003 (the "Prospectus"), and the enclosed letter of transmittal (the "Letter of Transmittal") if certificates for Original Notes of the Company are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 P.M., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to Wachovia Bank (the "Exchange Agent") as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender Original Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal (or facsimile thereof) must also be received by the Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus or the Letter of Transmittal. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. Exchange Agent: WACHOVIA BANK By Registered or Certified Mail, By Facsimile Transmission: Hand or Overnight Courier: (704) 590-7628 Wachovia Bank Customer Information Center Confirm by Telephone: Corporate Trust Operations -- NC1153 (704) 590-7413 1525 West WT Harris Blvd -- 3C3 Charlotte, NC Attention: Ms. Marsha Rice or Wachovia Bank, N.A. 40 Broad Street, 5th Floor New York, NY 10004 Attention: Mr. Keith Williams
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed as described in "The exchange offer -- Exchange offer procedures" section of the Prospectus and under the instructions to the Letter of Transmittal, such signature guarantee must appear in the applicable space provided in the signature box in the Letter of Transmittal. Ladies and Gentlemen: Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Original Notes set forth below, pursuant to the guaranteed delivery procedure described in "The exchange offer -- Exchange offer procedures -- Guaranteed delivery procedures" section of the Prospectus. The undersigned understands that tenders of Original Notes will be accepted only in authorized denominations. The undersigned understands that tenders of Original Notes pursuant to the Exchange Offer may not be withdrawn after 5:00 p.m., New York City time on the Expiration Date. Tenders of Original Notes may be withdrawn if the Exchange Offer is terminated or as otherwise provided in the Prospectus. All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned. Principal Amount of Original Notes If Original Notes will be delivered by Tendered:* book-entry transfer, provide account number. $ Account Number: - ----------------------------------------- -------------------------------
Certificate Nos. (if available): - --------------------------------------------------- - --------------------------------------------------- - --------------------------------------------------- Total Principal Amount Represented by Original Notes Certificate(s): $ - ------------------------------------------------- * Must be in denominations of principal amount of $1,000 and any integral multiple thereof. PLEASE SIGN HERE X ----------------------------------------- ------------------------------------------------- X - ------------------------------------------------- ----------------------------------------- SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY DATE
Area Code and Telephone Number: - --------------------------------------------------------------------- Must be signed by the holder(s) of Original Notes as the name(s) of such holder(s) appear(s) on the certificate(s) for the Original Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If any signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below and furnish evidence of his or her authority as provided in the Letter of Transmittal. PLEASE PRINT NAME(S) AND ADDRESS(ES) Name(s): ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------ Capacity: ------------------------------------------------------------ Address(es): ------------------------------------------------------------ ------------------------------------------------------------ ------------------------------------------------------------
2 GUARANTEE The undersigned, a member of a registered national securities exchange, or a member of the National Association of Securities Dealers, Inc., or a commercial bank trust company having an office or correspondent in the United States, or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Original Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Original Notes into the Exchange Agent's account at Wachovia Bank pursuant to the procedures set forth in "The exchange offer -- Exchange offer procedures -- Guaranteed delivery procedures" section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, within three New York Exchange trading days after the Expiration Date. - ----------------------------------------- ----------------------------------------- NAME OF FIRM: AUTHORIZED SIGNATURE - ----------------------------------------- ----------------------------------------- ADDRESS: NAME: - ----------------------------------------- ----------------------------------------- TITLE: - ----------------------------------------- (PLEASE TYPE OR PRINT) ZIP CODE:
Area Code and Tel. No.: ------------------------- Date: --------------- NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL NOTES WITH THIS FORM. CERTIFICATES FOR ORIGINAL NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. 3 EX-99.3 16 b47275lmexv99w3.txt FORM OF TAX GUIDELINES EXHIBIT 99.3 TAX GUIDELINES GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
- ------------------------------------------------------------ GIVE THE SOCIAL SECURITY FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ------------------------------------------------------------ 1. An individual's account The individual 2. Two or more individuals (joint The actual owner of account) the account or, if combined funds, any one of the individuals(1) 3. Husband and wife (joint account) The actual owner of the account or, if joint funds, either person(1) 4. Custodian account of a minor The minor(2) (Uniform Gift to Minors Act) 5. Adult and minor (joint account) The adult or, if the minor is the only contributor, the minor(1) 6. Account in the name of guardian or The ward, minor, or committee for a designated ward, the incompetent minor, or incompetent person person(3) 7. a. The usual revocable savings The grantor- trust account (grantor is also trustee(1) trustee) b. So-called trust account that is The actual owner(1) not a legal or valid trust under state law - ------------------------------------------------------------ - ------------------------------------------------------------ GIVE THE EMPLOYER IDENTIFICATION FOR THIS TYPE OF ACCOUNT: NUMBER OF-- - ------------------------------------------------------------ 8. Sole proprietorship account The owner(4) 9. A valid trust, estate, or pension The legal entity trust (do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5) 10. Corporate account The corporation 11. Religious, charitable, educational The organization or other tax-exempt organization account 12. Partnership account held in the The partnership name of the business 13. Association, club, or other tax- The organization exempt organization 14. A broker or registered nominee The broker or nominee 15. Account with the Department of The public entity Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments - ------------------------------------------------------------
(1) List all names first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person's number must be furnished. (2) Circle the minor's name and furnish the minor's social security number. (3) Circle the ward's, minor's or incompetent person's name and furnish such person's social security number. (4) You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your Social Security number or employer identification number (if you have one). (5) List first and circle the name of the legal trust, estate, or pension trust. NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 OBTAINING A NUMBER If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number (for business and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempt from backup withholding on ALL payments include the following: - A corporation. - A financial institution. - An organization exempt from tax under section 501(a), of the Internal Revenue Code of 1986, as amended (the "Code"), or an individual retirement plan, or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(7). - The United States or any agency or instrumentality. - A state, the District of Columbia, a possession of the United States, or any political subdivision or instrumentality thereof. - A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. - An international organization or any agency, or instrumentality thereof. - A registered dealer in securities or commodities registered in the United States, the District of Columbia or a possession of the United States. - A real estate investment trust. - A common trust fund operated by a bank under Section 584(a) of the Code. - An exempt charitable remainder trust, or a non-exempt trust described in Section 4947(a)(1) of the Code. - An entity registered at all times under the Investment Company Act of 1940. - A foreign central bank of issue. - A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc., Nominee List. Payments of dividends and patronage dividends not generally subject to backup withholding include the following: - Payments to nonresident aliens subject to withholding under Section 1441 of the Code. - Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner. - Payments of patronage dividends where the amount received is not paid in money. - Payments made by certain foreign organizations. - Payments made to a nominee. - Section 404(k) payments made by an employee stock option plan. Payments of interest not generally subject to backup withholding include the following: - Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. - Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code). - Payments described in Section 6049(b)(5) of the Code to nonresident aliens. - Payments on tax-free covenant bonds under Section 1451 of the Code. - Payments made by certain foreign organizations. - Payments made to a nominee. - Mortgage interest paid to you. Exempt payees described above should file Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH A PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS). Certain payments other than interest, dividends and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the regulations under Sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050(A), and 6050(N) of the Code and the regulations promulgated thereunder. PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividends, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold a certain percentage (currently 30%) of taxable interest, dividends, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES. (1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Civil Penalty for False Information with Respect to Withholding. If you make a false statement with no reasonable basis that results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. -----END PRIVACY-ENHANCED MESSAGE-----