sctoviza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
LAMAR ADVERTISING COMPANY
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
2 7/8% CONVERTIBLE NOTES DUE 2010 – SERIES B
(Title of Class of Securities)
512815AH4
(CUSIP Number of Class of Securities)
Kevin P. Reilly, Jr.
President
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
with copies to:
| |
|
|
| Stacie Aarestad, Esq.
|
|
Daniel J. Zubkoff, Esq. |
| Edwards Angell Palmer & Dodge LLP
|
|
Cahill Gordon & Reindel LLP |
| 111 Huntington Avenue At Prudential Center
|
|
80 Pine Street |
| Boston, Massachusetts 02199-7613
|
|
New York, New York 10005 |
| (617) 239-0100
|
|
(212) 701-3000 |
CALCULATION OF FILING FEE
| |
|
|
| Transaction Valuation (1)
|
|
Amount of Filing Fee (2) |
| |
|
|
| $264,232,280
|
|
$14,745 |
| (1) |
|
Calculated solely for purposes of determining the amount of the filing fee. The transaction
valuation was calculated based on the purchase of $287,209,000 aggregate principal amount of
the issuer’s 2 7/8% Convertible Notes due 2010 – Series B at the tender offer price of $920
per $1,000 principal amount of such notes. |
| |
| (2) |
|
The amount of the filing fee was calculated at a rate of $55.80 per $1,000,000 of transaction
value. |
| |
| þ |
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $14,745
Form or Registration No.: Schedule TO
Filing Party: Lamar Advertising Company
Date Filed: March 23, 2009
| o |
|
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third-party tender offer subject to Rule 14d-1.
þ issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
INTRODUCTORY STATEMENT
This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer
Statement on Schedule TO originally filed with the Securities and Exchange Commission on March 23,
2009 (as amended, the “Schedule TO”), relating to the offer (the “Offer”) by Lamar Advertising
Company, a Delaware corporation (the “Company”), to
purchase for cash any and all of its (i) 27/8% Convertible Notes due 2010 – Series B (the “Notes”), upon the terms and conditions set forth in the
Offer to Purchase, dated March 23, 2009 (the “Offer to Purchase”) and in the related Letter of
Transmittal, copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the
Schedule TO. This Amendment No. 1 is intended to satisfy the reporting requirements of
Rule 13e-4(c)(3) under the Securities Exchange Act of 1934, as amended. Except as specifically
provided herein, this Amendment No. 1 does not modify any of the information previously reported in
the Schedule TO.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated
in this Amendment No. 1 by reference to all of the applicable items in the Schedule TO, except that
such information is amended and supplemented to the extent specifically provided in this Amendment
No. 1.
You should read this Amendment No. 1 together with the Schedule TO, the Offer to
Purchase and the Letter of Transmittal. Capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Offer to Purchase.
Items 1, 4, 6 and 7.
Items 1, 4, 6 and 7 of the Schedule TO are hereby amended and supplemented to include the
following:
“On March 27, 2009, Lamar Media Corp. (“Lamar Media”) completed an institutional private
placement (the “Notes Offering”) of $350 million aggregate principal amount ($314,926,500 gross
proceeds) of 93/4% Senior Notes due 2014 (the “Senior Notes”). The institutional private placement
resulted in net proceeds to Lamar Media of approximately $306.5 million. The Senior Notes were
sold within the United States only to qualified institutional buyers in reliance on Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only
to non-U.S. persons in reliance on Regulation S under the Securities Act.
Lamar Media ultimately intends to distribute the proceeds of the Notes Offering, after the
payment of fees and expenses, to the Company in order to enable the Company to repurchase some or
all of the Notes (pursuant to a tender offer, one or more open market transactions or individually
negotiated transactions) or to fund repayment of the Notes at maturity. The net proceeds from the
Notes Offering in excess of the amount ultimately required to fund this repurchase by the Company
will be used for general corporate purposes. Pending application of these amounts as provided
above, Lamar Media currently expects to temporarily reduce outstanding amounts under the revolving
portion of its senior credit facility and maintain any excess amount as cash on hand. The timing
of any distribution of the proceeds of the Notes Offering to the Company may depend, in part, upon
the ability of the Company to obtain acceptable terms for any such tender offer, open market
transactions or individually negotiated transactions. At such time as any amount of the Notes are
repaid or repurchased, Lamar Media’s outstanding subordinated mirror loan owing to the Company will
be reduced by at least the amount paid by the Company to repurchase or repay the Notes.
The Senior Notes mature on April 1, 2014 and bear interest at a rate of 93/4% per annum, which
is payable semi-annually on April 1 and October 1 of each year, beginning October 1, 2009.
Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. The
terms of the indenture relating to the Senior Notes (the “Indenture”), among other things, limit
Lamar Media’s and its restricted subsidiaries’ ability to (i) incur additional debt and issue
preferred stock; (ii) make certain distributions, investments and other restricted payments;
(iii) create certain liens; (iv) enter into transactions with affiliates; (v) have the restricted
subsidiaries make payments to Lamar Media; (vi) merge, consolidate or sell substantially all of
Lamar Media’s or the restricted subsidiaries’ assets; and (vii) sell assets. These covenants are
subject to a number of exceptions and qualifications.
Lamar Media may redeem up to 35% of the aggregate principal amount of the Senior Notes, at any
time and from time to time, at a price equal to 109.75% of the aggregate principal amount so
redeemed, plus accrued and unpaid interest thereon (including additional interest, if any), with
the net cash proceeds of certain public equity offerings completed before April 1, 2012. At any
time prior to April 1, 2014, Lamar Media may redeem some or all
of the Senior Notes at a price equal to 100% of the principal amount plus a make-whole
premium. In addition, if the Company or Lamar Media undergoes a change of control, Lamar Media may
be required to make an offer to purchase each holder’s Senior Notes at a price equal to 101% of the
principal amount of the Senior Notes, plus accrued and unpaid interest (including additional
interest, if any), up to but not including the repurchase date.
The Indenture provides that each of the following is an event of default (“Event of Default”):
(a) default in payment of any principal of, or premium, if any, on the Senior Notes; (b) default
for 30 days in payment of any interest on the Senior Notes; (c) default by Lamar Media or any
Guarantor (as defined in the Indenture) in the observance or performance of any other covenant in
the Senior 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 Senior Notes then outstanding;
(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 (as defined in
the Indenture) of Lamar Media then has outstanding Indebtedness (as defined in the Indenture) in
excess of $20 million, individually or in the aggregate, and either (i) such Indebtedness is
already due and payable in full or (ii) 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 $20 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.
If any Event of Default arising under a clause other than clause (f) above occurs, then the
Trustee or the holders of 25% in aggregate principal amount of the Senior Notes may declare to be
immediately due and payable the entire principal amount of all the Senior Notes then outstanding
plus accrued and unpaid interest to the date of acceleration, and such amounts shall become
immediately due and payable.
On March 27, 2009, in connection with the issuance of the Senior Notes, Lamar Media and its
subsidiary guarantors entered into a Registration Rights Agreement (the “Registration Rights
Agreement”) with J.P. Morgan Securities Inc. for itself and as representative for Banc of America
Securities LLC, BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Calyon Securities
(USA) Inc., Greenwich Capital Markets, Inc., RBC Capital Markets Corporation and Wachovia Capital
Markets, LLC (each individually, an “Initial Purchaser” and collectively, the “Initial
Purchasers”). Pursuant to the terms of the Registration Rights Agreement, Lamar Media and its
subsidiary guarantors agreed to file and cause to become effective a registration statement
covering an offer to exchange the Senior Notes for a new issue of identical exchange notes
registered under the Securities Act and to complete the exchange offer on or prior to the date 190
days following March 27, 2009 (the “Target Registration Date”). Under certain circumstances, Lamar
Media may be required to provide a shelf registration statement to cover resales of the Senior
Notes. If the exchange offer is not completed (or, if required, the shelf registration statement
is not declared effective) on or before the Target Registration Date, then the annual interest rate
borne by the Senior Notes will be increased (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, if
required, the shelf registration statement is declared effective, up to a maximum of 1.00% per
annum of additional interest.
The Indenture is filed with this Amendment No. 1 as Exhibit (b)(2).”
Item 2. Subject Company Information.
Item 2(b) is hereby amended to change the aggregate principal amount of Notes outstanding to
“$287,200,000.”
Item 12. Exhibits.
Item 12 is hereby amended, supplemented and restated in its entirety to read as follows:
| |
|
|
|
|
|
|
(a)(1)(i)
|
|
Offer to Purchase dated March 23, 2009.* |
|
|
|
|
|
|
|
(a)(1)(ii)
|
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9).* |
2
| |
|
|
|
|
|
|
(a)(2)
|
|
None. |
|
|
|
|
|
|
|
(a)(3)
|
|
None. |
|
|
|
|
|
|
|
(a)(4)
|
|
None. |
|
|
|
|
|
|
|
(a)(5)
|
|
Press Release dated March 23, 2009.* |
|
|
|
|
|
|
|
(b)(1)
|
|
Purchase Agreement, dated as of March 20, 2009, by and among Lamar Media Corp. and
the initial purchasers named therein, relating to Lamar Media Corp.’s 93/4% Senior Notes
due 2014.* |
|
|
|
|
|
|
|
(b)(2)
|
|
Indenture, dated as of March 27, 2009, between Lamar Media, the Guarantors named
therein and The Bank of New York Mellon Trust Company, N.A., as Trustee relating to
Lamar Media’s 93/4% Senior Notes due 2014. Previously filed as Exhibit 4.1 to the
Company’s Current Report on Form 8-K (File No. 0-30242) filed on March 27, 2009, and
incorporated herein by reference. |
|
|
|
|
|
|
|
(d)(1)
|
|
Lamar 1996 Equity Incentive Plan, as amended, as adopted by the Board of Directors on
February 23, 2006. Previously filed as Exhibit 10.1 to the Company’s Current Report on
Form 8-K (File No. 0-30242) filed on February 28, 2006, and incorporated herein by
reference. |
|
|
|
|
|
|
|
(d)(2)
|
|
Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended.
Previously filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the
year ended December 31, 2004 (File No. 0-30242) filed on March 10, 2005, and
incorporated herein by reference. |
|
|
|
|
|
|
|
(d)(3)
|
|
Form of Restricted Stock Agreement. Previously filed as Exhibit 10.16 of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2005 (File No.
0-30242) filed on March 15, 2006, and incorporated herein by reference. |
|
|
|
|
|
|
|
(d)(4)
|
|
Form of Restricted Stock Agreement for Non-Employee directors. Previously filed as
Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on
May 30, 2007 and incorporated herein by reference. |
|
|
|
|
|
|
|
(d)(5)
|
|
2000 Employee Stock Purchase Plan. Previously filed as Exhibit 10(b) to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No.
0-30242) filed on March 1, 2007, and incorporated herein by reference. |
|
|
|
|
|
|
|
(d)(6)
|
|
Lamar Advertising Company Non-Management Director Compensation Plan. Previously
filed on the Company’s Current Report on Form 8-K (File No. 0-30242) filed on May 30,
2007 and incorporated herein by reference. |
|
|
|
|
|
|
|
(d)(7)
|
|
Summary of Compensatory Arrangements, dated March 4, 2009. Previously filed on the
Company’s Current Report on Form 8-K (File No. 0-30242) filed on March 6, 2009 and
incorporated herein by reference. |
|
|
|
|
|
|
|
(d)(8)
|
|
Indenture, dated as of June 16, 2003, between the Company and The Bank of New York
Trust Company, N.A., successor to Wachovia Bank of Delaware, National Association, as
Trustee. Previously filed as Exhibit 4.4 to the Company’s Quarterly Report on Form
10-Q for the period ended June 30, 2003 (File No. 0-30242) filed on August 13, 2003,
and incorporated herein by reference. |
|
|
|
|
|
|
|
(d)(9)
|
|
First Supplemental Indenture to the Indenture dated as of June 16, 2003 between the
Company and The Bank of New York Trust Company, N.A., as Trustee, dated as of June 16,
2003. Previously filed as Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q
for the period
|
3
| |
|
|
|
|
|
|
|
|
ended June 30, 2003 (File No. 0-30242) filed on August 13, 2003 and incorporated
herein by reference.
|
| |
|
|
(d)(10)
|
|
Second Supplemental Indenture to the Indenture dated as of June 16, 2003 between the
Company and The Bank of New York Trust Company, N.A., as Trustee, dated as of July 3,
2007. Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K
(File No. 0-30242) filed on July 9, 2007 and incorporated herein by reference. |
|
|
|
|
|
|
|
(g)
|
|
None. |
|
|
|
|
|
|
|
(h)
|
|
None. |
4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
| |
|
|
|
|
|
|
| Date: March 27, 2009 |
|
LAMAR ADVERTISING COMPANY |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Keith A. Istre |
|
|
|
|
|
|
|
|
|
|
|
|
|
Keith A. Istre |
|
|
|
|
|
|
Treasurer and Chief Financial Officer |
|
|
EXHIBIT INDEX
| |
|
|
| Exhibit |
|
|
| No. |
|
Description |
|
|
|
(a)(1)(i)
|
|
Offer to Purchase dated March 23, 2009.* |
|
|
|
(a)(1)(ii)
|
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9).* |
|
|
|
(a)(2)
|
|
None. |
|
|
|
(a)(3)
|
|
None. |
|
|
|
(a)(4)
|
|
None. |
|
|
|
(a)(5)
|
|
Press Release dated March 23, 2009.* |
|
|
|
(b)(1)
|
|
Purchase Agreement, dated as of March 20, 2009, by and among Lamar Media Corp. and the
initial purchasers named therein, relating to Lamar Media Corp.’s 9 3/4% Senior Notes due
2014.* |
|
|
|
(b)(2)
|
|
Indenture, dated as of March 27, 2009, between Lamar Media, the Guarantors named therein and
The Bank of New York Mellon Trust Company, N.A., as Trustee relating to Lamar Media’s 93/4%
Senior Notes due 2014. Previously filed as Exhibit 4.1 to the Company’s Current Report on
Form 8-K (File No. 0-30242) filed on March 27, 2009, and incorporated herein by reference. |
|
|
|
(d)(1)
|
|
Lamar 1996 Equity Incentive Plan, as amended, as adopted by the Board of Directors on
February 23, 2006. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form
8-K (File No. 0-30242) filed on February 28, 2006, and incorporated herein by reference. |
|
|
|
(d)(2)
|
|
Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended. Previously
filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December
31, 2004 (File No. 0-30242) filed on March 10, 2005, and incorporated herein by reference. |
|
|
|
(d)(3)
|
|
Form of Restricted Stock Agreement. Previously filed as Exhibit 10.16 of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 0-30242) filed on
March 15, 2006, and incorporated herein by reference. |
|
|
|
(d)(4)
|
|
Form of Restricted Stock Agreement for Non-Employee directors. Previously filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on May 30, 2007 and
incorporated herein by reference. |
|
|
|
(d)(5)
|
|
2000 Employee Stock Purchase Plan. Previously filed as Exhibit 10(b) to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 0-30242) filed on
March 1, 2007, and incorporated herein by reference. |
|
|
|
(d)(6)
|
|
Lamar Advertising Company Non-Management Director Compensation Plan. Previously filed on
the Company’s Current Report on Form 8-K (File No. 0-30242) filed on May 30, 2007 and
incorporated herein by reference. |
|
|
|
(d)(7)
|
|
Summary of Compensatory Arrangements, dated March 4, 2009. Previously filed on the
Company’s Current Report on Form 8-K (File No. 0-30242) filed on March 6, 2009 and
incorporated herein by reference. |
|
|
|
(d)(8)
|
|
Indenture, dated as of June 16, 2003, between the Company and The Bank of New York Trust
Company, N.A., successor to Wachovia Bank of Delaware, National Association, as Trustee.
|
| |
|
|
| Exhibit |
|
|
| No. |
|
Description |
| |
|
|
Previously filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2003 (File No. 0-30242) filed on August 13, 2003, and incorporated
herein by reference.
|
|
|
|
(d)(9)
|
|
First Supplemental Indenture to the Indenture dated as of June 16, 2003 between the Company
and The Bank of New York Trust Company, N.A., as Trustee, dated as of June 16, 2003.
Previously filed as Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2003 (File No. 0-30242) filed on August 13, 2003 and incorporated herein by
reference. |
|
|
|
(d)(10)
|
|
Second Supplemental Indenture to the Indenture dated as of June 16, 2003 between the
Company and The Bank of New York Trust Company, N.A., as Trustee, dated as of July 3, 2007.
Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 0-30242)
filed on July 9, 2007 and incorporated herein by reference. |
|
|
|
(g)
|
|
None. |
|
|
|
(h)
|
|
None. |