SCHEDULE 13D
CUSIP No. 512815-10-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 4)
Lamar Advertising Company
(Name of Issuer)
Class A Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
512815-10-1
(CUSIP Number)
L. Lowry Mays
200 East Basse Road
San Antonio, Texas 78209
--------------- -------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 2001
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[__] .
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CLEAR CHANNEL COMMUNICATIONS, INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Texas
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 10,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
12.57%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 10,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
12.57%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM HOLDINGS INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 10,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
12.57%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
CAPSTAR BROADCASTING PARTNERS, INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 10,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
12.57%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
AMFM OPERATING INC.
2 Check the Appropriate Box If a Member of a Group* (a) |_|
(b) |X|
3 SEC Use Only
4 Source of Funds
Not applicable.
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 0
Shares
Beneficially 8 Shared Voting Power
Owned By 10,365,073*
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
10,365,073*
11 Aggregate Amount Beneficially Owned by Each Reporting Person
10,365,073*
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
13 Percent of Class Represented By Amount in Row (11)
12.57%
14 Type of Reporting Person
CO
* The Reporting Person expressly disclaims (i) the existence of any group, and
(ii) beneficial ownership with respect to any shares other than the shares owned
of record by such reporting person.
This Amendment No. 4 to Schedule 13D amends and supplements items 2, 4,
5 and 6 contained in the Schedule 13D initially filed with the Securities and
Exchange Commission (the "Commission") on or about June 11, 1999 (the "Initial
13D"), as amended by the Schedules 13D/A filed on or about March 10, 2000 (the
"First Amended 13D"), September 6, 2000 (the "Second Amended 13D"), and January
23, 2001 (the "Third Amended 13D" and, together with the First Amended 13D, the
Second Amended 13D and the Third Amended 13D, the "Amended 13Ds") by AMFM
Holdings Inc. (f/k/a Chancellor Mezzanine Holdings Corporation), AMFM Operating
Inc. (f/k/a Chancellor Media Corporation of Los Angeles), AMFM Inc. (f/k/a
Chancellor Media Corporation), Capstar Broadcasting Partners, Inc. (with respect
to the First and Second Amended 13Ds) and Clear Channel Communications, Inc.
(with respect to the Second and Third Amended 13Ds), with respect to the Class A
Common Stock, $0.001 par value (the "Common Stock"), of Lamar Advertising
Company (the "Company"). Items 1 and 3 remain unchanged. Capitalized terms used
herein but not defined shall have the meanings ascribed to them in the Initial
13D. The Initial 13D is amended and supplemented as follows:
Item 2. Identity and Background
Item 2 is to be amended as follows:
(a) Name of Person(s) Filing this Statement (the "Filing Parties"):
Clear Channel Communications, Inc., a Texas corporation
("Clear Channel");
AMFM Inc., a Delaware corporation ("AMFM");
AMFM Holdings Inc., a Delaware corporation ("AMFM Holdings");
Capstar Broadcasting Partners, Inc., a Delaware corporation
("Capstar"); and
AMFM Operating Inc., a Delaware corporation ("AMFM Operating").
(b) Principal Business and Office Address:
The address of the principal business office of Capstar is 200
East Basse Road, San Antonio, Texas 78209.
(c) Present Principal Business:
Capstar is a business organization principally engaged in the
radio broadcasting industry.
(d) Convictions in Criminal Proceedings During the Last 5 Years:
Capstar has not been convicted in a criminal proceeding during
the last 5 years.
(e) Proceedings Involving Federal or State Securities Laws:
Capstar has not, during the last 5 years, been a party to any
civil proceeding as a result of which it was subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
(f) Citizenship
Capstar is organized under the jurisdiction indicated in
paragraph (a) of this Item 2.
The attached Schedule I is a list of the directors and executive
officers of the Filing Parties which contains the following information with
respect to each person:
(i) name;
(ii) principal business address; and
(iii) present principal occupation or employment and the name,
principal business and address of any corporation or other organization in which
such employment is conducted.
None of the directors or executive officers of Capstar has been
convicted in a criminal proceeding during the last 5 years.
None of the directors or executive officers of Capstar has, during the
last 5 years, been a party to any civil proceeding as a result of which he or
she was subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violations with respect to such laws.
Each director and officer of Capstar identified on Schedule I is a
United States citizen.
Item 4. Purpose of Transaction
Item 4 is to be amended as follows:
On August 30, 2000, Clear Channel and AMFM consummated the merger (the
"Merger") of AMFM with and into CCU Merger Sub, Inc., a Delaware corporation and
a wholly-owned subsidiary of Clear Channel ("Merger Sub"), as provided by the
Agreement and Plan of Merger, dated as of October 2, 1999, by and among Clear
Channel, AMFM and Merger Sub.
In connection with the Merger, Clear Channel and AMFM entered into a
Consent Decree with the United States Department of Justice (the "Consent
Decree"), pursuant to which AMFM agreed to dispose of all of its 26,227,273
shares of Common Stock by December 31, 2002 (the "Sell Down"). The description
of the Consent Decree contained herein is qualified in its entirety by reference
to the Consent Decree, which was filed as Exhibit 99(a) to the Second Amended
13D and is incorporated herein by reference in response to this Item 4.
On January 11, 2001, in connection with the Sell Down, AMFM Operating,
a wholly-owned subsidiary of AMFM and holder of record of the Common Stock, sold
5,000,000 shares of Common Stock, as disclosed in the Third Amended 13D. On
January 29, 2001 an additional 750,000 shares of Common Stock were purchased by
the underwriter from AMFM Operating at a price to AMFM Operating of $42.25 per
share to cover over-allotments. The sales were made pursuant to an underwriting
agreement (the "First Underwriting Agreement") and registration statement on
Form S-3 (the "Registration Statement") filed by the Company in accordance with
the Amended and Restated Registration Rights Agreement (as defined in Item 6
below) on September 8, 2000, and which was declared effective by the Securities
and Exchange Commission on September 21, 2000. The terms of the First
Underwriting Agreement are described in greater detail in Item 6 below.
On June 7, 2001, in connection with the Sell Down, AMFM Operating sold
an additional 8,000,000 shares of Common Stock at a price to AMFM Operating of
$40.00 per share. The sales were made pursuant to an underwriting agreement (the
"Second Underwriting Agreement") and the Registration Statement. The terms of
the Second Underwriting Agreement are described in greater detail in Item 6
below.
Notwithstanding the foregoing and subject to the terms and conditions
of the Consent Decree, the Filing Parties reserve the right to acquire, or cause
to be acquired, additional securities of the Company, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Company or any of its securities, to the extent
deemed advisable in light of general investment and trading policies of the
Filing Parties, market conditions or other factors.
Item 5. Interest in Securities of Issuer
Item 5 is to be amended as follows:
(a) and (b) Each of the Filing Parties may be deemed to have
beneficially owned in the aggregate 10,365,073 shares of the Common Stock of the
Company by virtue of AMFM Operating's ownership of such shares. The aggregate
number of shares of Common Stock covered by this Schedule 13D represents
approximately 12.57% of the outstanding shares of Common Stock as of June 7,
2001 (the most recent date for which the Company's outstanding share information
has been made available to the Filing Parties).
Based upon the terms of the Company's certificate of incorporation, the
shares of Class A Common Stock and Class B Common Stock outstanding and entitled
to vote on matters submitted to stockholders as a single class (except as
otherwise required by Delaware law), with each share of Class A Common Stock
entitled to one vote and each share of Class B Common Stock entitled to ten
votes. Therefore, each of the Filing Parties may be deemed to have shared voting
power representing approximately 4.17% of the outstanding voting power of the
Company as of June 7, 2001.
Each of the Filing Parties disclaims beneficial ownership of all shares
of Common Stock covered by this Schedule 13D not owned of record by it.
(c) Except as set forth herein, to the knowledge of the Filing Parties
with respect to the other persons named in response to paragraph (a), none of
the persons named in response to paragraph (a) has effected any transactions in
shares of the Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer
Item 6 is to be amended as follows:
On September 15, 1999, the Company, AMFM Holdings, AMFM Operating, and
the Reilly Family Limited Partnership entered into that certain Stockholders
Agreement (the "Stockholders Agreement") (a copy of which was filed as Exhibit
99(b) to the First Amended 13D and is incorporated herein by reference in
response to this Item 6). Also on September 15, 1999, the Company, AMFM
Operating and AMFM Holdings entered into that certain Registration Rights
Agreement (the "Registration Rights Agreement") (a copy of which was filed as
Exhibit 99(c) to the First Amended 13D and is incorporated herein by reference
in response to this Item 6). In connection with the Sell Down, the Company, AMFM
Operating, AMFM Holdings, Clear Channel, and the Reilly Family Limited
Partnership entered into the First Amendment to the Stockholders Agreement dated
as of July 19, 2000 (the "Amendment") (a copy of which was filed as Exhibit
99(b) to the Second Amended 13D and is incorporated herein by reference in
response to this Item 6). Also in connection with the Sell Down, the Company,
AMFM Operating, AMFM Holdings and Clear Channel entered into an Amended and
Restated Registration Rights Agreement dated as of July 19, 2000 (the "Amended
and Restated Registration Rights Agreement") (a copy of which was filed as
Exhibit 99(c) to the Second Amended 13D and is incorporated herein by reference
in response to this Item 6). The descriptions of the Stockholders Agreement, the
Registration Rights Agreement, the Amendment, and the Amended and Restated
Registration Rights Agreement incorporated herein by reference are qualified in
their entirety by reference to the applicable agreements.
In connection with the Sell Down, on January 11, 2001, the Company,
AMFM Operating, and Deutsche Banc Alex. Brown Inc. (the "Underwriter") entered
into that certain Underwriting Agreement (the "First Underwriting Agreement") (a
copy of which is incorporated as Exhibit 99(a) to this Schedule 13D by reference
to the current report on Form 8-K (File No. 000-30242) filed by the Company on
January 12, 2001, and is incorporated herein by reference in response to this
Item 6) pursuant to which the Underwriter agreed to purchase, and AMFM Operating
agreed to sell, 5,000,000 shares of the Common Stock. In addition, AMFM
Operating, pursuant to the terms of the First Underwriting Agreement, granted
the Underwriter the right to purchase up to 750,000 additional shares of the
Common Stock at a price of $42.25 per share to cover over-allotments, which
right was exercised on January 26, 2001 resulting in $31,687,500 aggregate
proceeds to AMFM Operating. The Common Stock was offered to the public from time
to time for sale in one or more negotiated transactions or otherwise at market
prices prevailing at the time of sale or at negotiated prices, subject to
receipt and acceptance by the Underwriter, and subject to its right to reject
any order in whole or in part.
In connection with the Sell Down, on June 4, 2001, the Company, AMFM
Operating, and the Underwriter entered into that certain Underwriting Agreement
(the "Second Underwriting Agreement") (a copy of which is incorporated as
Exhibit 99(b) to this Schedule 13D by reference to the current report on Form
8-K (File No. 000-30242) filed by the Company on June 7, 2001, and is
incorporated herein by reference in response to this Item 6) pursuant to which
the Underwriter agreed to purchase, and AMFM Operating agreed to sell, 8,000,000
shares of the Common Stock at a price of $40.00 per share, resulting in
$320,000,000 aggregate proceeds to AMFM Operating. The Common Stock is to be
offered to the public from time to time for sale in one or more negotiated
transactions or otherwise at market prices prevailing at the time of sale or at
negotiated prices, subject to receipt and acceptance by the Underwriter, and
subject to its right to reject any order in whole or in part.
In addition, pursuant to the terms of the Second Underwriting Agreement
and lock-up agreements (copies of which are filed as Exhibit 99(c) and (d) to
this Schedule 13D and are incorporated herein by reference in response to this
Item 6) entered into on June 5, 2001 between AMFM Operating and Clear Channel,
as the case may be, and the Underwriter, AMFM Operating and Clear Channel agreed
not to offer, sell, sell short or otherwise dispose of any shares of Common
Stock of the Company or other capital stock of the Company, or any other
securities convertible, exchangeable or exercisable for Common Stock or
derivative of Common Stock owned by such person (or as to which such person has
the right to direct the disposition of) for a period of 90 days after the date
of the Second Underwriting Agreement, except with the prior written consent of
the Underwriter or except as may be expressly permitted by the terms of such
agreements.
The descriptions of the First Underwriting Agreement, the Second
Underwriting Agreement, and the lock-up agreements incorporated herein by
reference are qualified in their entirety by reference to the applicable
agreements. The information set forth in Items 2 and 4 above and the Exhibits
filed herewith are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits
99(a)Underwriting Agreement, dated as of January 11, 2001, by and among Lamar
Advertising Company, AMFM Operating Inc. and Deutsche Banc Alex. Brown Inc.
(incorporated by reference to Exhibit 1.1 to the Current Report Form 8-K
(File No. 000-30242) filed by Lamar Advertising Company on January 12,
2001).
99(b)Underwriting Agreement, dated as of June 4, 2001, by and among Lamar
Advertising Company, AMFM Operating Inc. and Deutsche Banc Alex. Brown Inc.
(incorporated by reference to Exhibit 1.1 to the current report on Form 8-K
(File No. 000-30242) filed by Lamar Advertising Company on June 7, 2001).
99(c)Lock-Up Agreement, dated as of June 5, 2001, between AMFM Operating Inc.
and Deutsche Banc Alex. Brown Inc. (filed herewith).
99(d)Lock-Up Agreement, dated as of June 5, 2001, between Clear Channel
Communications, Inc. and Deutsche Banc Alex. Brown Inc. (filed herewith).
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: June 13, 2001
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Herbert W. Hill, Jr.
--------------------------------------------
Name: Herbert W. Hill, Jr.
Title: Senior Vice President/
Chief Accounting Officer
AMFM INC.
By: /s/ Herbert W. Hill, Jr.
--------------------------------------------
Name: Herbert W. Hill, Jr.
Title: Senior Vice President/
Chief Accounting Officer
AMFM HOLDINGS INC.
By: /s/ Herbert W. Hill, Jr.
--------------------------------------------
Name: Herbert W. Hill, Jr.
Title: Senior Vice President/
Chief Accounting Officer
CAPSTAR BROADCASTING PARTNERS, INC.
By: /s/ Herbert W. Hill, Jr.
--------------------------------------------
Name: Herbert W. Hill, Jr.
Title: Senior Vice President/
Chief Accounting Officer
AMFM OPERATING INC.
By: /s/ Herbert W. Hill, Jr.
--------------------------------------------
Name: Herbert W. Hill, Jr.
Title: Senior Vice President/
Chief Accounting Officer
Exhibit Index
Name of Exhibit
99(a)Underwriting Agreement, dated as of January 11, 2001, by and among Lamar
Advertising Company, AMFM Operating Inc. and Deutsche Banc Alex. Brown Inc.
(incorporated by reference to Exhibit 1.1 to the Current Report Form 8-K
(File No. 000-30242) filed by Lamar Advertising Company on January 12,
2001).
99(b)Underwriting Agreement, dated as of June 4, 2001, by and among Lamar
Advertising Company, AMFM Operating Inc. and Deutsche Banc Alex. Brown Inc.
(incorporated by reference to the current report on Form 8-K (File No.
000-30242) filed by Lamar Advertising Company on June 7, 2001)
99(c)Lock-Up Agreement, dated as of June 5, 2001, between AMFM Operating Inc.
and Deutsche Banc Alex. Brown Inc. (filed herewith).
99(d)Lock-Up Agreement, dated as of June 5, 2001, between Clear Channel
Communications, Inc. and Deutsche Banc Alex. Brown Inc. (filed herewith).
Exhibit 99(c)
LOCK-UP AGREEMENT
June 5, 2001
Deutsche Banc Alex. Brown Inc.
One South Street
Baltimore, MD 21202
Re: Lamar Advertising Company - Public Offering
Ladies and Gentlemen:
The undersigned understands that you, acting on behalf of yourself and
the several Underwriters, propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Lamar Advertising Company, a Delaware corporation
(the "Company"), and a selling shareholder to be named therein (the "Selling
Shareholder") providing for the public offering (the "Public Offering") by the
several Underwriters to be named in Schedule I to the Underwriting Agreement
(the "Underwriters") of common stock, par value $.001 per share (the "Common
Stock"), of the Company. Capitalized terms set forth herein and not otherwise
defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters' agreement to purchase and make
the Public Offering of the Common Stock, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of Deutsche Banc Alex. Brown Inc.
on behalf of the Underwriters, the undersigned will not, during the period
commencing on the date of the prospectus relating to the Public Offering (the
"Prospectus") and ending 90 days thereafter, (1) offer, pledge, announce the
intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock of the Company, or any securities of the
Company which are substantially similar to the Common Stock, including, but not
limited to, (x) any securities convertible into or exercisable or exchangeable
for Common Stock or (y) any shares of Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission, or (2) enter into any
swap, option, future, forward or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common Stock or any
securities of the Company which are substantially similar to the Common Stock,
including, but not limited to, any securities convertible into or exercisable or
exchangeable for Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. In addition, the undersigned agrees that,
without the prior written consent of Deutsche Banc Alex. Brown Inc. on behalf of
the Underwriters, it will not, during the aforementioned 90-day period, make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities of the Company which are substantially
similar to the Common Stock, including, but not limited to, any securities
convertible into or exercisable or exchangeable for Common Stock.
Notwithstanding the foregoing, if the undersigned is an individual, he
or she may transfer any Common Stock (or options exercisable into Common Stock
granted under the Company's existing stock option plans which are otherwise
transferable in accordance with such plans) either during his or her lifetime or
on death by will or by intestacy to his or her immediate family or to a trust or
other entity the beneficiaries or equity holders of which are exclusively the
undersigned and/or a member of his or her immediate family; provided, however,
that in any such case it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Common Stock (or options exercisable into Common Stock) transferred
subject to the provisions of this Lock-Up Agreement, and there shall be no
further transfer of such Common Stock (or options exercisable into Common Stock)
except in accordance with this Lock-Up Agreement. For purposes of this Lock-Up
Agreement, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
In furtherance of the foregoing, the Company and any duly appointed
transfer agent for the registration or transfer of the securities described
herein are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-up Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement is not
executed on or before June 30, 2001, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Common Stock to be sold
thereunder, the undersigned shall be released from all obligations under this
Lock-Up Agreement.
The undersigned understands that the Underwriters will be entering into
the Underwriting Agreement and proceeding with the Public Offering in reliance
upon this Lock-Up Agreement.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.
[Signature Page Follows]
[Signature Page to Lock-Up Agreement]
Very truly yours,
AMFM OPERATING, INC.
By: /s/ Juliana F. Hill
----------------------------------------
Name: Juliana F. Hill
Title: Senior Vice President - Finance
Accepted as of the date first set forth above:
DEUTSCHE BANC ALEX. BROWN INC.
Acting on behalf of itself and the several Underwriters to be
named in Schedule I to the Underwriting Agreement
By: /s/ Frank J. Comas
--------------------------------------------------
Name: Frank J. Comas
Title: Managing Director
Exhibit 99(d)
LOCK-UP AGREEMENT
June 5, 2001
Deutsche Banc Alex. Brown Inc.
One South Street
Baltimore, MD 21202
Re: Lamar Advertising Company - Public Offering
Ladies and Gentlemen:
The undersigned understands that you, acting on behalf of yourself and
the several Underwriters, propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with Lamar Advertising Company, a Delaware corporation
(the "Company"), and a selling shareholder to be named therein (the "Selling
Shareholder") providing for the public offering (the "Public Offering") by the
several Underwriters to be named in Schedule I to the Underwriting Agreement
(the "Underwriters") of common stock, par value $.001 per share (the "Common
Stock"), of the Company. Capitalized terms set forth herein and not otherwise
defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters' agreement to purchase and make
the Public Offering of the Common Stock, and for other good and valuable
consideration receipt of which is hereby acknowledged, the undersigned hereby
agrees that, without the prior written consent of Deutsche Banc Alex. Brown Inc.
on behalf of the Underwriters, the undersigned will not, during the period
commencing on the date of the prospectus relating to the Public Offering (the
"Prospectus") and ending 90 days thereafter, (1) offer, pledge, announce the
intention to sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock of the Company, or any securities of the
Company which are substantially similar to the Common Stock, including, but not
limited to, (x) any securities convertible into or exercisable or exchangeable
for Common Stock or (y) any shares of Common Stock which may be deemed to be
beneficially owned by the undersigned in accordance with the rules and
regulations of the Securities and Exchange Commission, or (2) enter into any
swap, option, future, forward or other agreement that transfers, in whole or in
part, any of the economic consequences of ownership of the Common Stock or any
securities of the Company which are substantially similar to the Common Stock,
including, but not limited to, any securities convertible into or exercisable or
exchangeable for Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise. In addition, the undersigned agrees that,
without the prior written consent of Deutsche Banc Alex. Brown Inc. on behalf of
the Underwriters, it will not, during the aforementioned 90-day period, make any
demand for, or exercise any right with respect to, the registration of any
shares of Common Stock or any securities of the Company which are substantially
similar to the Common Stock, including, but not limited to, any securities
convertible into or exercisable or exchangeable for Common Stock.
Notwithstanding the foregoing, if the undersigned is an individual, he
or she may transfer any Common Stock (or options exercisable into Common Stock
granted under the Company's existing stock option plans which are otherwise
transferable in accordance with such plans) either during his or her lifetime or
on death by will or by intestacy to his or her immediate family or to a trust or
other entity the beneficiaries or equity holders of which are exclusively the
undersigned and/or a member of his or her immediate family; provided, however,
that in any such case it shall be a condition to the transfer that the
transferee execute an agreement stating that the transferee is receiving and
holding the Common Stock (or options exercisable into Common Stock) transferred
subject to the provisions of this Lock-Up Agreement, and there shall be no
further transfer of such Common Stock (or options exercisable into Common Stock)
except in accordance with this Lock-Up Agreement. For purposes of this Lock-Up
Agreement, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor.
In furtherance of the foregoing, the Company and any duly appointed
transfer agent for the registration or transfer of the securities described
herein are hereby authorized to decline to make any transfer of securities if
such transfer would constitute a violation or breach of this Lock-Up Agreement.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to enter into this Lock-up Agreement. All authority
herein conferred or agreed to be conferred and any obligations of the
undersigned shall be binding upon the successors, assigns, heirs or personal
representatives of the undersigned.
The undersigned understands that, if the Underwriting Agreement is not
executed on or before June 30, 2001, or if the Underwriting Agreement (other
than the provisions thereof which survive termination) shall terminate or be
terminated prior to payment for and delivery of the Common Stock to be sold
thereunder, the undersigned shall be released from all obligations under this
Lock-Up Agreement.
The undersigned understands that the Underwriters will be entering into
the Underwriting Agreement and proceeding with the Public Offering in reliance
upon this Lock-Up Agreement.
THIS LOCK-UP AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAWS
PRINCIPLES THEREOF.
[Signature Page Follows]
[Signature Page to Lock-Up Agreement]
Very truly yours,
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Juliana F. Hill
----------------------------------------
Name: Juliana F. Hill
Title: Senior Vice President - Finance
Accepted as of the date first set forth above:
DEUTSCHE BANC ALEX. BROWN INC.
Acting on behalf of itself and the several Underwriters to be
named in Schedule I to the Underwriting Agreement
By: /s/ Frank J. Comas
--------------------------------------------------
Name: Frank J. Comas
Title: Managing Director