Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, the board of directors of Lamar Advertising Company
(the "Company") approved a plan to reorganize the Company to qualify as a real
estate investment trust ("REIT") for U.S. federal income tax purposes for the
taxable year commencing January 1, 2014. As one of the steps in the proposed
conversion, on August 27, 2014, the Company entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Lamar Advertising REIT Company, a newly
formed, wholly owned subsidiary of the Company ("Lamar REIT"), providing for,
among other things, the merger of the Company with and into Lamar REIT (the
"Merger"), with Lamar REIT the surviving entity in the merger and succeeding to
and continuing to operate the existing business of the Company. Effective at the
time of the Merger, Lamar REIT will be renamed "Lamar Advertising Company."
Pursuant to the Merger Agreement, the outstanding shares of the Company's
Class A common stock, Class B common stock and Series AA preferred stock will be
converted into the right to receive the same number of shares of Lamar REIT
Class A common stock, Class B common stock and Series AA preferred stock,
Consummation of the Merger is subject to certain conditions, including approval
by the Company's stockholders, final approval of the REIT conversion by the
Company's board of directors, and other customary closing conditions. While the
Company anticipates electing REIT status for the taxable year beginning
January 1, 2014, there is no certainty as to the timing of a REIT election or
whether the Company will ultimately make a REIT election.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is attached hereto as Exhibit 2.1.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this current report is forward-looking in nature
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. This report uses terminology such as
"believes," "plans," "expects," "intends," "may," "will," "should," "potential,"
and "continue" and similar expressions to identify forward-looking statements.
Examples of forward-looking statements in this report include statements about
the Company's consideration of an election to REIT status, the timing of any
such REIT election and the Company's ability to qualify as a REIT. Actual
results may differ materially from those indicated in the Company's
forward-looking statements as a result of various factors, including those
factors set forth in Item 1A of its Annual Report on Form 10-K for the year
ended December 31, 2013, under the caption "Risk Factors," as updated by the
Company's subsequent filings with the SEC. The Company undertakes no obligation
to update the information contained in this current report to reflect
subsequently occurring events or circumstances.
ADDITIONAL INFORMATION AND CAUTIONARY STATEMENT
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. Lamar
Advertising REIT Company has filed with the Securities and Exchange Commission
("SEC") a registration statement on Form S-4 containing a proxy statement of
Lamar Advertising Company and a prospectus of Lamar Advertising REIT Company
with respect to the proposed merger. The registration statement has not yet
become effective. Notice of a special meeting of stockholders and a definitive
proxy statement/prospectus will be mailed to stockholders who hold shares of
capital stock of Lamar Advertising Company on the record date to be determined
by the board of directors of Lamar Advertising Company. INVESTORS ARE URGED TO
READ THE FORM S-4 AND PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS
THERETO) AND ANY OTHER INFORMATION ABOUT THE PROPOSED MERGER BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. You will be able to
obtain documents free of charge at the website maintained by the SEC at
www.sec.gov. In addition, you may obtain documents filed with the SEC by Lamar
Advertising Company free of charge by contacting Secretary, c/o Lamar
Advertising Company, 5321 Corporate Blvd., Baton Rouge, LA 70808.
Lamar Advertising Company, its directors and executive officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from the company's stockholders in connection with
the merger. Information regarding the persons who may, under the rules of the
SEC, be considered participants in the solicitation of proxies in connection
with the merger will be included in the Form S-4 and proxy statement when they
become available. Information about the directors and executive officers of
Lamar Advertising Company and their ownership of Lamar Advertising Company
capital stock is set forth in the proxy statement for Lamar Advertising
Company's 2014 Annual Meeting of Stockholders. Investors may obtain additional
information regarding the interests of such participants by reading the Form S-4
and proxy statement for the merger when they become available.
Investors should read the Form S-4 and proxy statement (including all amendments
and supplements thereto) carefully before making any voting or investment
Item 9.01 Financial Statements and Exhibits.
2.1 Agreement and Plan of Merger by and between Lamar Advertising Company
and Lamar Advertising REIT Company dated August 27, 2014.