Transaction Valuation(1) | Amount of Filing Fee(2) | |
$10,580,285 | $590.38 |
(1) | Estimated solely for the purposes of calculating the Amount of Filing Fee. The calculation of the Transaction Valuation assumes that all 3,052,617 options to purchase the Issuers Class A common stock that are eligible for exchange as of June 3, 2009 will be exchanged and cancelled pursuant to this offer. The aggregate value of such options was calculated as of May 1, 2009 using the Black-Scholes option pricing model. | ||
(2) | The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $55.80 per million dollars of the value of the transaction. |
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: |
$590.38 | |
Form or Registration No.: |
Schedule TO | |
Filing Party: |
Lamar Advertising Company | |
Date Filed: |
June 3, 2009 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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. |
* | Represents the CUSIP number for the Class A common stock underlying the options. The options have not been assigned a CUSIP number. |
Item 12. Exhibits | ||||||||
SIGNATURE | ||||||||
INDEX OF EXHIBITS | ||||||||
EX-99.(A)(1)(A) |
Exhibit Number | Description | Reference | ||||
(a)(1)(A)
|
Offer to Exchange Certain Outstanding Options for New Options dated June 3, 2009, as amended | * | ||||
(a)(1)(B)
|
Cover Letter to Eligible Participants from Kevin P. Reilly, Jr. dated June 3, 2009 | (1 | ) | |||
(a)(1)(C)
|
Form of Individual Listing of Eligible Options | (1 | ) | |||
(a)(1)(D)
|
Election Form | (1 | ) | |||
(a)(1)(E)
|
Withdrawal Form | (1 | ) | |||
(a)(1)(F)
|
Forms of Confirmation E-mails | (1 | ) | |||
(a)(1)(G)
|
Forms of Reminder E-mails | (1 | ) | |||
(a)(1)(H)
|
Eligible Participant PowerPoint Presentation | (1 | ) | |||
(a)(5)(A)
|
Lamar Advertising Company Annual Report on Form 10-K for the year ended December 31, 2008 | (2 | ) | |||
(a)(5)(B)
|
Lamar Advertising Company Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2009 | (3 | ) | |||
(b)
|
Not applicable | | ||||
(d)(1)
|
Lamar Advertising Company 1996 Equity Incentive Plan, as amended | (1 | ) | |||
(d)(2)
|
Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended | (1 | ) | |||
(d)(3)
|
Form of Restricted Stock Agreement | (4 | ) | |||
(d)(4)
|
Form of Restricted Stock Agreement for Non-Employee Directors | (5 | ) | |||
(d)(5)
|
Lamar Advertising Company 2000 Employee Stock Purchase Plan | (6 | ) | |||
(d)(6)
|
Lamar Advertising Company Non-Management Director Compensation Plan | (7 | ) | |||
(d)(7)
|
Summary of Compensatory Arrangements dated March 4, 2009 | (8 | ) | |||
(g)
|
Not applicable | | ||||
(h)
|
Not applicable | |
* | Filed herewith. | |
(1) | Previously filed. | |
(2) | Incorporated by reference to the filing of such report with the SEC on February 27, 2009 (File No. 0-30242). | |
(3) | Incorporated by reference to the filing of such report with the SEC on May 7, 2009 (File No. 0-30242). | |
(4) | Incorporated by reference to the filing of such exhibit as Exhibit 10.16 to the Companys Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on March 15, 2006 (File No. 0-30242). |
-2-
(5) | Incorporated by reference to the filing of such exhibit as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on May 30, 2007 (File No. 0-30242). | |
(6) | Incorporated by reference to the filing of such exhibit as Exhibit 10(b) to the Companys Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC on March 1, 2007 (File No. 0-30242). | |
(7) | Incorporated by reference to the filing of such exhibit in the Companys Current Report on Form 8-K filed with the SEC on May 30, 2007 (File No. 0-30242). | |
(8) | Incorporated by reference to the filing of such exhibit in the Companys Current Report on Form 8-K filed with the SEC on March 6, 2009 (File No. 0-30242). |
-3-
LAMAR ADVERTISING COMPANY |
||||
By: | /s/ Sean E. Reilly | |||
Sean E. Reilly | ||||
Chief Operating Officer and President of the Outdoor Division | ||||
Exhibit Number | Description | Reference | ||||
(a)(1)(A)
|
Offer to Exchange Certain Outstanding Options for New Options dated June 3, 2009, as amended | * | ||||
(a)(1)(B)
|
Cover Letter to Eligible Participants from Kevin P. Reilly, Jr. dated June 3, 2009 | (1 | ) | |||
(a)(1)(C)
|
Form of Individual Listing of Eligible Options | (1 | ) | |||
(a)(1)(D)
|
Election Form | (1 | ) | |||
(a)(1)(E)
|
Withdrawal Form | (1 | ) | |||
(a)(1)(F)
|
Forms of Confirmation E-mails | (1 | ) | |||
(a)(1)(G)
|
Forms of Reminder E-mails | (1 | ) | |||
(a)(1)(H)
|
Eligible Participant PowerPoint Presentation | (1 | ) | |||
(a)(5)(A)
|
Lamar Advertising Company Annual Report on Form 10-K for the year ended December 31, 2008 | (2 | ) | |||
(a)(5)(B)
|
Lamar Advertising Company Quarterly Report on Form 10-Q for the fiscal period ended March 31, 2009 | (3 | ) | |||
(b)
|
Not applicable | | ||||
(d)(1)
|
Lamar Advertising Company 1996 Equity Incentive Plan, as amended | (1 | ) | |||
(d)(2)
|
Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended | (1 | ) | |||
(d)(3)
|
Form of Restricted Stock Agreement | (4 | ) | |||
(d)(4)
|
Form of Restricted Stock Agreement for Non-Employee Directors | (5 | ) | |||
(d)(5)
|
Lamar Advertising Company 2000 Employee Stock Purchase Plan | (6 | ) | |||
(d)(6)
|
Lamar Advertising Company Non-Management Director Compensation Plan | (7 | ) | |||
(d)(7)
|
Summary of Compensatory Arrangements dated March 4, 2009 | (8 | ) | |||
(g)
|
Not applicable | | ||||
(h)
|
Not applicable | |
* | Filed herewith. | |
(1) | Previously filed. | |
(2) | Incorporated by reference to the filing of such report with the SEC on February 27, 2009 (File No. 0-30242). | |
(3) | Incorporated by reference to the filing of such report with the SEC on May 7, 2009 (File No. 0-30242). | |
(4) | Incorporated by reference to the filing of such exhibit as Exhibit 10.16 to the Companys Annual Report on Form 10-K for the year ended December 31, 2005 filed with the SEC on March 15, 2006 (File No. 0-30242). | |
(5) | Incorporated by reference to the filing of such exhibit as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on May 30, 2007 (File No. 0-30242). | |
(6) | Incorporated by reference to the filing of such exhibit as Exhibit 10(b) to the Companys Annual Report on Form 10-K for the year ended December 31, 2006 filed with the SEC on March 1, 2007 (File No. 0-30242). | |
(7) | Incorporated by reference to the filing of such exhibit in the Companys Current Report on Form 8-K filed with the SEC on May 30, 2007 (File No. 0-30242). | |
(8) | Incorporated by reference to the filing of such exhibit in the Companys Current Report on Form 8-K filed with the SEC on March 6, 2009 (File No. 0-30242). |