Lamar Advertising Co/New – ‘425’ on 10/5/00 re: Bowlin Outdoor Advertising & Travel Centers Inc

On:  Thursday, 10/5/00, at 5:22pm ET   ·   Accession #:  950134-0-8437   ·   File #:  1-13693

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Business-Combination Transaction Communication   —   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Filed Pursuant to Rule 425                             2      9K 

425
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              Filed by Lamar Advertising Company (Commission File No. 000-30242)
                           pursuant to Rule 425 under the Securities Act of 1933

      Subject Company:  Bowlin Outdoor Advertising & Travel Centers Incorporated
                                                 (Commission File No. 001-13693)

PRESS RELEASE                                                                   

LAMAR ADVERTISING COMPANY SIGNS DEFINITIVE AGREEMENT TO ACQUIRE ALL OF THE STOCK
OF BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED                     

BATON ROUGE, La. and ALBUQUERQUE, N.M., Oct. 4 /PRNewswire/ -- Kevin P. Reilly, 
Jr., Chairman, President and Chief Executive Officer of Lamar Advertising       
Company (Nasdaq: LAMR), and Michael L. Bowlin, Chairman, President and Chief    
Executive Officer of BOWLIN Outdoor Advertising & Travel Centers Incorporated   
(Amex: BWN), jointly announced today that Lamar, a leading owner and operator of
outdoor advertising and logo sign displays, entered into a definitive agreement 
and plan of merger with BOWLIN Outdoor Advertising & Travel Centers Incorporated
(BOWLIN). At the effective time of the merger, all of the outstanding shares of 
BOWLIN will be converted into 725,000 shares of Lamar's Class A common stock. In
connection with the merger, Lamar will assume up to $14.5 million in BOWLIN long
term debt. BOWLIN has the right to terminate the merger agreement if the average
closing sales price of Lamar's Class A common stock over a 30 trading day period
prior to closing is less than $40.00 per share. The merger is subject to        
approval under the Hart-Scott-Rodino Antitrust Improvements Act, shareholder    
approval and the satisfaction of various other closing conditions.              

Mr. Reilly stated, "BOWLIN is a well run company with a great collection of     
outdoor assets in New Mexico, Texas and Arizona."                               

Mr. Bowlin added, "We have great respect for Kevin Reilly, his management team  
and the job they have accomplished in building Lamar into a national leader in  
the outdoor advertising industry. The merger is a perfect fit for all parties   
with the stock-for-stock transaction that we believe has tremendous upside      
potential for our shareholders."                                                

In connection with the proposed merger, BOWLIN will transfer certain assets not 
associated with the outdoor advertising operations, including the corporate     
headquarters building and travel center operations, to a newly formed company,  
Bowlin Travel Centers, Inc. BOWLIN anticipates registering Bowlin Travel        
Centers, Inc. as a reporting company under the Securities and Exchange Act of   
1934. Immediately prior to the closing of the merger, BOWLIN intends to         
distribute the stock of Bowlin Travel Centers, Inc. to shareholders of BOWLIN.  
As a result, Bowlin Travel Centers, Inc. would become an independent public     
reporting company at the close of the transaction.                              

Phoenix-based Miller Capital Corporation, a part of The Miller Group, acted as  
financial advisor to BOWLIN for the transaction. Sanders Morris Harris          
headquartered in Houston issued the fairness opinion to BOWLIN regarding the    
merger.                                                                         

425
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Lamar Advertising Company is a leading outdoor advertising company currently    
operating 150 outdoor advertising companies in 43 states, logo franchises in 20 
states and the province of Ontario, Canada and 31 transit- advertising          
franchises in nine states.                                                      

BOWLIN, as a regional leader in non-metro markets for outdoor advertising       
displays, provides a full range of service that includes sales, design,         
production and installation. The Company also operates travel centers           
strategically located on major interstate highways that utilize co-branding     
agreements with national companies. The Company's current operations are located
in the Southwestern United States.                                              

Certain statements contained herein with respect to factors which may affect    
future earnings, including management's beliefs and assumptions based on        
information currently available, are forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of   
1995. Such forward-looking statements that are not historical facts involve     
risks and uncertainties, and results could vary materially from the descriptions
contained herein. For more details on risk factors, see the company's annual    
reports on Form 10-K, quarterly reports on Form 10-Q and other filings with the 
Securities and Exchange Commission.                                             

SOURCE Lamar Advertising Company and BOWLIN Outdoor Advertising & Travel Centers
Incorporated                                                                    

THIS MATERIAL IS NOT A SUBSTITUTE FOR THE PROXY STATEMENT/PROSPECTUS LAMAR AND  
BOWLIN WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS ARE     
URGED TO READ THAT DOCUMENT BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION,      
INCLUDING DETAILED RISK FACTORS. THE PROXY STATEMENT/PROSPECTUS AND OTHER       
DOCUMENTS FILED BY LAMAR AND BOWLIN WITH THE SEC WILL BE AVAILABLE FREE OF      
CHARGE AT THE SEC'S WEBSITE (WWW.SEC.GOV) AND FROM LAMAR OR BOWLIN.             

BOWLIN, ITS DIRECTORS, AND CERTAIN OF ITS EXECUTIVE OFFICERS MAY BE CONSIDERED  
PARTICIPANTS IN THE SOLICITATION OF PROXIES IN CONNECTION WITH THE MERGER.      
INFORMATION CONCERNING BOWLIN'S DIRECTORS AND EXECUTIVE OFFICERS CAN BE FOUND IN
THE DOCUMENTS FILED BY BOWLIN WITH THE SEC. CERTAIN DIRECTORS AND EXECUTIVE     
OFFICERS OF BOWLIN MAY HAVE DIRECT OR INDIRECT INTERESTS IN THE MERGER DUE TO   
SECURITIES HOLDINGS AND VESTING OF OPTIONS. ADDITIONAL INFORMATION REGARDING THE
PARTICIPANTS IN THE SOLICITATION WILL BE CONTAINED IN THE PROXY                 
STATEMENT/PROSPECTUS.