Filed by BOWLIN Outdoor Advertising and Travel Centers Incorporated (Commission
File No. 001-13693) pursuant to Rule 425 under the Securities Act of 1933.
In addition, BOWLIN Outdoor Advertising and Travel Centers Incorporated deems
this communication to be filed under Rule 14a-12 of the Securities Exchange Act
of 1934.
1. On October 4, BOWLIN Outdoor Advertising and Travel Centers Incorporated, and
Lamar Advertising Company (Commission File No. 000-30242), jointly issued the
following press release:
NEWS RELEASE
FOR IMMEDIATE RELEASE
OCTOBER 4, 2000
Contact LAMAR:
Keith Istre
Chief Financial Officer
(225) 926-1000
Contact BOWLIN:
Michael L. Bowlin, Chairman
(505) 266-5985
Rudy R. Miller, Chairman & CEO
The Miller Group
Investor Relations for the Company
(602) 225-0504
LAMAR ADVERTISING COMPANY SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE ALL OF THE STOCK OF
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
BATON ROUGE, LOUISIANA and ALBUQUERQUE, NEW MEXICO, October 4, 2000 -- 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 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."
more...
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.
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.
2. On October 5, BOWLIN Outdoor Advertising and Travel Centers Incorporated
issued the following press release:
NEWS RELEASE
FOR IMMEDIATE RELEASE
OCTOBER 5, 2000
Contact BOWLIN:
Michael L. Bowlin, Chairman
(505) 266-5985
Rudy R. Miller, Chairman & CEO
The Miller Group
Investor Relations for the Company
(602) 225-0504
BOWLIN OUTDOOR ADVERTISING & TRAVEL CENTERS INCORPORATED
CONTINUES SEPARATION OF TRAVEL CETNERS BUSINESS AND FILES
FORM 10 WITH SECURITIES AND EXCHANGE COMMISSION
ALBUQUERQUE, NEW MEXICO, October 5, 2000 -- Michael L. Bowlin, Chairman,
President and Chief Executive Officer of BOWLIN Outdoor Advertising & Travel
Centers Incorporated (AMEX: BWN), announced today that it is proceeding with its
separation of its travel centers business from its outdoor advertising business.
As previously announced, the Company has entered into an Agreement and Plan of
Merger with Lamar Advertising Company for the acquisition of the Company's
outdoor advertising business.
The Company's travel center business will be contributed to Bowlin Travel
Centers, Inc., a newly formed subsidiary. Bowlin Travel Centers, Inc. has filed
a Form 10 to register as an independent reporting company under the Securities
and Exchange Act of 1934. Immediately prior to the closing of the merger with
Lamar Advertising Company, it is anticipated that the stock of Bowlin Travel
Centers, Inc. will be distributed to the shareholders of the Company.
BOWLIN Outdoor Advertising & Travel Centers Incorporated, 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.
3. 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.