Lamar Media Corp
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As filed with the Securities and Exchange Commission on July 16, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Lamar Media Corp. (Exact name of registrant as specified in its charter) SEE TABLE OF ADDITIONAL REGISTRANTS Delaware 7311 72-1205791 (State or other jurisdiction of Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code) Identification No.) 5321 Corporate Boulevard Baton Rouge, Louisiana 70808 (225) 926-1000 (Address, Including ZIP Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Sean E. Reilly Chief Executive Officer Lamar Media Corp. 5321 Corporate Boulevard Baton Rouge, Louisiana 70808 (225) 926-1000 (Name, Address, Including ZIP Code and Telephone Number, Including Area Code, of Agent for Service) with a copy to: Stacie Aarestad, Esq. Edwards Wildman Palmer LLP 111 Huntington Avenue At Prudential Center Boston, Massachusetts 02199-7613 (617) 239-0100 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ‘ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ‘ Accelerated filer ‘ Non-accelerated filer Í Smaller reporting company ‘ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ‘ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ‘ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of Each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered(1) per Unit(1) Offering Price(1) Registration Fee(1) 5 3/8% Senior Notes due 2024 $510,000,000 100% $510,000,000 $65,688.00 Guarantees of 5 3/8% Senior Notes due 2024(2) n/a n/a n/a n/a (1) This registration fee has been calculated pursuant to Rule 457(f)(2) under the Securities Act of 1933, as amended. (2) No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act of 1933, as amended. The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine. Table of Additional Registrants(1) IRS Employer State or Other Jurisdiction of Identification Exact Name of Registrant as Specified in its Charter Incorporation or Organization Number Arizona Logos, L.L.C. Arizona 27-2892296 Colorado Logos, Inc. Colorado 84-1480715 Delaware Logos, L.L.C. Delaware 51-0392715 Florida Logos, Inc. Florida 65-0671887 Georgia Logos, L.L.C. Georgia 72-1469485 Interstate Logos, L.L.C. Louisiana 72-1490893 Kansas Logos, Inc. Kansas 48-1187701 Kentucky Logos, LLC Kentucky 62-1839054 Lamar Advantage GP Company, LLC Delaware 72-1490891 Lamar Advantage Holding Company Delaware 76-0619569 Lamar Advantage LP Company, LLC Delaware 76-0637519 Lamar Advantage Outdoor Company, L.P. Delaware 74-2841299 Lamar Advertising of Colorado Springs, L.L.C. Colorado 72-0931093 Lamar Advertising of Louisiana, L.L.C. Louisiana 72-1462297 Lamar Advertising of Michigan, Inc. Michigan 38-3376495 Lamar Advertising of Penn, LLC Delaware 72-1462301 Lamar Advertising of South Dakota, L.L.C. South Dakota 46-0446615 Lamar Advertising of Youngstown, Inc. Delaware 23-2669670 Lamar Advertising Southwest, Inc. Nevada 85-0113644 Lamar Air, L.L.C. Louisiana 72-1277136 Lamar Central Outdoor, LLC Delaware 20-2471691 Lamar Electrical, Inc. Louisiana 72-1392115 Lamar Florida, L.L.C. Florida 72-1467178 Lamar Investments, LLC Delaware 46-4289458 Lamar Obie Company, LLC Delaware 33-1109314 Lamar OCI North, L.L.C. Delaware 38-2885263 Lamar OCI South Corporation Mississippi 64-0520092 Lamar Ohio Outdoor Holding Corp. Ohio 34-1597561 Lamar Pensacola Transit, Inc. Florida 59-3391978 Lamar Service Company, LLC Delaware 46-4284332 Lamar Tennessee, L.L.C. Tennessee 72-1309007 Lamar Texas Limited Partnership Texas 72-1309005 Lamar Transit, LLC Delaware 46-4242858 Lamar TRS Holdings, LLC Delaware 46-4248386 Louisiana Interstate Logos, L.L.C. Louisiana 26-3654514 Maine Logos, L.L.C. Maine 72-1492985 Michigan Logos, Inc. Michigan 38-3071362 Minnesota Logos, Inc. Minnesota 41-1800355 Mississippi Logos, L.L.C. Mississippi 72-1469487 Missouri Logos, LLC Missouri 72-1485587 Montana Logos, LLC Montana 45-3444460 Nebraska Logos, Inc. Nebraska 72-1137877 Nevada Logos, Inc. Nevada 88-0373108 New Jersey Logos, L.L.C. New Jersey 72-1469048 New Mexico Logos, Inc. New Mexico 85-0446801 IRS Employer State or Other Jurisdiction of Identification Exact Name of Registrant as Specified in its Charter Incorporation or Organization Number Ohio Logos, Inc. Ohio 72-1148212 Oklahoma Logos, L.L.C. Oklahoma 72-1469103 Outdoor Marketing Systems, L.L.C. Pennsylvania N/A Outdoor Promotions West, LLC Delaware 22-3598746 Pennsylvania Logos, LLC Pennsylvania 26-4399994 South Carolina Logos, Inc. South Carolina 58-2152628 Tennessee Logos, Inc. Tennessee 62-1649765 The Lamar Company, L.L.C. Louisiana 72-1462298 TLC Farms, L.L.C. Louisiana 20-0634874 TLC Properties II, LLC Texas 72-1336624 TLC Properties, Inc. Louisiana 72-0640751 TLC Properties, L.L.C. Louisiana 72-1417495 Triumph Outdoor Holdings, LLC Delaware 13-3990438 Triumph Outdoor Rhode Island, LLC Delaware 05-0500914 Utah Logos, Inc. Utah 72-1148211 Virginia Logos, LLC Virginia 62-1839208 Washington Logos, L.L.C. Washington 73-1648809 Wisconsin Logos, LLC Wisconsin 45-1837323 (1) The outstanding notes are, and the new notes will be, unconditionally guaranteed by the additional registrants listed above, each of which is a direct or indirect, wholly owned subsidiary of Lamar Media Corp. The address and telephone number for each of the additional registrants is 5321 Corporate Boulevard, Baton Rouge, Louisiana 70808 and (225) 926-1000. The primary standard industrial classification code number for each of the additional registrants is 7311. SUBJECT TO COMPLETION DATED JULY 16, 2014 Prospectus o buy these iled with the Lamar Media Corp. Offer to Exchange Up to $510,000,000 outstanding 5 3/8% Senior Notes due 2024 issued on January 10, 2014, for a Like Principal Amount of 5 3/8% Senior Notes due 2024, which have been registered under the Securities Act of 1933 The Exchange Offer • We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradable. • You may withdraw tenders of outstanding notes at any time prior to the expiration date of the exchange offer. • The exchange offer expires at 5:00 p.m., New York City time, on , 2014, unless we extend the offer. We do not currently intend to extend the expiration date. • The exchange of outstanding notes for exchange notes in the exchange offer generally will not be a taxable event to a holder for United States federal income tax purposes. • We will not receive any proceeds from the exchange offer. • The exchange offer is subject to customary conditions, including the condition that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. The Exchange Notes • The exchange notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the private offering of the outstanding notes. • The terms of the exchange notes to be issued in the exchange offer are substantially identical to the terms of the outstanding notes, except that the exchange notes will be freely tradable. • The exchange notes will be our unsecured senior obligations and will rank senior to all of our existing and future debt that is expressly subordinated to the exchange notes. The exchange notes will rank equally with all of our existing and future senior debt and will be effectively subordinated to all of our secured debt (to the extent of the value of the collateral securing such debt), including our senior credit facility, and structurally subordinated to all of the liabilities of our subsidiaries that do not guarantee the exchange notes. • The outstanding notes are, and the exchange notes will be, unconditionally guaranteed on a joint and several basis by substantially all of our existing and future domestic subsidiaries. • We do not intend to apply for listing of the exchange notes on any securities exchange or to arrange for them to be quoted on any quotation system.