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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
SEPTEMBER 15, 1999
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-30242 72-1449411
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrants' telephone number, including area code)
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EXPLANATORY NOTE
On July 20, 1999, Lamar Advertising Company completed a corporate
reorganization to create a new holding company structure. The reorganization was
accomplished through a merger under section 251(g) of the Delaware General
Corporation Law. At the effective time of the merger, all stockholders of Lamar
Advertising Company became stockholders in a new holding company and Lamar
Advertising Company became a wholly-owned subsidiary of the new holding company.
The new holding company took the Lamar Advertising Company name and the old
Lamar Advertising Company was renamed Lamar Media Corp. In the merger, all
outstanding shares of old Lamar Advertising Company's capital stock were
converted into shares of the new holding company with the same voting powers,
designations, preference and rights, and the same qualifications, restrictions
and limitations, as the shares of old Lamar Advertising Company. Following the
restructuring, the Class A common stock of the new holding company trades under
the symbol "LAMR" on the Nasdaq National Market with the same CUSIP number as
the old Lamar Advertising Company's Class A common stock.
ITEM 5. OTHER EVENTS.
On September 15, 1999, Lamar Media Corp. acquired all of the
outstanding capital stock of Chancellor Media Outdoor Corporation and Chancellor
Media Whiteco Outdoor Corporation (collectively "Chancellor Outdoor") for
consideration consisting of approximately $700 million of cash and 26,227,273
shares of Lamar Advertising Company Class A Common Stock valued at approximately
$947 million.
In order to update the financial statements filed on a Form 8-K on July
7, 1999 as supplemented by a Form 8-K filed on November 23, 1999, Lamar
Advertising Company is filing this report to include updated pro forma financial
information of Lamar Advertising Company giving effect to the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Unaudited pro forma condensed consolidated statement of
operations of Lamar Advertising Company giving effect to the
Chancellor Outdoor acquisition for the nine months ended
September 30, 1999. Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 8, 2000 LAMAR ADVERTISING COMPANY
By: /s/ KEITH A. ISTRE
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Keith A. Istre
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
99.1 Unaudited pro forma condensed consolidated statement of
operations of Lamar Advertising Company giving effect to the
Chancellor Outdoor acquisition for the nine months ended
September 30, 1999. Filed herewith.