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):
DECEMBER 17, 2002
LAMAR MEDIA CORP.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-20833 72-1205791
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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5551 CORPORATE BOULEVARD, BATON ROUTE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrant's telephone number, including area code)
CO-REGISTRANT
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Exact name of registrant as specified in State or other jurisdiction of
its charter incorporation IRS Employer Identification No.
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LAMAR ADVERTISING COMPANY DELAWARE 72-1449411
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ITEM 5. OTHER EVENTS.
On December 23, 2002, Lamar Media Corp. (the "Company") sold $260
million aggregate principal amount of 7 1/4% Notes Due 2013 (the "Notes") to
J.P. Morgan Securities Inc., Wachovia Securities, Inc., SunTrust Capital
Markets, Inc. and BNP Paribas Securities Corp. (collectively, the "Initial
Purchasers") pursuant to an Amended and Restated Purchase Agreement dated as of
December 17, 2002. The Amended and Restated Purchase Agreement is filed herewith
as Exhibit 1.1. The Company issued the Notes pursuant to an Indenture dated as
of December 23, 2002 among the Company, certain of its subsidiaries, as
guarantors, and Wachovia Bank of Delaware, National Association, as trustee. The
Indenture and form of Notes are filed herewith as Exhibits 4.1 and Exhibit 4.2,
respectively. The Initial Purchasers will resell the Notes in private
transactions in conformance with Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). The Notes have not been registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act. The net proceeds of the offering will be used, together with
available cash, to redeem all of the outstanding $255 million principal amount
of Lamar Media's 9 5/8% Senior Subordinated Notes due 2006.
On December 23, 2002, the Company and certain of its subsidiaries, as
guarantors, entered into a Registration Rights Agreement with the Initial
Purchasers, pursuant to which the Company agreed to file with the Securities and
Exchange Commission a registration statement on an appropriate form under the
Securities Act relating to a registered exchange offer for the Notes under the
Securities Act. The Registration Rights Agreement is filed herewith as Exhibit
10.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Amended and Restated Purchase Agreement dated as of
December 17, 2002 among Lamar Media Corp., certain
subsidiaries of Lamar Media Corp., as guarantors,
J.P. Morgan Securities Inc., Wachovia Securities,
Inc., SunTrust Capital Markets, Inc. and BNP Paribas
Securities Corp. Filed herewith.
4.1 Indenture dated as of December 23, 2002 among Lamar
Media Corp., certain subsidiaries of Lamar Media
Corp., as guarantors and Wachovia Bank of Delaware,
National Association, as trustee. Filed herewith.
4.2 Form of 7 1/4% Notes Due 2013 (incorporated by
reference to Exhibit A of Exhibit 4.1).
10.1 Registration Rights Agreement dated as of December
23, 2002 among Lamar Media Corp., the guarantors
listed on Schedule 1 thereto and J.P. Morgan
Securities Inc., Wachovia Securities, Inc., SunTrust
Capital Markets, Inc. and BNP Paribas Securities
Corp. Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 23, 2002 LAMAR ADVERTISING COMPANY
By: /s/ Keith Istre
---------------------------------
Keith Istre
Chief Financial Officer
Date: December 23, 2002 LAMAR MEDIA CORP.
By: /s/ Keith Istre
---------------------------------
Keith Istre
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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1.1 Amended and Restated Purchase Agreement dated as of December
17, 2002 among Lamar Media Corp., certain subsidiaries of
Lamar Media Corp., as guarantors, J.P. Morgan Securities Inc.,
Wachovia Securities, Inc., SunTrust Capital Markets, Inc. and
BNP Paribas Securities Corp. Filed herewith.
4.1 Indenture dated as of December 23, 2002 among Lamar Media
Corp., certain subsidiaries of Lamar Media Corp., as
guarantors and Wachovia Bank of Delaware, National
Association, as trustee. Filed herewith.
4.2 Form of 7 1/4% Notes Due 2013 (incorporated by reference to
Exhibit A of Exhibit 4.1).
10.1 Registration Rights Agreement dated as of December 23, 2002
among Lamar Media Corp., the guarantors listed on Schedule 1
thereto and J.P. Morgan Securities Inc., Wachovia Securities,
Inc., SunTrust Capital Markets, Inc. and BNP Paribas
Securities Corp. Filed herewith.
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