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Exhibit 99.2
EXCHANGE OFFER
TO HOLDERS OF THE
8 5/8% SENIOR SUBORDINATED NOTES DUE 2007
OF
LAMAR ADVERTISING COMPANY
NOTICE OF GUARANTEED DELIVERY
This form must be used by a holder of the 8 5/8% Senior Subordinated
Notes due 2007 (the "Existing Notes") of Lamar Advertising Company, a Delaware
corporation ("Lamar"), that wishes to tender Existing Notes to the Exchange
Agent pursuant to the guaranteed delivery procedures described in the Prospectus
dated _____________, 1997 under the caption "The Exchange Offer - How to Tender"
and in Instruction 1 to the accompanying Letter of Transmittal. Any holder who
wishes to tender Existing Notes pursuant to such guaranteed delivery procedures
must ensure that the Exchange Agent receives this Notice of Guaranteed Delivery
prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange
Offer. Capitalized terms not defined herein have the meaning ascribed to them in
the Prospectus or the Letter of Transmittal.
TO: STATE STREET BANK AND TRUST COMPANY, EXCHANGE AGENT
BY FACSIMILE:
(617) 664-5232
(For Eligible Institutions Only)
Confirm by telephone:
(617) 664-5314
BY REGISTERED OR CERTIFIED MAIL:
State Street Bank and Trust Company
Two International Place
Boston, MA 02110
Attention: Corporate Trust Department
BY HAND/OVERNIGHT DELIVERY:
State Street Bank and Trust Company
Two International Place
Boston, MA 02110
Attention: Corporate Trust Department
FOR INFORMATION CALL:
(504) 926-1000
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE NUMBER OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Please read the accompanying instructions carefully.
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Ladies and Gentlemen:
The undersigned hereby tenders to Lamar, upon the terms and conditions
set forth in the Prospectus and the related Letter of Transmittal, receipt of
which are hereby acknowledged, the aggregate principal amount of Existing Notes
set forth below pursuant to the guaranteed delivery procedures described in the
Prospectus and the Letter of Transmittal. The undersigned hereby tenders the
Existing Notes listed below:
PLEASE SIGN AND COMPLETE
Signature(s) of Registered Holders
or Authorized Signatory: Address(es):____________________________
___________________________________ ________________________________________
___________________________________ ________________________________________
Name(s) of Registered Holder(s): Area Code and Telephone No.:
___________________________________ ________________________________________
___________________________________ If Existing Notes will be delivered by a
___________________________________ book-entry transfer, check trust company:
___________________________________
/ / The Depository Trust Company
Principal Amount of Existing Notes Tendered:
Transaction Code No.:___________________
___________________________________
Depository Account No.:_________________
Certificate No(s). of Existing Notes (if available)
___________________________________
___________________________________
This Notice of Guaranteed Delivery must be signed by the registered holder(s) of
Notes exactly as their name(s) appear(s) on the Existing Notes or by person(s)
authorized to become registered holder(s) by endorsements and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, guardian, attorney-in-fact, officer of a corporation, executor,
administrator, agent or other representative, such person must provide the
following information.
Please print name(s) and address(es)
Name(s):________________________________________________________________________
________________________________________________________________________________
Capacity:_______________________________________________________________________
________________________________________________________________________________
Address(es):____________________________________________________________________
________________________________________________________________________________
DO NOT SEND EXISTING NOTES WITH THIS FORM. EXISTING NOTES SHOULD BE SENT TO THE
EXCHANGE AGENT, TOGETHER WITH A PROPERLY COMPLETED AND VALIDLY EXECUTED LETTER
OF TRANSMITTAL.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program, the Stock Exchange Medallion Program or the New York Stock Exchange
Medallion Signature Program, hereby guarantees that, within three business days
from the date of this Notice of Guaranteed Delivery, a properly completed and
validly executed Letter of Transmittal (or a facsimile thereof), together with
Existing Notes tendered hereby in proper form for transfer (or confirmation of
the book-entry transfer of such Existing Notes into the Depository's account at
DTC pursuant to the procedures for book-entry transfer set forth in the
Prospectus under the caption "The Exchange Offer - How to Tender") and all other
required documents will be deposited by the undersigned with the Exchange Agent
at its address set forth above.
Name of Firm:________________________ ________________________________________
Authorized Signature
Address:_____________________________ Name:___________________________________
_____________________________________ Title:__________________________________
Area Code and
Telephone No.:_______________________ Date:___________________________________
DO NOT SEND EXISTING NOTES WITH THIS FORM. ACTUAL SURRENDER OF EXISTING NOTES
MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A PROPERLY COMPLETED AND
VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly
completed and duly executed copy of this Notice of Guaranteed Delivery and any
other documents required by this Notice of Guaranteed Delivery must be received
by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New
York City time, on the Expiration Date. The method of delivery of this Notice of
Guaranteed Delivery and any other required documents to the Exchange Agent is at
the election and risk of the holder and the delivery will be deemed made only
when actually received by the Exchange Agent. If delivery is by mail, registered
or certified mail properly insured, with return receipt requested, is
recommended. In all cases sufficient time should be allowed to assure timely
delivery. For a description of the guaranteed delivery procedure, see
Instruction 1 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this
Notice of Guaranteed Delivery is signed by the registered holder(s) of the
Existing Notes referred to herein, the signature must correspond with the
name(s) written on the face of the Existing Notes with alteration, enlargement,
or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a
participant of the book-entry transfer facility whose name appears on a security
position listing as the owner of Existing Notes, the signature must correspond
with the name shown on the security position listing as the owner of the
Existing Notes.
If this Notice of Guaranteed Delivery is signed by a person other
than the registered holder(s) of any Existing Notes listed or a participant of
the book-entry transfer facility, this Notice of Guaranteed Delivery must be
accompanied by appropriate bond powers, signed as the name of the registered
holder(s) appears on the Existing Notes or signed as the name of the participant
shown on the book-entry transfer facility's security position listing.
If this Notice of Guaranteed Delivery is signed by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation,
or other person acting in a fiduciary or representative capacity, such person
should so indicate when signing.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus may
be directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.