1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1998 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 0-20833 LAMAR ADVERTISING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 72-1205791 (State or other jurisdiction) (I.R.S. Employer of incorporation) Identification No.) 5551 CORPORATE BLVD., BATON ROUGE, LA 70808 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code (504) 926-1000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Outstanding as of Class August 5, 1998 ----- -------------- Class A Common Stock, $ .001 par value 35,829,668 Class B Common Stock, $ .001 par value 18,117,440 1 2 This Form 10-Q/A is being filed solely for the purpose of amending Part II, Item 4 in the Company's Quarterly Report of Form 10-Q for the period ended June 30, 1998 which was filed with the Commission on August 11, 1998 (the "June 30 10-Q") to correct typographical errors contained therein. Item 4 "Submission of Matters to a Vote of Security Holders" set forth in the June 30 10-Q is hereby deleted in its entirety and the following is substituted therefor. PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. The Company held its annual meeting of stockholders on Thursday, May 21, 1998. The following represents the results of the proposals submitted to a vote of security holders: Proposal to Elect Directors The following persons were elected to the Company's Board of Directors for a term of office expiring at the Company's 1999 Annual Meeting of Stockholders: Votes Cast For Votes Withheld -------------- -------------- Kevin P. Reilly, Jr. 213,088,524 5,650 Keith A. Istre 213,088,524 5,650 Charles W. Lamar, III 213,088,524 5,650 Gerald E. Marchand 213,088,056 6,118 Jack S. Rome, Jr. 213,088,524 5,650 William R. Schmidt 213,088,524 5,650 T. Everett Stewart Jr. 213,088,524 5,650 There were no abstentions or broker non-votes. 2 3 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned thereunto duly authorized. LAMAR ADVERTISING COMPANY DATED: August 13, 1998 By: /s/ KEITH A. ISTRE ------------------------------------- Keith A. Istre Chief Financial and Accounting Officer and Director 3