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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):
AUGUST 6, 1999
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-20833 72-1205791
(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
(Registrant's telephone number, including area code)
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ITEM 5. OTHER
In order to furnish certain exhibits for incorporation by reference
into the Registration Statement on Form S-3 of Lamar Advertising Company
previously filed with Securities and Exchange Commission (File No. 333-71929),
which Registration Statement was declared effective by the Commission on
February 12, 1999, Lamar Advertising Company is filing the following documents
herewith: (i) an Underwriting Agreement dated August 4, 1999 among Lamar
Advertising Company, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Morgan
Stanley & Co. Incorporated and Salomon Smith Barney Inc. as Exhibit 1.2 to such
Registration Statement, (ii) an opinion of Palmer & Dodge LLP, counsel to Lamar
Advertising Company, regarding the validity of certain convertible notes to be
sold by Lamar Advertising Company pursuant to such Underwriting Agreement and
shares of Lamar Advertising Company's Class A Common Stock, $.001 par value per
share issuable upon conversion of such notes as Exhibit 5.2 to such Registration
Statement; (iii) an opinion of Sullivan & Cromwell, counsel to the Underwriters,
regarding the validity of the securities to be sold by Lamar Advertising
Company pursuant to such Underwriting Agreement as Exhibit 5.3 to such
Registration Statement; (iv) a Form of Indenture to be dated as of August 10,
1999 between Lamar Advertising Company and State Street Bank and Trust Company,
as Trustee as Exhibit 4.7 to the Registration Statement; (v) a Form of First
Supplemental Indenture to be dated as of August 10, 1999 between Lamar
Advertising Company and State Street Bank and Trust Company, as Trustee as
Exhibit 4.8 to such Registration Statement; and (vi) a Statement of Eligibility
of Trustee on Form T-1 by State Street Bank and Trust Company as Exhibit 25.1 to
such Registration Statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.2 Underwriting Agreement dated August 4, 1999 among
Lamar Advertising Company, Goldman, Sachs & Co.,
Deutsche Bank Securities Inc., Morgan Stanley & Co.
Incorporated and Salomon Smith Barney Inc. Filed
herewith.
4.7 Form of Indenture to be dated as of August 10, 1999
between Lamar Advertising Company and State Street
Bank and Trust Company, as Trustee. Filed herewith.
4.8 Form of First Supplemental Indenture to be dated as
of August 10, 1999 between Lamar Advertising Company
and State Street Bank and Trust Company, as Trustee.
Filed herewith.
5.2 Opinion of Palmer & Dodge LLP. Filed herewith.
5.3 Opinion of Sullivan & Cromwell. Filed herewith.
25.1 Statement of Eligibility of Trustee on Form T-1 by
State Street Bank and Trust Company. 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: August 5, 1999 LAMAR ADVERTISING COMPANY
By: /s/ KEVIN P. REILLY, JR.
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Kevin P. Reilly, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
1.2 Underwriting Agreement dated August 4, 1999 among Lamar
Advertising Company, Goldman, Sachs & Co., Deutsche Bank
Securities Inc., Morgan Stanley & Co. Incorporated and Salomon
Smith Barney Inc. Filed herewith.
4.7 Form of Indenture to be dated as of August 10, 1999 between Lamar
Advertising Company and State Street Bank and Trust Company, as
Trustee. Filed herewith.
4.8 Form of First Supplemental Indenture to be dated as of August 10,
1999 between Lamar Advertising Company and State Street Bank and
Trust Company, as Trustee. Filed herewith.
5.2 Opinion of Palmer & Dodge LLP. Filed herewith.
5.3 Opinion of Sullivan & Cromwell. Filed herewith.
25.1 Statement of Eligibility of Trustee on Form T-1 by State Street
Bank and Trust Company. Filed herewith.