AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2003.

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LAMAR MEDIA CORP.
(Exact Name of Registrant as Specified in Its Charter)

<Table>

DELAWARE 7311 72-1205791
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code) Identification No.)
</Table>

5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 926-1000
(Address, Including ZIP Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
KEVIN P. REILLY, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LAMAR MEDIA CORP.
5551 CORPORATE BOULEVARD
BATON ROUGE, LOUISIANA 70808
(225) 926-1000
(Name, Address, Including ZIP Code and Telephone Number,
Including Area Code, of Agent for Service)
WITH COPIES TO:
GEORGE TICKNOR, ESQ.
PALMER & DODGE LLP
111 HUNTINGTON AVENUE
BOSTON, MASSACHUSETTS 02199-7613
(617) 239-0100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE(1)
- -----------------------------------------------------------------------------------------------------------------------------

7 1/4% Senior Subordinated Notes due
2013................................... $260,000,000 100% $260,000,000 $23,920
- -----------------------------------------------------------------------------------------------------------------------------
Guarantees of 7 1/4% Senior Subordinated
Notes due 2013(2)...................... N/A N/A N/A N/A
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</Table>

(1) This registration fee has been calculated pursuant to Rule 457(f)(2) under
the Securities Act of 1933, as amended.

(2) No separate consideration will be received for the guarantees, and no
separate fee is payable, pursuant to Rule 457(n) under the Securities Act of
1933, as amended.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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- --------------------------------------------------------------------------------

TABLE OF ADDITIONAL REGISTRANTS

<Table>
<Caption>
STATE OR OTHER JURISDICTION IRS EMPLOYER
OF INCORPORATION OR IDENTIFICATION
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATION NUMBER
- ---------------------------------------------------- --------------------------- --------------

American Signs, Inc. ..................................... Washington 91-1642046
Canadian TODS Limited..................................... Nova Scotia, Canada N/A
Colorado Logos, Inc. ..................................... Colorado 84-1480715
Delaware Logos, L.L.C. ................................... Delaware 51-0392715
Florida Logos, Inc. ...................................... Florida 65-0671887
Hardin Development Corporation............................ Florida 59-3194679
Kansas Logos, Inc. ....................................... Kansas 48-1187701
Kentucky Logos, LLC....................................... Kentucky 62-1839054
Lamar Advertising of Colorado Springs, Inc. .............. Colorado 72-0931093
Lamar Advertising of Kentucky, Inc. ...................... Kentucky 61-1306385
Lamar Advertising of Michigan, Inc. ...................... Michigan 38-3376495
Lamar Advertising of South Dakota, Inc. .................. South Dakota 46-0446615
Lamar Advertising of Youngstown, Inc. .................... Delaware 23-2669670
Lamar Air, L.L.C. ........................................ Louisiana 72-1277136
Lamar Electrical, Inc. ................................... Louisiana 72-1392115
Lamar OCI North Corporation............................... Delaware 38-2885263
Lamar OCI South Corporation............................... Mississippi 64-0520092
Lamar Pensacola Transit, Inc. ............................ Florida 59-3391978
Lamar Tennessee, L.L.C. .................................. Tennessee 72-1309007
Lamar Texas General Partner, Inc. ........................ Louisiana 72-1309003
Lamar Texas Limited Partnership........................... Texas 72-1309005
Michigan Logos, Inc. ..................................... Michigan 38-3071362
Minnesota Logos, Inc. .................................... Minnesota 41-1800355
Missouri Logos, LLC. ..................................... Missouri 72-1485587
Nebraska Logos, Inc. ..................................... Nebraska 72-1137877
Nevada Logos, Inc. ....................................... Nevada 88-0373108
New Mexico Logos, Inc. ................................... New Mexico 85-0446801
Ohio Logos, Inc. ......................................... Ohio 72-1148212
Outdoor Promotions West, LLC.............................. Delaware 22-3598746
Parsons Development Company............................... Florida 59-3500218
Revolution Outdoor Advertising, Inc. ..................... Florida 59-3418650
South Carolina Logos, Inc. ............................... South Carolina 58-2152628
Tennessee Logos, Inc. .................................... Tennessee 62-1649765
Texas Logos, L.P. ........................................ Texas 72-1490894
TLC Properties II, Inc. .................................. Texas 72-1336624
TLC Properties, Inc. ..................................... Louisiana 72-0640751
TLC Properties, L.L.C. ................................... Louisiana 72-1417495
Transit America Las Vegas, L.L.C. ........................ Delaware 88-0386243
Triumph Outdoor Holdings, LLC............................. Delaware 13-3990438
Lamar Transit Advertising of New Orleans, LLC............. Delaware 52-2122268
Triumph Outdoor Rhode Island, LLC......................... Delaware 05-0500914
</Table>

Utah Logos, Inc. ......................................... Utah 72-1148211
Virginia Logos, LLC....................................... Virginia 62-1839208
The Lamar Company, L.L.C. ................................ Louisiana 72-1462298
Lamar Advertising of Penn, LLC............................ Delaware 72-1462301
Lamar Advertising of Louisiana, L.L.C. ................... Louisiana 72-1462297
Lamar Florida, Inc. ...................................... Florida 72-1467178
Lamar Advan, Inc. ........................................ Pennsylvania 25-1736076
Lamar Advertising of Iowa, Inc. .......................... Iowa 42-1474840
Lamar T.T.R., L.L.C. ..................................... Arizona 86-0928767
Lamar Central Outdoor, Inc. .............................. Delaware 76-0637519
Lamar Advantage GP Company, LLC........................... Delaware 72-1490891
Lamar Advantage LP Company, LLC........................... Delaware 76-0637519
Lamar Advantage Outdoor Company, L.P. .................... Delaware 74-2841299
Lamar Advantage Holding Company........................... Delaware 76-0619569
Lamar Oklahoma Holding Company, Inc. ..................... Oklahoma 73-1474290
Lamar Advertising of Oklahoma, Inc. ...................... Oklahoma 73-1178474
Lamar Benches, Inc. ...................................... Oklahoma 73-1524386
Lamar I-40 West, Inc. .................................... Oklahoma 73-1498886
Georgia Logos, L.L.C. .................................... Georgia 72-1469485
Mississippi Logos, L.L.C. ................................ Mississippi 72-1469487
New Jersey Logos, L.L.C. ................................. New Jersey 72-1469048
Oklahoma Logos, L.L.C. ................................... Oklahoma 72-1469103
Interstate Logos, L.L.C. ................................. Louisiana 72-1490893
LC Billboard L.L.C. ...................................... Delaware 63-1692342
Lamar Ohio Outdoor Holding Corp. ......................... Ohio 34-1597561
Outdoor Marketing Systems, Inc. .......................... Pennsylvania 23-2659279
Outdoor Marketing Systems, LLC............................ Pennsylvania 23-2659279
Lamar Advertising Southwest, Inc. ........................ Nevada 85-0113644
Lamar DOA Tennessee Holdings, Inc. ....................... Delaware 41-1991164
Lamar DOA Tennessee, Inc. ................................ Delaware 41-1882464
Maine Logos, L.L.C. ...................................... Maine 72-1492985
Trans West Outdoor Advertising, Inc. ..................... California 33-0825978
Washington Logos, L.L.C. ................................. Washington 73-1648809
Lamar Pinnacle Acquisition Co. ........................... Georgia Applied For
</Table>

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 21, 2003

PROSPECTUS

LAMAR MEDIA CORP.

OFFER TO EXCHANGE
$260,000,000 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

FOR ANY AND ALL OUTSTANDING
7 1/4% SENIOR SUBORDINATED NOTES DUE 2013
WHICH HAVE NOT BEEN SO REGISTERED

We refer to the registered notes as the exchange notes and to all
outstanding 7 1/4% Senior Subordinated Notes due 2013 as the original notes.

- The exchange offer expires at 5:00 p.m., New York City time, on
, 2003, unless we extend the offer.

- The terms of the exchange notes to be issued in the exchange offer are
substantially identical to the terms of the original notes, except that
the exchange notes are registered under the Securities Act of 1933 and
the transfer restrictions and the registration rights applicable to the
original notes generally do not apply to the exchange notes.

- All original notes that are validly tendered and not validly withdrawn
will be exchanged.

- Tenders of original notes may be withdrawn at any time prior to the
expiration of the exchange offer.

- We do not intend to apply for listing of the exchange notes on any
securities exchange or to arrange for them to be quoted on any quotation
system.

- The exchange offer is subject to customary conditions, including the
condition that the exchange offer not violate applicable law or any
applicable interpretation of the staff of the Securities and Exchange
Commission.

- We will not receive any proceeds from the exchange offer.

- This prospectus and the letter of transmittal are first being mailed to
all holders of the original notes on , 2003.

INVESTING IN THE EXCHANGE NOTES INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 6.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The exchange offer is not being made, nor will we accept surrender or
exchange from holders of original notes, in any jurisdiction in which the
exchange offer or the acceptance thereof would not be in compliance with the
securities or "blue sky" laws of such jurisdiction.

Each broker-dealer that receives exchange notes for its own account
pursuant to this exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The letter of
transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act of 1933, as amended. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for original
notes where such original notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. We have agreed that,
for a period of 180 days after the date this exchange offer expires, we will
make this prospectus available to any broker-dealer for use in connection with
any such resale. See "Plan of distribution."

The date of this prospectus is , 2003.

TABLE OF CONTENTS

<Table>
<Caption>
PAGE
----

Prospectus summary.......................................... 1
Risk factors................................................ 6
Statements regarding forward-looking information............ 12
Use of proceeds............................................. 13
Capitalization.............................................. 14
Selected historical consolidated financial data............. 15
Management's discussion and analysis of financial condition
and results of operations................................. 17
Business.................................................... 25
Management.................................................. 32
Principal stockholders...................................... 36
Certain relationships and related transactions.............. 39
Ratio of earnings to fixed charges.......................... 39
The exchange offer.......................................... 40
Description of certain indebtedness......................... 47
Description of the exchange notes........................... 51
Exchange offer and registration rights agreement............ 78
Book-entry settlement and clearance......................... 79
Certain U.S. federal tax considerations..................... 81
Plan of distribution........................................ 85
Legal matters............................................... 87
Experts..................................................... 87
Available information....................................... 87
Index to consolidated financial statements.................. F-1
</Table>

Lamar Media Corp. is a Delaware corporation. Our principal executive
offices are located at 5551 Corporate Blvd., Baton Rouge, LA 70808 and our
telephone number at that address is (225) 926-1000. Lamar Media Corp. is a
wholly-owned subsidiary of Lamar Advertising Company. Our parent's web site is
located at http://www.lamar.com. The information on the web site is not part of
this prospectus.

In this prospectus, unless otherwise defined, "Lamar Media," "we," "us" and
"our" refer to Lamar Media Corp. and its subsidiaries. Lamar Advertising Company
is referred to herein as "Lamar Advertising."

No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You
should not rely on any unauthorized information or representations. This
prospectus is an offer to exchange only the notes offered by this prospectus,
and only under the circumstances and in those jurisdictions where it is lawful
to do so. The information contained in this prospectus is current only as of its
date.

PROSPECTUS SUMMARY

This summary contains basic information that is important to you in
deciding whether to participate in the exchange offer. This summary is not
complete and does not contain all of the information that you should consider.

LAMAR MEDIA CORP.

We are one of the largest outdoor advertising companies in the United
States based on number of displays and have operated under the Lamar name since
1902. As of September 30, 2002, we owned and operated over 147,000 billboard
advertising displays in 44 states, operated over 95,000 logo sign displays in 21
states and the province of Ontario, Canada, and operated approximately 13,000
transit advertising displays in 16 states. For the twelve-months ended September
30, 2002, we had net revenues of $759.6 million and EBITDA of $328.0 million.
Our net sales and EBITDA increased at compound annual growth rates of
approximately 38% and 37%, respectively, from 1997 through 2001. We define
EBITDA as operating income (loss) before depreciation and amortization and gain
or loss on disposition of assets.

The three principal areas that make up our business are:

- Billboard advertising. We offer our customers a fully integrated
service, covering their billboard display requirements from ad copy
production to placement and maintenance. Our billboard advertising
displays are comprised of bulletins and posters. As a result of their
greater impact and higher cost, bulletins are usually located on major
highways. Posters are usually concentrated on major traffic arteries or
on city streets to target pedestrian traffic.

- Logo signs. We are the largest provider of logo sign services in the
United States, operating 21 of the 26 privatized state logo sign
contracts. Logo signs are erected near highway exits to direct motor
traffic to service and tourist attractions, as well as to advertise gas,
food, camping and lodging.

- Transit advertising. We provide transit advertising in 41 transit
markets. Transit displays appear on the exterior or interior of public
transportation vehicles or stations, such as buses, trains, commuter
rail, subways, platforms and terminals.

Our business has grown rapidly through a combination of internal growth and
acquisitions. Our growth has been enhanced by strategic acquisitions that
resulted in increased operating efficiencies, greater geographic diversification
and increased market penetration. Historically, we have focused on small to
mid-sized markets where we have pursued acquisition opportunities in order to
establish a leadership position. Since January 1, 1997, we have successfully
completed over 425 acquisitions of outdoor advertising businesses and assets.
Our acquisitions have expanded our operations in major markets. We currently
have a presence in 35 of the top 50 outdoor advertising markets in the United
States. Our large national footprint gives us the ability to offer cross-market
advertising opportunities to both our local and national advertising customers.

RECENT DEVELOPMENTS

On October 25, 2002, we redeemed our 9 1/4% Senior Subordinated Notes due
2007 in aggregate principal amount of approximately $74.1 million for a
redemption price equal to 104.625% of the principal amount thereof plus accrued
interest to the redemption date of approximately $1.3 million. In the fourth
quarter of 2002, we will record approximately $2.1 million, net of tax, as an
expense related to the prepayment penalty of the 9 1/4% Senior Subordinated
Notes due 2007.

We are in the process of replacing our existing bank credit facility. We
expect the new bank credit facility will be comprised of a $250 million
revolving bank credit facility and a $1 billion term facility. We expect the new
bank credit facility will be completed in the first quarter of 2003.

SUMMARY OF THE EXCHANGE OFFER

On December 23, 2002, we completed a private offering of $260,000,000
aggregate principal amount of 7 1/4% Senior Subordinated Notes due 2013. In
connection with the offering of those original notes, we entered into a
registration rights agreement with the initial purchasers of those original
notes in which we agreed to deliver this prospectus to you and to complete an
exchange offer for those original notes. Below is a summary of the exchange
offer.

EXCHANGE OFFER.................We are offering to exchange an aggregate of
$260,000,000 principal amount of exchange notes
for an aggregate of $260,000,000 principal amount
of original notes. The original notes may be
exchanged only in multiples of $1,000.

EXPIRATION DATE................This exchange offer will expire at 5:00 p.m., New
York City time, on , 2003, unless we
extend the offer.

PROCEDURES FOR TENDERING
ORIGINAL
NOTES..........................The procedures for exchanging original notes
involve notifying the exchange agent before the
expiration date of the exchange offer of your
intention to do so. The procedures for properly
providing notice are described in this prospectus
under the heading "The exchange offer -- Exchange
offer procedures -- How to tender."

ACCEPTANCE OF ORIGINAL NOTES
AND DELIVERY OF EXCHANGE
NOTES..........................We will accept any original notes that are
properly tendered for exchange before 5:00 p.m.,
New York City time, on the day this exchange
offer expires. The exchange notes will be
delivered promptly after expiration of this
exchange offer.

EXCHANGE DATE..................We will notify the exchange agent of the date of
acceptance of the original notes for exchange.

WITHDRAWAL RIGHTS..............If you tender your original notes for exchange in
this exchange offer and later wish to withdraw
them, you may do so at any time before 5:00 p.m.,
New York City time, on the day this exchange
offer expires.

EFFECT ON HOLDERS OF ORIGINAL
NOTES..........................Any original notes that remain outstanding after
this exchange offer will continue to be subject
to restrictions on their transfer. After this
exchange offer, holders of original notes will
not (with limited exceptions) have any further
rights under the registration rights agreement.
Any market for original notes that are not
exchanged could be adversely affected by the
completion of this exchange offer. See "Risk
factors -- The original notes are, and will
continue to be, subject to restrictions on
transfer, and the trading market, if any, for the
original notes may be adversely affected by
completion of this exchange offer."

RESALE OF THE EXCHANGE NOTES...Based on the position of the staff of the
Division of Corporation Finance of the SEC has
stated in certain interpretive letters issued to
third parties in other transactions, we believe
that the exchange notes acquired in this exchange
offer may be freely traded without compliance
with the provisions of the Securities Act of
1933, as amended, that call for registration and
delivery of a prospectus, except as described in
the following paragraphs. See "Plan of
distribution."

In order to participate in the exchange offer,
you will be required to make specified
representations in a letter of transmittal,
including that:

- you are not an "affiliate" of ours, as defined
in Rule 405 of the Securities Act of 1933;

- you are not a broker-dealer who owns original
notes acquired directly from us;

- you will acquire the exchange notes in the
ordinary course of business; and

- you have not agreed with anyone to distribute
the exchange notes.

If you are a broker-dealer that purchased
original notes for your own account as part of
market-making or other trading activities, you
may represent to us that you have not agreed with
us or our affiliates to distribute the exchange
notes. If you make this representation, you must
agree to deliver a prospectus in connection with
any resale of the exchange notes and you need not
make the last representation provided for above.

ACCRUED INTEREST ON THE
ORIGINAL NOTES.................Any interest that has accrued on an original note
before its exchange in this exchange offer will
be payable on the exchange note on the first
interest payment date after the completion of
this exchange offer.

TAX CONSEQUENCES...............The exchange of the original notes for the
exchange notes should not be a taxable exchange
for United States federal income tax purposes.
See "Material federal income tax consequences."

EXCHANGE AGENT.................Wachovia Bank is serving as the exchange agent.
Its address and telephone number are provided in
this prospectus under the heading "The exchange
offer -- Exchange agent."

USE OF PROCEEDS................We will not receive any cash proceeds from this
exchange offer.

SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

The terms of the exchange notes will be essentially the same as the
original notes, except that the exchange notes will not contain language
restricting their transfer, and holders of the exchange notes generally will not
be entitled to further registration rights under the registration rights
agreement. The exchange notes will evidence the same debt as the outstanding
original notes for which they were exchanged, and the exchange notes will
replace such outstanding original notes. Both the original notes and the
exchange notes are governed by the same indenture. See the "Description of the
exchange notes" section of this prospectus for more detailed information about
the terms and conditions of the exchange notes.

ISSUER.........................Lamar Media Corp.

SECURITIES OFFERED.............$260,000,000 aggregate principal amount of 7 1/4%
Senior Subordinated Notes due 2013.

MATURITY DATE..................January 1, 2013.

INTEREST RATE..................7 1/4% per year.

INTEREST PAYMENT DATE..........July 1 and January 1 of each year, beginning on
July 1, 2003.

GUARANTEES.....................Substantially all of our existing and future
subsidiaries will unconditionally guarantee the
exchange notes. On the issue date of the exchange
notes, all of our existing subsidiaries, except
for Missouri Logos, a Partnership, will guarantee
the exchange notes.

RANKING........................The exchange notes will be our unsecured senior
subordinated obligations and will be subordinated
to all of our existing and future senior debt,
which will include indebtedness under our
existing bank credit facility, and would include
indebtedness under our new bank credit facility,
and rank equally with all of our existing and
future senior subordinated debt, including our
9 5/8% Senior Subordinated Notes due 2006 and our
8 5/8% Senior Subordinated Notes due 2007, and
rank senior to all of our existing and future
subordinated debt. The exchange notes will be
effectively subordinated to all existing and
future liabilities, including trade payables, of
our non-guarantor subsidiaries.

The guarantees by our subsidiaries will be
subordinated to existing and future senior debt
of such subsidiaries, which will include each
such subsidiary's guarantee of indebtedness under
our existing bank credit facility, and would
include each such subsidiary's guarantee of
indebtedness under our new bank credit facility.

As of September 30, 2002, the exchange notes and
the subsidiary guarantees would have been
subordinated to $992.5 million in senior debt,
excluding $319.1 million of additional borrowing
capacity available under our existing bank credit
facility.

OPTIONAL REDEMPTION............We may redeem some or all of the exchange notes
at any time on or after January 1, 2008. We may
also redeem up to 35% of the aggregate principal
amount of the exchange notes using the proceeds
from certain public equity offerings completed
before January 1, 2006. The redemption prices are
described under "Description of the exchange
notes -- Optional Redemption."

CHANGE OF CONTROL AND ASSET
SALES..........................If we or Lamar Advertising experience specific
kinds of changes of control or we sell assets
under certain circumstances, we will be required
to make an offer to purchase the exchange notes
at the prices listed in "Description of the
exchange notes -- Optional Redemption." We may
not have sufficient funds available at the time
of any change of control to effect the purchase.

CERTAIN COVENANTS..............The indenture governing the notes restricts our
ability and the ability of our restricted
subsidiaries to, among other things:

- incur additional debt and issue preferred
stock;

- make certain distributions, investments and
other restricted payments;

- create certain liens;

- enter into transactions with affiliates;

- limit the ability of restricted subsidiaries to
make payments to us;

- merge, consolidate or sell substantially all of
our assets;

- limit the ability of our subsidiaries to issue
preferred stock; and

- sell assets.

These covenants are subject to important
exceptions and qualifications, which are
described under the heading "Description of the
exchange notes" in this prospectus.

EXCHANGE OFFER; REGISTRATION
RIGHTS.........................Under a registration rights agreement with the
initial purchasers, we and the guarantors agreed
to use our reasonable best efforts to cause to
become effective a registration statement with
respect to an offer to exchange the original
notes for the exchange notes. If we are not able
to effect the exchange offer, we will use our
reasonable best efforts to file and cause to
become effective a shelf registration statement
relating to resales of the original notes. We
will be obligated to pay additional interest on
the notes if we do not complete the exchange
offer within 160 days after the issue date of the
original notes or, if required, the shelf
registration statement is not declared effective
within 160 days after the issue date of the
original notes.

RISK FACTORS

The following are certain factors that could affect our future operating
results and financial condition. These factors could cause our actual operating
results and financial condition to differ materially from our projections.

RISKS RELATED TO THE EXCHANGE NOTES AND THIS OFFERING

OUR SUBSTANTIAL INDEBTEDNESS COULD ADVERSELY AFFECT OUR BUSINESS AND PREVENT US
FROM FULFILLING OUR OBLIGATIONS UNDER THE EXCHANGE NOTES.

We have a substantial amount of indebtedness. As of September 30, 2002,
after giving effect to the offering of the original notes and the application of
the net proceeds and after giving effect to the redemption of our 9 1/4% Senior
Subordinated Notes due 2007 on October 25, 2002, we would have had approximately
$1.5 billion of debt outstanding consisting of approximately $991.3 million in
senior bank debt, $1.2 million in senior notes, $459.3 million in various series
of senior subordinated notes, and $16.7 million in various other short-term and
long-term debt. In addition, the indentures governing our notes and our existing
bank credit facility allow, and our new bank credit facility is expected to
allow, us to incur substantial additional indebtedness in the future. As of
September 30, 2002, we had $319.1 million available to borrow under our existing
bank credit facility. Our substantial indebtedness and the fact that a large
part of our cash flow from operations must be used to make principal and
interest payments on our debt may have important consequences, including:

- making it more difficult for us to satisfy our obligations with respect
to the exchange notes;

- limiting cash flow available to fund our working capital, capital
expenditures, potential acquisitions or other general corporate
requirements;

- increasing our vulnerability to general adverse economic and industry
conditions;

- limiting our ability to obtain additional financing to fund future
working capital, capital expenditures, potential acquisitions or other
general corporate requirements;

- limiting our flexibility in planning for, or reacting to, changes in our
business and industry;

- placing us at a competitive disadvantage compared to our competitors with
less indebtedness; and

- making it more difficult for us to comply with financial covenants in our
existing bank credit facility or our new bank credit facility.

WE MAY BE UNABLE TO GENERATE SUFFICIENT CASH FLOW TO SATISFY OUR SIGNIFICANT
DEBT SERVICE OBLIGATIONS.

Our ability to generate cash flow from operations to make principal and
interest payments on our debt, including the exchange notes, will depend on our
future performance, which will be affected by a range of economic, competitive
and business factors. We cannot control many of these factors, including general
economic conditions, our customers' allocation of advertising expenditures among
available media and the amount spent on advertising in general. If our
operations do not generate sufficient cash flow from operations to satisfy our
debt service obligations, we may need to borrow additional funds to make these
payments or undertake alternative financing plans, such as refinancing or
restructuring our debt, or reducing or delaying capital investments and
acquisitions. We cannot guarantee that such additional funds or alternative
financing will be available on favorable terms, if at all. Our inability to
generate sufficient cash flow from operations or obtain additional funds or
alternative financing on acceptable terms could have a material adverse effect
on our business, financial condition and results of operations.

RESTRICTIONS IN OUR AND LAMAR ADVERTISING'S DEBT AGREEMENTS REDUCE OUR OPERATING
FLEXIBILITY AND CONTAIN COVENANTS AND RESTRICTIONS THAT CREATE THE POTENTIAL FOR
DEFAULTS.

The terms of our existing bank credit facility and the indentures relating
to our outstanding notes and the indenture relating to Lamar Advertising's
outstanding notes restrict, and our new bank credit facility
6

and the indenture relating to the exchange notes will restrict, among other
things, our ability and the ability of Lamar Advertising to:

- incur or repay debt;

- dispose of assets;

- create liens;

- make investments;

- enter into affiliate transactions; and

- pay dividends.

Under our existing bank credit facility, we must maintain, and under our new
bank credit facility we expect to maintain, specified financial ratios and
levels including:

- a minimum interest coverage ratio;

- a minimum fixed charges coverage ratio;

- a maximum senior debt ratio; and

- a maximum total debt ratio.

If we fail to comply with these tests, the lenders have the right to cause
all amounts outstanding under our bank credit facility to become immediately
due. If this were to occur, and the lenders decide to exercise their right to
accelerate the indebtedness, it would create serious financial problems for us
and could lead to an event of default under the indentures governing our debt,
including the exchange notes. Any of these events could have a material adverse
effect on our business, financial condition and results of operations. Our
ability to comply with these restrictions, and any similar restrictions in
future agreements, depends on our operating performance. Because our performance
is subject to prevailing economic, financial and business conditions and other
factors that are beyond our control, we may be unable to comply with these
restrictions in the future.

YOUR RIGHT TO RECEIVE PAYMENTS ON THE EXCHANGE NOTES IS JUNIOR TO OUR EXISTING
SENIOR INDEBTEDNESS AND THE EXISTING SENIOR INDEBTEDNESS OF THE SUBSIDIARY
GUARANTORS AND POSSIBLY ALL OF OUR AND THEIR FUTURE INDEBTEDNESS.

The exchange notes and the subsidiary guarantees will be subordinated in
right of payment to the prior payment in full of our and the subsidiary
guarantors' respective current and future senior indebtedness, including our and
their obligations under our existing bank credit facility or our new bank credit
facility. As of September 30, 2002, the exchange notes were subordinated to
$991.3 million of debt under our existing bank credit facility and $1.2 million
in senior notes, and $319.1 million of senior debt were available for borrowing
under our existing bank credit facility. As a result of the subordination
provisions of the exchange notes, in the event of the bankruptcy, liquidation or
dissolution of us or any subsidiary guarantor, our assets or the assets of the
applicable subsidiary guarantor would be available to pay obligations under the
exchange notes and our other senior subordinated obligations only after all
payments had been made on our senior indebtedness or the senior indebtedness of
the applicable subsidiary guarantor. Sufficient assets may not remain after all
of these payments have been made to make any payments on the exchange notes and
our other senior subordinated obligations (which, after giving effect to the
application of the net proceeds from the offering of the original notes to
redeem our 9 5/8% Senior Subordinated Notes due 2006 and the redemption of our
9 1/4% Senior Subordinated Notes due 2007 on October 25, 2002, would have
totaled $459.3 million as of September 30, 2002), including payments of interest
when due. In addition, all payments on the exchange notes and the subsidiary
guarantees will be prohibited in the event of a payment default on our senior
indebtedness and, for limited periods, upon the occurrence of other defaults
under our existing bank credit facility.

THE EXCHANGE NOTES AND THE SUBSIDIARY GUARANTEES WILL BE EFFECTIVELY
SUBORDINATED TO ALL OF OUR AND OUR SUBSIDIARY GUARANTORS' SECURED INDEBTEDNESS
AND ALL INDEBTEDNESS AND OTHER OBLIGATIONS OF OUR NON-GUARANTOR SUBSIDIARIES.

The exchange notes will not be secured. The lenders under our existing bank
credit facility are, and our new bank credit facility will be, secured by a
pledge of our stock and the stock of all of the subsidiary guarantors. If we or
any of the subsidiary guarantors declare bankruptcy, liquidate or dissolve, or
if payment under our bank credit facility or any of our other secured
indebtedness is accelerated, our secured lenders would be entitled to exercise
the remedies available to a secured lender under applicable law and will have a
claim on those assets before the holders of the exchange notes. As a result, the
exchange notes are effectively subordinated to our and our subsidiaries' secured
indebtedness to the extent of the value of the assets securing that indebtedness
and the holders of the exchange notes would in all likelihood recover ratably
less than the lenders of our and our subsidiaries' secured indebtedness in the
event of our bankruptcy, liquidation or dissolution. As of September 30, 2002,
we had $991.3 million of secured indebtedness outstanding and $319.1 million of
additional secured indebtedness was available for borrowing under our existing
bank credit facility.

In addition, the exchange notes will be structurally subordinated to all of
the liabilities and other obligations of our subsidiaries that do not guarantee
the exchange notes. In the event of a bankruptcy, liquidation or dissolution of
any of the non-guarantor subsidiaries, holders of their indebtedness, their
trade creditors and holders of their preferred equity will generally be entitled
to payment on their claims from assets of those subsidiaries before any assets
are made available for distribution to us. However, under some circumstances,
the terms of the exchange notes will permit our non-guarantor subsidiaries to
incur additional specified indebtedness.

WE MAY NOT BE ABLE TO PURCHASE THE EXCHANGE NOTES UPON A CHANGE OF CONTROL.

Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding exchange notes at a
price equal to 101% of their principal amount plus accrued and unpaid interest,
if any, to the date of repurchase. However, it is possible that we will not have
sufficient funds at the time of the change of control to make the required
repurchase of exchange notes or that restrictions in our existing bank credit
facility or our new bank credit facility will not allow such repurchase.

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
THE GUARANTEES OF THE EXCHANGE NOTES BY OUR SUBSIDIARIES AND REQUIRE THE HOLDERS
OF THE EXCHANGE NOTES TO RETURN PAYMENTS RECEIVED FROM THE SUBSIDIARY
GUARANTORS.

Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, the subsidiary guarantees could be voided, or claims
in respect of the subsidiary guarantees could be subordinated to all other debts
of a subsidiary guarantor if, either, the subsidiary guarantee was incurred with
the intent to hinder, delay or defraud any present or future creditors of the
subsidiary guarantor or the subsidiary guarantors, at the time it incurred the
indebtedness evidenced by its subsidiary guarantee, received less than
reasonably equivalent value or fair consideration for the incurrence of such
indebtedness and the subsidiary guarantor either:

- was insolvent or rendered insolvent by reason of such incurrence;

- was engaged in a business or transaction for which such subsidiary
guarantor's remaining assets constituted unreasonably small capital; or

- intended to incur, or believed that it would incur, debts beyond its
ability to pay such debts as they mature.

If a subsidiary guarantee is voided, you will be unable to rely on the
applicable subsidiary guarantor to satisfy your claim in the event that we fail
to make one or more required payments due on the exchange notes. In addition,
any payment by such subsidiary guarantor pursuant to its subsidiary guarantee
could be
8

voided and required to be returned to such subsidiary guarantor, or to a fund
for the benefit of creditors of such subsidiary guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a subsidiary guarantor
would be considered insolvent if:

- the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets;

- the present fair saleable value of its assets were less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and
mature; or

- it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history
and other factors, we and each subsidiary guarantor believe that, after giving
effect to the indebtedness incurred in connection with this offering, no
subsidiary guarantor will be insolvent, will have unreasonably small capital for
the business in which it is engaged or will have incurred debts beyond its
ability to pay such debts as they mature. There can be no assurance, however, as
to what standard a court would apply in making such determinations or that a
court would agree with our or the subsidiary guarantors' conclusions in this
regard.

AN ACTIVE TRADING MARKET MAY NOT DEVELOP FOR THE EXCHANGE NOTES.

The exchange notes are a new issue of securities with no established
trading market and will not be listed on any securities exchange. The initial
purchasers have informed us that they currently intend to make a market in the
exchange notes. However, the initial purchasers are not obligated to do so and
may discontinue any such market making at any time without notice. The liquidity
of any market for the exchange notes will depend upon various factors,
including:

- the number of holders of the exchange notes;

- the interest of securities dealers in making a market for the exchange
notes;

- the overall market for high yield securities;

- our financial performance or prospects; and

- the prospects for companies in our industry generally.

Accordingly, we cannot assure you that a market or liquidity will develop
for the exchange notes. Historically, the market for non-investment grade debt
has been subject to disruptions that have caused substantial volatility in the
prices of securities similar to the notes. We cannot assure you that the market
for the notes, if any, will not be subject to similar disruptions. Any such
disruptions may adversely affect you as a holder of the exchange notes.

THE ORIGINAL NOTES ARE, AND WILL CONTINUE TO BE, SUBJECT TO RESTRICTIONS ON
TRANSFER, AND THE TRADING MARKET, IF ANY, FOR ORIGINAL NOTES MAY BE ADVERSELY
AFFECTED BY COMPLETION OF THIS EXCHANGE OFFER.

The original notes have not been registered under the Securities Act of
1933 or any state securities laws and therefore may not be offered, sold or
otherwise transferred except in compliance with the registration requirements of
the Securities Act of 1933 and any other applicable securities laws, or pursuant
to an exemption from those laws or in a transaction not subject to those laws.
We do not intend to register under the Securities Act of 1933 the original notes
that remain outstanding after completion of this exchange offer (subject to
applicable limited exceptions). Original notes that remain outstanding after the
completion of this exchange offer will continue to bear a legend reflecting
those restrictions on transfer, and holders of those original notes will not be
entitled to any rights to have those original notes registered

under the Securities Act of 1933 or to any similar rights under the registration
rights agreement (subject to applicable limited exceptions). To the extent that
original notes are tendered and accepted in the exchange offer, the trading
market, if any, for remaining original notes may be adversely affected.

RISKS RELATED TO OUR BUSINESS AND OPERATIONS

OUR REVENUES ARE DERIVED FROM ADVERTISING AND ADVERTISING IS PARTICULARLY
SENSITIVE TO CHANGES IN ECONOMIC CONDITIONS AND ADVERTISING TRENDS.

We sell advertising space to generate revenues. Advertising spending is
particularly sensitive to changes in general economic conditions and advertising
spending typically decreases when economic conditions are tough. A decrease in
demand for advertising space could adversely affect our business. A reduction in
money spent on our advertising displays could result from:

- a general decline in economic conditions;

- a decline in economic conditions in particular markets where we conduct
business;

- a reallocation of advertising expenditures to other available media by
significant customers; or

- a decline in the amount spent on advertising in general.

OUR OPERATIONS ARE SIGNIFICANTLY IMPACTED BY THE REGULATION OF OUTDOOR
ADVERTISING BY FEDERAL, STATE AND LOCAL GOVERNMENTS.

Our operations are significantly impacted by federal, state and local
government regulation of the outdoor advertising business.

The federal government conditions federal highway assistance on states
imposing location restrictions on the placement of billboards on primary and
interstate highways. Federal laws also impose size, spacing and other
limitations on billboards. Some states have adopted standards more restrictive
than the federal requirements. Local governments generally control billboards as
part of their zoning regulations. Some local governments have enacted ordinances
that require removal of billboards by a future date. In addition, four states
have enacted bans on billboard advertising.

Others prohibit the construction of new billboards and the reconstruction
of significantly damaged billboards, or allow new construction only to replace
existing structures.

Local laws that mandate removal of billboards at a future date often do not
provide for payment to the owner for the loss of structures that are required to
be removed. Some federal and state laws require payment of compensation in such
circumstances. Local laws that require the removal of a billboard without
compensation have been challenged in state and federal courts with conflicting
results. Accordingly, we may not be successful in negotiating acceptable
arrangements when our displays have been subject to removal under these types of
local laws.

Additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been
introduced in Congress from time to time in the past. Additional regulations or
changes in the current laws regulating and affecting outdoor advertising at the
federal, state or local level may have a material adverse effect on our results
of operations.

OUR CONTINUED GROWTH THROUGH ACQUISITIONS MAY BECOME MORE DIFFICULT AND INVOLVES
COSTS AND UNCERTAINTIES.

Historically, we have substantially increased our inventory of advertising
displays through acquisitions. Our growth strategy involves acquiring outdoor
advertising businesses and assets in markets where we

currently compete, as well as in new markets. The following factors, however,
may affect our ability to continue to pursue this strategy effectively:

- there might not be suitable acquisition candidates, particularly as a
result of the consolidation of the outdoor advertising industry, and we
may have a more difficult time negotiating acquisitions that are
favorable to us;

- we may face increased competition from other outdoor advertising
companies, which may have greater financial resources than us, for the
businesses and assets we wish to acquire, which may result in higher
prices for those businesses and assets;

- we may not have access to sufficient capital resources on acceptable
terms, if at all, to finance our acquisitions and may not be able to
obtain required consents from our lenders;

- we may be unable to effectively integrate acquired businesses and assets
with our existing operations as a result of unforeseen difficulties that
could require significant time and attention from our management that
would otherwise be directed at developing our existing business; and

- we may not realize the benefits and cost savings that we anticipate from
our acquisitions.

WE FACE COMPETITION FROM LARGER AND MORE DIVERSIFIED OUTDOOR ADVERTISERS AND
OTHER FORMS OF ADVERTISING THAT COULD HURT OUR PERFORMANCE.

We cannot be sure that in the future we will compete successfully against
the current and future forms of outdoor advertising and other media. The
competitive pressure that we face could adversely affect our profitability or
financial performance. Although we are one of the largest companies focusing
exclusively on outdoor advertising, we face competition from larger companies
with more diversified operations that also include television, radio and other
broadcast media. In addition, our diversified competitors have the opportunity
to cross-sell their different advertising products to their customers. We also
face competition from other forms of media, including newspapers, direct mail
advertising and the Internet. We must also compete with an increasing variety of
other out-of-home advertising media that include advertising displays in
shopping centers, malls, airports, stadiums, movie theaters and supermarkets,
and on taxis, trains and buses.

IF OUR CONTINGENCY PLANS RELATING TO HURRICANES FAIL, THE RESULTING LOSSES COULD
HURT OUR BUSINESS.

Although we have developed contingency plans designed to deal with the
threat posed to advertising structures by hurricanes and other natural
disasters, we cannot guarantee that these plans will work. If these plans fail,
significant losses could result.

We have determined that it is not economical to obtain insurance against
losses from hurricanes and other natural disasters. Instead, we have developed
contingency plans to deal with the threat of hurricanes. For example, we remove
the advertising faces on billboards at the onset of a storm, when possible,
which better permits the structures to withstand high winds during a storm. We
then replace these advertising faces after the storm has passed. However, these
plans may not be effective in the future and, if they are not, significant
losses may result.

OUR LOGO SIGN CONTRACTS ARE SUBJECT TO STATE AWARD AND RENEWAL.

A portion of our revenues and operating income come from our state-awarded
service contracts for logo signs. For the nine months ended September 30, 2002,
approximately 5% of our net revenues were derived from our logo sign contracts.
We cannot predict what remaining states, if any, will start logo sign programs
or convert state-run logo sign programs to privately operated programs. We
currently compete with three other logo sign providers, as well as local
companies, for state-awarded service contracts for logo signs.

Generally, state-awarded logo sign contracts have terms of five to ten
years with additional renewal periods. Some states have the right to terminate a
contract early, but in most cases must pay
11

compensation to the logo sign provider for early termination. Typically, at the
end of the term of the contract, ownership of the structures is transferred to
the state without compensation to the logo sign provider. Of our 21 logo sign
contracts in place at September 30, 2002, one was scheduled to terminate in
December 2002 but we received an extension to December 2003 and one is scheduled
to terminate in September 2003. In addition, three are subject to renewal, one
in June 2003, one in August 2003 and one in September 2003. There is no
guarantee that we will be able to obtain new logo sign contracts or renew our
existing contracts. In addition, after a new state-awarded logo contract is
received, we generally incur significant start-up costs. We cannot guarantee
that we will continue to have access to the capital necessary to finance those
costs.

OUR OPERATIONS COULD BE AFFECTED BY THE LOSS OF KEY EXECUTIVES AND OTHER
EMPLOYEES.

Our success depends to a significant extent upon the continued services of
our executive officers and other key management and sales personnel. Although we
have designed our incentive and compensation programs to retain key employees,
we have no employment contracts with any employees and none of our executive
officers have signed non-compete agreements. We do not maintain key man life
insurance on our executives. If any of our executive officers or other key
management or sales personnel stopped working with us in the future, it could
have an adverse effect on our business.

WE ARE SUBJECT TO LEGAL PROCEEDINGS THAT, IF DETERMINED ADVERSELY TO US, COULD
ADVERSELY AFFECT OUR FINANCIAL RESULTS.

We are continually subject to legal proceedings and lawsuits that arise in
the ordinary course of our business. The damages that may be claimed in these
legal proceedings could be substantial, including claims for punitive or
extraordinary damages. It is possible that, if the outcomes of these legal
proceedings are not favorable to us, it could adversely affect our future
financial results. In addition, our results of operations, financial condition
or liquidity may be adversely affected if in the future our insurance coverage
proves to be inadequate or unavailable or there is an increase in liabilities
for which we self-insure.

WE ARE A WHOLLY-OWNED SUBSIDIARY OF LAMAR ADVERTISING, WHICH IS CONTROLLED BY
CERTAIN SIGNIFICANT STOCKHOLDERS WHO ARE ABLE TO CONTROL THE OUTCOME OF ALL
MATTERS SUBMITTED TO ITS STOCKHOLDERS FOR APPROVAL AND WHOSE INTEREST IN LAMAR
ADVERTISING AND US MAY BE DIFFERENT THAN YOURS.

Certain members of the Reilly family, including Kevin P. Reilly, Jr., our
president and chief executive officer, as of September 30, 2002, own in the
aggregate approximately 16% of Lamar Advertising's common stock, assuming the
conversion of all Class B common stock to Class A common stock. This represents
66% of Lamar Advertising's outstanding voting stock. By virtue of such stock
ownership, such persons have the power to:

- elect Lamar Advertising's and our entire board of directors;

- control Lamar Advertising's and our management and policies; and

- determine the outcome of any corporate transaction or other matters
required to be submitted to Lamar Advertising's stockholders for
approval, including the amendment of its certificate of incorporation,
mergers, consolidation and the sale of all or substantially all of its or
our assets.

As their interests in Lamar Advertising and us may be different from your
interests, the foregoing stockholders may exercise their control over us through
their control over Lamar Advertising in a manner detrimental to your interests.

STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. These are statements that

relate to future periods and include statements regarding our anticipated
performance. In addition, the outcome of pending motions or appeals, if any,
related to litigation discussed herein is unknown.

Generally, the words anticipates, believes, expects, intends, estimates,
projects, plans and similar expressions identify forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause our actual results, performance or
achievements or industry results, to differ materially from any future results,
performance or achievements expressed or implied by these forward-looking
statements. These risks, uncertainties and other important factors are described
in this prospectus, including under "Risk factors" and include, among others:

- the performance of the U.S. economy generally and the level of
expenditures on advertising, including, in particular, outdoor
advertising;

- our ability to renew expiring and negotiate new contracts at favorable
rates;

- our ability to fully utilize our outdoor advertising capacity;

- the integration of businesses that we acquire and our ability to
recognize cost savings or operating efficiencies as a result of these
acquisitions;

- risks and uncertainties relating to our significant indebtedness,
including the completion of the refinancing of our bank credit facility;

- our need for and ability to obtain additional funding for acquisitions or
operations; and

- the regulation of the outdoor advertising industry by federal, state and
local governments and the impact thereon by environmental or other
lobbying groups.

Although we believe that the statements contained in this prospectus are
based upon reasonable assumptions, we can give no assurance that our goals will
be achieved. Given these uncertainties, prospective investors are cautioned not
to place undue reliance on these forward-looking statements. These
forward-looking statements are made as of the date of this prospectus. We assume
no obligation to update or revise them or provide reasons why actual results may
differ.

USE OF PROCEEDS

This exchange offer is intended to satisfy some of our obligations under
the registration rights agreement. We will not receive any cash proceeds from
the issuance of the exchange notes in this exchange offer. In exchange for
issuing the exchange notes as described in this prospectus, we will receive an
equal principal amount of original notes, which will be canceled.

The net proceeds from the issuance and sale of the original notes, together
with additional cash, will be used to redeem all of the outstanding $255 million
principal amount of our 9 5/8% Senior Subordinated Notes due 2006 plus accrued
interest thereon to the date of redemption and the applicable redemption
premium, pursuant to the irrevocable redemption procedures described below. Our
9 5/8% Senior Subordinated Notes due 2006 bear interest at a rate of 9 5/8% per
year and have a maturity date of December 1, 2006. On December 23, 2002 (the
date of issuance of the original notes), we called for full redemption on
January 22, 2003 of our 9 5/8% Senior Subordinated Notes due 2006 and gave their
trustee irrevocable instructions to redeem them at a redemption price equal to
103.208% of the aggregate principal amount thereof plus accrued interest to the
redemption date of approximately $3.5 million. The total redemption price of
approximately $266.7 million was deposited with the trustee, solely for the
benefit of the holders of our 9 5/8% Senior Subordinated Notes due 2006, and
will be used to redeem the notes on January 22, 2003.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and our
capitalization at September 30, 2002 on an actual basis and on an as adjusted
basis after giving effect to the redemption of our 9 1/4% Senior Subordinated
Notes due 2007 on October 25, 2002 and the offering of the original notes and
the application of the net proceeds to redeem our outstanding 9 5/8% Senior
Subordinated Notes due 2006. You should read this table in conjunction with the
information under the headings "Use of proceeds," "Selected historical
consolidated financial data," "Management's discussion and analysis of financial
condition and results of operations" and our unaudited consolidated financial
statements and the related notes, each included elsewhere in this prospectus.

<Table>
<Caption>
AS OF SEPTEMBER 30, 2002
------------------------
ACTUAL AS ADJUSTED
---------- -----------
(DOLLARS IN THOUSANDS)

Cash and cash equivalents(1)................................ $ 58,646 --
---------- ---------
Current maturities of long-term debt(2)(3).................. 114,244 114,244
---------- ---------
Long-term debt, less current maturities:
Bank Credit Facility(2)................................... 881,250 881,250
8 5/8% Senior Subordinated Notes due 2007................. 199,329 199,329
9 1/4% Senior Subordinated Notes due 2007(1).............. 74,073 --
9 5/8% Senior Subordinated Notes due 2006(4).............. 255,000 --
7 1/4% Senior Subordinated Notes due 2013................. -- 260,000
8% Subordinated Notes due 2003............................ 5,833 5,833
Other long-term debt...................................... 7,712 7,712
---------- ---------
Total long-term debt, less current maturities.......... 1,423,197 1,354,124
Stockholder's equity:
Common stock, $0.01 par value, authorized 3,000 shares;
100 shares issued and outstanding...................... -- --
Additional paid-in capital................................ 2,281,803 2,281,803
Accumulated deficit(5).................................... (290,165) (300,729)
Total stockholder's equity.................................. 1,991,638 1,981,074
---------- ---------
Total capitalization........................................ 3,529,079 3,449,442
========== =========
</Table>

- ---------------

(1) On October 25, 2002, we redeemed our 9 1/4% Senior Subordinated Notes due
2007 with cash on hand at September 30, 2002 and additional cash generated
between September 30, 2002 and October 25, 2002.

(2) As of September 30, 2002, we had $768.8 million outstanding under the term
facility, $222.5 million outstanding under the incremental facility and had
$319.1 million available for borrowing under the revolving bank credit
facility. We expect our new bank credit facility will be comprised of a $250
million revolving facility and a $1 billion term facility.

(3) Includes $1.2 million of outstanding 11% Senior Notes due 2003.

(4) On January 22, 2003, we will redeem our 9 5/8% Senior Subordinated Notes due
2006 with the net proceeds of the offering of the original notes, together
with additional cash at an aggregate redemption price of $266.7 million,
which was deposited with the trustee for the 9 5/8% Senior Subordinated
Notes due 2006 on December 23, 2002.

(5) As adjusted accumulated deficit reflects a charge to earnings in connection
with the redemption premium paid and write off of debt issuance costs for
the redemption of our 9 1/4% Senior Subordinated Notes due 2007 and for the
redemption of the 9 5/8% Senior Subordinated Notes due 2006.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

In the following table, we provide you with our selected consolidated
historical information and other operating data for the nine months ended
September 30, 2002 and 2001, and the five years ended December 31, 2001, 2000,
1999, 1998 and 1997. We have prepared this information from audited financial
statements for the years ended December 31, 2001 through December 31, 1997 and
from unaudited financial statements for the nine months ended September 30, 2002
and September 30, 2001.

In our opinion, the information for the nine months ended September 30,
2002 and September 30, 2001 reflects all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the results of operations and
financial condition. Results from interim periods should not be considered
indicative of results for any other periods or for the year. This information is
only a summary. You should read it in conjunction with our historical financial
statements and related notes included in this prospectus, as well as
"Management's discussion and analysis of financial condition and results of
operations."

<Table>
<Caption>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- ------------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
-------- -------- --------- --------- -------- -------- --------
(UNAUDITED)
(DOLLARS IN THOUSANDS)

STATEMENT OF OPERATIONS
DATA:
Net revenues............... $580,985 $550,440 $ 729,050 $ 687,319 $444,135 $288,588 $201,062
Operating expenses:
Direct advertising
expenses............... 205,544 187,444 251,483 217,465 143,090 92,849 63,390
General and
administrative
expenses............... 122,738 111,502 150,786 137,292 94,264 60,935 45,368
Depreciation and
amortization........... 204,332 260,920 351,754 315,465 176,233 88,791 48,317
Gain on disposition of
assets................. (203) (708) (923) (986) (5,481) (1,152) (15)
-------- -------- --------- --------- -------- -------- --------
Total operating
expenses............. 532,411 559,158 753,100 669,236 408,106 241,423 157,060
-------- -------- --------- --------- -------- -------- --------
Operating income (loss).... 48,574 (8,718) (24,050) 18,083 36,029 47,165 44,002
-------- -------- --------- --------- -------- -------- --------
Interest expense, net...... 69,104 88,576 112,386 145,892 88,198 59,246 36,507
Earnings (loss) before
income taxes,
extraordinary item and
cumulative effect of
change in accounting
principle................ (20,530) (97,294) (136,436) (127,809) (52,169) (12,081) 7,495
Income tax expense
(benefit)................ (6,596) (26,238) (38,870) (35,879) (9,232) (191) 4,654
Net earnings (loss)........ (13,934) (71,056) (97,566) (91,930) (43,886) (11,890) 2,841
OTHER DATA:
EBITDA(1).................. $252,703 $251,494 $ 326,781 $ 332,562 $206,781 $134,804 $ 92,304
EBITDA margin(2)........... 43% 46% 45% 48% 47% 47% 46%
Ratio of earnings to fixed
charges(3)............... 0.80x 0.19x 0.12x 0.30x 0.52x 0.83x 1.15x
Cash flows from operating
activities............... $165,920 $119,322 $ 198,702 $ 177,962 $100,436 $ 72,498 $ 45,783
Cash flows used in
investing activities..... 128,931 328,488 378,538 431,435 948,516 535,217 370,228
Cash flows from financing
activities............... 8,772 142,841 120,381 317,412 727,884 584,070 250,684
</Table>

<Table>
<Caption>
AS OF AS OF DECEMBER 31,
SEPTEMBER 30, ------------------------------------------------------------
2002 2001 2000 1999 1998 1997
------------- ---------- ---------- ---------- ---------- --------
(UNAUDITED)
(DOLLARS IN THOUSANDS)

BALANCE SHEET DATA: (AS OF END
OF PERIOD)
Cash and cash equivalents...... $ 58,646 $ 12,885 $ 72,340 $ 8,401 $ 128,597 $ 7,246
Working capital................ 59,047 40,205 79,596 54,705 94,221 18,662
Total assets................... 3,712,662 3,649,164 3,621,715 3,195,029 1,413,377 651,336
Long term debt (including
current maturities).......... 1,537,441 1,524,085 1,738,280 1,615,781 876,532 539,200
Total long term liabilities.... 1,559,826 1,592,491 1,821,457 1,731,074 857,760 551,865
Stockholder's equity........... 1,991,638 1,946,086 1,676,756 1,382,871 466,779 68,713
</Table>

- ---------------

(1) EBITDA is defined as operating income (loss) before depreciation and
amortization and gain or loss on disposition of assets. EBITDA represents a
measure that we believe is customarily used to evaluate the financial
performance of companies in the media industry. However, EBITDA is not a
measure of financial performance under accounting principles generally
accepted in the United States of America and should not be considered an
alternative to operating income or net earnings as an indicator of our
operating performance or to net cash provided by operating activities as a
measure of its liquidity. Because EBITDA is not calculated identically by
all companies, the presentation in this prospectus may not be comparable to
those disclosed by other companies. In addition, the definition of EBITDA
differs from the definition of EBITDA applicable to the covenants for the
notes.

Below is a table that reconciles EBITDA to operating income (loss):

<Table>
<Caption>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- ---------------------------------------------------
2002 2001 2001 2000 1999 1998 1997
-------- -------- -------- -------- -------- -------- -------
(UNAUDITED)
(DOLLARS IN THOUSANDS)

Operating income
(loss)............. $ 48,574 $ (8,718) $(24,050) $ 18,083 $ 36,029 $ 47,165 $44,002
Depreciation and
amortization....... 204,332 260,920 351,754 315,465 176,233 88,791 48,317
Gain on disposition
of assets.......... (203) (708) (923) (986) (5,481) (1,152) (15)
-------- -------- -------- -------- -------- -------- -------
EBITDA............... $252,703 $251,494 $326,781 $332,562 $206,781 $134,804 $92,304
</Table>

(2) EBITDA margin is defined as EBITDA divided by net revenues.

(3) The ratio of earnings to fixed charges is defined as earnings divided by
fixed charges. For purposes of this ratio, earnings is defined as net
earnings (loss) before income taxes and fixed charges. Fixed charges is
defined as the sum of interest expense, preferred stock dividends and the
component of rental expense that we believe to be representative of the
interest factor for those amounts. For the nine months ended September 30,
2002 and 2001, and the years ended December 31, 2001, 2000, 1999 and 1998,
earnings were insufficient to cover fixed charges by $20.5 million, $97.3
million, $136.4 million, $127.8 million, $53.4 million and $12.4 million,
respectively.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management's discussion and analysis of financial condition
and results of operations contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of the factors
described in the section entitled "Risk Factors" and elsewhere in this
prospectus.

OVERVIEW

Our net revenues, which represent gross revenues less commissions paid to
advertising agencies that contract for the use of advertising displays on behalf
of advertisers, are derived primarily from the sale of advertising on outdoor
advertising displays that we own and operate.

We have grown significantly during the last three years, primarily as the
result of (i) acquisitions of outdoor advertising businesses and structures,
(ii) internal growth in our existing outdoor advertising business, and (iii) the
expansion of our logo sign business. Our net revenues increased by $284.9
million from $444.1 million for the year ended December 31, 1999 to $729.0
million for the year ended December 31, 2001, representing a compound annual
growth rate of approximately 28%. During the same period, EBITDA increased
$120.0 million from $206.8 million for the year ended December 31, 1999 to
$326.8 million for the year ended December 31, 2001, representing a compound
annual growth rate of approximately 26%. Our net revenues increased by $30.6
million, or 6%, from $550.4 million for the nine months ended September 30, 2001
to $581.0 million for the nine months ended September 30, 2002. During the same
period, EBITDA increased $1.2 million, or 0.5%, from $251.5 million for the nine
months ended September 30, 2001 to $252.7 million for the nine months ended
September 30, 2002.

We plan to continue a strategy of expanding through both internal growth
and acquisitions. As a result of acquisitions, the operating performance of
individual markets and the business as a whole are not necessarily comparable on
a year-to-year basis. All recent acquisitions have been accounted for using the
purchase method of accounting and, consequently, operating results from acquired
operations are included from the respective dates of those acquisitions.

Since January 1, 2001, we have increased the number of outdoor advertising
displays we operate by approximately 12% by completing over 165 strategic
acquisitions of outdoor advertising and transit assets for an aggregate purchase
price of approximately $460 million, which included the issuance of 2,130,464
shares of Lamar Advertising's Class A common stock valued at the time of
issuance at approximately $85.1 million. We have financed our recent
acquisitions and intend to finance future acquisition activity from available
cash, borrowings under our existing bank credit agreement and the issuance of
the Class A common stock of Lamar Advertising. See "Liquidity and capital
resources" below.

We rely on sales of advertising space for revenues, and our operating
results are therefore affected by general economic conditions, as well as trends
in the advertising industry.

The growth of our business requires significant expenditures for
maintenance and capitalized costs associated with new billboard displays, logo
sign and transit contracts, and the purchases of real estate and

operating equipment. The following table presents a breakdown of capitalized
expenditures for the nine months ended September 30, 2002 and 2001, and the
years ended December 31, 2001, 2000 and 1999:

<Table>
<Caption>
NINE MONTHS ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
----------------- ---------------------------
2002 2001 2001 2000 1999
------- ------- ------- ------- -------
(UNAUDITED)
(DOLLARS IN THOUSANDS)

Billboard............................ $32,798 $36,398 $53,486 $46,412 $51,724
Logos................................ 3,900 4,445 8,222 10,595 11,270
Transit.............................. 3,335 4,610 6,447 5,225 1,015
Land and buildings................... 11,600 9,128 10,115 9,824 5,850
Operating equipment.................. 5,305 5,377 7,050 6,248 7,327
------- ------- ------- ------- -------
Total capital expenditures........... $56,938 $59,958 $85,320 $78,304 $77,186
======= ======= ======= ======= =======
</Table>

CRITICAL ACCOUNTING POLICIES

In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies," we believe the following
critical accounting policies effect our significant judgments and estimates used
in the preparation of our consolidated financial statements:

Revenue Recognition. As discussed in note 1 of the Notes to the
Financial Statements, we recognize revenues as advertising services are
provided. Advertising revenue is recorded net of agency commissions.

Intangible Assets. We have significant intangible assets recorded on
our balance sheet. Intangible assets primarily represent goodwill, site
locations and customer relationships associated with our acquisitions. Site
locations and customer relationships are amortized using the straight-line
method over their estimated lives ranging from five to fifteen years.
Goodwill represents the excess of the cost of acquired businesses over the
fair market value of their identifiable net assets. Effective January 1,
2002, we adopted SFAS No. 142 "Goodwill and Other Intangible Assets." The
effect was to eliminate the amortization expense for goodwill. As of
December 31, 2001, we had net unamortized goodwill of $1,138 million and
the adoption of SFAS No. 142 will decrease amortization expense for this
goodwill beginning in 2002 by approximately $91 million annually.

Accounting Estimates. We are required to make estimates and
assumptions that affect the reported amounts of assets, liabilities,
revenues, expenses and related disclosure of contingent liabilities. We
base our estimates on historical experience, reasonable assumptions and
where applicable, established valuation techniques. Specifically, we have
made critical estimates in the following areas:

- Allowance for Doubtful Accounts. We maintain allowances for doubtful
accounts based on the payment patterns of our customers. We analyze
historical results, the economic environment, changes in the credit
worthiness of our customers, and other relevant factors in determining
the adequacy of our allowance.

- Long-Lived Asset Recovery. Long-lived assets, consisting primarily of
property, plant and equipment and intangibles comprise a significant
portion of our total assets. Long-lived assets, including goodwill and
intangibles are reviewed for impairment whenever events or changes in
circumstances have indicated that their carrying amounts may not be
recoverable. Recoverability of assets is measured by a comparison of
the carrying amount of an asset to future net cash flows expected to
be generated by that asset. The cash flow projections are based on
historical experience, our view of growth rates within the industry
and the anticipated future economic environment. Cash flow models are
also used to calculate intangible asset values from acquisition
activity.

- Deferred Taxes. As of December 31, 2001, we have made the
determination that our deferred tax assets, the primary component of
which is our net operating loss carryforward, are fully realizable due
to the existence of certain deferred tax liabilities that are
anticipated to reverse during the carryforward period. Accordingly, we
have not recorded a valuation allowance to reduce our deferred tax
assets. Should we determine that it would not be able to realize all
or part of our net deferred tax assets in the future, an adjustment to
the deferred tax asset would be charged to income in the period such
determination was made.

RESULTS OF OPERATIONS

The following table presents certain statements of operations data as a
percentage of net revenues for the nine months ended September 2002 and 2001,
and the years ended December 31, 2001, 2000 and 1999:

<Table>
<Caption>
NINE MONTHS
ENDED
SEPTEMBER 30, YEARS ENDED DECEMBER 31,
------------- ------------------------
2002 2001 2001 2000 1999
----- ----- ------ ------ ------
(UNAUDITED)

Net revenues................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Direct advertising expenses.................. 35.4 34.1 34.5 31.6 32.2
General and administrative expenses.......... 21.1 20.3 20.7 20.0 21.2
Depreciation and amortization................ 35.2 47.4 48.2 45.9 39.7
Operating (loss) income........................ 8.4 (1.6) (3.3) 2.6 8.1
Interest expense............................... 12.0 16.2 15.5 21.5 20.2
Net loss....................................... (2.4) (12.9) (13.4) (13.4) (9.9)
EBITDA......................................... 43.5 45.7 44.8 48.4 46.6
</Table>

EBITDA is defined as operating income (loss) before depreciation and
amortization and gain or loss on disposition of assets. EBITDA represents a
measure that we believe is customarily used to evaluate the financial
performance of companies in the media industry. However, EBITDA is not a measure
of financial performance under accounting principles generally accepted in the
United States of America and should not be considered an alternative to
operating income or net earnings as an indicator of our operating performance or
to net cash provided by operating activities as a measure of its liquidity.
Because EBITDA is not calculated identically by all companies, the presentation
in this prospectus may not be comparable to those disclosed by other companies.
In addition, the definition of EBITDA differs from the definition of EBITDA
applicable to the covenants for the exchange notes.

Below is a table that reconciles EBITDA to operating income (loss):

<Table>
<Caption>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
------------------- ------------------------------
2002 2001 2001 2000 1999
-------- -------- -------- -------- --------
(UNAUDITED)
(DOLLARS IN THOUSANDS)

Operating income (loss)......... $ 48,574 $ (8,718) $(24,050) $ 18,083 $ 36,029
Depreciation and amortization... 204,332 260,920 351,754 315,465 176,233
Gain on disposition of assets... (203) (708) (923) (986) (5,481)
-------- -------- -------- -------- --------
EBITDA.......................... $252,703 $251,494 $326,781 $332,562 $206,781
</Table>

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

Net revenues increased $30.6 million, or 5.5%, to $581.0 million for the
nine months ended September 30, 2002 as compared to the same period in 2001.
This increase was attributable to an increase

in billboard net revenues of $24.8 million, or 4.8%, a $2.1 million increase in
logo sign revenue, or 8.1%, and a $2.7 million increase in transit revenue,
which represents a 78.4% increase over the prior year.

Operating expenses, exclusive of depreciation and amortization and gain or
loss on sale of assets, increased $29.3 million, or 9.8%, for the nine months
ended September 30, 2002 as compared to the same period in 2001. This was
primarily the result of additional operating expenses related to the operations
of acquired outdoor advertising assets. Included in operating expenses for the
nine months ended September 30, 2002 is a charge of $2.3 million related to a
jury verdict rendered in August 2002 against us for compensatory and punitive
damages. In October 2002, we filed a motion seeking the elimination or reduction
of the punitive damages portion of the award, which was $2.2 million. As of the
date of this prospectus, the court has not ruled on our motion. If the ruling is
adverse to us, we intend to appeal.

EBITDA increased $1.2 million to $252.7 million for the nine months ended
September 30, 2002 from $251.5 million for the same period in 2001. For the nine
months ended September 30, 2002, same store net revenue increased 1.3% and same
store billboard cash flow decreased 1.6% as compared to the same period in 2001.
We define same store as outdoor markets that we owned and operated for twelve
months or longer.

Depreciation and amortization expense decreased $56.6 million, or 21.7%,
from $260.9 million for the nine months ended September 30, 2001 to $204.3
million for the nine months ended September 30, 2002 as a result of our adoption
of SFAS No. 142 "Goodwill and Other Intangible Assets," which eliminated the
amortization expense for goodwill.

Due to the above factors, operating income increased $57.3 million to $48.6
million for nine months ended September 30, 2002 compared to an operating loss
of $8.7 million for the same period in 2001.

Interest expense decreased $19.2 million from $89.1 million for the nine
months ended September 30, 2001 to $69.9 million for the same period in 2002 as
a result of lower interest rates for the nine months ended September 30, 2002 as
compared to the same period in 2001.

There was an income tax benefit of $6.6 million for the nine months ended
September 30, 2002 as compared to an income tax benefit of $26.2 million for the
same period in 2001. This change is primarily due to the increase in income
before income taxes as a result of our adoption of SFAS No. 142. The effective
tax rate for the nine months ended September 30, 2002 was approximately 32.1%.

As a result of the above factors, we recognized a net loss for the nine
months ended September 30, 2002 of $13.9 million, as compared to a net loss of
$71.1 million for the same period in 2001.

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

Net revenues increased $41.7 million, or 6.1%, to $729.0 million for the
year ended December 31, 2001 from $687.3 million for the same period in 2000.
This increase was predominantly attributable to (i) an increase in billboard net
revenues of $43.4 million, or 6.7%, which was generated by acquisitions during
2001 and 2000, and (ii) a $2.7 million increase in logo sign revenue, which
represents a 8.2% increase over the prior year, and (iii) offset by a $2.6
million decrease in transit revenue.

Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $47.5 million, or 13.4%, to $402.3 million for
the year ended December 31, 2001 from $354.8 million for the same period in
2000. This increase is primarily due to additional operating expenses associated
with acquisitions made in 2001 and 2000 and increases in personnel, sign site
rent, materials and overhead.

EBITDA decreased $5.8 million, or 2%, to $326.8 million for the year ended
December 2001 from $332.6 million for the same period in 2000. For year 2001
same store net revenue and EBITDA declined 1.8% and 8.2%, respectively, over
year 2000 results. The decline in same store net revenue and EBITDA was due
primarily to adverse economic conditions in 2001. Advertisers spent less for
product promotion during 2001 which resulted in fewer billboard units being sold
over the previous year.

Depreciation and amortization expense increased $36.3 million, or 11.5%,
from $315.5 million for the year ended December 31, 2000 to $351.8 million for
the year ended December 31, 2001 primarily as a result of an increase in capital
assets resulting from our recent acquisition activity.

Due to the above factors, operating income decreased $42.1 million, or
232.6%, from $18.1 million for the year ended December 31, 2000 to a $24.0
million operating loss for the year ended December 31, 2001.

Interest expense decreased $34.6 million from $147.6 million for the year
ended December 31, 2000 to $113.0 million for the year ended December 31, 2001
as a result of declining interest rates for the twelve months ending December
31, 2001 over the same period in 2000.

The decrease in operating income offset by the decrease in interest expense
described above resulted in an $8.6 million increase in loss before income
taxes, extraordinary item and cumulative effect of a change in accounting
principle.

The increase in loss before income taxes, resulted in an increase in the
income tax benefit of $3.0 million for the year ended December 31, 2001 over the
same period in 2000. The effective tax rate for the year ended December 31, 2001
is 28.4% which is less than the statutory rates due to the permanent differences
resulting from nondeductible amortization of goodwill.

As a result of the foregoing factors, we recognized a net loss for the year
ended December 31, 2001 of $97.6 million, as compared to a net loss of $91.9
million for the same period in 2000.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

Net revenues increased $243.2 million, or 54.8%, to $687.3 million for the
year ended December 31, 2000 from $444.1 million for the same period in 1999.
This increase was predominantly attributable to (i) an increase in billboard net
revenues of $234.7 million, or 56.9%, which was attributable to our acquisitions
during 2000 and 1999 and internal growth within our previously existing markets,
and (ii) a $4.6 million increase in logo sign revenue, which represents a 16.5%
increase over the prior year. The increase in logo sign revenue was due to the
completion of development of the new logo sign contracts awarded in 2000 and
1999 and the continued expansion of our existing logo sign contracts.

Operating expenses, exclusive of depreciation and amortization and gain on
disposition of assets, increased $117.4 million, or 49.5%, to $354.8 million for
the year ended December 31, 2000 from $237.4 million for the same period in
1999. This increase was the result of (i) an increase in personnel costs, sign
site rent and other costs related to the increase in revenue and (ii) additional
operating expenses related to our recent acquisitions and the continued
development of the logo sign business.

EBITDA increased $125.8 million, or 61%, to $332.6 million for the year
ended December 31, 2000 from $206.8 million for the same period in 1999. For
year 2000 same store net revenue and EBITDA increased 9.0% and 14.0%,
respectively, over year 1999 results. This increase was primarily due to strong
local advertising demand for our billboard inventory.

Depreciation and amortization expense increased $139.3 million, or 79.0%,
from $176.2 million for the year ended December 31, 1999 to $315.5 million for
the year ended December 31, 2000 primarily as a result of an increase in capital
assets resulting from our recent acquisition activity.

Due to the above factors, operating income decreased $17.9 million, or
49.7%, from $36.0 million for the year ended December 31, 1999 to $18.1 million
for the year ended December 31, 2000.

Interest expense increased $58.0 million from $89.6 million for the year
ended December 31, 1999 to $147.6 million for the year ended December 31, 2000
as a result of interest expense on our obligation to Lamar Advertising and
greater amounts outstanding under our existing bank credit agreement to finance
recent acquisitions.

The decrease in operating income and the increase in interest expense
described above resulted in a $75.6 million increase in loss before income
taxes, extraordinary item and cumulative effect of a change in accounting
principle.

The increase in loss before income taxes, resulted in an increase in the
income tax benefit of $26.6 million for the year ended December 31, 2000 over
the same period in 1999.

As a result of the foregoing factors, we recognized a net loss for the year
ended December 31, 2000 of $91.9 million, as compared to a net loss of $43.9
million for the same period in 1999.

LIQUIDITY AND CAPITAL RESOURCES

We have historically satisfied our working capital requirements with cash
from operations and revolving credit borrowings. Our acquisitions have been
financed primarily with funds borrowed under our existing bank credit facility
and issuance of Lamar Advertising's Class A common stock and debt securities.

NINE MONTHS ENDED SEPTEMBER 30, 2002

Our net cash provided by operating activities increased $46.6 million to
$165.9 million for the nine months ended September 30, 2002 from $119.3 million
for the same period in 2001. This increase was due primarily to a decrease in
net loss of $57.1 million, an increase in cash provided from accounts receivable
of $7.7 million and accrued expenses of $19.6 million. These changes were offset
primarily by an increase in other assets of $1.6 million, an increase in prepaid
expenses of $1.6 million, a decrease in accounts payable of $5.3 million and a
decrease in non-cash items of $30.2 million. The decrease in non-cash items
includes a decrease in depreciation and amortization of $56.6 million, offset by
a decrease in the deferred income tax benefit of $25.0 million and an increase
in the provision for doubtful accounts of $0.9 million. Net cash used in
investing activities decreased $199.6 million from $328.5 million for the nine
months ended September 30, 2001 to $128.9 million for the same period in 2002.
This decrease was due to a $198.4 million decrease in acquisition activity
compared to acquisition expenditures for the nine months ended September 30,
2001. Net cash provided by financing activities for the nine months ended
September 30, 2002 is $8.8 million primarily due to $60.0 million in net
borrowings under our existing bank credit facility offset by $50.2 million in
scheduled principal debt payments.

During the nine months ended September 30, 2002, we financed the cash
portion of our acquisition activity of approximately $74.0 million with excess
cash on hand. On January 11, 2002 we activated $200 million in new borrowings
under the incremental facility of our existing bank credit agreement. The
proceeds were used to reduce the balance of the revolving bank credit facility
balance by $160 million and approximately $10 million was used for operations
resulting in excess cash on hand of $30 million. Also on January 30, 2002,
JPMorgan Chase Bank issued a standby letter of credit of approximately $3.2
million to benefit American Casualty Insurance Company, the provider of our
general liability and workman's compensation coverage. This issuance reduces our
availability under our revolving bank credit facility. On March 31, 2002, in
accordance with our existing bank credit agreement, required quarterly principal
payments of $15.75 million were made and commitments under the existing
revolving bank credit facility were reduced by $8.75 million per quarter. As of
September 30, 2002 we had $319.1 million available under the revolving credit
facility.

YEAR ENDED DECEMBER 31, 2001

Our net cash provided by operating activities increased to $198.7 million
in fiscal 2001 due primarily to an increase in non-cash items of $34.3 million,
which includes an increase in depreciation and amortization of $36.3 million
offset by an increase in deferred tax benefit of $3.8 million and an increase in
the provision for doubtful accounts of $1.8 million as a result of an increase
in bad debt expense of the same amount. There was also an increase in net loss
of $5.6 million, a decrease in receivables of $4.0 million, which represents a
6.1% increase while actual net revenues increased $41.7 million, or 6%, as
compared to the prior period. In addition, there was a decrease in other assets
of $1.7 million, an increase
22

in trade accounts payable of $1.7 million, a decrease in accrued expenses of
$12.7 million primarily due to the $5.0 million reduction in bonuses paid to
management in 2001, and an increase in deferred income of $0.8 million. Net cash
used in investing activities decreased $52.9 million from $431.4 million in 2000
to $378.5 million in 2001 primarily due to the decrease in our merger and
acquisition activity in the second half of 2001 that was caused by the worsening
economy and the September 11 attacks. There was also a $7.0 million increase in
capital expenditures, offset by an increase in proceeds from the sale of
property and equipment of $2.1 million. Net cash provided by financing
activities decreased $197.0 million in fiscal 2001 due to a $152.2 million
decrease in contribution from Lamar Advertising offset by a $16 million increase
in borrowings from credit agreements. There was also a $61.7 million increase in
principal payments of long-term debt due primarily to the principal payments
required under our existing bank credit facility.

During the year ended December 31, 2001, we financed our acquisition
activity of approximately $298.1 million with borrowings of $140 million under
our existing bank credit facility, contributions of stock with a value of $48
million and cash from Lamar Advertising. The first principal payments of
approximately $61.5 million under our existing bank credit facility became due
during the second half of 2001. Amortization of principal continues in 2002 and
until 2006 when the facility is fully repaid. At December 31, 2001, we had $210
million available under the revolving bank credit facility.

In the future we have principal reduction obligations and revolver
commitment reductions under our existing bank credit agreement. In addition we
have fixed commercial commitments. These commitments are detailed as follows:

<Table>
<Caption>
PAYMENTS DUE BY PERIOD
------------------------------------
BALANCE AT LESS
SEPTEMBER 30, THAN 1 1-3 4-5 AFTER 5
CONTRACTUAL OBLIGATIONS 2002 YEAR YEARS YEARS YEARS
- ----------------------- ------------- ------ ------ -------- -------
(DOLLARS IN MILLIONS)

Long-term debt...................... $1,537.4 $114.2 $325.2 $1,096.9 $ 1.1
Billboard site and building
leases............................ 809.5 95.1 168.7 126.5 419.2
-------- ------ ------ -------- ------
Total payments due.................. $2,346.9 $209.3 $493.9 $1,223.4 $420.3
</Table>

<Table>
<Caption>
AMOUNT OF COMMITMENT
EXPIRATION PER PERIOD
---------------------------------
TOTAL AMOUNT LESS
COMMITTED AT THAN 1 1-3 4-5 AFTER 5
OTHER COMMERCIAL COMMITMENTS SEPTEMBER 30, 2002 YEAR YEARS YEARS YEARS
- ---------------------------- ------------------ ------ ------ ----- -------
(DOLLARS IN MILLIONS)

Existing revolving bank
facility(1)........................ $323.8 $35.0 $205.7 $83.1 --
Standby letters of credit............ 4.7 0.3 -- 4.4 --
</Table>

- ---------------

(1) We had no outstanding balance at September 30, 2002.

We are in the process of replacing our existing bank credit facility. We
expect the new bank credit facility will be comprised of a $250 million
revolving bank credit facility and a $1 billion term facility. We expect that
the new bank credit facility will be completed in the first quarter of 2003.

On September 25, 2002, we called for full redemption on October 25, 2002 of
our outstanding 9 1/4% Senior Subordinated Notes due 2007 in aggregate principal
amount of approximately $74.1 million for a redemption price equal to 104.625%
of the principal amount thereof plus accrued interest to the redemption date of
approximately $1.3 million. We called the 9 1/4% Senior Subordinated Notes due
2007 pursuant to the optional redemption provisions of the 9 1/4% Senior
Subordinated Notes due 2007 and the related indenture applicable to optional
redemptions. We used cash on hand to redeem the 9 1/4% Senior Subordinated Notes
due 2007. In the fourth quarter of 2002, we will record approximately $2.1
million, net of tax, as an expense related to the prepayment of the 9 1/4%
Senior Subordinated Notes due 2007.

Since January 1, 2001, we have received an aggregate of $335.5 million from
capital contributions to us by Lamar Advertising and cancellation of a loan made
to us by Lamar Advertising. In addition, since January 1, 2001, we have not
issued or sold any of our capital stock.

Our publicly issued 9 5/8% Senior Subordinated Notes due 2006 and 8 5/8%
Senior Subordinated Notes due 2007 are redeemable at our option at any time on
or after December 1, 2001 and September 15, 2002, respectively, at redemption
prices specified by the indentures, and are required to be repurchased earlier
in the event of a change of control. The indentures covering these notes include
certain restrictive covenants which limit our ability to incur additional debt,
pay dividends and make other restricted payments, consummate certain
transactions and other matters.

On December 23, 2002, we called for full redemption on January 22, 2003 of
our outstanding 9 5/8% Senior Subordinated Notes in aggregate principal amount
of $255 million for a redemption price equal to 103.208% of the principal amount
thereof plus accrued interest to the redemption date of approximately $3.5
million. We are using the proceeds of the offering of the original notes,
together with available cash to redeem these notes. In the first quarter of
2003, we will record approximately $5.0 million net of tax as an expense related
to the prepayment of the 9 5/8% Senior Subordinated Notes due 2006.

We are required to comply with certain covenants and restrictions under our
existing bank credit facility and we expect our new bank credit agreement will
contain similar covenants and restrictions. If we fail to comply with certain
tests, the payments as exhibited in the above table may be accelerated. At
September 30, 2002 and currently we are in compliance with all such tests.

We believe that our current level of cash on hand, availability under our
existing bank credit agreement or our new bank credit agreement and future cash
flows from operations are sufficient to meet our operating needs through the
year 2003. Our balance sheet reflects all of our debt obligations.

SEASONALITY

Our revenues and operating results have exhibited some degree of
seasonality in past periods. Typically, we experience our strongest financial
performance in the summer and fall and our lowest in the first quarter of the
calendar year. We expect this trend to continue in the future. Because a
significant portion of our expenses is fixed, a reduction in revenues in any
quarter is likely to result in a period to period decline in operating
performance and net earnings.

BUSINESS

GENERAL

The three principal areas that make up our business are:

Our business has grown rapidly through a combination of internal growth and
acquisitions. Our growth has been enhanced by strategic acquisitions that
resulted in increased operating efficiencies, greater geographic diversification
and increased market penetration. Historically, we have focused on small to mid-
sized markets where we have pursued acquisition opportunities in order to
establish a leadership position. Since January 1, 1997, we have successfully
completed over 425 acquisitions of outdoor advertising businesses and assets.
Our acquisitions have expanded our operations in major markets. We currently
have a presence in 35 of the top 50 outdoor advertising markets in the United
States. Our large national footprint gives us the ability to offer cross-market
advertising opportunities to both our local and national advertising customers.

Lamar Media Corp. has been in operation since 1902. We completed a
reorganization on July 20, 1999 to create a new holding company structure. At
that time, Lamar Advertising Company was renamed Lamar Media Corp. and all its
stockholders became stockholders in a new holding company. The new holding
company then took the Lamar Advertising Company name and Lamar Media Corp.
became a wholly owned subsidiary of Lamar Advertising Company.

OUR STRATEGY

Our objective is to be a leading provider of outdoor advertising services
in the markets we serve. Our strategy to achieve this goal includes the
following elements:

Continue to provide high quality local sales and service. We seek to
identify and closely monitor the needs of our customers and to provide them
with a full complement of high quality advertising services at a lower cost
than competitive media. Local advertising constituted approximately 86% of
our net revenues for the nine months ended September 30, 2002, which we
believe is higher than the industry average. We believe that the experience
of our regional and local managers has contributed greatly to our success.
For example, our regional managers have been with us for an average of 22
years. In an effort to provide high quality sales service at the local
level, we employed 735 local account executives as of September 30, 2002.
Local account executives are typically supported by additional local staff
and have the ability to draw upon the resources of our

central office, as well as offices in our other markets, in the event that
business opportunities or customers' needs support such an allocation of
resources.

Continue a centralized control and decentralized management
structure. We believe that for our particular business, centralized
control and a decentralized organization provides for greater economies of
scale and is more responsive to local market demands. Therefore, we
maintain centralized accounting and financial control over our local
operations, but our local managers are responsible for the day-to-day
operations in each local market and are compensated according to that
market's financial performance.

Continue to focus on internal growth. Within our existing markets, we
seek to increase our revenue and improve our cash flow by employing highly
targeted local marketing efforts to improve our display occupancy rates and
by increasing advertising rates. This strategy is facilitated through our
local offices, which allow us to respond quickly to the demands of our
local customer base. In addition, we routinely invest in upgrading our
existing displays and constructing new displays in order to provide high
quality service to our current customers and to attract new advertisers.
From January 1, 1997 to September 30, 2002, we have invested over $306.7
million in improvements to our existing displays and in constructing new
displays.

Continue to pursue strategic acquisitions. We intend to enhance our
growth by pursuing strategic acquisitions, which we anticipate will result
in increased operating efficiencies, greater geographic diversification and
increased market penetration. In addition to acquiring outdoor advertising
assets in new markets, we purchase complimentary outdoor advertising assets
within our existing markets or in contiguous markets. We believe that
acquisitions also offer us opportunities for inter-market cross-selling.
Although the advertising industry is becoming more consolidated, we believe
there will be continuing opportunities for implementing our acquisition
strategy given the industry's continued fragmentation among smaller
advertising companies. From January 1, 2002 to September 30, 2002, we
completed 59 acquisitions of advertising businesses and assets for an
aggregate purchase price of $130.1 million. Certain of our principal
acquisitions since January 1, 2002 are described below.

Delite Outdoor of Ohio Holdings, Inc. On January 1, 2002, we
purchased the stock of Delite Outdoor of Ohio Holdings, Inc. for $38
million. The purchase price consisted of 963,488 shares of Lamar
Advertising Class A common stock.

MC Partners. On January 8, 2002, we purchased the assets of MC
Partners for a cash purchase price of approximately $15.3 million.

American Outdoor Advertising, Inc. On May 31, 2002, we purchased the
assets of American Outdoor Advertising, Inc. for $15.7 million. The
purchase price consisted of 349,376 shares of Lamar Advertising Class A
common stock as well as approximately $725,000 in cash.

Continue to pursue other outdoor advertising opportunities. We plan
to pursue additional logo sign contracts. Logo sign opportunities arise
periodically, both from states initiating new logo sign programs and states
converting from government-owned and operated programs to privately-owned
and operated programs. Furthermore, we plan to pursue additional tourist
oriented directional sign programs in both the United States and Canada and
also other motorist information signing programs as opportunities present
themselves. In an effort to maintain market share, we have entered the
transit advertising business through the operation of displays on bus
shelters, benches and buses in 41 of our outdoor advertising markets. We
plan to continue pursuing transit advertising opportunities that arise in
our primary markets and to expand into other markets.

OUR OPERATIONS

BILLBOARD ADVERTISING

INVENTORY

We operate the following types of billboard advertising displays:

Bulletins generally are 14 feet high and 48 feet wide (672 square
feet) and consist of panels on which advertising copy is displayed. The
advertising copy is either hand painted onto the panels at our facilities
in accordance with design specifications supplied by the advertiser and
attached to the outdoor advertising structure, or printed with
computer-generated graphics on a single sheet of vinyl that is wrapped
around the structure. On occasion, to attract more attention, some of the
panels may extend beyond the linear edges of the display face and may
include three-dimensional embellishments. Because of their greater impact
and higher cost, bulletins are usually located on major highways.

Posters generally are 12 feet high by 25 feet wide (300 square feet)
and are the most common type of billboard. Advertising copy for these
posters consists of lithographed or silk-screened paper sheets supplied by
the advertiser that are pasted and applied like wallpaper to the face of
the display, or single sheets of vinyl with computer-generated advertising
copy that are wrapped around the structure. Posters are usually
concentrated on major traffic arteries or on city streets and target
pedestrian traffic.

For the nine months ended September 30, 2002, approximately 71% of our
outdoor advertising net revenues were derived from bulletin sales and 29% from
poster sales.

The physical structures on which our billboard advertising displays are
located are owned by us and are built on locations that we either own or lease.
In each of our local offices one employee typically performs site leasing
activities for the markets served by that office.

Bulletin space is generally sold as individually selected displays for the
duration of the advertising contract. Bulletins may also be sold as part of a
rotary plan where advertising copy is periodically rotated from one location to
another within a particular market. Poster space is generally sold in packages
called showings, which comprise a given number of displays in a market area.
Posters are used by advertisers to access either a specified percentage of the
general population or a specific targeted audience. Displays making up a showing
are placed in well-traveled areas and are distributed so as to reach a wide
audience in a particular market. Bulletin space is generally sold for 12 month
periods. Poster space averages between 30 and 90 days.

PRODUCTION

In the majority of our markets our local production staff performs the full
range of activities required to create and install billboard advertising
displays. Production work includes creating the advertising copy design and
layout, coordinating its printing and installing the designs on displays. We
provide our production services to local advertisers and to advertisers that are
not represented by advertising agencies, since national advertisers represented
by advertising agencies often use pre-printed designs that require only
installation. Our creative and production personnel typically develop new
designs or adopt copy from other media for use on billboards. Our artists also
often assist in the development of marketing presentations, demonstrations and
strategies to attract new customers.

With the increased use of vinyl and pre-printed advertising copy furnished
to the outdoor advertising company by the advertiser or its agency, outdoor
advertising companies require less labor-intensive production work. In addition,
increased use of vinyl and pre-printed copy is also attracting more customers to
the outdoor advertising medium. We believe this trend over time will reduce
operating expenses associated with production activities.

CATEGORIES OF BUSINESS

The following table sets forth the top ten categories of business from
which we derived our billboard advertising revenues for the nine months ended
September 30, 2002 and the respective percentages of such revenue. These
categories accounted for approximately 70% of our net revenues in the nine
months ended September 30, 2002. No one advertiser accounted for more than 1% of
our net revenues in that period.

<Table>
<Caption>
PERCENTAGE OF
CATEGORIES NET REVENUES
- ---------- -------------

Restaurants................................................. 12%
Retailers................................................... 10%
Automotive.................................................. 9%
Hotels and Motels........................................... 9%
Gaming...................................................... 6%
Health Care................................................. 6%
Service..................................................... 5%
Amusement -- Entertainment/Sports........................... 5%
Financial -- Banks/Credit Unions............................ 4%
Real estate companies....................................... 4%
--
Total............................................. 70%
==
</Table>

LOGO SIGNS

We entered the business of logo sign advertising in 1988. We are the
largest provider of logo sign services in the United States, operating 21 of the
26 privatized state logo sign contracts. We operate over 4,100 logo sign
structures containing over 95,000 logo advertising displays in the United States
and Canada. We have been awarded contracts to erect and operate logo signs in
province of Ontario, Canada and in the following states:

<Table>

Colorado Kentucky Missouri(1) Ohio
Delaware Maine Nebraska Oklahoma
Florida Michigan Nevada South Carolina
Georgia Minnesota New Jersey Texas
Kansas Mississippi New Mexico Utah
Virginia
</Table>

- ---------------

(1) Our logo sign contract in Missouri is operated by a 66 2/3% owned
partnership.

We also operate the tourism signing contracts for the states of Colorado,
Kentucky, Michigan, Missouri, Nebraska, Nevada, New Jersey and Ohio as well as
for the province of Ontario, Canada.

State logo sign contracts represent the contract right to erect and operate
logo signs within a state. The term of the contracts vary, but generally range
from five to ten years, with additional renewal terms. The logo sign contracts
generally provide for termination by the state prior to the end of the term of
the contract, in most cases with compensation to be paid to us. Typically, at
the end of the term of the contract, ownership of the structures is transferred
to the state without compensation to us. Of our logo sign contracts in place at
September 30, 2002, one was scheduled to terminated in December 2002 but we
received an extension to December 2003 and one is scheduled to terminate in
September 2003. In addition, three are subject to renewal, one in June 2003, one
in August 2003 and one in September 2003. We also design and produce logo sign
plates for our customers throughout the country as well as customers in states
that have not yet privatized their logo sign programs.

TRANSIT ADVERTISING

We entered into the transit advertising business in 1993. We provide
transit advertising on bus shelters, benches and buses in 41 transit markets.
Our production staff provides a full range of creative and installation services
to our transit advertising customers.

COMPETITION

BILLBOARD ADVERTISING

We compete in each of our markets with other outdoor advertisers as well as
other media, including broadcast and cable television, radio, print media and
direct mail marketers. In addition, we also compete with a wide variety of
out-of-home media, including advertising in shopping centers, malls, airports,
stadiums, movie theaters and supermarkets, as well as on taxis, trains and
buses. Advertisers compare relative costs of available media and
cost-per-thousand impressions, particularly when delivering a message to
customers with distinct demographic characteristics. In competing with other
media, outdoor advertising relies on its relative cost efficiency and its
ability to reach a broad segment of the population in a specific market or to
target a particular geographic area or population with a particular set of
demographic characteristics within that market.

The outdoor advertising industry is fragmented, consisting of several large
outdoor advertising and media companies with operations in multiple markets as
well as smaller and local companies operating a limited number of structures in
single or a few local markets. Although the advertising industry is becoming
more consolidated, as of September 30, 2002 we believe there were approximately
600 companies in the outdoor advertising industry operating approximately
600,000 outdoor displays. In a number of our markets, we encounter direct
competition from other major outdoor media companies, including Infinity
Broadcasting Corp. (formerly Outdoor Systems, Inc.) and Clear Channel
Communications, Inc. (formerly Eller Media Company) both of which may have
greater total resources than us. We believe that our strong emphasis on sales
and customer service and our position as a major provider of advertising
services in each of our primary markets enables us to compete effectively with
the other outdoor advertising companies, as well as other media, within those
markets. However, certain of our large competitors, with other media assets such
as radio and television, have the ability to cross-sell their different
advertising products to their customers.

LOGO SIGNS

We face competition in obtaining new logo sign contracts and in bidding for
renewals of expiring contracts. We face competition from three other national
providers of logo signs in seeking state-awarded logo service contracts. In
addition, local companies within each of the states that solicit bids will
compete against us in the open-bid process. Competition from these sources is
also encountered at the end of each contract period.

In marketing logo signs to advertisers, we compete with the other forms of
out-of-home advertising described above.

REGULATION

Outdoor advertising is subject to governmental regulation at the federal,
state and local levels. Federal law, principally the Highway Beautification Act
of 1965 (the "HBA"), regulates outdoor advertising on federally-aided primary
and interstate highways. The HBA requires, as a condition to federal highway
assistance, states to restrict billboards on such highways to commercial and
industrial areas, and requires certain additional size, spacing and other
limitations. All states have passed state billboard control statutes and
regulations at least as restrictive as the federal requirements, including
removal at the owner's expense and without compensation of any illegal signs on
such highways. We believe that the number of our billboards that may be subject
to removal as illegal is immaterial. No state in which we operate has banned
billboards, but some have adopted standards more restrictive than the federal
requirements.

Municipal and county governments generally also have sign controls as part of
their zoning laws. Some local governments prohibit construction of new
billboards and some allow new construction only to replace existing structures,
although most allow construction of billboards subject to restrictions on zones,
size, spacing and height.

Federal law does not require removal of existing lawful billboards, but
does require payment of compensation if a state or political subdivision compels
the removal of a lawful billboard along a federally-aided primary or interstate
highway. State governments have purchased and removed legal billboards for
beautification in the past, using federal funding for transportation enhancement
programs, and may do so in the future. Governmental authorities from time to
time use the power of eminent domain to remove billboards. Thus far, we have
been able to obtain satisfactory compensation for any of our billboards
purchased or removed as a result of governmental action, although there is no
assurance that this will continue to be the case in the future. Local
governments do not generally purchase billboards for beautification, but some
have attempted to force removal of legal but nonconforming billboards
(billboards which conformed with applicable zoning regulations when built but
which do not conform to current zoning regulations) after a period of years
under a concept called amortization, by which the governmental body asserts that
just compensation is earned by continued operation over time. Although there is
some question as to the legality of amortization under federal and many state
laws, amortization has been upheld in some instances. We generally have been
successful in negotiating settlements with municipalities for billboards
required to be removed. Restrictive regulations also limit our ability to
rebuild or replace nonconforming billboards. The outdoor advertising industry is
heavily regulated and at various times and in various markets can be expected to
be subject to varying degrees of regulatory pressure affecting the operation of
advertising displays. Accordingly, although our experience to date is that the
regulatory environment can be managed, no assurance can be given that existing
or future laws or regulations will not materially and adversely affect us.

EMPLOYEES

We employed approximately 3,100 persons at September 30, 2002. Of these,
approximately 108 were engaged in overall management and general administration
at our management headquarters and the remainder were employed in our operating
offices. Of these, approximately 735 were direct sales and marketing personnel.

We have 14 local offices covered by collective bargaining agreements,
consisting of billposters and construction personnel. We believe that our
relations with our employees, including our 123 unionized employees, are good,
and we have never experienced a strike or work stoppage.

PROPERTIES

Our 53,500 square foot management headquarters is located in Baton Rouge,
Louisiana. We occupy approximately 90% of the space in this facility and lease
the remaining space. We own 155 local operating facilities with front office
administration and sales office space connected to back-shop poster and bulletin
production space. In addition, we lease an additional 124 operating facilities
at an aggregate lease expense for the nine months ended September 30, 2002 of
approximately $2.8 million.

We own approximately 3,200 parcels of property beneath outdoor structures.
As of September 30, 2002, we had approximately 76,200 active outdoor site leases
accounting for a total lease expense of approximately $98.5 million. This amount
represented 17% of net revenues for that period. Our leases are for varying
terms ranging from month-to-month to in some cases a term of over ten years, and
many provide us with renewal options. There is no significant concentration of
displays under any one lease or subject to negotiation with any one landlord. We
believe that an important part of our management activity is to manage our lease
portfolio and negotiate suitable lease renewals and extensions.

LEGAL PROCEEDINGS

From time to time we are involved in litigation in the ordinary course of
our business, including disputes involving advertising contracts, site leases,
employment claims and construction matters. We are also involved in routine
administrative and judicial proceedings regarding billboard permits, fees and
compensation for condemnations. We are not a party to any lawsuit or proceeding
that we feel is likely to have a material adverse effect on us.

MANAGEMENT

The following table sets forth the name, position and, as of December 31,
2002, age of each of our directors and executive officers.

<Table>
<Caption>
NAME AGE TITLE
- ---- --- -----

Kevin P. Reilly, Jr. ..................... 48 President, Chief Executive Officer and
Director
Keith Istre............................... 50 Treasurer, Chief Financial Officer and
Director
Gerald H. Marchand........................ 71 Director
Sean Reilly............................... 41 Director
T. Everett Stewart, Jr.................... 48 Director
</Table>

Kevin P. Reilly, Jr. has served as our President and Chief Executive
Officer since February 1989 and as a director since February 1984. Mr. Reilly is
also the President and Chief Executive Officer of Lamar Advertising and serves
on its Executive Committee. Mr. Reilly served as President of Lamar
Advertising's Outdoor division from 1984 to 1989. Mr. Reilly, our employee since
1978, has also served as Assistant and General Manager of our Baton Rouge Region
and Vice President and General Manager of the Louisiana Region. Mr. Reilly
received a B.A. from Harvard University in 1977.

Keith A. Istre has been our Chief Financial Officer since February 1989 and
a director since February 1991. Mr. Istre is also the Treasurer and Chief
Financial Officer of Lamar Advertising and serves on its Executive Committee.
Mr. Istre joined us as Controller in 1978 and became Treasurer in 1985. Prior to
joining us, Mr. Istre was employed by a public accounting firm in Baton Rouge
from 1975 to 1978. Mr. Istre graduated from the University of Southwestern
Louisiana in 1974 with a degree in Accounting.

Gerald H. Marchand has supervised certain properties owned by TLC
Properties, Inc., one of our subsidiaries, since December 2000, and has been one
of our directors since 1978. Mr. Marchand was Regional Manager of the Gulf Coast
Region from 1988 to 2000. He began his career with us in leasing and went on to
become President of Lamar Advertising's Outdoor division. He has served as
General Manager of the Lake Charles and Mobile operations. He is also a director
of Lamar Advertising. Mr. Marchand received a Masters in Education from
Louisiana State University in 1955.

Sean E. Reilly has been a director since 1999. He has been Chief Operating
Officer of Lamar Advertising and President of its Outdoor division since
November 2001. Mr. Reilly is also Vice President of Mergers and Acquisitions at
Lamar Advertising and President of TLC Properties, Inc., one of our
subsidiaries. He also serves on the Executive Committee of the Board of Lamar
Advertising. He began working with us as Vice President of Mergers and
Acquisitions in 1987 and served in that capacity until 1994. He also served as a
director from 1989 to 1996. Mr. Reilly was the Chief Executive Officer of
Wireless One, Inc., a wireless cable television company, from 1994 to 1997. Mr.
Reilly received a B.A. from Harvard University in 1984 and a J.D. from Harvard
Law School in 1989.

T. Everett Stewart, Jr. has been President of Interstate Logos, Inc. since
1988, and has been one of our directors since 1997. He served as Regional
Manager of the Baton Rouge Region from 1984 to 1988. Previously, he served as a
Sales Manager in Montgomery and General Manager of the Monroe and Alexandria
operations. He is also a director of Lamar Advertising. Before joining us in
1979, Mr. Stewart was employed by the Lieutenant Governor of the State of
Alabama and by a United States Senator from the State of Alabama. Mr. Stewart
received a B.S. in Finance from Auburn University in 1976.

We are a wholly-owned subsidiary of Lamar Advertising Company. In addition
to the executive officers and members of the board listed above, the following
are directors of our parent. Sean Reilly also serves as an executive officer of
Lamar Advertising as its Chief Operating Officer.

Anna Reilly Cullinan has been a director of Lamar Advertising since 1999.
From 1992 until 2000, Mrs. Cullinan owned and operated Lula's Cafe, a
restaurant, and served on the Board of Directors of several community-based
organizations in South Bend, Indiana. Mrs. Cullinan currently is a director of
St. Joseph Capital Bank in South Bend. Prior to living and raising her family in
Indiana, Mrs. Cullinan

worked for the Corporation for National Service and the Ashoka Foundation in
Washington, D.C. Mrs. Cullinan received her B.A. from Emory University in 1985,
and a Master of Public Policy from Duke University in 1990.

John Maxwell Hamilton has been a director of Lamar Advertising since 2000.
Mr. Hamilton has served as Dean of the Manship School of Mass Communications of
Louisiana State University since 1992. In addition, Mr. Hamilton worked on the
staff of the World Bank, the United States House of Representatives Subcommittee
on Economic Policy and Trade, and the United States Agency for International
Development. Mr. Hamilton received a B.A. in Journalism from Marquette
University in 1969, an M.S. in Journalism from Boston University in 1974 and a
Ph.D. from George Washington University in 1983.

Charles W. Lamar, III has been a director of Lamar Advertising since 1973.
He joined Lamar Advertising in 1982 and served as General Counsel and Secretary
through December 1998. Prior to joining Lamar Advertising, Mr. Lamar maintained
his own law practice and was employed by a law firm in Baton Rouge. In January
1999, Mr. Lamar became Chairman and Chief Executive Officer of Woodlawn Land
Company, a commercial real estate company. Mr. Lamar received a B.A. in
Philosophy from Harvard University in 1971, a M.A. in Economics from Tufts
University in 1972 and a J.D. from Boston University in 1975.

Stephen P. Mumblow has been a director of Lamar Advertising since 1999. Mr.
Mumblow is the President of Manhan Media Inc., an investment company in
broadcasting and other media concerns. From 1998 to January 2002, Mr. Mumblow
was the President and a Director of Communications Corporation of America, a
television and radio broadcasting company. Mr. Mumblow was a Managing Director
of Chase Securities, Inc., an investment banking firm, from March 1988 to August
1998, prior to which he was a Vice President of Michigan Energy Resources
Company, an intrastate natural gas utility company and cable television and
broadcasting concern, and Citibank, N.A., a commercial bank. Mr. Mumblow is a
1977 graduate of The Wharton School, University of Pennsylvania with a B.S.
Degree in Economics.

Thomas V. Reifenheiser has been a director of Lamar Advertising since 2000.
Mr. Reifenheiser was a Managing Director and Group Executive for the Global
Media and Telecom Group of Chase Securities Inc., an investment banking firm,
from 1995 to 2000. He joined Chase in 1963 and was the Global Media and Telecom
Group Executive since 1977. He is also a member of the Board of Directors of
Mediacom Communications Corp. Mr. Reifenheiser received a B.B.A from Hofstra
University and an M.B.A. from The Wharton School, University of Pennsylvania.

Kevin P. Reilly, Jr. and Sean E. Reilly are brothers, Anna Reilly Cullinan
is their sister and Charles W. Lamar, III is their cousin.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain compensation information for the
Chief Executive Officer and our other executive officer whose salary and bonus
for the year ended December 31, 2002 exceeded $100,000, which are herein
referred to as the named executive officers. The information presented below

represents amounts paid to the named executive officers as compensation for
their positions at Lamar Advertising. We do not pay any additional compensation
for their positions with us.

<Table>
<Caption>
LONG-TERM
COMPENSATION
AWARDS
---------------------
ANNUAL COMPENSATION SHARES OF CLASS A
--------------------------- COMMON STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) UNDERLYING OPTIONS(#) COMPENSATION($)(1)
- --------------------------- ---- --------- -------- --------------------- ------------------

Kevin P. Reilly, Jr. ... 2002 220,000 175,000 -- 89,612(2)
President and Chief 2001 220,000 150,000 97,500 74,810
Executive Officer 2000 220,000 300,000 -- 66,382
Keith A. Istre.......... 2002 166,000 125,000 -- 27,644(3)
Treasurer and Chief 2001 166,000 112,500 48,000 23,708(3)
Financial Officer 2000 166,000 225,000 -- 19,370
</Table>

- ---------------

(1) Includes employer contributions under Lamar Advertising's deferred
compensation plan of $57,500 per year for Mr. Reilly and $15,000 per year
for Mr. Istre.

(2) Includes $22,550 representing imputed income for use of company vehicle.

(3) Includes $9,750 in 2002 and $6,000 in 2001 representing imputed income for
use of company vehicle.

OPTION GRANTS AND POTENTIAL REALIZABLE VALUES TABLE

No option grants were made by Lamar Advertising to the named executive
officers during fiscal year 2002.

OPTION EXERCISES AND YEAR-END VALUES TABLE

The following table sets forth certain information concerning exercisable
and unexercisable stock options for Lamar Advertising Class A common stock held
by the named executive officers as of December 31, 2002.

<Table>
<Caption>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR-END(#) FISCAL YEAR-END($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ---- ------------------------- ----------------------------

Kevin P. Reilly, Jr. ................... 68,250/29,250 493,448/211,477
Keith A. Istre.......................... 119,800/22,400 1,103,684/106,272
</Table>

- ---------------

(1) Based on the difference between the option exercise price and the closing
price of the underlying Class A common stock on December 31, 2002, which
closing price was $33.65.

DIRECTOR COMPENSATION

During 2002, directors who were not employed by us received a fee of $1,500
a month from Lamar Advertising and were reimbursed for travel expenses incurred
to attend board meetings. Prior to December 2002, the members and Chairman of
Lamar Advertising Audit Committee received fees of $2,500 a year and $5,000 a
year, respectively. Effective December 2002, these fees were increased to $9,000
a year and $18,000 a year, respectively. We do not pay any additional
compensation to our non-employee directors for their service as such.

EMPLOYEE BENEFIT PLANS

Lamar Advertising has the following two equity plans:

1996 EQUITY INCENTIVE PLAN

Lamar Advertising's 1996 Equity Incentive Plan provides for the grant of
stock options (incentive and nonstatutory), stock appreciation rights,
restricted stock and unrestricted stock for the purchase of shares of Class A
common stock. Awards under the plan can be granted to employees, consultants and
directors of Lamar Advertising as well as employees and consultants of its
eligible subsidiaries who are capable of contributing significantly to its
successful performance. The Lamar Advertising Compensation Committee administers
the plan and selects the participants and establishes the terms and conditions
of each option or other equity right granted under the plan, including the
exercise price, the number of shares subject to options or other equity rights
and the time(s) at which such options become exercisable. Subject to certain
limitations the Compensation Committee may delegate to one or more executive
officers the power to make awards to participants who are not subject to Section
16 of the Securities Exchange Act of 1934 or "covered employees" for purposes of
Section 162(m) of the Internal Revenue Code. The Compensation Committee has
authorized the Chief Financial Officer to grant options to purchase shares of
Class A common stock to each such participant.

The exercise price of all incentive stock options, or ISOs, within the
meaning of Section 422 of the Internal Revenue Code granted under the plan must
be at least equal to 100% of the fair market value of the option shares on the
date of grant. The term of any ISO granted under the plan may not exceed ten
years.

2000 EMPLOYEE STOCK PURCHASE PLAN

All of Lamar Advertising's employees are eligible to participate in its
2000 Employee Stock Purchase Plan. Five hundred thousand shares of Class A
common stock (subject to adjustments for stock-splits and similar capital
changes) were reserved for issuance under the Lamar Advertising Purchase Plan in
2000, subject to annual increases of a maximum of 500,000 shares per year,
beginning in 2001. The Purchase Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423. Rights to purchase Class
A common stock under the Purchase Plan are granted at the discretion of the
Lamar Advertising Executive Committee, which determines the frequency and
duration of individual offerings under the Purchase Plan and the dates when
stock may be purchased. Offerings may last up to twenty-seven months or such
longer period as may then be consistent with Section 423 of the Code, however,
offerings generally last six months. Eligible employees participate voluntarily
and may withdraw from any offering at any time before stock is purchased.
Participation terminates automatically upon termination of employment, except
termination because of disability or death.

The purchase price per share of Class A common stock in an offering is
determined by Lamar Advertising's Executive Committee from time to time;
provided that the purchase price per share shall not be less than 85% of the
lesser of its fair market value at the beginning of the offering period or on
the applicable exercise date. The purchase price may be paid through payroll
deductions, lump sum payments, delivery of shares of Class A common stock, or a
combination thereof subject to the discretion of Lamar Advertising's Executive
Committee, but purchases are currently being allowed only through payroll
deductions. The Purchase Plan terminates on April 1, 2010.

In accordance with Section 423 of the Code, no employee may participate in
an offering under the Purchase Plan if, immediately after the right to acquire
shares of Class A common stock in the offering is granted, the employee would
own 5% or more of Lamar Advertising's voting stock (including stock that may be
purchased through subscriptions under the Purchase Plan or any other options),
nor may an employee buy more than $25,000 worth of stock (determined by the fair
market value of the common stock at the time the right to purchase the Class A
common stock is granted) through the Purchase Plan in any calendar year.

PRINCIPAL STOCKHOLDERS

We are a wholly-owned Subsidiary of Lamar Advertising, which owns all 100
shares of our outstanding common stock.

The following table and footnotes set forth certain information regarding
the beneficial ownership of Lamar Advertising's common stock as of December 31,
2002 by (i) persons known by us to be beneficial owners of more than 5% of
either class of its common stock, (ii) its Chief Executive Officer and each of
the other executive officers other than the Chief Executive Officer and (iii)
all current executive officers and directors of Lamar Advertising as a group.
The amounts and percentages of Lamar Advertising's common stock beneficially
owned are reported on the basis of regulations of the Commission governing the
determination of beneficial ownership of securities. Under the rules of the
Commission, a person is deemed to be a beneficial owner of a security if that
person has or shares voting power, which includes the power to vote or to direct
the voting of the security, or investment power, which includes the power to
dispose of or to direct the disposition of the security. Except as otherwise
indicated, the address of each beneficial owner listed below is c/o The Lamar
Corporation, 5551 Corporate Blvd., Baton Rouge, LA 70808 and except as otherwise
indicated, we believe each beneficial owner named below has sole voting and sole
investment power with respect to all shares beneficially owned by them.

<Table>
<Caption>
TITLE OF NUMBER OF PERCENT OF
DIRECTORS, OFFICERS AND 5% STOCKHOLDERS CLASS SHARES CLASS
- --------------------------------------- -------- ---------- ----------

Kevin P. Reilly, Jr. ..................................... Class A 213,123(1) *
Class B(2) 11,362,250(3) 69.2%(4)
Sean E. Reilly............................................ Class A 68,250(5) *
Class B(2) 10,782,835(3) 65.7%(6)
Anna Reilly Cullinan...................................... Class B(2) 10,665,280(3) 65.0%(7)
The Reilly Family Limited Partnership..................... Class B(2) 9,000,000 54.8%(8)
Janus Capital Corporation................................. Class A 8,856,669(9) 10.4%
100 Fillmore Street
Denver, CO 80206
AIM Management Group Inc. ................................ Class A 8,429,058(10) 9.9%
11 Greenway Plaza
Suite 100
Houston, TX 77046
Charles W. Lamar, III..................................... Class A 4,428,757(11) 5.2%
T. Rowe Price Associates, Inc. ........................... Class A 4,814,000(12) 5.7%
100 E. Pratt Street
Baltimore, MD 21202
Gerald H. Marchand........................................ Class A 180,189(13) *
Keith A. Istre............................................ Class A 122,012(14) *
T. Everett Stewart, Jr. .................................. Class A 97,950(15) *
Stephen P. Mumblow........................................ Class A 13,000(16) *
John Maxwell Hamilton..................................... Class A 13,000(17) *
Thomas V. Reifenheiser.................................... Class A 12,000(18) *
All directors and executive officers as a group (10
Persons)................................................ Class A 19,965,092(19) 19.6%(20)
</Table>

- ---------------

* Less than 1%

(1) Includes 68,250 shares of Class A common stock subject to stock options
exercisable within 60 days of December 31, 2002.

(2) Upon the sale of any shares of Class B common stock to a person other than
to a Permitted Transferee, such shares will automatically convert into
shares of Class A common stock. Permitted Transferees include (i) Kevin P.
Reilly, Sr.; (ii) a descendant of Kevin P. Reilly, Sr.; (iii) a spouse

or surviving spouse (even if remarried) of any individual named or
described in (i) or (ii) above; (iv) any estate, trust, guardianship,
custodianship, curatorship or other fiduciary arrangement for the primary
benefit of any one or more of the individuals named or described in (i),
(ii) and (iii) above; and (v) any corporation, partnership, limited
liability company or other business organization controlled by and
substantially all of the interests in which are owned, directly or
indirectly, by any one or more of the individuals and entities named or
described in (i), (ii), (iii) and (iv) above. Except for voting rights, the
Class A and Class B common stock are substantially identical. The holders
of Class A common stock and Class B common stock vote together as a single
class (except as may otherwise be required by Delaware law), with the
holders of Class A common stock entitled to one vote per share and the
holders of Class B common stock entitled to ten votes per share, on all
matters on which the holders of common stock are entitled to vote.

(3) Includes 9,000,000 shares held by the Reilly Family Limited Partnership
(the "RFLP"), of which Kevin Reilly, the President and Chief Executive
Officer of Lamar Advertising, is the managing general partner. Kevin
Reilly's three siblings, Anna Reilly Cullinan, Sean E. Reilly and Wendell
S. Reilly are the other general partners of the RFLP. The managing general
partner has sole voting power over the shares but dispositions of the
shares require the approval of 50% of the general partnership interests of
the RFLP. Also includes 377,474 shares held in a family trust.

(4) Represents 11.2% of the Class A common stock if all shares of Class B
common stock are converted into Class A common stock.

(5) Consists of 68,250 shares of Class A common stock subject to stock options
exercisable within 60 days of December 31, 2002.

(6) Represents 10.6% of the Class A common stock if all shares of Class B
common stock are converted into Class A common stock.

(7) Represents 10.5% of the Class A common stock if all shares of Class B
common stock are converted into Class A common stock.

(8) Represents 8.9% of the Class A common stock if all shares of Class B common
stock are converted into Class A common stock.

(9) Based on the Schedule 13G/A filed with the Commission by Janus Capital
Corporation for the year ended December 31, 2001.

(10) Based on the Schedule 13G/A for the year ended December 31, 2001 filed by
AIM Management Group, Inc. with the Commission on behalf of itself and its
wholly-owned subsidiaries, AIM Advisors, Inc. and AIM Capital Management,
Inc.

(11) Includes (a) 425,000 shares that Mr. Lamar has exchanged for units in
exchange funds over which he retains voting power; (b) 1,036,324 shares
held in trust for Mr. Lamar's two minor children who reside with him and in
a charitable lead annuity trust; Mr. Lamar disclaims beneficial ownership
of these shares; (c) 1,000,000 shares held by a private exchange fund, as
to which Mr. Lamar is deemed the beneficial owner; (d) 70,000 shares that
the trusts for Mr. Lamar's two minor children who reside with him have
exchanged for units in an exchange fund over which they retain voting
power; Mr. Lamar disclaims beneficial ownership of these shares; (e)
2,183,508 shares held by CWL3, LLC; CWL3, No. 2DG, LLC; and CWL3, No. 3C,
LLC; as to which Mr. Lamar is deemed the beneficial owner; and (f) 50,750
shares owned by Mr. Lamar's spouse, as to which Mr. Lamar disclaims
beneficial ownership.

(12) Based on the Schedule 13G/A filed with the Commission by T. Rowe Price
Associates, Inc. for the year ended December 31, 2001.

(13) Includes 44,000 shares of Class A common stock subject to stock options
exercisable within 60 days of December 31, 2002, and 66,389 shares owned by
the Marchand Family Partnership of which Mr. Marchand is a partner. Mr.
Marchand shares voting power over the partnership shares with his wife.

(14) Includes 119,800 shares of Class A common stock subject to stock options
exercisable within 60 days of December 31, 2002.
37

(15) Includes 49,950 shares of Class A common stock subject to stock options
exercisable within 60 days of December 31, 2002.

(16) Includes 12,000 shares of Class A common stock subject to stock options
exercisable within 60 days of December 31, 2002.

(17) Includes 12,000 shares of Class A common stock subject to options
exercisable within 60 days of December 31, 2002.

(18) Consists of 12,000 shares of Class A common stock subject to options
exercisable within 60 days of December 31, 2002.

(19) See Notes 1, 3, 5, 11, 13, 14, 15, 16, 17 and 18.

(20) Assumes the conversion of all shares of Class B common stock into shares of
Class A common stock.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We purchased approximately $2.4 million, $1.8 million and $1.2 million of
highway signs and transit bus shelters from Interstate Highway Signs Corp.,
which represented approximately 15%, 13% and 11% of total capitalized
expenditures for our logo sign and transit advertising businesses during the
years ended December 31, 2000, 2001 and 2002, respectively. We do not use
Interstate Highway Signs Corp. exclusively for our highway sign and transit bus
shelter purchases. Interstate Highway Signs Corp. is a wholly-owned subsidiary
of Sign Acquisition Corp. Kevin P. Reilly, Jr., our President, Chief Executive
Officer and Director, has voting control over a majority of the outstanding
shares of Sign Acquisition Corp. through a voting trust.

We advanced T. Everett Stewart, Jr., one of our directors, $87,000 on
January 9, 2002 as an advancement against his bonus for fiscal year 2001. This
loan was paid in full on January 24, 2002.

Effective July 1, 1996, the Lamar Texas Limited Partnership, our
subsidiary, and Reilly Consulting Company, L.L.C., which Kevin P. Reilly, Sr.
controls, entered into a consulting agreement. This consulting agreement has a
ten year term and provides for a $120,000 annual consulting fee. The agreement
contains a non-disclosure provision and a non-competition restriction which
extends for two years beyond the termination of the agreement.

We also have a lease arrangement with Reilly Enterprises, LLC, which Kevin
P. Reilly, Sr. controls, for the period beginning October 1, 2001 and continuing
for sixty consecutive months for the use of an airplane. We pay a fee of $5,000
per month plus expenses which entitles us to 6.67 hours of flight time, any
unused portion of which is carried over into the next succeeding month. The
total fees paid under this arrangement for fiscal 2002 were $75,315.

Kevin P. Reilly, Sr. is the father of Kevin P. Reilly, Jr., our President,
Chief Executive Officer and Director, and Sean E. Reilly, also one of our
Directors.

As of December 31, 2000, 2001 and 2002, we had a receivable from Lamar
Advertising, our parent, in the amount of $7.3 million, $9.7 million, and $5.5
million, respectively.

We have made two loans to Live Oak Living Centers, LLC. One loan was for
$60,596.94 at an interest rate of 7.5% and the other loan was for $112,000.00 at
an interest rate of 6%. Kevin P. Reilly, Jr., our President, Chief Executive
Officer and Director, has a 15% ownership interest in the LLC. Sean E. Reilly,
Kevin P. Reilly, Jr.'s brother and also one of our Directors, has a 7.5%
ownership interest in the LLC. Both loans, totaling $207,765.35 in outstanding
principal and interest, were repaid in full in September 2002.

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratios of earnings to fixed charges for
each of the periods shown.

<Table>
<Caption>
NINE MONTHS YEAR ENDED DECEMBER 31,
ENDED -------------------------------------
SEPTEMBER 30, 2002 2001 2000 1999 1998 1997
------------------ ----- ----- ----- ----- -----

Ratio of Earnings to Fixed
Charges...................... 0.80x 0.12x 0.30x 0.52x 0.83x 1.15x
</Table>

For purposes of this ratio, earnings is defined as net earnings (loss)
before income taxes and fixed charges. Fixed charges is defined as the sum of
interest expense, preferred stock dividends and the component of rental expense
that we believe to be representative of the interest factor for those amounts.
For the nine months ended September 30, 2002 and for the years ended December
31, 2001, 2000, 1999 and 1998, earnings were insufficient to cover fixed charges
by $20.5 million, $136.4 million, $127.8 million, $53.4 million, and $12.4
million, respectively.

THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

The original notes were initially issued and sold on December 23, 2002.
Those sales were not registered under the Securities Act of 1933, as amended, in
reliance upon the exemption provided by Section 4(2) of the Securities Act and
Rule 144A under the Securities Act. We and the initial purchasers of the
original notes entered into a registration rights agreement on the issuance date
of the original notes. Under the registration rights agreement, we agreed to
file and cause to become effective with the SEC the registration statement of
which this prospectus is a part to effect the exchange of original notes for
exchange notes.

The sole purpose of this exchange offer is to fulfill our obligations under
the registration rights agreement.

CONDITIONS TO EXCHANGE OFFER

Completion of the exchange offer is subject to the conditions that the
exchange offer not violate any applicable law or interpretation of the staff of
the Division of Corporation Finance of the SEC and that no injunction, order or
decree has been issued that would prohibit, prevent or materially impair our
ability to proceed with the exchange offer. The exchange offer is also subject
to various procedural requirements discussed below with which holders must
comply. We reserve the right, in our absolute discretion, to waive compliance
with these requirements subject to applicable law.

In addition, we will not accept for exchange any original notes tendered,
and no exchange notes will be issued in exchange for any such original notes, if
at such time any stop order shall be threatened or in effect with respect to the
registration statement of which this prospectus is a part or qualification of
the Indenture under the Trust Indenture Act of 1939, as amended.

TERMS OF THE EXCHANGE OFFER

We are offering to exchange, upon the terms and subject to the conditions
described in this prospectus and the accompanying letter of transmittal, $1,000
principal amount of exchange notes for each $1,000 principal amount of original
notes. Based on the position of the staff of the Division of Corporation Finance
of the SEC as stated in certain interpretive letters issued to third parties in
other transactions, we believe that the exchange notes will generally be freely
transferable by holders thereof. See "Plan of distribution." Otherwise, the
terms of the exchange notes are identical in all respects to the terms of the
original notes for which they may be exchanged pursuant to this exchange offer.
The exchange notes will evidence the same debt as the original notes and will be
entitled to the benefits of the indenture. See "Description of the exchange
notes."

Each broker-dealer that receives exchange notes for its own account in
exchange for original notes, where those original notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of those exchange notes. See "Plan of distribution."

If you are an affiliate of ours or if you intend to participate in the
exchange offer for the purpose of distributing the exchange notes, or if you are
a broker-dealer that purchased original notes from us to resell pursuant to Rule
144A or any other available exemption under the Securities Act, you will not be
permitted or entitled to tender those original notes in the exchange offer and
must comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of those original notes
unless that sale is made pursuant to an exemption from such requirements. See
"Plan of distribution."

The exchange offer is not conditioned upon any minimum aggregate principal
amount of original notes being tendered or accepted for exchange.

Holders of original notes do not have any appraisal or dissenters' rights
in connection with this exchange offer.

Neither we nor our board of directors makes any recommendation to you as to
whether to tender or refrain from tendering all or any portion of your original
notes in this exchange offer. In addition, no one has been authorized to make
any recommendation as to whether you should tender notes in this exchange offer.
You must make your own decision whether to tender original notes in the exchange
offer and, if so, the aggregate amount of original notes to tender based on your
own financial positions and requirements.

If any tendered original notes are not accepted for exchange because of an
invalid tender, global securities for any such unaccepted original notes will be
returned, without expense, to the tendering holder promptly after completion of
this exchange offer.

Holders who tender original notes in connection with this exchange offer
will not be required to pay brokerage commissions or fees or, subject to the
instructions in the letter of transmittal, transfer taxes with respect to the
exchange of original notes in connection with this exchange offer. We will pay
all charges and expenses in connection with this exchange offer. See "-- Fees
and expenses."

EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS

The exchange offer will expire at 5:00 p.m., New York City time, on
, 2003 unless we, in our sole discretion, extend the period during
which the exchange offer is open by giving written notice to the exchange agent
and by timely public announcement communicated no later than 9:00 a.m. on the
next business day following the date for expiration, unless otherwise required
by applicable law or regulation, by making a press release. During any extension
of the exchange offer, all original notes previously tendered pursuant to the
exchange offer will remain subject to the exchange offer.

We expressly reserve the right to:

- terminate the exchange offer and not accept for exchange any original
notes if we determine, in our sole discretion, that the conditions to the
exchange offer have not been satisfied, and

- amend the terms of the exchange offer in any manner permitted by
applicable law, whether before or after any tender of original notes.

If any such termination or amendment occurs, we will notify the exchange
agent in writing and will either issue a press release or give written notice to
the holders of original notes as promptly as practicable. Unless we terminate
the exchange offer prior to 5:00 p.m., New York City time, on the date of
expiration, we will exchange the exchange notes for original notes on the first
business day following the expiration date.

If we waive any material condition to the exchange offer, or amend the
exchange offer in any other material respect, we will promptly disclose such
waiver or amendment by means of a prospectus supplement that will be distributed
to the holders of the original notes, and if at the time that such prospectus
supplement is first sent or given to holders of original notes, the exchange
offer is scheduled to expire at any time earlier than the expiration of a period
ending on the fifth business day from, and including, the date that such
prospectus supplement is first so sent or given, then the exchange offer will be
extended until the expiration of such period of five business days.

We will mail this prospectus and the related letter of transmittal and
other relevant materials to record holders of original notes and to brokers,
banks and similar persons whose names, or the names of whose nominees, appear on
the lists of holders for subsequent transmittal to beneficial owners of original
notes.

EXCHANGE OFFER PROCEDURES

HOW TO TENDER

Your tender to us of original notes pursuant to one of the procedures set
forth below will constitute an agreement between you and us in accordance with
the terms and subject to the conditions stated below and in the letter of
transmittal.

General procedures

You may tender your original note by:

- properly completing and signing the letter of transmittal and delivering
it, together with the certificate or certificates representing the
original notes being tendered and any required signature guarantees (or a
timely confirmation of a book-entry transfer pursuant to the procedure
described below), to the exchange agent at its address set forth below on
or prior to the date the exchange offer expires, or

- complying with the guaranteed delivery procedures described below.

If tendered original notes are registered in the name of the signer of the
letter of transmittal and the exchange notes to be issued in exchange for those
original notes are to be issued (and any untendered original notes are to be
reissued) in the name of the registered holder, the signature of such signer
need not be guaranteed. In any other case, the tendered original notes must be
endorsed or accompanied by written instruments of transfer in form satisfactory
to us and duly executed by the registered holder and the signature on the
endorsement or instrument of transfer must be guaranteed by a bank, broker,
dealer, credit union, savings association, clearing agency or other institution
that is a member of a recognized signature guarantee medallion program within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended. If the exchange notes and/or original notes not exchanged are to be
delivered to an address other than that of the registered holder appearing on
the note register for the original notes, the signature on the letter of
transmittal must be guaranteed by one of the institutions just described.

If your original notes are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee and you wish to tender those
original notes, you should contact that holder promptly and instruct that holder
to tender those original notes on your behalf. If you wish to tender those
original notes yourself, you must, prior to completing and executing the letter
of transmittal and delivering those original notes, make appropriate
arrangements to register ownership of those original notes in your name and
follow the procedures described in the immediately preceding paragraph. The
transfer of record ownership may take considerable time.

Book-entry Transfer

The exchange agent will make a request to establish an account with respect
to the original notes at The Depository Trust Company (DTC) for purposes of the
exchange offer within two business days after receipt of this prospectus, and
any financial institution that is a participant in DTC's system may make
book-entry delivery of original notes by causing DTC to transfer such original
notes into the exchange agent's account at DTC in accordance with DTC's
procedures for transfer. Although delivery of original notes may be effected
through book-entry transfer at DTC, you must send the letter of transmittal,
with any required signature guarantees and any other required documents, to the
exchange agent at the address specified below and it must be received by the
exchange agent on or prior to the date the exchange offer expires or you must
comply with the guaranteed delivery procedures described below.

The exchange agent and DTC have confirmed that any financial institution
that is a participant in DTC's system may use the Automated Tender Offer Program
procedures to tender original notes.

Any participant in DTC's system may make book-entry delivery of original
notes by causing DTC to transfer such original notes into the exchange agent's
account in accordance with the Automated Tender Offer Program procedures for
transfer. However, the exchange for original notes so tendered will be made only
after a book-entry confirmation of such book-entry transfer of original notes
into the exchange agent's account, and timely receipt by the exchange agent of
an agent's message and any other documents required by the letter of
transmittal. An agent's message is a message, transmitted by DTC and received by
the exchange agent and forming part of a book-entry confirmation, that states
that DTC has received an express acknowledgment from a participant tendering
original notes that are the subject of such book-entry confirmation that such
participant has received and agrees to be bound by the terms of the letter of
transmittal, and that we may enforce that agreement against that participant.

THE METHOD OF DELIVERY OF ORIGINAL NOTES AND ALL OTHER DOCUMENTS, INCLUDING
DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE THROUGH THE
AUTOMATED TENDER OFFER PROGRAM, IS AT YOUR ELECTION AND RISK. IF YOU SEND THESE
DOCUMENTS BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL, RETURN RECEIPT
REQUESTED, THAT YOU OBTAIN PROPER INSURANCE, AND THAT YOU MAIL THOSE DOCUMENTS
SUFFICIENTLY IN ADVANCE OF THE DATE ON WHICH THE EXCHANGE OFFER EXPIRES TO
PERMIT DELIVERY TO THE EXCHANGE AGENT ON OR BEFORE SUCH DATE.

Guaranteed Delivery Procedures

If you wish to accept the exchange offer and time will not permit a letter
of transmittal or original notes to reach the exchange agent before the date on
which the exchange offer expires, you must deliver to the exchange agent a
letter, telegram or facsimile transmission from a bank, broker, dealer, credit
union, savings association, clearing agency or other institution that is a
member of a recognized guarantee medallion program within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended, stating:

- the name and address of the tendering holder,

- the principal amount of the original notes being tendered,

- the names in which the original notes are registered,

- if possible, the certificate numbers of the original notes to be
tendered, and

- that the tender is being made thereby and guaranteeing that within three
New York Stock Exchange trading days after the date of execution of such
letter, telegram or facsimile transmission by the appropriate submitting
institution, the original notes, in proper form for transfer, will be
delivered by such appropriate submitting institution together with a
properly completed and duly executed letter of transmittal (and any other
required documents).

Such a tender will be effective only if such notice is received by the
exchange agent before the exchange offer expires.

Unless original notes being tendered by the above-described method (or a
timely book-entry confirmation) are deposited with the exchange agent within the
time period set forth above (accompanied or preceded by a properly completed
letter of transmittal and any other required documents), we may, at our option,
reject the tender. Copies of a notice of guaranteed delivery which may be used
by appropriate submitting institutions for the purposes described in the
paragraphs above are available from the exchange agent.

A tender will be deemed to have been received as of the date when your
properly completed and duly signed letter of transmittal or agent's message
accompanied by the original notes (or a timely book-entry

confirmation) is received by the exchange agent. Issuances of exchange notes in
exchange for original notes tendered pursuant to a notice of guaranteed delivery
or letter, telegram or facsimile transmission to similar effect (as provided
above) by an appropriate submitting institution will be made only against
deposit of the letter of transmittal (and any other required documents) and the
tendered original notes (or a timely book-entry confirmation).

All questions as to the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of original notes will be
determined by us, which determination will be final and binding. We reserve the
absolute right to reject any and all tenders not in proper form or the
acceptances for exchange of which may, in the opinion of our counsel, be
unlawful. We also reserve the absolute right to waive any of the conditions of
the exchange offer or any defect or irregularities in tenders of any particular
holder whether or not similar defects or irregularities are waived in the case
of other holders. Neither we, the exchange agent nor any other person will be
under any duty to give notification of any defects or irregularities in tenders
or shall incur any liability for failure to give any such notification. Our
interpretation of the terms and conditions of the exchange offer (including the
letter of transmittal and the instructions thereto) will be final and binding.

TERMS AND CONDITIONS OF THE LETTER OF TRANSMITTAL

The letter of transmittal contains, among other things, the following terms
and conditions, which are part of the exchange offer.

By tendering your original notes for exchange, you thereby exchange, assign
and transfer the original notes to us and irrevocably constitute and appoint the
exchange agent as your agent and attorney-in-fact to cause the original notes to
be assigned, transferred and exchanged. You will be required to represent and
warrant that you have full power and authority to tender, exchange, assign and
transfer the original notes and to acquire exchange notes issuable upon the
exchange of those tendered original notes, and that, when the same are accepted
for exchange, we will acquire good and unencumbered title to the tendered
original notes, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim or proxy. You will also
warrant that you will, upon request, execute and deliver any additional
documents deemed by us to be necessary or desirable to complete the exchange,
assignment and transfer of tendered original notes by us, and the issuance of
exchange notes in exchange for those notes shall constitute performance in full
by us of our obligations under the registration rights agreement and that we
will have no further obligations or liabilities under that agreement (except in
certain limited circumstances). All authority conferred by you will survive your
death or incapacity, and all of your obligations will be binding upon your
heirs, legal representatives, successors, assigns, executors and administrators.

By tendering original notes and executing the letter of transmittal, or
transmitting an agent's message, as the case may be, you represent that:

- you are not an affiliate of ours as defined in Rule 405 of the Securities
Act of 1933;

- you are not a broker-dealer that owns original notes acquired directly
from us or from an affiliate of ours;

- you are acquiring the exchange notes offered hereby in the ordinary
course of business; and

- you have not agreed with anyone to distribute the exchange notes.

If you are a broker-dealer that purchased original notes for your own
account as part of market-making or other trading activities, you represent that
you have not agreed with us or our affiliates to distribute the exchange notes
and agree to deliver a prospectus in connection with any resale of the exchange
notes; and you may exclude the representation in the last bullet point above.

No person has been authorized to give any information or to make any
representations in connection with the exchange offer other than those contained
in this prospectus. If given or made, such information or representations should
not be relied upon as having been authorized by us. Neither the delivery of this
44

prospectus nor any exchange made hereunder shall, under any circumstances,
create any implication that there has been no change in our business since the
respective dates as of which information is given herein. We are not making the
exchange offer to (nor will tenders be accepted from or on behalf of) holders of
original notes in any jurisdiction in which the making of the exchange offer or
the acceptance thereof would not be in compliance with the laws of such
jurisdiction. However, we may, at our discretion, take such action as we may
deem necessary to make the exchange offer in any such jurisdiction and extend
the exchange offer to holders of original notes in such jurisdiction. In any
jurisdiction the securities laws or blue sky laws of which require the exchange
offer to be made by a licensed broker or dealer, the exchange offer may be made
on our behalf by one or more registered brokers or dealers which are licensed
under the laws of such jurisdiction.

WITHDRAWAL RIGHTS

You may withdraw any original notes you have tendered pursuant to the
exchange offer at any time prior to the date on which the exchange offer
expires.

For a withdrawal to be effective, a written or facsimile transmission
notice of withdrawal must be timely received by the exchange agent at its
address set forth below in the "Exchange agent" section prior to the date on
which the exchange offer expires. Any such notice of withdrawal must state:

- the person named in the letter of transmittal as having tendered original
notes to be withdrawn;

- if possible, the certificate numbers of original notes to be withdrawn;

- the principal amount of original notes to be withdrawn;

- a statement that such holder is withdrawing its election to have those
original notes exchanged, and

- the name of the registered holder of those original notes.

The withdrawal notice must be signed by the holder in the same manner as
the original signature on the letter of transmittal (including any required
signature guarantees) or be accompanied by evidence satisfactory to us that the
person withdrawing the tender has succeeded to the beneficial ownership of the
original notes being withdrawn.

The exchange agent will return the properly withdrawn original notes
promptly following receipt of the notice of withdrawal. We will determine all
questions as to the validity of notices of withdrawal, including time of
receipt, and such determinations will be final and binding on all persons.

ACCEPTANCE OF ORIGINAL NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES

Upon the terms and subject to the conditions of the exchange offer, we will
choose and notify the exchange agent of the date on which the acceptance for
exchange of original notes validly tendered and not withdrawn and the issuance
of the exchange notes will be made. For the purposes of the exchange offer, we
will be deemed to have accepted for exchange validly tendered original notes
when we have given written notice thereof to the exchange agent.

The exchange agent will act as agent for the tendering holders of original
notes for the purposes of receiving exchange notes from us and causing the
original notes to be assigned, transferred and exchanged. Upon the terms and
subject to the conditions of the exchange offer, delivery of the exchange notes
to be issued in exchange for accepted original notes will be made by the
exchange agent promptly after acceptance of the tendered original notes.
Original notes not accepted for exchange by us will be returned without expense
to the tendering holders (or in the case of original notes tendered by
book-entry transfer into the exchange agent's account at DTC pursuant to the
procedures described above, such non-exchanged original notes will be credited
to an account maintained with DTC) promptly following the date on which the
exchange offer expires, or, if we terminate the exchange offer prior to such
date, promptly after the exchange offer is so terminated.

ACCRUED INTEREST ON EXCHANGE NOTES

You will not receive accrued but unpaid interest on original notes at the
time you tender them. Rather, that interest will be payable on the exchange
notes delivered in exchange for the original notes on the first interest payment
date after the exchange date.

ACCOUNTING TREATMENT

The exchange notes will be recorded at the same carrying value as the
original notes for which they are exchanged, which is the aggregate principal
amount of the original notes, as reflected in our accounting records on the date
of exchange. Accordingly, no gain or loss for accounting purposes will be
recognized in connection with the exchange offer. The cost of the exchange offer
will be amortized over the term of the exchange notes.

EXCHANGE AGENT

Wachovia Bank has been appointed as the exchange agent for the exchange
offer. You should direct questions and requests for assistance and requests for
additional copies of this prospectus or of the letter of transmittal to the
exchange agent as follows:

By Mail, Hand or Overnight Delivery:

Wachovia Bank
Customer Information Center
Corporate Trust Operations -- NC1153
1525 West WT Harris Blvd -- 3C3
Charlotte, NC 28262
Attention: Ms. Marsha Rice

Telephone:

(704) 590-7413

By Fax (for eligible institutions only):

(704) 590-7628

Delivery to an address other than as stated above, or transmissions of
instructions to a facsimile number other than the one stated above, will not
constitute a valid delivery.

FEES AND EXPENSES

We have not retained any dealer-manager or similar agent in connection with
the exchange offer and will not make any payments to brokers, dealers or others
for soliciting acceptances of the exchange offer. We will, however, pay the
exchange agent reasonable and customary fees for its services and will reimburse
it for reasonable out-of-pocket expenses in connection with its services. We
will also pay brokerage houses and other custodians, nominees and fiduciaries
the reasonable out-of-pocket expenses incurred by them in forwarding tenders for
their customers. We will pay the expenses to be incurred in connection with the
exchange offer, including the fees and expenses of the exchange agent, printing,
accounting and legal fees.

Holders who tender their original notes for exchange notes will not be
obligated to pay any transfer taxes in connection with the exchange. If,
however, exchange notes are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the original notes tendered,
or if a transfer tax is imposed for any reason other than the exchange of the
original notes in connection with the exchange offer, then the amount of any
such transfer taxes (whether imposed on the registered holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption from such taxes is not submitted with the
letter of transmittal, the amount of such taxes will be billed directly to such
tendering holder.
46

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a description of our material indebtedness, other than the
original notes and the exchange notes. The following summaries are qualified in
their entirety by reference to the credit and security agreements and indentures
to which each summary relates, copies of which we will provide upon request.

NEW BANK CREDIT FACILITY

We are in the process of replacing our existing bank credit facility. We
expect the new bank credit facility, for which JPMorgan Chase Bank will act as
administrative agent, will be comprised of a $250 million revolving bank credit
facility and $1 billion term facility. We expect the new bank credit facility
will contain similar covenants and restrictions as our existing bank credit
facility.

EXISTING BANK CREDIT FACILITY

Our existing bank credit facility, for which JPMorgan Chase Bank serves as
administrative agent, consists of (1) a $350 million revolving bank credit
facility, (2) a $650 million term facility with two tranches, a $450 million
Term A facility and a $200 million Term B facility, and (3) a $750 million
incremental facility of which $450 million has been funded in four tranches, a
$20 million Series A-1 facility, a $130 million Series A-2 facility, a $100
million B-1 facility, and a $200 million Series C facility.

REDUCTIONS IN COMMITMENTS; AMORTIZATION

Beginning on March 31, 2002, the amount available for borrowing under the
revolving bank credit facility began to be reduced quarterly in annual
increments of 10%, 10%, 30% and 35% of the original commitment with a final
payment of 15% on March 31, 2006. The Term A loans, the Term B loans and the
Series A-1, A-2 and B-1 began amortizing on September 30, 2001. The Series C
loans will begin amortizing on March 31, 2003. The Term A, Series A-1 and A-2
loans amortize in increasing quarterly installments. The Term B, Series B-1 and
Series C loans amortize in nominal amounts until maturity. The revolving bank
credit facility, the Term A facility loans and the Series A-1 and A-2 loans will
mature on March 1, 2006. The Term B and Series B-1 loans will mature on August
1, 2006. The Series C loans will mature on February 1, 2007.

INTEREST

Interest on borrowings under the facilities will be calculated, at our
option, at a spread above a base rate equal to either:

- the "Adjustable Base Rate" which is equal to the highest of:

(1) the rate publicly announced by JPMorgan Chase Bank as its prime
lending rate;

(2) the secondary market rate for three-month certificates of deposit
plus 1%; and

(3) the applicable federal funds rate plus 0.5%;

- the rate at which eurodollar deposits for one, two, three or six months
(as selected by us) are quoted on the Dow Jones Telerate Screen.

The spread applicable to borrowings under the revolving credit and Term A
facilities will be determined by reference to our trailing leverage ratio (total
debt to trailing four fiscal quarter EBITDA, as defined in the existing bank
credit facility). The spread applicable for borrowings under the Term B facility
will be 1.25% for base rate loans and 2.25% for eurodollar loans.

GUARANTEES; SECURITY

Our obligations under our bank credit facility are guaranteed by Lamar
Advertising and all of our consolidated subsidiaries, except Missouri Logos, a
Partnership, a non-wholly-owned subsidiary. The guarantees are secured by a
pledge of all of our capital stock and all of the capital stock of those
subsidiaries.

COVENANTS

The existing bank credit facility places certain restrictions upon our, and
our subsidiaries', ability to, among other things:

- incur additional indebtedness;

- incur liens or guarantee obligations;

- pay dividends and make other distributions including distributions to
Lamar Advertising;

- make investments and enter into joint ventures or hedging agreements;

- dispose of assets; and

- engage in transactions with affiliates except on an arms-length basis.

In addition, the existing bank credit facility requires us and our
subsidiaries to maintain the following financial ratios:

- a total debt ratio, defined as total consolidated debt to pro forma
EBITDA for the most recent four fiscal quarters, of between 5.75 to 1 and
5.50 to 1;

- a senior debt ratio, defined as total consolidated senior debt to pro
forma EBITDA for the most recent four fiscal quarters, of between 3.50 to
1 and 3.00 to 1;

- an interest coverage ratio, defined as pro forma EBITDA for the most
recent four fiscal quarters to total consolidated accrued interest
expense for that period, of 2.20 to 1; and

- a fixed charges coverage ratio, defined as the ratio of pro forma EBITDA
for the most recent four fiscal quarters to (1) the total payments of
principal and interest on debt for such period (2) capital expenditures
made during such period and (3) income and franchise tax payments made
during such period, of at least 1.05 to 1.

CHANGE OF CONTROL

A change of control of Lamar Media constitutes an event of default,
permitting the lenders to accelerate the indebtedness and terminate the existing
bank credit facility. A change in control would occur if:

- we cease to be a wholly owned subsidiary of Lamar Advertising;

- Charles W. Lamar, III or Kevin P. Reilly, Sr. and their immediate family
(including grandchildren) and entities under their control no longer hold
sufficient voting stock to elect at all times a majority of the board of
directors;

- anyone other than the holders specified in the preceding bullet acquire
shares of Lamar Advertising representing more than 20% of the ordinary
voting power or acquire control of Lamar Advertising; or

- a majority of the seats on Lamar Advertising's board is occupied by
persons who were neither nominated by the board of directors of Lamar
Advertising nor appointed by directors so nominated.

8 5/8% SENIOR SUBORDINATED NOTES DUE 2007

On September 25, 1997, we issued $200 million aggregate principal amount of
8 5/8% Senior Subordinated Notes due 2007 under an indenture among us, as
issuer, certain of our subsidiaries and State Street Bank and Trust Company, as
trustee. These notes are senior subordinated unsecured obligations, which are
subordinated to indebtedness under the existing bank credit facility and our
other senior indebtedness. These notes rank on parity with the 9 5/8% Senior
Subordinated Notes due 2006 and are senior to all of our other existing and
future subordinated indebtedness. These notes bear interest at 8 5/8% per annum,
payable twice a year on each March 15 and September 15.

We may redeem these notes, in whole or in part, at any time on or after
September 15, 2002. If a redemption occurs before September 15, 2005, we will
pay a premium on the principal amount of the notes. This premium decreases
annually from approximately 4.3% for a redemption on or after September 15,
2002, to approximately 1.5% for a redemption on or after September 15, 2004, and
is phased out completely on September 15, 2005.

Our obligations under these notes are guaranteed by all of our
subsidiaries, except Missouri Logos, a Partnership. The guarantees under these
notes are subordinated in right of payment to the guarantees under our existing
bank credit facility.

The holders of these notes may force us to immediately repay the principal
on these notes, including interest to the acceleration date, if, among other
things, we fail to make payments on other indebtedness under which we have at
least $10 million outstanding.

The indenture places certain restrictions upon our ability and the ability
of our subsidiaries to, among other things:

- incur additional indebtedness;

- issue preferred stock;

- pay dividends or make other distributions or redeem capital stock;

- incur liens or guarantee obligations;

- dispose of assets; and

- engage in transactions with affiliates except on an arms' length basis.

Upon a "change of control" (as defined in the indenture), we will be
obligated to offer to purchase all of the outstanding notes at a purchase price
of 101% of the principal amount plus accrued interest, if any. In addition, if
we sell certain assets, we will be obligated to offer to purchase outstanding
notes with the proceeds of the asset sale at a purchase price of 100% of the
principal amount plus accrued interest, if any.

9 5/8% SENIOR SUBORDINATED NOTES DUE 2006

On November 27, 1996, we issued $255 million aggregate principal amount of
9 5/8% Senior Subordinated Notes due 2006 under an indenture between us, as
issuer, certain of our subsidiaries and State Street Bank and Trust Company, as
trustee. These notes are senior subordinated unsecured obligations, which are
subordinated to indebtedness under the existing bank credit facility and our
other senior indebtedness. These notes rank on parity with the 8 5/8% Senior
Subordinated Notes and are senior to all of our other existing and future
subordinated indebtedness. These notes bear interest at 9 5/8% per annum.
Interest is payable twice a year on each June 1 and December 1.

On December 23, 2002, we called for full redemption of these notes on
January 22, 2003 and gave their trustee irrevocable instructions to redeem them
at a redemption price equal to 103.208% of the aggregate principal amount
thereof plus accrued interest to the redemption date of approximately $3.5
million. The total redemption price of approximately $266.7 million was
deposited with the trustee, solely for the benefit of the holders of our 9 5/8%
Senior Subordinated Notes due 2006, and will used to redeem the notes on January
22, 2003.
49

The indenture for these notes contains covenants covering matters identical
to those contained in the indenture for the 8 5/8% Senior Subordinated Notes
described above and contains identical guarantee, change of control, asset sale
and repurchase provisions.

11% SENIOR NOTES DUE 2003

On May 15, 1993, we issued $100 million aggregate principal amount of 11%
Senior Notes due May 15, 2003 pursuant to an indenture between us, as issuer,
certain of our subsidiaries and State Street Bank and Trust Company, as trustee.
In November 1996 we conducted a tender offer for the 11% Senior Notes, in which
we purchased all validly tendered notes. There are currently $1.2 million
aggregate principal amount of 11% Senior Notes outstanding. They bear interest
at 11% per annum. Interest is payable semi-annually on each May 15 and November
15. They are our senior obligations ranking senior to all present and future
subordinated indebtedness. The indenture places certain restrictions on our
ability to incur indebtedness if the ratio of our consolidated indebtedness to
consolidated operating cash flow for the most recently ended 12 month period is
greater than 7.5 to 1.

8% SUBORDINATED NOTES DUE 2006

We have 8% subordinated notes due 2006 of which there were $7.8 million
aggregate principal amount outstanding at September 30, 2002. The ten-year
subordinated notes were issued as a portion of the consideration paid on account
of stock redemptions occurring in October 1995 and March 1996. These notes bear
interest at an annual rate of 8% and amortize monthly until their maturity in
2006.

DESCRIPTION OF THE EXCHANGE NOTES

The exchange notes will be issued under an indenture, dated as of December
23, 2002, among Lamar Media, the Guarantors and Wachovia Bank of Delaware,
National Association, as trustee. The terms of the exchange notes include those
stated in the indenture and those made part of the indenture by reference to the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as in
effect on the date of the indenture. The exchange notes are subject to all such
terms, and holders of the exchange notes are referred to the indenture and the
Trust Indenture Act for a statement of the terms therein. The following is a
summary of the material terms and provisions of the exchange notes. The
indenture was filed as an exhibit to our current report on Form 8-K filed on
December 27, 2002. The following is a summary of the material terms and
provisions of the exchange notes. This summary does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, all the
provisions of the indentures a copy of which is available from us upon request.
The definitions of certain capitalized terms are set forth under "-- Certain
Definitions" or as otherwise defined throughout this description. For purposes
of this description, references to "Lamar Media" include only Lamar Media Corp.
and not its Subsidiaries and "Lamar Advertising" includes only Lamar Advertising
Company and not its Subsidiaries.

GENERAL

The exchange notes will be:

- general unsecured obligations of Lamar Media;

- subordinated in right of payment to all existing and future Senior
Indebtedness of Lamar Media;

- pari passu in right of payment with Lamar Media's existing 9 5/8% Senior
Subordinated Notes due 2006 and the 8 5/8% Senior Subordinated Notes due
2007 and any additional future senior subordinated Indebtedness of Lamar
Media;

- senior in right of payment to any existing or future subordinated
Indebtedness of Lamar Media; and

- effectively subordinated to any secured Indebtedness of Lamar Media or
any of its Subsidiaries to the extent of the value of the assets securing
such Indebtedness.

The exchange notes will be unconditionally guaranteed by each of our
existing and future Restricted Subsidiaries. On the Issue Date, all of our
Subsidiaries (other than Missouri Logos, a Partnership) will guarantee the
exchange notes. The Guarantees will be:

- general unsecured obligations of each Guarantor;

- subordinated in right of payment to all existing and future Senior
Indebtedness of each Guarantor;

- pari passu in right of payment with each Guarantor's guarantee of Lamar
Media's existing 9 5/8% Senior Subordinated Notes due 2006 and the 8 5/8%
Senior Subordinated Notes due 2007 and any additional future senior
subordinated Indebtedness of such Guarantor;

- senior in right of payment to any existing or future subordinated
Indebtedness of each Guarantor; and

- effectively subordinated to any secured Indebtedness of each Guarantor to
the extent of the value of the assets securing such Indebtedness.

The exchange notes will be issued in an initial aggregate principal amount
of $260 million. We may from time to time issue additional notes pursuant to the
indenture having identical terms and conditions to the exchange notes we are
currently offering (the "Additional Notes"). We will only be permitted to issue
such Additional Notes if at the time of such issuance, and after giving effect
thereto, we are in compliance with the covenants contained in the indenture. Any
Additional Notes will be part of the same issue as the exchange notes that we
are currently offering and will vote on all matters with the exchange notes. In
addition, Lamar Media may incur additional indebtedness if at the time of such
issuance, and after giving effect thereto, we are in compliance with the
covenants contained in the indenture.
51

MATURITY, INTEREST AND PRINCIPAL

The exchange notes will mature on January 1, 2013. The exchange notes will
bear interest at a rate of 7 1/4% per year from the date of original issuance
until maturity. Interest is payable semi-annually in arrears on July 1 and
January 1 commencing July 1, 2003, to holders of record of the exchange notes at
the close of business on the immediately preceding June 15 and December 15.

The exchange notes will not be entitled to the benefit of any mandatory
sinking fund.

OPTIONAL REDEMPTION

The notes will be redeemable at the option of Lamar Media, in whole or in
part, at any time on or after January 1, 2008 at the following redemption prices
(expressed as a percentage of principal amount), together, in each case, with
accrued and unpaid interest to the redemption date, if redeemed during the
twelve-month period beginning on January 1, of each year listed below:

<Table>
<Caption>
YEAR PERCENTAGE
- ---- ----------

2008........................................................ 103.625%
2009........................................................ 102.417%
2010........................................................ 101.208%
2011 and thereafter......................................... 100.000%
</Table>

Notwithstanding the foregoing, Lamar Media may redeem in the aggregate up
to 35% of the aggregate principal amount of notes at any time and from time to
time prior to January 1, 2006 at a redemption price equal to 107.25% of the
aggregate principal amount so redeemed, plus accrued interest to the redemption
date out of the Net Proceeds of one or more Public Equity Offerings; provided,
however, that at least 65% of the aggregate principal amount of notes originally
issued remain outstanding immediately after the occurrence of any such
redemption and that any such redemption occurs within 120 days following the
closing of any such Public Equity Offering.

In the event of redemption of fewer than all of the notes, the trustee
shall select by lot or in such other manner as it shall deem fair and equitable
the notes to be redeemed; provided, however, that if a partial redemption is
made with the proceeds of a Public Equity Offering, selection of the notes for
redemption shall be made by the trustee only on a pro rata basis, unless such
method is otherwise prohibited. The notes will be redeemable in whole or in part
upon not less than 30 nor more than 60 days' prior written notice, mailed by
first class mail to a holder's last address as it shall appear on the register
maintained by the Registrar of the notes. On and after any redemption date,
interest will cease to accrue on the notes or portions thereof called for
redemption unless Lamar Media shall fail to redeem any such Note.

SUBORDINATION

The indebtedness represented by the notes, including principal, premium, if
any, and interest, will be, to the extent and in the manner provided in the
indenture, subordinated in right of payment to the prior payment and
satisfaction in full in cash of all existing and future Senior Indebtedness of
Lamar Media. As of September 30, 2002, the principal amount of outstanding
Senior Indebtedness of Lamar Media, on a consolidated basis, was approximately
$992.5 million. We will have the ability to incur additional Senior Indebtedness
under the Senior Credit Facility and will be permitted to incur additional
Senior Indebtedness under the indenture.

The indenture provides that no payment (by set-off or otherwise) may be
made by or on behalf of Lamar Media on account of the principal of, premium, if
any, or interest on the notes, or on account of the redemption provisions of the
notes, for cash or property (other than Junior Securities) (i) upon the maturity
of any Senior Indebtedness of Lamar Media by lapse of time, acceleration (unless
waived) or otherwise, unless and until all principal of, premium, if any, and
the interest on such Senior Indebtedness are first paid in full in cash or (ii)
in the event of default in the payment of any principal, premium (if

any) or interest in respect of any Senior Indebtedness of Lamar Media when it
becomes due and payable, whether at maturity or at a date fixed for prepayment
or by declaration or otherwise (a "Payment Default"), unless and until such
Payment Default has been cured or waived or otherwise has ceased to exist.

Upon (i) the happening of an event of default (other than a Payment
Default) that permits the holders of Designated Senior Indebtedness to declare
such Designated Senior Indebtedness to be due and payable and (ii) written
notice of such event of default given to Lamar Media and the trustee by the
representative of the holders of such Designated Senior Indebtedness (a "Payment
Notice"), then, unless and until such event of default has been cured or waived
or otherwise has ceased to exist, no payment (by set-off or otherwise) may be
made by or on behalf of Lamar Media on account of the principal of, premium, if
any, or interest on the notes, or on account of the redemption provisions of the
notes, in any such case, other than payments made with Junior Securities.
Notwithstanding the foregoing, unless the Designated Senior Indebtedness in
respect of which such event of default exists has been declared due and payable
in its entirety within 179 days after the Payment Notice is delivered as set
forth above (the "Payment Blockage Period") (and such declaration has not been
rescinded or waived), at the end of the Payment Blockage Period, Lamar Media
shall, unless a Payment Default exists, be required to pay all sums not paid to
the holders of the notes during the Payment Blockage Period due to the foregoing
prohibitions and to resume all other payments as and when due on the notes. Any
number of Payment Notices may be given; provided, however, that (i) not more
than one Payment Notice shall be given within a period of any 360 consecutive
days, and (ii) no default that existed upon the date of such Payment Notice, if
the representative of the holders of Designated Senior Indebtedness that gave
such Payment Notice knew of such default on such date (whether or not such event
of default is on the same issue of Designated Senior Indebtedness), shall be
made the basis for the commencement of any other Payment Blockage Period unless
such default has been cured or waived for a period of at least 90 consecutive
days.

Upon any distribution of assets of Lamar Media upon any dissolution,
winding up, total or partial liquidation or reorganization of Lamar Media,
whether voluntary or involuntary, in bankruptcy, insolvency, receivership or a
similar proceeding or upon assignment for the benefit of creditors or any
marshalling of assets or liabilities, (i) the holders of all Senior Indebtedness
of Lamar Media will first be entitled to receive payment in full in cash before
the holders of notes are entitled to receive any payment on account of principal
of, premium, if any, and interest on the notes (other than Junior Securities)
and (ii) any payment or distribution of assets of Lamar Media of any kind or
character from any source, whether in cash, property or securities (other than
Junior Securities) to which the holders of notes or the trustee on behalf of the
holders of notes would be entitled (by set-off or otherwise), except for the
subordination provisions contained in the indenture, will be paid by the
liquidating trustee or agent or other person making such a payment or
distribution directly to the holders of such Senior Indebtedness or their
representative to the extent necessary to make payment in full in cash on all
such Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution to the holders of such Senior Indebtedness.

In the event that, notwithstanding the foregoing, any payment or
distribution of assets of Lamar Media (other than Junior Securities) shall be
received by the trustee at a time when such payment or distribution is
prohibited by the foregoing provisions, such payment or distribution shall be
held in trust for the benefit of the holders of such Senior Indebtedness, and
shall be paid or delivered by the trustee to the holders of such Senior
Indebtedness remaining unpaid or unprovided for or to their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any of such Senior Indebtedness may have been
issued, ratably according to the aggregate principal amounts remaining unpaid on
account of such Senior Indebtedness held or represented by each, for application
to the payment of all such Senior Indebtedness remaining unpaid, to the extent
necessary to pay or to provide for the payment of all such Senior Indebtedness
in full in cash after giving effect to any concurrent payment or distribution to
the holders of such Senior Indebtedness.

By reason of such subordination, in the event of liquidation or insolvency,
creditors of Lamar Media who are holders of Senior Indebtedness may recover
more, ratably, than the holders of the notes, and funds which would be otherwise
payable to the holders of the notes will be paid to the holders of the Senior
Indebtedness to the extent necessary to pay the Senior Indebtedness in full, and
Lamar Media may be unable to meet its obligations fully with respect to the
notes.

Each Guarantee will, to the extent set forth in the indenture, be
subordinated in right of payment to the prior payment in full of all Senior
Indebtedness of the respective Guarantor, including obligations of such
Guarantor with respect to the Senior Credit Facility (including any guarantee
thereof), and will be subject to the rights of holders of Designated Senior
Indebtedness of such Guarantor to initiate blockage periods, upon terms
substantially comparable to the subordination of the notes to all Senior
Indebtedness of Lamar Media.

If Lamar Media or any Guarantor fails to make any payment on the notes or
any Guarantee, as the case may be, when due or within any applicable grace
period, whether or not on account of payment blockage provisions, such failure
would constitute an Event of Default under the indenture and would enable the
holders of the notes to accelerate the maturity thereof. See "-- Events of
default."

A holder of notes by his acceptance of notes agrees to be bound by such
provisions and authorizes and expressly directs the trustee, on his behalf, to
take such action as may be necessary or appropriate to effectuate the
subordination provided for in the indenture and appoints the trustee his
attorney-in-fact for such purpose.

GUARANTEES

The notes are guaranteed on a senior subordinated basis by the Guarantors.
All payments pursuant to the Guarantees by the Guarantors are subordinated in
right of payment to the prior payment in full of all Senior Indebtedness of the
Guarantors, including guarantees of indebtedness outstanding under the Senior
Credit Facility, to the same extent and in the same manner that all payments
pursuant to the notes are subordinated in right of payment to the prior payment
in full of all Senior Indebtedness of Lamar Media, pari passu in right of
payment with the guarantees of our existing 9 5/8% Senior Subordinated Notes due
2006 and our 8 5/8% Senior Subordinated Notes due 2007 and any future senior
subordinated indebtedness of the Guarantors, and senior in right to payment to
any future subordinated indentures of the Guarantors.

The obligations of each Guarantor are limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, without limitation, any guarantees of Senior Indebtedness)
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor
under its Guarantee or pursuant to its contribution obligations under the
indenture, result in the obligations of such Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law. In making any calculation relevant to determining such maximum
amount, all Senior Indebtedness shall be deemed to have been incurred prior to
the Issue Date. Each Guarantor that makes a payment or distribution under a
Guarantee shall be entitled to a contribution from each other Guarantor in a pro
rata amount based on the Adjusted Net Assets of each Guarantor. See "Risk
factors -- Federal and state statutes allow courts, under specific
circumstances, to void the guarantees of the notes by our subsidiaries and
require the holders of the notes to return payments received from the subsidiary
guarantors."

Upon (i) the release or payment in full of any Indebtedness of such
Guarantor representing a guarantee of Indebtedness of Lamar Media and the
release of all Liens on the property and assets of such Guarantor relating to
any such Indebtedness or (ii) the sale or disposition (whether by merger, sale
of stock or otherwise) of a Guarantor (or substantially all of its assets) to an
entity which is not a Subsidiary of Lamar Media which is otherwise in compliance
with the indenture (and providing that the guarantee and Liens referred to in
the foregoing clause (i) are also released at such time), such Guarantor shall
be deemed released from all its obligations under the indenture and its
Guarantee.

CERTAIN COVENANTS

The indenture will contain, among others, the following covenants.

LIMITATION ON ADDITIONAL INDEBTEDNESS AND PREFERRED STOCK OF RESTRICTED
SUBSIDIARIES

Lamar Media will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, incur any Indebtedness (including Acquired Indebtedness)
other than Permitted Indebtedness, and will not permit any Restricted Subsidiary
to issue any Preferred Stock, unless:

(a) after giving effect to the incurrence of such Indebtedness and the
issuance of any such Preferred Stock and the receipt and application of the
proceeds thereof, Lamar Media's Leverage Ratio is less than 6.50 to 1; and

(b) no Default or Event of Default shall have occurred and be
continuing at the time or as a consequence of the incurrence of such
Indebtedness or the issuance of such preferred stock.

Notwithstanding the foregoing, Preferred Stock may only be issued by a
Restricted Subsidiary pursuant to the preceding sentence to the extent such
Restricted Subsidiary is a Guarantor.

Notwithstanding the foregoing, Lamar Media and the Restricted Subsidiaries
may incur Permitted Indebtedness; provided, however, that Lamar Media will not
incur any Permitted Indebtedness that ranks junior in right of payment to the
notes that has a maturity or mandatory sinking fund payment prior to the
maturity of the notes.

LIMITATION ON RESTRICTED PAYMENTS

Lamar Media will not make, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, make, any Restricted Payment unless:

(a) no Default or Event of Default shall have occurred and be
continuing at the time of or immediately after giving effect to such
Restricted Payment;

(b) immediately after giving pro forma effect to such Restricted
Payment, Lamar Media could incur $1.00 of additional Indebtedness (other
than Permitted Indebtedness) under the covenant set forth under "Limitation
on Additional Indebtedness"; and

(c) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments declared or made after the Issue Date
does not exceed the sum of:

(1) 100% of Lamar Media's Cumulative EBITDA minus 1.4 times Lamar
Media's Cumulative Consolidated Interest Expense, plus

(2) 100% of the aggregate Net Proceeds and the fair market value of
securities or other property received by Lamar Media, after January 1,
2001, from (a) the issue or sale of Capital Stock (other than
Disqualified Capital Stock or Capital Stock of Lamar Media issued to any
Subsidiary of Lamar Media) of Lamar Media or any Indebtedness or other
securities of Lamar Media convertible into or exercisable or
exchangeable for Capital Stock (other than Disqualified Capital Stock)
of Lamar Media which has been so converted or exercised or exchanged, as
the case may be, (b) any capital contribution to Lamar Media from Lamar
Advertising and (c) any loans made to Lamar Media by Lamar Advertising
prior to the Issue Date upon the cancellation of such loans by Lamar
Advertising, plus

(3) the net reductions in Investments (other than reductions in
Permitted Investments) in any Person resulting from payments of interest
on Indebtedness, dividends, repayments of loans, partial or total
releases or discharges of Guaranteed Permitted Unrestricted Subsidiary
Obligations, or from designations of Unrestricted Subsidiaries as
Restricted Subsidiaries, valued in each case at the fair market value
thereof, not to exceed the amount of Investments previously made by
Lamar Media and its Restricted Subsidiaries in such Person.

For purposes of determining under this clause (c) the amount expended for
Restricted Payments, cash distributed shall be valued at the face amount
thereof and property other than cash shall be valued at its fair market
value as determined by the board of directors reasonably and in good faith.

The provisions of this covenant shall not prohibit:

(i) the payment of any distribution within 60 days after the date of
declaration thereof, if at such date of declaration such payment would
comply with the provisions of the indenture;

(ii) the retirement of any shares of Capital Stock of Lamar Media or
Indebtedness of Lamar Media subordinated or pari passu in right of payment
to the notes by conversion into, or by or in exchange for, shares of
Capital Stock (other than Disqualified Capital Stock), or out of, the Net
Proceeds of the substantially concurrent sale (other than to a Subsidiary
of Lamar Media) of other shares of Capital Stock of Lamar Media (other than
Disqualified Capital Stock; provided, however, that the amount of any such
Net Proceeds that are utilized for any such retirement shall be excluded
from clause (c)(2) of the preceding paragraph;

(iii) the redemption or retirement of Indebtedness of Lamar Media
subordinated or pari passu in right of payment to the notes in exchange
for, by conversion into, or out of the Net Proceeds of, a substantially
concurrent sale or incurrence of Indebtedness of Lamar Media (other than
any Indebtedness owed to a Subsidiary of Lamar Media) that is, with respect
to any such subordinated Indebtedness, contractually subordinated in right
of payment to the notes to at least the same extent as the subordinated
Indebtedness being redeemed or retired, with respect to any such pari passu
Indebtedness, pari passu or subordinated in right of payment to the notes
and, with respect to any such subordinated or pari passu Indebtedness, (x)
has a Stated Maturity no earlier than the 91st day after the Final Maturity
Date or the final maturity date of the Indebtedness being redeemed or
retired, whichever is earlier and (y) has an Average Life to Stated
Maturity equal to or greater than the remaining Average Life to Stated
Maturity of the Indebtedness being redeemed or retired; provided, however,
that the amount of any such Net Proceeds that are utilized for any such
redemption or retirement shall be excluded from clause (c)(2) of the
preceding paragraph;

(iv) the funding of loans (but not including the forgiveness of any
such loan) to executive officers, directors and shareholders for relocation
loans, bonus advances and other purposes consistent with past practices or
the purchase, redemption or other acquisition for value of shares of
Capital Stock of Lamar Media (other than Disqualified Capital Stock) or
options on such shares held by Lamar Media's or the Restricted
Subsidiaries' officers or employees or former officers or employees (or
their estates or trusts or beneficiaries under their estates or trusts for
the benefit of such beneficiaries) upon the death, disability, retirement
or termination of employment of such current or former officers or
employees pursuant to the terms of an employee benefit plan or any other
agreement pursuant to which such shares of Capital Stock or options were
issued or pursuant to a severance, buy-sell or right of first refusal
agreement with such current or former officer or employee; provided,
however, that the aggregate amount of any such loans funded and cash
consideration paid, or distributions made, pursuant to this clause (iv) do
not in any one fiscal year exceed $1 million;

(v) the making of Investments in Unrestricted Subsidiaries and joint
ventures in an aggregate amount not to exceed $20 million; provided,
however, that Lamar Media or the Restricted Subsidiaries may make
additional Investments pursuant to this clause (v) up to an aggregate
amount not to exceed $10 million if Lamar Media is able, at the time of any
such Investment and immediately after giving effect thereto, to incur at
least $1.00 of additional Indebtedness (other than Permitted Indebtedness)
in compliance with the "Limitation on Additional Indebtedness" covenant;
provided further, however, that in calculating the aggregate amount of
Restricted Payments made subsequent to the Issue Date for purposes of
clause (c) of the immediately preceding paragraph, amounts expended
pursuant to clause (i) and this clause (v) shall be included in the
calculation;

(vi) the payment of any dividend or the making of any distribution to
Lamar Advertising in amounts sufficient to permit Lamar Advertising to pay
interest when due on the Convertible Notes or

any Indebtedness issued by Lamar Advertising to refinance the Convertible
Notes; provided, however, that such Indebtedness is (a) in an aggregate
principal amount that is equal to or less than the sum of (i) the aggregate
principal amount of the Convertible Notes outstanding, (ii) the amount of
any premium required to be paid in connection with such refinancing
pursuant to the terms of the Convertible Notes and (iii) the amount of
customary fees, expenses and costs related to the incurrence of such
Indebtedness and (b) scheduled to mature no earlier than the Convertible
Notes; and

(vii) distributions by Lamar Media to Lamar Advertising to permit
Lamar Advertising to pay obligations actually incurred by Lamar Advertising
in respect of the payment of certain operating expenses of Lamar Media or
the Restricted Subsidiaries in an aggregate amount in any fiscal year not
to exceed 5% of the total operating expenses of Lamar Media and the
Restricted Subsidiaries on a consolidated basis determined in accordance
with GAAP.

LIMITATION ON OTHER SENIOR SUBORDINATED DEBT

Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to directly or indirectly incur, contingently or otherwise, any
Indebtedness that is both (i) subordinate in right of payment to any Senior
Indebtedness of Lamar Media or any of the Subsidiary Guarantors, as the case may
be, and (ii) senior in right of payment to the notes or any of the Guarantees,
as the case may be.

LIMITATIONS ON LIENS

Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to, create, incur or otherwise cause or suffer to exist or become
effective any Liens of any kind (other than Permitted Liens) upon any Property,
assets, income or profit of Lamar Media or any Restricted Subsidiary or any
shares of stock or debt of any Restricted Subsidiary (whether or not any of the
foregoing is now owned or hereafter acquired) unless (i) if such Lien secures
Indebtedness which is pari passu in right of payment with the notes, then the
notes are secured on an equal and ratable basis with the obligations so secured
until such time as such obligation is no longer secured by a Lien or (ii) if
such Lien secures Indebtedness which is subordinated in right of payment to the
notes, any such Lien shall be subordinated to a Lien granted to the holders of
the notes in the same collateral as that securing such Lien to the same extent
as such subordinated Indebtedness is subordinated to the notes.

LIMITATION ON TRANSACTIONS WITH AFFILIATES

Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate (including entities in which Lamar Media or any of the Restricted
Subsidiaries own a minority interest) or holder of 10% or more of Lamar
Advertising's Common Stock (each of the foregoing, an "Affiliate Transaction")
or extend, renew, waive or otherwise modify the terms of any Affiliate
Transaction entered into prior to the Issue Date unless the terms of such
Affiliate Transaction are fair and reasonable to Lamar Media or such Restricted
Subsidiary, as the case may be, and the terms of such Affiliate Transaction are
at least as favorable as the terms which could be obtained by Lamar Media or
such Restricted Subsidiary, as the case may be, in a comparable transaction made
on an arm's-length basis between unaffiliated parties. In any Affiliate
Transaction involving an amount or having a value in excess of $2 million Lamar
Media must obtain a resolution of the board of directors approved by a majority
of the members of the board of directors (and a majority of the disinterested
members of the board of directors) certifying that such Affiliate Transaction
complies with this "Limitation on Transactions with Affiliates" covenant. In any
Affiliate Transaction (other than any transaction or series of related
transactions between Lamar Media or any of the Restricted Subsidiaries and
Interstate Highway Signs Corp. providing for the purchase of highway signage)
with a value in excess of $10 million Lamar Media must obtain a written opinion
that such Affiliate Transaction complies with this "Limitation on Transactions
with Affiliates" from an independent investment banking firm of nationally
recognized standing.
57

The foregoing provisions will not apply to:

(i) any Restricted Payment that is not prohibited by the provisions
described under "Limitations on Restricted Payments",

(ii) any transaction between Lamar Media and any of its Restricted
Subsidiaries or between Restricted Subsidiaries or

(iii) the payment of reasonable and customary regular fees to
directors of Lamar Media who are not employees of Lamar Media and any
employment and consulting arrangements entered into by Lamar Media or any
Restricted Subsidiary with their executives or consultants in the ordinary
course of business.

GUARANTEES OF CERTAIN INDEBTEDNESS

Lamar Media will not permit any of the Restricted Subsidiaries (other than
the Guarantors) to:

(a) incur, guarantee or secure through the granting of Liens the
payment of any Indebtedness of Lamar Media or any other Restricted
Subsidiary; or

(b) pledge any intercompany notes representing obligations of any of
the Restricted Subsidiaries to secure the payment of any Indebtedness of
Lamar Media,

in each case unless such Restricted Subsidiary, Lamar Media and the trustee
execute and deliver a supplemental indenture evidencing such Restricted
Subsidiary's Guarantee under the indenture. Thereafter, such Restricted
Subsidiary shall be a Guarantor for all purposes of the indenture.

LIMITATION ON DIVIDENDS AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES

Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction of any kind on the
ability of any Restricted Subsidiary to:

(a) pay dividends or make any other distributions to Lamar Media or
any Restricted Subsidiary on its Capital Stock;

(b) pay any Indebtedness owed to Lamar Media or any Restricted
Subsidiary;

(d) transfer any of its properties or assets to Lamar Media or any
Restricted Subsidiary;

(e) grant liens or security interests on the assets of Lamar Media or
the Restricted Subsidiaries in favor of the holders of the notes; or

(f) guarantee the notes or any renewals or refinancings thereof,

except for Permitted Dividend Encumbrances.

LIMITATION ON CERTAIN ASSET SALES

Lamar Media will not, and will not permit any of the Restricted
Subsidiaries to, consummate an Asset Sale unless:

(i) Lamar Media or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such sale or other disposition at
least equal to the fair market value thereof (as determined in good faith
by Lamar Media's board of directors, and evidenced by a board resolution);

(ii) not less than 75% of the consideration received by Lamar Media or
such Restricted Subsidiary, as the case may be, is in the form of cash or
cash equivalents (those equivalents allowed under "Temporary Cash
Investments"); provided, however, that the amount of (x) any liabilities of
Lamar Media or any Restricted Subsidiaries that are assumed by the
transferee of such assets and for
58

which Lamar Media and its Restricted Subsidiaries are released, including
any such Indebtedness of a Restricted Subsidiary whose stock is purchased
by the transferee and (y) any notes or other securities received by Lamar
Media or any such Restricted Subsidiary which are converted into cash
within 180 days after such Asset Sale (to the extent of cash received)
shall be deemed to be cash for purposes of this provision; provided
further, however, that Lamar Media or such Restricted Subsidiary will not
be required to comply with this clause (ii) with respect to a Permitted
Asset Swap; and

(iii) the Asset Sale Proceeds received by Lamar Media or such
Restricted Subsidiary are applied

(a) first, to the extent Lamar Media elects, or is required, to
permanently prepay, repay or purchase existing Senior Indebtedness (or
Purchase Money Indebtedness that ranks pari passu in right of payment
with the notes solely to the extent that such Asset Sale involves
property or assets securing such Purchase Money Indebtedness pursuant to
a lien granted pursuant to clause (v) of the definition of Permitted
Liens) within 270 days following the receipt of the Asset Sale Proceeds
from any Asset Sale; provided, however, that any such repayment shall
result in a permanent reduction of the commitments thereunder in an
amount equal to the principal amount so repaid;

(b) second, to the extent of the balance of Asset Sale Proceeds
after application as described above, to the extent Lamar Media elects,
to an investment in assets (including Capital Stock or other securities
purchased in connection with the acquisition of Capital Stock or
property of another Person) used or useful in businesses similar or
ancillary to the business of Lamar Media and the Restricted Subsidiaries
as conducted at the time of such Asset Sale; provided, however, that
such investment occurs and such Asset Sale Proceeds are so applied
within 270 days following the receipt of such Asset Sale Proceeds (the
"Reinvestment Date"); and

(c) third, if on the Reinvestment Date with respect to any Asset
Sale, the Available Asset Sale Proceeds exceed $15 million, Lamar Media
shall apply an amount equal to such Available Asset Sale Proceeds to an
offer to repurchase the notes, at a purchase price in cash equal to 100%
of the principal amount thereof plus accrued and unpaid interest, if
any, to the date of repurchase (an "Excess Proceeds Offer"); provided,
however, that Lamar Media may, at the time that it makes any such Excess
Proceeds Offer, also offer to purchase, at a price in cash equal to 100%
of the outstanding principal amount thereof plus accrued and unpaid
interest, if any, to the purchase date, any Indebtedness which ranks
pari passu in right of payment to the notes (a "Pari Passu Excess
Proceeds Offer") and to the extent Lamar Media so elects to make a Pari
Passu Excess Proceeds Offer, notes and such pari passu Indebtedness
shall be purchased pursuant to such Excess Proceeds Offer and Pari Passu
Excess Proceeds Offer, respectively, on a pro rata basis based on the
aggregate principal amount of such notes and pari passu Indebtedness
then outstanding. To the extent that the aggregate principal amount of
notes tendered pursuant to an Excess Proceeds Offer is less than the
Available Asset Sale Proceeds, Lamar Media may use such deficiency for
general corporate purposes. To the extent that the aggregate principal
amount of pari passu Indebtedness tendered pursuant to a Pari Passu
Excess Proceeds Offer is less than such pari passu Indebtedness's pro
rata share of such Available Asset Sale Proceeds, Lamar Media shall use
such remaining Available Asset Sale Proceeds to purchase any notes
validly tendered and not withdrawn pursuant to such Excess Proceeds
Offer. If the aggregate principal amount of notes validly tendered and
not withdrawn by holders thereof exceeds the Available Asset Sale
Proceeds or to the extent Lamar Media elects to make a Pari Passu Excess
Proceeds Offer, exceeds the notes' pro rata share of such Available
Asset Sale Proceeds, then notes to be purchased will be selected on a
pro rata basis. Upon completion of such Excess Proceeds Offer, the
amount of Available Asset Sale Proceeds shall be reset to zero.

If Lamar Media is required to make an Excess Proceeds Offer, Lamar Media
shall mail, within 30 days following the Reinvestment Date, a notice to the
holders stating, among other things:

(1) that such Holders have the right to require Lamar Media to apply
the Available Asset Sale Proceeds to repurchase such notes at a purchase
price in cash equal to 100% of the principal amount thereof plus accrued
and unpaid interest, if any, to the date of repurchase;

(2) the repurchase date, which shall be no earlier than 30 days and
not later than 60 days from the date such notice is mailed;

(3) the instructions, determined by Lamar Media, that each Holder must
follow in order to have such notes repurchased; and

(4) the calculations used in determining the amount of Available Asset
Sale Proceeds to be applied to the repurchase of such notes.

LIMITATION ON ISSUANCES AND SALES OF PREFERRED STOCK BY RESTRICTED
SUBSIDIARIES

Lamar Media (a) will not permit any of its Restricted Subsidiaries to issue
any Preferred Stock (other than to Lamar Media or a Wholly-Owned Restricted
Subsidiary of Lamar Media or as permitted by the first paragraph of "Limitation
on Additional Indebtedness and Preferred Stock of Restricted Subsidiaries") and
(b) will not permit any Person (other than Lamar Media or a Wholly-Owned
Restricted Subsidiary of Lamar Media) to own any Preferred Stock of any
Restricted Subsidiary of Lamar Media; provided, however, that this covenant
shall not prohibit the issuance and sale of (x) all, but not less than all, of
the issued and outstanding Capital Stock of any Restricted Subsidiary of Lamar
Media owned by Lamar Media or any of its Restricted Subsidiaries in compliance
with the other provisions of the indenture or (y) to the extent mandated by
applicable law, directors' qualifying shares or investments by foreign
nationals.

BOARD ACTION

Lamar Media will not take any action required by the indenture to be
approved by its board of directors unless concurrently therewith or prior
thereto the board of directors, or an authorized board committee thereof, of
Lamar Advertising approves such action.

PAYMENTS FOR CONSENT

Neither Lamar Media nor any of its Subsidiaries shall, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any holder of any notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of the
indenture or the notes unless such consideration is offered to be paid or agreed
to be paid to all holders of the notes which so consent, waive or agree to amend
in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.

REPORTS TO HOLDERS

So long as Lamar Media is subject to the periodic reporting requirements of
the Exchange Act, it will continue to furnish the information required thereby
to the Commission and to the holders of the notes. The indenture provides that
even if Lamar Media is entitled under the Exchange Act not to furnish such
information to the Commission or to the holders of the notes, they will
nonetheless continue to furnish such information to the Commission, holders of
the notes and prospective holders of the notes.

CHANGE OF CONTROL

Upon the occurrence of a Change of Control, Lamar Media shall be obligated
to make an offer to purchase (a "Change of Control Offer"), and shall purchase,
on a business day (the "Change of Control Purchase Date") not more than 60 nor
less than 30 days following the occurrence of the Change of

Control, all of the then outstanding notes at a purchase price (the "Change of
Control Purchase Price") equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, to the Change of Control Purchase Date. The
Company shall be required to purchase all notes properly tendered pursuant to
the Change of Control Offer and not withdrawn. The Change of Control Offer is
required to remain open for at least 20 business days and until the close of
business on the Change of Control Purchase Date.

In order to effect such Change of Control Offer, Lamar Media shall, not
later than the 30th day after the occurrence of the Change of Control, mail to
each holder of notes notice of the Change of Control Offer, which notice shall
govern the terms of the Change of Control Offer and shall state, among other
things, the procedures that holders of notes must follow to accept the Change of
Control Offer.

The occurrence of the events constituting a Change of Control under the
indenture will result in an event of default under the Senior Credit Facility
and, thereafter, the lenders will have the right to require repayment of the
borrowings thereunder in full. Lamar Media's obligations under the Senior Credit
Facility will constitute Designated Senior Indebtedness and will represent
obligations senior in right of payment to the notes. Consequently, the
subordination provisions of the indenture will have the effect of precluding the
purchase of the notes by Lamar Media in the event of a Change of Control, absent
consent of the lenders under the Senior Credit Facility or repayment of all
amounts outstanding thereunder (although the failure by Lamar Media to comply
with its obligations in the event of a Change of Control will constitute a
default under the notes). There can be no assurance that Lamar Media will have
adequate resources to repay or refinance all Indebtedness owing under the Senior
Credit Facility or to fund the purchase of any notes upon a Change of Control.

(A) If Lamar Media or any Restricted Subsidiary has issued any outstanding
Indebtedness that is subordinated in right of payment to the notes or the
Guarantee of such Restricted Subsidiary, as the case may be, or Lamar Media or
any Restricted Subsidiary has issued any Preferred Stock, and Lamar Media or
such Restricted Subsidiary is required to make a change of control offer or to
make a distribution with respect to such subordinated Indebtedness or Preferred
Stock in the event of a change of control, Lamar Media or such Restricted
Subsidiary shall not consummate any such offer or distribution with respect to
such subordinated Indebtedness or Preferred Stock until such time as Lamar Media
shall have paid the Change of Control Purchase Price in full to the holders of
notes that have accepted Lamar Media's Change of Control Offer and shall
otherwise have consummated the Change of Control Offer made to holders of the
notes and (B) Lamar Media or any Restricted Subsidiary will not issue
Indebtedness that is subordinated in right of payment to the notes or the
Guarantee of such Restricted Subsidiary and Lamar Media will not issue Preferred
Stock with change of control provisions requiring the payment of such
Indebtedness or Preferred Stock prior to the payment of the notes in the event
of a Change of Control under the indenture.

In the event that a Change of Control occurs and the holders of notes
exercise their right to require Lamar Media to purchase notes, if such purchase
constitutes a "tender offer" for purposes of Rule 14e-1 under the Exchange Act
at that time, Lamar Media will comply with the requirements of Rule 14e-1 as
then in effect with respect to such repurchase.

MERGER, CONSOLIDATION OR SALE OF ASSETS

Lamar Media will not, in any transaction or series of transactions, merge
or consolidate with or into, or sell, assign, convey, transfer, lease or
otherwise dispose of all or substantially all of its properties and assets as an
entirety to, any person or persons, and Lamar Media will not permit any of its
Restricted Subsidiaries to enter into any such transaction or series of
transactions if such transaction or series of transactions, in the aggregate,
would result in a sale, assignment, conveyance, transfer, lease or other
disposition of all or substantially all of the properties and assets of Lamar
Media or Lamar Media and its Restricted Subsidiaries, taken as a whole, to any
other person or persons, unless at the time of and after giving effect thereto:

(a) either (i) if the transaction or series of transactions is a
merger or consolidation, Lamar Media shall be the surviving person of such
merger or consolidation, or (ii) the person formed by
61

such consolidation or into which Lamar Media or such Restricted Subsidiary
is merged or to which the properties and assets of Lamar Media or such
Restricted Subsidiary, as the case may be, are transferred (any such
surviving person or transferee person being the "Surviving Entity") shall
be a corporation organized and existing under the laws of the United States
of America, any state thereof or the District of Columbia and shall
expressly assume by a supplemental indenture executed and delivered to the
trustee, in form reasonably satisfactory to the trustee, all the
obligations of Lamar Media under the notes and the indenture, and, in each
case, the indenture shall remain in full force and effect; and

(b) immediately before and immediately after giving effect to such
transaction or series of transactions on a pro forma basis (including,
without limitation, any Indebtedness incurred or anticipated to be incurred
in connection with or in respect of such transaction or series of
transactions), no Default or Event of Default shall have occurred and be
continuing and Lamar Media or the Surviving Entity, as the case may be,
after giving effect to such transaction or series of transactions on a pro
forma basis (including, without limitation, any Indebtedness incurred or
anticipated to be incurred in connection with or in respect of such
transaction or series of transactions), could incur $1.00 of additional
Indebtedness pursuant to the first paragraph of the covenant described
under "-- Certain Covenants -- Limitation on Indebtedness" above (assuming
a market rate of interest with respect to such additional Indebtedness).

In connection with any consolidation, merger or transfer of assets
contemplated by this provision, Lamar Media shall deliver, or cause to be
delivered, to the trustee, in form and substance reasonably satisfactory to the
trustee, an Officers' Certificate and an opinion of counsel, each stating that
such consolidation, merger or transfer and the supplemental indenture in respect
thereto comply with this provision and that all conditions precedent herein
provided for relating to such transaction or transactions have been complied
with.

EVENTS OF DEFAULT

The following events are "Events of Default":

(a) default in payment of any principal of, or premium, if any, on the
notes;

(b) default for 30 days in payment of any interest on the notes;

(c) default by Lamar Media or any Guarantor in the observance or
performance of any other covenant in the notes or the indenture for 45 days
after written notice from the trustee or the holders of not less than 25%
in aggregate principal amount of the notes then outstanding;

(d) default or defaults under one or more agreements, instruments,
mortgages, bonds, debentures or other evidences of Indebtedness under which
Lamar Media or any Restricted Subsidiary of Lamar Media then has
outstanding Indebtedness in excess of $10 million, individually or in the
aggregate, and either (a) such Indebtedness is already due and payable in
full or (b) such default or defaults have resulted in the acceleration of
the maturity of such Indebtedness;

(e) any final judgment or judgments which can no longer be appealed
for the payment of money in excess of $10 million (not covered by
insurance) shall be rendered against Lamar Media or any Restricted
Subsidiary and shall not be discharged for any period of 60 consecutive
days during which a stay of enforcement shall not be in effect; and

(f) certain events involving bankruptcy, insolvency or reorganization
of Lamar Media or any Restricted Subsidiary.

The trustee may withhold notice to the holders of the notes of any default
(except in payment of principal or premium, if any, or interest on the notes) if
the trustee considers it to be in the best interest of the holders of the notes
to do so.

If an Event of Default (other than an Event of Default resulting from
certain events of bankruptcy, insolvency or reorganization) shall have occurred
and be continuing, then the trustee or the holders of not less than 25% in
aggregate principal amount of the notes then outstanding may declare to be
immediately due and payable the entire principal amount of all the notes then
outstanding plus accrued interest to the date of acceleration and such amounts
shall become immediately due and payable; provided, however, that after such
acceleration but before a judgment or decree based on acceleration is obtained
by the trustee, the holders of a majority in aggregate principal amount of
outstanding notes may, under certain circumstances, rescind and annul such
acceleration if all Events of Default, other than nonpayment of accelerated
principal, premium or interest, have been cured or waived as provided in the
indenture; provided further, however, that so long as the Senior Credit Facility
shall be in full force and effect, if any Event of Default shall have occurred
and be continuing (other than as specified in clause (f) of the second preceding
paragraph), the notes shall not become due and payable until the earlier to
occur of (x) five business days following the delivery of a written notice of
such acceleration of the notes to the agent under the Senior Credit Facility and
(y) the acceleration of any Indebtedness under the Senior Credit Facility. In
case an Event of Default resulting from certain events of bankruptcy, insolvency
or reorganization shall occur, the principal, premium and interest amount with
respect to all of the notes shall be due and payable immediately without any
declaration or other act on the part of the trustee or the holders of the notes.

The holders of a majority in principal amount of the notes then outstanding
shall have the right to waive any existing default or compliance with any
provision of the indenture or the notes and to direct the time, method and place
of conducting any proceeding for any remedy available to the trustee, subject to
certain limitations specified in the indenture.

No holder of any note will have any right to institute any proceeding with
respect to the indenture or for any remedy thereunder, unless such holder shall
have previously given to the trustee written notice of a continuing Event of
Default and unless the holders of at least 25% in aggregate principal amount of
the outstanding notes shall have made written request and offered reasonable
indemnity to the trustee to institute such proceeding as a trustee, and unless
the trustee shall not have received from the holders of a majority in aggregate
principal amount of the outstanding notes a direction inconsistent with such
request and shall have failed to institute such proceeding within 60 days.
However, such limitations do not apply to a suit instituted for payment on such
note on or after the respective due dates expressed in such note.

DEFEASANCE AND COVENANT DEFEASANCE

Lamar Media may elect either:

(a) to defease and be discharged from any and all obligations with
respect to the notes (except for the obligations to register the transfer
or exchange of such notes, to replace temporary or mutilated, destroyed,
lost or stolen notes, to maintain an office or agency in respect of the
notes and to hold monies for payment in trust) ("defeasance"); or

(b) to be released from its obligations with respect to the notes
under certain covenants contained in the indenture some of which are
described above under "Covenants" ("covenant defeasance"),

upon the deposit with the trustee (or other qualifying trustee), in trust for
such purpose, of money and/or U.S. Government Obligations which through the
payment of principal and interest in accordance with their terms will provide
money, in an amount sufficient to pay the principal of, premium, if any, and
interest on the notes, on the scheduled due dates therefor or on a selected date
of redemption in accordance with the terms of the indenture. Such a trust may
only be established if, among other things, Lamar Media has delivered to the
trustee an opinion of counsel (as specified in the indenture) (i) to the effect
that neither the trust nor the trustee will be required to register as an
investment company under the Investment Company Act of 1940, as amended, and
(ii) describing either a private ruling concerning the notes or a published
ruling of the Internal Revenue Service, to the effect that holders of the notes
or persons in their positions will not recognize income, gain or loss for
federal income tax purposes as a result
63

of such deposit, defeasance and discharge and will be subject to federal income
tax on the same amount and in the same manner and at the same times, as would
have been the case if such deposit, defeasance and discharge had not occurred.

MODIFICATION OF INDENTURE

From time to time, Lamar Media, the Guarantors and the trustee may, without
the consent of holders of the notes, amend the indenture or the notes or
supplement the indenture for certain specified purposes, including providing for
uncertificated notes in addition to certificated notes, and curing any
ambiguity, defect or inconsistency, or making any other change that does not
adversely affect the rights of any holder. Lamar Media, the Guarantors and the
trustee, with the consent of holders of at least a majority in principal amount
of the outstanding notes, may modify or supplement the indenture or the notes,
except that no such modification shall, without the consent of each holder
affected thereby:

(i) reduce the amount of notes whose holders must consent to an
amendment, supplement, or waiver to the indenture or the notes;

(ii) reduce the rate of or change the time for payment of interest on
any note;

(iii) reduce the principal of or premium on or change the stated
maturity of any note;

(iv) make any note payable in money other than that stated in the
note;

(v) change the amount or time of any payment required by the notes or
reduce the premium payable upon any redemption of notes, or change the time
before which no such redemption may be made;

(vi) waive a default on the payment of the principal of, interest on,
or redemption payment with respect to any note;

(vii) amend, alter, change or modify the obligation of Lamar Media to
make and consummate a Change of Control Offer in the event of a Change of
Control or make and consummate an Excess Proceeds Offer or waive any
Default in the performance of any such offers or modify any of the
provisions or definitions with respect to any such offers; or

(viii) take any other action otherwise prohibited by the indenture to
be taken without the consent of each holder affected thereby.

COMPLIANCE CERTIFICATE

The Company will deliver to the trustee on or before 90 days after the end
of Lamar Media's fiscal year and on or before 45 days after the end of each of
the first, second and third fiscal quarters in each year an Officers'
Certificate stating whether or not the signers know of any Default or Event of
Default that has occurred. If they do, the certificate will describe the Default
or Event of Default and its status.

THE TRUSTEE

The trustee under the indenture will be the Registrar and Paying Agent with
regard to the notes. Except during the continuance of an Event of Default, the
trustee will perform only such duties as are specifically set forth in the
indenture. During the existence of an Event of Default, the trustee will
exercise such rights and powers vested in it under the indenture and use the
same degree of care and skill in its exercise as a prudent person would exercise
under the circumstances in the conduct of such person's own affairs.

CERTAIN DEFINITIONS

Set forth below is a summary of certain of the defined terms used in the
covenants contained in the indenture. Reference is made to the indenture for the
full definition of all such terms as well as any other capitalized terms used
herein for which no definition is provided.
64

"Acquired Indebtedness" means Indebtedness of a Person (including an
Unrestricted Subsidiary) existing at the time such Person becomes a Restricted
Subsidiary or assumed in connection with the acquisition of assets from such
Person.

"Adjusted Net Assets" of a Guarantor at any date shall mean the lesser of
(x) the amount by which the fair value of the property of such Guarantor exceeds
the total amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent liabilities),
but excluding liabilities under the Guarantee of such Guarantor at such date and
(y) the amount by which the present fair salable value of the assets of such
Guarantor at such date exceeds the amount that will be required to pay the
probable liability of such Guarantor on its debts (after giving effect to all
other fixed and contingent liabilities and after giving effect to any collection
from any Subsidiary of such Guarantor in respect of the obligations of such
Subsidiary under the Guarantee), excluding Indebtedness in respect of the
Guarantee, as they become absolute and matured.

"Advertising Displays" mean all posters, signs (including logo sign
structures), billboards and other outdoor advertising displays and related
contracts and sites therefor owned or leased (as lessee) by Lamar Media and the
Restricted Subsidiaries.

"Affiliate" of any specified Person means any other Person which directly
or indirectly through one or more intermediaries controls, or is controlled by,
or is under common control with, such specified Person. For the purposes of this
definition, "control" (including, with correlative meanings, the terms
"controlling," "controlled by," and "under common control with"), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of such
Person, whether through the ownership of voting securities, by agreement or
otherwise.

"Asset Acquisition" means:

(i) an Investment by Lamar Media or any Restricted Subsidiary in any
other Person pursuant to which such Person shall become a Restricted
Subsidiary or shall be consolidated or merged with Lamar Media or any
Restricted Subsidiary; or

(ii) the acquisition by Lamar Media or any Restricted Subsidiary of
assets of any Person.

"Asset Sale" means the sale, transfer or other disposition (other than to
Lamar Media or any of the Restricted Subsidiaries) in any single transaction or
series of related transactions having a fair market value in excess of $5
million of:

(a) any Capital Stock of or other equity interest in any Restricted
Subsidiary;

(b) all or substantially all of the assets of any business owned by
Lamar Media or any Restricted Subsidiary or a division, line of business or
comparable business segment of Lamar Media or any Restricted Subsidiary
thereof; or

For purposes of this definition, the term "Asset Sale" shall not include
any sale, transfer or other disposition

(i) that is governed by and made in accordance with the provisions
described under "Merger, Consolidation or Sale of Assets,"

(ii) to Lamar Media or a Wholly-Owned Restricted Subsidiary that is a
Guarantor, or

(iii) involving obsolete, worn-out, excess or redundant equipment.

"Asset Sale Proceeds" means, with respect to any Asset Sale:

(i) cash received by Lamar Media or any Restricted Subsidiary from
such Asset Sale (including cash received as consideration for the
assumption of liabilities incurred in connection with or in
65

anticipation of such Asset Sale), after (a) provision for all income or
other taxes measured by or resulting from such Asset Sale, (b) payment of
all brokerage commissions, underwriting and other fees and expenses related
to such Asset Sale (including, without limitation, reasonable attorneys'
fees and expenses), and (c) deduction of appropriate amounts to be provided
by Lamar Media or such Restricted Subsidiary as a reserve, in accordance
with GAAP, against any liabilities associated with the assets sold or
disposed of in such Asset Sale and retained by Lamar Media or such
Restricted Subsidiary after such Asset Sale, including, without limitation,
pension and other post-employment benefit liabilities and liabilities
related to environmental matters or against any indemnification obligations
associated with the assets sold or disposed of in such Asset Sale; and

(ii) promissory notes and other noncash consideration received by
Lamar Media or any Restricted Subsidiary from such Asset Sale or other
disposition upon the liquidation or conversion of such notes or noncash
consideration into cash.

"Available Asset Sale Proceeds" means, with respect to any Asset Sale, the
aggregate Asset Sale Proceeds from such Asset Sale that have not been applied in
accordance with clauses (iii)(a) or (iii)(b), and which have not yet been the
basis for an Excess Proceeds Offer in accordance with clause (iii)(c), in each
case, of the first paragraph of "Certain Covenants -- Limitation on Certain
Asset Sales."

"Average Life to Stated Maturity" means, with respect to any Indebtedness,
as at any date of determination, the quotient obtained by dividing (i) the sum
of the products of (a) the number of years (or any fraction thereof) from such
date to the date or dates of each successive scheduled principal payment
(including, without limitation, any sinking fund requirements) of such
Indebtedness multiplied by (b) the amount of each such principal payment by (ii)
the sum of all such principal payments.

"Capital Stock" means, with respect to any Person, any and all shares or
other equivalents (however designated) of capital stock, partnership interests
or any other participation, right or other interest in the nature of an equity
interest in such Person or any option, warrant or other security convertible
into any of the foregoing.

"Capitalized Lease Obligations" means Indebtedness represented by
obligations under a lease that is required to be capitalized for financial
reporting purposes in accordance with GAAP, and the amount of such Indebtedness
shall be the capitalized amount of such obligations determined in accordance
with GAAP.

"Change of Control" means the occurrence of any of the following events:

(a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act), excluding Permitted Holders, is or becomes
the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person shall be deemed to have "beneficial
ownership" of all securities that such person has the right to acquire,
whether such right is exercisable immediately or only after the passage of
time, upon the happening of an event or otherwise), directly or indirectly,
of more than 35% of the total voting power with respect to the total Voting
Stock of Lamar Advertising; provided, however, that the Permitted Holders
(i) "beneficially own" (as so defined) a lower percentage of such total
voting power with respect to the Voting Stock than such other "person" or
"group" and (ii) do not have the right or ability by voting power, contract
or otherwise to elect or designate for election a majority of the board of
directors of Lamar Advertising;

(b) Lamar Media or Lamar Advertising consolidates with, or merges with
or into, another Person or sells, assigns, conveys, transfers, leases or
otherwise disposes of all or substantially all of its assets to any person,
or any Person consolidates with, or merges with or into, Lamar Media or
Lamar Advertising, as the case may be, in any such event pursuant to a
transaction in which the outstanding Voting Stock of Lamar Media or Lamar
Advertising, as the case may be, is converted into or exchanged for cash,
securities or other property, other than any such transaction where (i) the
outstanding Voting Stock of Lamar Media or Lamar Advertising, as the case
may be, is converted into or exchanged for (1) Voting Stock (other than
Disqualified Capital Stock) of the surviving or
66

transferee corporation or (2) cash, securities and other property in an
amount which could then be paid by Lamar Media or Lamar Advertising, as the
case may be, as a Restricted Payment under the indenture, or a combination
thereof, and (ii) immediately after such transaction no "person" or group"
(as such terms are used in Section 13(d) and 14(d) of the Exchange Act),
excluding Permitted Holders, is the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a person shall be
deemed to have "beneficial ownership" of all securities that such person
has the right to acquire, whether such right is exercisable immediately or
only after the passage of time, upon the happening of an event or
otherwise), directly or indirectly, of more than 50% of the total voting
power with respect to the total Voting Stock of the surviving or transferee
corporation;

(c) at any time during any consecutive two-year period, individuals
who at the beginning of such period constituted the board of directors of
Lamar Advertising (together with any new directors whose election by such
board of directors or whose nomination for election by the stockholders of
Lamar Advertising was approved by a vote of 66 2/3% of the directors then
still in office who were either directors at the beginning of such period
or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of the board of directors of
Lamar Advertising then in office;

(d) Lamar Media is liquidated or dissolved or adopts a plan of
liquidation; or

(e) at any time, Lamar Media ceases to be a direct or indirect
wholly-owned subsidiary of Lamar Advertising.

"Common Stock" of any Person means all Capital Stock of such Person that is
generally entitled to (i) vote in the election of directors of such Person or
(ii) if such Person is not a corporation, vote or otherwise participate in the
selection of the governing body, partners, managers or others that will control
the management and policies of such Person.

"Consolidated Interest Expense" means, for any period, the aggregate amount
of interest which, in conformity with GAAP, would be set forth opposite the
caption "interest expense" or any like caption on an income statement for Lamar
Media and its Restricted Subsidiaries on a consolidated basis (including, but
not limited to, imputed interest included in Capitalized Lease Obligations, all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing, the net costs associated with
hedging obligations, the interest portion of any deferred payment obligation,
amortization of discount or premium, if any, and all other non-cash interest
expense (other than interest amortized to cost of sales)) plus, without
duplication, all net capitalized interest for such period and all interest
incurred or paid under any guarantee of Indebtedness (including a guarantee of
principal, interest or any combination thereof) of any Person, plus an amount
equal to the product of (a) the aggregate dividends paid on Disqualified Capital
Stock during such period and (b) a fraction, the numerator of which is one and
the denominator of which is one minus Lamar Media's then effective combined tax
rate, to the extent paid; provided, however, that "Consolidated Interest
Expense" shall exclude the amortization of deferred financing fees.

"Consolidated Net Income" means, for any period, the aggregate of the Net
Income of Lamar Media and its Restricted Subsidiaries for such period, on a
consolidated basis, determined in accordance with GAAP; provided, however, that:

(a) the Net Income of any Person (the "other Person") in which Lamar
Media or any of its Restricted Subsidiaries has less than a 100% interest
(which interest does not cause the net income of such other Person to be
consolidated into the net income of Lamar Media in accordance with GAAP)
shall be included only to the extent of the amount of dividends or
distributions paid to Lamar Media or such Restricted Subsidiary;

(b) the Net Income of any Restricted Subsidiary that is subject to any
restriction or limitation on the payment of dividends or the making of
other distributions (other than pursuant to the notes or the indenture or
under the Senior Credit Facility) shall be excluded to the extent of such
restriction
67

or limitation, except that to the extent that any such restriction or
limitation results solely from covenant limitations under any SBA
Indebtedness, there shall not be deducted that portion of such Restricted
Subsidiary's Net Income which exceeds the outstanding aggregate principal
amount of such SBA Indebtedness;

(c) (i) the Net Income of any Person acquired in a pooling of
interests transaction for any period prior to the date of such acquisition
and (ii) any net gain (but not loss) resulting from an Asset Sale by Lamar
Media or any of its Restricted Subsidiaries other than in the ordinary
course of business shall be excluded; and

(d) extraordinary gains and losses shall be excluded.

"Consolidated Net Tangible Assets" means the book value of the assets of
Lamar Media and its Restricted Subsidiaries (other than patents, patent rights,
trademarks, trade names, franchises, copyrights, licenses, permits, goodwill and
other intangible assets classified as such in accordance with GAAP) after all
applicable deductions in accordance with GAAP (including, without limitation,
reserves for doubtful receivables, obsolescence, depreciation and amortization)
less all liabilities of Lamar Media and its Restricted Subsidiaries determined
in accordance with GAAP.

"Convertible Notes" means the 5 1/4% Convertible Notes due 2006 issued by
Lamar Advertising on August 10, 1999.

"Cumulative Consolidated Interest Expense" means, as of any date of
determination, Consolidated Interest Expense of Lamar Media from the Issue Date
to the end of Lamar Media's most recently ended full fiscal quarter prior to
such date, taken as a single accounting period.

"Cumulative EBITDA" means, as of any date of determination, EBITDA of Lamar
Media from the Issue Date to the end of Lamar Media's most recently ended full
fiscal quarter prior to such date, taken as a single accounting period.

"Default" means any event that is, or with the passing of time or giving of
notice or both would be, an Event of Default.

"Designated Senior Indebtedness," as to Lamar Media or any Guarantor, as
the case may be, means any Senior Indebtedness (a) under or in respect of the
Senior Credit Facility, or (b) which at the time of determination exceeds $10
million in aggregate principal amount (or accreted value in the case of
Indebtedness issued at a discount) outstanding or available under a committed
facility, and (i) which is specifically designated in the instrument evidencing
such Senior Indebtedness as "Designated Senior Indebtedness" and (ii) as to
which the trustee has been given written notice of such designation.

"Disqualified Capital Stock" means any Capital Stock of Lamar Media or any
Restricted Subsidiary which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable at the option of the
holder thereof), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
maturity date of the notes, for cash or securities constituting Indebtedness.

"EBITDA" means, for any Person, for any period, an amount equal to:

(a) the sum of, without duplication, (i) Consolidated Net Income for
such period, plus (ii) the provision for taxes for such period based on
income or profits to the extent such income or profits were included in
computing Consolidated Net Income and any provision for taxes utilized in
computing net loss under clause (i) hereof, plus (iii) to the extent it
reduces Consolidated Net Income during such period, Consolidated Interest
Expense for such period, plus (iv) depreciation for such period on a
consolidated basis, plus (v) amortization of intangibles for such period on
a consolidated basis, plus (vi) any other non-cash items reducing
Consolidated Net Income for such period; minus

(b) all non-cash items increasing Consolidated Net Income for such
period, all for Lamar Media and its Restricted Subsidiaries determined in
accordance with GAAP.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Final Maturity Date" shall be the date fixed in the indenture for the
final payment of principal on the notes.

"GAAP" means generally accepted accounting principles consistently applied
as in effect in the United States from time to time.

"Guarantee" means each guarantee of the notes by each Guarantor.

"Guaranteed Permitted Unrestricted Subsidiary Obligations" shall have the
meaning set forth in the definition of "Investments."

"Guarantor" means each Subsidiary of Lamar Media in existence on the Issue
Date (other than Missouri Logos, a Partnership) and each Restricted Subsidiary
which thereafter guarantees payment of the notes pursuant to the covenant
described under "Guarantees of Certain Indebtedness."

"incur" means, with respect to any Indebtedness or other obligation of any
Person, to directly or indirectly create, issue, incur (by conversion, exchange
or otherwise), assume, guarantee or otherwise become directly or indirectly
liable with respect to (including as a result of an Asset Acquisition), or
otherwise become responsible for, contingently or otherwise, any Indebtedness or
other obligation or the recording, as required pursuant to GAAP or otherwise, of
any such Indebtedness or other obligation on the balance sheet of such Person
(and "incurrence," "incurred," incurrable," and "incurring" shall have meanings
correlative to the foregoing); provided, however, that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness.

"Indebtedness" means (without duplication), with respect to any Person, any
indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the recourse of the
lender is to the whole of the assets of such Person or only to a portion
thereof), or evidenced by bonds, notes, debentures or similar instruments or
representing the balance deferred and unpaid of the purchase price of any
property (excluding any balances that constitute accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability upon a balance sheet of such Person prepared in accordance with
GAAP, and shall also include, to the extent not otherwise included:

(i) any Capitalized Lease Obligations of such Person;

(ii) obligations secured by a lien to which the property or assets
owned or held by such Person is subject, whether or not the obligation or
obligations secured thereby shall have been assumed (the amount of such
obligation being deemed to be the lesser of the value of such property or
asset or the amount of the obligation so secured);

(iii) guarantees of items of other Persons which would be included
within this definition for such other Persons (whether or not such items
would appear upon the balance sheet of the guarantor);

(iv) all obligations for the reimbursement of any obligor on any
banker's acceptance or for reimbursement of any obligor on any letter of
credit with respect to drawings made thereunder and not yet reimbursed;

(v) in the case of Lamar Media, Disqualified Capital Stock of Lamar
Media or any Restricted Subsidiary;

(vi) obligations of any such Person under any Interest Rate Agreement
applicable to any of the foregoing (if and to the extent such Interest Rate
Agreement obligations would appear as a liability upon a balance sheet of
such Person prepared in accordance with GAAP); and

(vii) the outstanding amount of any Guaranteed Permitted Unrestricted
Subsidiary Obligations; provided, however, that, obligations in respect of
performance and surety bonds and in respect of reimbursement obligations
for undrawn letters of credit (whether or not secured by a lien) supporting
insurance arrangements and performance and surety bonds, each incurred in
the ordinary course of business and not as a part of a financing
transaction, for the benefit of Lamar Media or any Restricted Subsidiary,
shall not be considered Indebtedness for purposes of the indenture.

The amount of Indebtedness of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations as described above,
provided, however, (i) that the amount outstanding at any time of any
Indebtedness issued with original issue discount is the principal amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with GAAP
and (ii) that Indebtedness shall not include any liability for federal, state,
local or other taxes.

"Interest Rate Agreement" means, for any Person, any interest rate swap
agreement, interest rate cap agreement, interest rate collar agreement or other
similar agreement designed to protect the party indicated therein against
fluctuations in interest rates.

"Investments" means:

(i) directly or indirectly, any advance (other than a deposit of funds
in connection with an acquisition provided that either such acquisition is
consummated by or through a Restricted Subsidiary or such deposit is
returned to the Person that made it), account receivable (other than an
account receivable arising in the ordinary course of business), loan or
capital contribution to (by means of transfers of property to others,
payments for property or services for the account or use of others or
otherwise), the purchase of any stock, bonds, notes, debentures,
partnership or joint venture interests or other securities of, the
acquisition, by purchase or otherwise, of all or substantially all of the
business or assets or stock or other evidence of beneficial ownership of,
any Person; and

(ii) any Permitted Unrestricted Subsidiary Obligation to the extent it
is guaranteed by Lamar Media or a Restricted Subsidiary or otherwise is
recourse to or obligates Lamar Media or any Restricted Subsidiary, directly
or indirectly, contingently or otherwise, to the satisfaction thereof
("Guaranteed Permitted Unrestricted Subsidiary Obligations").

Investments shall exclude extensions of trade credit on commercially reasonable
terms in accordance with normal trade practices.

"Issue Date" means the date the notes are first issued by Lamar Media and
authenticated by the trustee under the indenture.

"Junior Security" means any securities of Lamar Media or any other Person
that are (i) equity securities without special covenants or (ii) subordinated in
right of payment to all Senior Indebtedness of Lamar Media or any Guarantor, as
the case may be, to substantially the same extent as, or to a greater extent
than, the notes are subordinated as provided in the indenture, in any event
issued pursuant to a court order so providing and as to which:

(a) the rate of interest on such securities shall not exceed the
effective rate of interest on the notes on the date of the indenture;

(b) such securities shall not be entitled to the benefits of covenants
or defaults materially more beneficial to the holders of such securities
than those in effect with respect to the notes on the date of the
indenture; and

(c) such securities shall not provide for amortization (including
sinking fund and mandatory prepayment provisions) commencing prior to the
date six months following the final scheduled maturity date of the Senior
Indebtedness of Lamar Media or Guarantor, as the case may be (as modified
by the plan of reorganization or readjustment pursuant to which such
securities are issued).

"Leverage Ratio" means the ratio of (i) the sum of (x) the aggregate
outstanding amount of Indebtedness of Lamar Media and the Restricted
Subsidiaries and (y) except to the extent included in the previous clause (x),
the aggregate liquidation preference of any Preferred Stock of Lamar Media's
Restricted Subsidiaries as of the date of determination on a consolidated basis
in accordance with GAAP to (ii) Lamar Media's EBITDA for the four full fiscal
quarters (the "Four Quarter Period") ending on or prior to the date of
determination for which financial statements are available. For purposes of this
definition, Lamar Media's "EBITDA" shall be calculated on a pro forma basis
after giving effect to any Asset Sales or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such
calculation as a result of Lamar Media or one of the Restricted Subsidiaries
(including any Person who becomes a Restricted Subsidiary as a result of such
Asset Acquisition) incurring, assuming or otherwise becoming liable for
Indebtedness and the application of Asset Sale Proceeds) at any time on or
subsequent to the first day of the Four Quarter Period and on or prior to the
date of determination, as if such Asset Sale or Asset Acquisition (including any
EBITDA associated with such Asset Acquisition and including any pro forma
expense and cost reductions determined in accordance with Article 11 of
Regulation S-X relating to such Asset Acquisition) occurred on the first day of
the Four Quarter Period.

"Lien" means with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including
without limitation, any Capitalized Lease Obligation, conditional sales, or
other title retention agreement having substantially the same economic effect as
any of the foregoing).

"Net Income" means, with respect to any Person for any period, the net
income (loss) of such Person determined in accordance with GAAP.

"Net Proceeds" means:

(a) in the case of any sale of Capital Stock or Indebtedness by Lamar
Media, the aggregate net cash proceeds received by Lamar Media, after
payment of expenses, commissions and the like incurred in connection
therewith; and

(b) in the case of any exchange, exercise, conversion or surrender of
outstanding securities of any kind for or into shares of Capital Stock of
Lamar Media which is not Disqualified Capital Stock, the net book value of
such outstanding securities on the date of such exchange, exercise,
conversion or surrender (plus any additional amount required to be paid by
the holder to Lamar Media upon such exchange, exercise, conversion or
surrender, less any and all payments made to the holders, e.g., on account
of fractional shares and less all expenses incurred by Lamar Media in
connection therewith).

"Officers' Certificate" means, with respect to any Person, a certificate
signed by the Chief Executive Officer, the President or any Vice President and
the Chief Financial Officer or any Treasurer of such Person that shall comply
with applicable provisions of the indenture.

"Permitted Asset Swap" means the exchange, in the ordinary course of the
outdoor advertising business, of any interest of Lamar Media or any of the
Restricted Subsidiaries in any Advertising Display or Displays for a similar
interest in an Advertising Display or Displays of a Person other than Lamar
Media or such Restricted Subsidiary; provided, however, that the aggregate fair
market value (as determined in good faith by the board of directors of Lamar
Media) of the Advertising Display or Displays being transferred by Lamar Media
or such Restricted Subsidiary is not greater than the aggregate fair market
value (as determined in good faith by the board of directors of Lamar Media) of
the Advertising Display or Displays received by Lamar Media or such Restricted
Subsidiary in such exchange.

"Permitted Dividend Encumbrances" means encumbrances or restrictions:

(a) existing on the Issue Date;

(b) arising by reason of Acquired Indebtedness of any Restricted
Subsidiary existing at the time such Person became a Restricted Subsidiary;
provided, however, that such encumbrances or restrictions were not created
in anticipation of such Person becoming a Restricted Subsidiary and are not
applicable to Lamar Media or any of the other Restricted Subsidiaries;

(d) arising under Refinancing Indebtedness; provided, however, that
the terms and conditions of any such restrictions are no less favorable to
the holders of notes than those under the Indebtedness being refinanced;

(e) customary provisions restricting the assignment of any contract or
interest of Lamar Media or any Restricted Subsidiary;

(f) existing under an agreement relating to SBA Indebtedness;

(g) existing under an agreement relating to any Permitted Lien
referred to in clause (v) of the definition of Permitted Liens; provided,
however, that such encumbrance or restriction only relates to the assets or
property subject to such Permitted Lien and having an aggregate fair market
value equal to the Indebtedness secured thereby;

(h) imposed by applicable law;

(i) imposed pursuant to a binding agreement which has been entered
into for the sale or disposition of all or substantially all of the Capital
Stock or of any assets of a Restricted Subsidiary, provided, however, such
encumbrances and restrictions apply solely to such Capital Stock or assets
of such Restricted Subsidiary which are the subject of such binding
agreement;

(j) on cash or other deposits or net worth imposed pursuant to
customer contracts entered into in the ordinary course of business; and

(k) arising under Indebtedness (other than Indebtedness described in
clauses (b), (c), (d) or (f) above) permitted to be incurred pursuant to
the Indenture; provided, however, that the terms and conditions of any such
encumbrances or restrictions are no more restrictive than the terms and
conditions of any encumbrances or restrictions arising under the notes.

"Permitted Holders" means (x) any of Charles Switzer, Charles W. Lamar,
III, Kevin P. Reilly, Sr., members of their immediate families or any lineal
descendant of any of the foregoing and the immediate families of any such lineal
descendant, (y) any trust or partnership, to the extent it is for the benefit of
any of the foregoing or (z) any Person, entity or group of Persons controlled by
any of the foregoing.

"Permitted Indebtedness" means:

(i) Indebtedness of Lamar Media and Restricted Subsidiaries which are
Guarantors pursuant to the Senior Credit Facility in an aggregate principal
amount not to exceed $1.3 billion less the aggregate amount of all
permanent repayments thereunder made in accordance with "Limitation on
Certain Asset Sales" and guarantees of such Indebtedness by Restricted
Subsidiaries that are Guarantors;

(ii) Indebtedness under the notes, the Guarantees and the Exchange
Notes;

(iii) Indebtedness not covered by any other clause of this definition
which is outstanding on the date of the indenture;

(iv) Indebtedness of Lamar Media to any Wholly-Owned Restricted
Subsidiary and Indebtedness of any Restricted Subsidiary to Lamar Media or
another Restricted Subsidiary;

(v) Purchase Money Indebtedness and Capitalized Lease Obligations
incurred by Lamar Media or any Restricted Subsidiary to acquire or lease
property in the ordinary course of business; provided, however, that (a)
the aggregate amount of such Purchase Money Indebtedness and Capital Lease
Obligations outstanding at any time shall not exceed the greater of (x) 5%
of Lamar Media's Consolidated Net Tangible Assets at the time of the
incurrence of any such Purchase Money Indebtedness or Capitalized Lease
Obligation or (x) $20 million, and (b) in each case, such Purchase Money
Indebtedness or Capitalized Lease Obligation, as the case may be, would not
constitute more than 100% of the cost (determined in accordance with GAAP)
of the property so purchased or leased plus reasonable fees and expenses
incurred in connection therewith;

(vi) Interest Rate Protection Agreements and any guarantees thereof;

(vii) Refinancing Indebtedness; and

(viii) additional Indebtedness of Lamar Media or any Restricted
Subsidiary that is a Guarantor not to exceed $40 million in principal
amount outstanding at any time.

"Permitted Investments" means, for any Person, Investments made on or after
the date of the indenture consisting of:

(a) Investments by Lamar Media or by a Restricted Subsidiary in Lamar
Media or a Restricted Subsidiary which is a Guarantor;

(b) Temporary Cash Investments;

(c) Investments by Lamar Media or by a Restricted Subsidiary in a
Person, if as a result of such Investment (i) such Person becomes a
Restricted Subsidiary which is a Guarantor or (ii) such Person is merged,
consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, Lamar Media or a
Restricted Subsidiary which is a Guarantor; and

(d) an Investment that is made by Lamar Media or a Restricted
Subsidiary in the form of any stock, bonds, notes, debentures, partnership
or joint venture interests or other securities that are issued by a third
party to Lamar Media or such Restricted Subsidiary solely as partial
consideration for the consummation of an Asset Sale that is otherwise
permitted under the covenant described under "Limitation on Certain Asset
Sales."

"Permitted Liens" means:

(i) Liens existing on the Issue Date;

(ii) Liens on property or assets of, or any shares of stock of, or
interests in, or secured debt of, any Person existing at the time such
Person becomes a Restricted Subsidiary or at the time such Person is merged
into Lamar Media or any of the Restricted Subsidiaries; provided, however,
that such Liens are not incurred in connection with, or in contemplation
of, such Person becoming a Restricted Subsidiary or merging into Lamar
Media or any of the Restricted Subsidiaries;

(iii) Liens securing Refinancing Indebtedness; provided, however, that
any such Lien does not extend to or cover any Property, shares or debt
other than the Property, shares or debt securing the Indebtedness so
refunded, refinanced or extended;

(iv) Liens in favor of Lamar Media or any of the Restricted
Subsidiaries;

(v) Liens to secure Purchase Money Indebtedness that is otherwise
permitted under the indenture; provided, however, that any such Lien is
created solely for the purpose of securing such Purchase Money Indebtedness
and does not extend to or cover any property other than such item of
property and any improvements on such item;

(vi) statutory liens or landlords', carriers', warehouseman's,
mechanics', suppliers', materialmen's, repairmen's or other like Liens
arising in the ordinary course of business which do not secure any

Indebtedness and secure obligations with respect to amounts not yet
delinquent or being contested in good faith by appropriate proceedings, if
a reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor;

(vii) Liens for taxes, assessments or governmental charges that are
being contested in good faith by appropriate proceedings;

(viii) Liens securing Capitalized Lease Obligations permitted to be
incurred under clause (v) of the definition of "Permitted Indebtedness,"
provided, however, that any such Lien does not extend to any property other
than that subject to the underlying lease;

(ix) Liens securing Senior Indebtedness of Lamar Media and the
Guarantors;

(x) Permitted Dividend Encumbrances; and

(xi) Liens securing Indebtedness in an aggregate principal amount not
to exceed $1 million outstanding at any time.

"Permitted Unrestricted Subsidiary Obligations" shall have the meaning
specified in the definition of "Unrestricted Subsidiary."

"Person" or "person" means any individual, corporation, partnership,
limited liability company, joint venture, association, joint-stock company,
trust, unincorporated organization or government (including any agency or
political subdivision thereof).

"Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to dividends,
distributions or liquidation proceeds of such Person over the holders of other
Capital Stock issued by such Person.

"Property" of any Person means all types of real, personal, tangible,
intangible or mixed property owned by such Person whether or not included in the
most recent consolidated balance sheet of such Person and its Subsidiaries
(Restricted Subsidiaries in the case of Lamar Media) under GAAP.

"Public Equity Offerings" means a public offering by Lamar Advertising or
Lamar Media of shares of its Common Stock (however designated and whether voting
or non-voting but excluding Disqualified Capital Stock) and any and all rights,
warrants or options to acquire such common stock pursuant to a registration
statement registered pursuant to the Securities Act.

"Purchase Money Indebtedness" means any Indebtedness incurred by a Person
to finance the cost (including the cost of construction or improvement and in
the case of any Capitalized Lease Obligation, the lease) of any real or personal
property, the principal amount of which Indebtedness does not exceed the sum of
(i) 100% of such cost and (ii) reasonable fees and expenses of such Person
incurred in connection therewith.

"Refinancing Indebtedness" means Indebtedness that refunds, refinances or
extends any Indebtedness of Lamar Media or the Restricted Subsidiaries
outstanding on the Issue Date or other Indebtedness permitted to be incurred by
Lamar Media or the Restricted Subsidiaries pursuant to the terms of the
indenture (other than pursuant to clauses (i), (iv), (v), (vi) and (vii) of the
definition of Permitted Indebtedness), but only to the extent that:

(i) the Refinancing Indebtedness is subordinated to the notes to at
least the same extent as the Indebtedness being refunded, refinanced or
extended;

(ii) the Refinancing Indebtedness is scheduled to mature either (a) no
earlier than the Indebtedness being refunded, refinanced or extended, or
(b) after the maturity date of the notes;

(iii) the portion of the Refinancing Indebtedness that is scheduled to
mature on or prior to the maturity date of the notes has a weighted average
life to maturity at the time such Refinancing Indebtedness is incurred that
is equal to or greater than the weighted average life to maturity of the

portion of the Indebtedness being refunded, refinanced or extended that is
scheduled to mature on or prior to the maturity date of the notes;

(iv) such Refinancing Indebtedness is in an aggregate principal amount
that is equal to or less than the sum of (a) the aggregate principal amount
then outstanding under the Indebtedness being refunded, refinanced or
extended, (b) the amount of any premium required to be paid in connection
with such refunding, refinancing or extension pursuant to the terms of such
Indebtedness or the amount of any premium reasonably determined by the
Board of Directors of Lamar Media as necessary to accomplish such
refunding, refinancing or extension by means of a tender offer or privately
negotiated purchase and (c) the amount of customary fees, expenses and
costs related to the incurrence of such Refinancing Indebtedness; and

(v) such Refinancing Indebtedness is incurred by the same Person that
initially incurred the Indebtedness being refunded, refinanced or extended,
except that Lamar Media may incur Refinancing Indebtedness to refund,
refinance or extend Indebtedness of any Wholly-Owned Restricted Subsidiary.

"Restricted Payment" means any of the following:

(i) the declaration or payment of any dividend or any other
distribution or payment on Capital Stock of Lamar Media or any Restricted
Subsidiary or any payment made to the direct or indirect holders (in their
capacities as such) of Capital Stock of Lamar Media or any Restricted
Subsidiary (other than (x) dividends or distributions payable solely in
Capital Stock (other than Disqualified Stock) or in options, warrants or
other rights to purchase Capital Stock (other than Disqualified Stock), and
(y) in the case of Restricted Subsidiaries of Lamar Media, dividends or
distributions payable to Lamar Media or to a Wholly-Owned Restricted
Subsidiary);

(ii) the purchase, redemption or other acquisition or retirement for
value of any Capital Stock of Lamar Media or any of the Restricted
Subsidiaries (other than Capital Stock owned by Lamar Media or a
Wholly-Owned Restricted Subsidiary);

(iii) the making of any principal payment on, or the purchase,
defeasance, repurchase, redemption or other acquisition or retirement for
value, prior to any scheduled maturity, scheduled repayment or scheduled
sinking fund payment, of any Indebtedness which is subordinated or pari
passu in right of payment to the notes;

(iv) the making of any Investment or guarantee of any Investment in
any Person other than a Permitted Investment;

(v) any designation of a Restricted Subsidiary as an Unrestricted
Subsidiary to the extent set forth in the definition of Unrestricted
Subsidiary; and

(vi) forgiveness of any Indebtedness of an Affiliate of Lamar Media
(other than a Wholly-Owned Restricted Subsidiary) to Lamar Media or a
Restricted Subsidiary.

For purposes of determining the amount expended for Restricted Payments, cash
distributed or invested shall be valued at the face amount thereof and property
other than cash shall be valued at its fair market value.

"Restricted Subsidiary" means a Subsidiary of Lamar Media other than an
Unrestricted Subsidiary and includes all of the Subsidiaries of Lamar Media
existing as of the Issue Date (other than Missouri Logos, a Partnership). The
board of directors of Lamar Media may designate any Unrestricted Subsidiary or
any Person that is to become a Subsidiary of Lamar Media as a Restricted
Subsidiary if immediately after giving effect to such action (and treating any
Acquired Indebtedness as having been incurred at the time of such action), Lamar
Media could have incurred at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) pursuant to the "Limitation on Additional Indebtedness"
covenant and no Default or Event of Default shall have occurred and be
continuing.

"SBA Indebtedness" means Indebtedness incurred pursuant to the United
States Small Business Administration Disaster Relief Loan program or any similar
loan program; provided, however, that such Indebtedness shall at all times be
prepayable without penalty at the option of the obligor.

"Senior Credit Facility" means the Credit Agreement dated as of August 13,
1999, as amended to date, among Lamar Media, the guarantor parties thereto, the
several lenders from time to time parties thereto and JP Morgan Chase Bank
(formerly The Chase Manhattan Bank), as administrative agent, together with the
documents related thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements may be
amended (including any amendment and restatement thereof), supplemented or
otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including adding
Subsidiaries of Lamar Media as additional guarantors thereunder) all or any
portion of the Indebtedness under such agreement or any successor or replacement
agreement and whether by the same or any other agent, lender or group of lenders
and whether or not increasing the amount of Indebtedness that may be incurred
thereunder.

"Senior Indebtedness" means the principal of and premium, if any, and
interest (including, without limitation, interest accruing or that would have
accrued but for the filing of a bankruptcy, reorganization or other insolvency
proceeding whether or not such interest constitutes an allowable claim in such
proceeding) on, and any and all other fees, charges, expense reimbursement
obligations and other amounts due pursuant to the terms of all agreements,
documents and instruments providing for, creating, securing or evidencing or
otherwise entered into in connection with:

(a) all obligations owed to lenders under the Senior Credit Facility,

(b) all obligations with respect to any Interest Rate Agreement,

(c) all obligations to reimburse any bank or other person in respect
of amounts paid under letters of credit, acceptances or other similar
instruments,

(d) all other current or future Indebtedness which does not provide
that it is to rank pari passu with or subordinate to the notes and the
Guarantees and

(e) all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to, any of the Senior
Indebtedness described above.

Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include:

(i) Indebtedness of Lamar Media to any of its Subsidiaries or
Indebtedness of any Subsidiary of Lamar Media to Lamar Media or any other
Subsidiary of Lamar Media;

(ii) Indebtedness represented by the notes and the Guarantees;

(iii) any Indebtedness which by the express terms of the agreement or
instrument creating, evidencing or governing the same is junior or
subordinate in right of payment to any item of Senior Indebtedness;

(iv) to the extent it constitutes Indebtedness, any trade payable
arising from the purchase of goods or materials or for services obtained in
the ordinary course of business;

(v) Indebtedness represented by Disqualified Capital Stock; or

(vi) that portion of any Indebtedness which is incurred in violation
of the indenture; provided, however, that in the case of any Indebtedness
(regardless of whether or not such Indebtedness is incurred pursuant to the
first or second paragraph of "Limitation on Additional Indebtedness and
Preferred Stock of Restricted Subsidiaries"), such Indebtedness shall not
be deemed to have been incurred in violation of the indenture if the
holder(s) of such Indebtedness or their agent or representative shall have
received a representation from Lamar Media to the effect that the
incurrence of such Indebtedness does not violate the provisions of the
indenture (but nothing in this clause (vi)

shall preclude the existence of any Default or Events of Default in the
event that such Indebtedness is in fact incurred in violation of the
indenture).

"Stated Maturity" means, when used with respect to any note or any
installment of interest thereon, the date specified in such note as the fixed
date on which the principal of such note or such installment of interest is due
and payable, and when used with respect to any other Indebtedness, means the
date specified in the instrument governing such Indebtedness as the fixed date
on which the principal of such Indebtedness, or any installment of interest
thereon, is due and payable.

"Subsidiary" of any specified Person means any corporation, partnership,
joint venture, association or other business entity, whether now existing or
hereafter organized or acquired, (i) in the case of a corporation, of which more
than 50% of the total voting power of the Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
officers or trustees thereof is held, directly or indirectly by such Person or
any of its Subsidiaries; or (ii) in the case of a partnership, joint venture,
association or other business entity, with respect to which such Person or any
of its Subsidiaries has the power to direct or cause the direction of the
management and policies of such entity by contract or otherwise or if in
accordance with GAAP such entity is consolidated with such Person for financial
statement purposes.

"Temporary Cash Investments" or "cash equivalents" mean:

(i) Investments in marketable, direct obligations issued or guaranteed
by the United States of America, or of any governmental agency or political
subdivision thereof, maturing within 365 days of the date of purchase;

(ii) Investments in certificates of deposit issued by a bank organized
under the laws of the United States of America or any state thereof or the
District of Columbia, in each case having capital, surplus and undivided
profits totaling more than $500,000,000 and rated at least A by Standard &
Poor's Corporation and A-2 by Moody's Investors Service, Inc., maturing
within 365 days of purchase; or

(iii) Investments not exceeding 365 days in duration in money market
funds that invest substantially all of such funds' assets in the
Investments described in the preceding clauses (i) and (ii).

"Unrestricted Subsidiary" means (a) any Subsidiary of an Unrestricted
Subsidiary and (b) any Subsidiary of Lamar Media which is classified after the
Issue Date as an Unrestricted Subsidiary by a resolution adopted by the board of
directors of Lamar Media, but only so long as:

(i) no portion of the Indebtedness or any other obligation (contingent
or otherwise) of such Unrestricted Subsidiary (other than obligations in
respect of performance and surety bonds and in respect of reimbursement
obligations for undrawn letters of credit supporting insurance arrangements
and performance and surety bonds, each incurred in the ordinary course of
business and not as part of a financing transaction (collectively,
"Permitted Unrestricted Subsidiary Obligations")) (A) is guaranteed by
Lamar Media or any Restricted Subsidiary, (B) is recourse to or obligates
Lamar Media or any Restricted Subsidiary of Lamar Media, directly or
indirectly, contingently or otherwise, to satisfaction thereof;

(ii) such Unrestricted Subsidiary has no Indebtedness or any other
obligation (other than Permitted Unrestricted Subsidiary Obligations) that,
if in default in any respect (including a payment default), would permit
(upon notice, lapse of time or both) any holder of any other Indebtedness
of Lamar Media or its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or
payable prior to its stated maturity; and

(iii) no Default or Event of Default shall have occurred and be
continuing.

Any designation of a Subsidiary as an Unrestricted Subsidiary shall be deemed a
Restricted Payment in an amount equal to the fair market value of such
Subsidiary (as determined in good faith by the board of

directors of Lamar Media) and any such designation shall be permitted only if it
complies with the provisions of "Limitation on Restricted Payments." The trustee
shall be given prompt notice by Lamar Media of each resolution adopted by the
board of directors of Lamar Media under this provision, together with a copy of
each such resolution adopted.

"U.S. Government Obligations" means direct non-callable obligations of, or
non-callable obligations guaranteed by, the United States of America for the
payment of which obligation or guarantee the full faith and credit of the United
States of America is pledged.

"Voting Stock" means, with respect to any Person, securities of any class
or classes of Capital Stock in such Person entitling the holders thereof to vote
under ordinary circumstances in the election of members of the board of
directors or other similar governing body of such Person.

"Wholly-Owned Restricted Subsidiary" means any Restricted Subsidiary, all
of the outstanding Voting Stock (other than directors' qualifying shares) of
which are owned, directly or indirectly, by Lamar Media.

EXCHANGE OFFER AND REGISTRATION RIGHTS AGREEMENT

We and our subsidiary guarantors entered into a registration rights
agreement with the initial purchasers of the original notes on their issuance
date. In that agreement, we agreed for the benefit of the holders of the
original notes that we would use our reasonable best efforts to file with the
Commission and cause to become effective a registration statement, of which this
prospectus is a part, relating to an offer to exchange the original notes for
the exchange notes.

When the Commission declares the exchange offer registration statement
effective, we will offer the exchange notes in return for the original notes.
The exchange offer will remain open for at least 20 business days after the date
we mail notice of the exchange offer to noteholders. For each note surrendered
to us under the exchange offer, the noteholder will receive an exchange note of
equal principal amount. Interest on each exchange note will accrue from the last
interest payment date on which interest was paid on the notes or, if no interest
has been paid on the notes, from the closing date.

If applicable interpretations of the staff of the Commission do not permit
us to effect the exchange offer, we will use our reasonable best efforts to
cause to become effective a shelf registration statement relating to resales of
the original notes and to keep that shelf registration statement effective until
the expiration of the time period referred to in Rule 144(k) under the
Securities Act, or such shorter period that will terminate when all notes
covered by the shelf registration statement have been sold. We will, in the
event of such a shelf registration, provide to each noteholder copies of the
prospectus that is a part of the shelf registration statement, notify each
noteholder when the shelf registration statement has become effective and take
certain other actions to permit resales of the notes. A noteholder that sells
notes under the shelf registration statement generally will be required to be
named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with those sales and will be
bound by the provisions of the registration rights agreement that are applicable
to such a noteholder (including certain indemnification obligations).

If the exchange offer is not completed (or, if required, the shelf
registration statement is not declared effective) on or before the date that is
160 days after the closing date (the "Target Registration Date"), the annual
interest rate borne by the notes will be increased by (i) 0.25% per annum for
the first 90-day period immediately following the Target Registration Date and
(ii) an additional 0.25% per annum with respect to each subsequent 90-day
period, in each case until the exchange offer is completed or the shelf
registration statement is declared effective, up to a maximum of 1.00% per annum
of additional interest.

If we effect the exchange offer, we will be entitled to close the exchange
offer 20 business days after its commencement, provided, that we have accepted
all notes validly surrendered in accordance with the terms of the exchange
offer. Notes not tendered in the exchange offer shall bear interest at the rate
set

forth on the cover page of this prospectus and be subject to all the terms and
conditions specified in the indenture, including transfer restrictions.

This summary of the provisions of the registration rights agreement does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all the provisions of the registration rights agreement, a copy
of which is available from us upon request.

BOOK-ENTRY SETTLEMENT AND CLEARANCE

THE GLOBAL NOTES

The exchange notes will be issued in the form of one or more registered
notes in global form, without interest coupons, which we refer to as the global
notes.

Upon issuance, the global notes will be deposited with the trustee as
custodian for The Depository Trust Company ("DTC"), as the depository, and
registered in the name of Cede & Co., as nominee of DTC.

Ownership of beneficial interests in the global notes will be limited to
persons who have accounts with DTC, which are called DTC participants, or
persons who hold interests through DTC participants. We expect that under
procedures established by DTC:

- upon deposit of the global notes with DTC's custodian, DTC will credit
portions of the principal amount of the global notes to the accounts of
the DTC participants designated by the initial purchasers; and

- ownership of beneficial interests in the global notes will be shown on,
and transfer of ownership of those interests will be effected only
through, records maintained by DTC (with respect to interests of DTC
participants) and the records of DTC participants (with respect to other
owners of beneficial interests in the global note).

Beneficial interests in the global notes may not be exchanged for notes in
physical, certificated form except in the limited circumstances described below
in the "-- Certificated Notes" section.

BOOK-ENTRY PROCEDURES FOR THE GLOBAL NOTES

All interests in the global notes will be subject to the operations and
procedures of DTC. We provide the following summaries of those operations and
procedures solely for the convenience of investors. The operations and
procedures of each settlement system are controlled by that settlement system
and may be changed at any time. Neither we nor the initial purchasers are
responsible for those operations or procedures.

DTC has advised us that it is:

- a limited purpose trust company organized under the laws of the State of
New York;

- a "banking organization" within the meaning of the New York State Banking
Law;

- a member of the Federal Reserve System;

- a "clearing corporation" within the meaning of the Uniform Commercial
Code; and

- a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934.

DTC holds securities for its participants and facilitates the clearance and
settlement of securities transactions between its participants through
electronic book-entry changes to the accounts of its participants. DTC's
participants include securities brokers and dealers, including the initial
purchasers; banks and trust companies; clearing corporations and other
organizations. Indirect access to DTC's system is also available to others such
as banks, brokers, dealers and trust companies; these indirect participants
clear through or maintain a custodial relationship with a DTC participant,
either directly or indirectly.
79

Investors who are not DTC participants may beneficially own securities held by
or on behalf of DTC only through DTC participants or indirect participants in
DTC.

So long as DTC's nominee is the registered owner of the global notes, that
nominee will be considered the sole owner or holder of the notes represented by
the global notes for all purposes under the indenture. Except as provided below,
owners of beneficial interests in the global notes:

- will not be entitled to have notes represented by the global notes
registered in their names;

- will not receive or be entitled to receive physical, certificated notes;
and

- will not be considered the owners or holders of the notes under the
indenture for any purpose, including with respect to the giving of any
direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in the global
notes must rely on the procedures of DTC to exercise any rights of a holder of
notes under the indenture (and, if the investor is not a participant or an
indirect participant in DTC, on the procedures of the DTC participant through
which the investor owns its interest).

Investors who are not "United States persons", as defined under the
Securities Act, who purchased original notes in reliance on Regulation S hold
their interests in the original notes through Clearstream or Euroclear, if they
are participants in such systems, or indirectly through organizations which are
participants in such systems. Euroclear and Clearstream are direct participants
in the DTC system. We understand that Euroclear and Clearstream each maintains
records of the beneficial interests of their account holders and facilitate the
clearance and settlement of securities transactions by electronic book-entry
transfer among their respective account holders.

Payments of principal, premium (if any) and interest with respect to the
exchange notes represented by the global notes will be made by the trustee to
DTC's nominee as the registered holder of the global note. Neither we nor the
trustee will have any responsibility or liability for the payment of amounts to
owners of beneficial interests in the global notes, for any aspect of the
records relating to or payments made on account of those interests by DTC, or
for maintaining, supervising or reviewing any records of DTC relating to those
interests.

Payments by participants and indirect participants in DTC to the owners of
beneficial interests in the global notes will be governed by standing
instructions and customary industry practice and will be the responsibility of
those participants or indirect participants and DTC.

Except for trades involving only Euroclear and Clearstream participants,
interests in the global notes will trade in DTC's settlement system and
secondary market trading activity in such interests will therefore settle in
immediately available funds, subject in all cases to the rules and procedures of
DTC and its participants. Transfers between participants in DTC will be effected
under DTC's procedures and will be settled in same-day funds. Transfers between
participants in Euroclear or Clearstream will be effected in the ordinary way
under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand, and
Euroclear or Clearstream participants, on the other hand, will be effected
within DTC through the DTC participants that are acting as depositories for
Euroclear and Clearstream. To deliver or receive an interest in a global note
held in a Euroclear or Clearstream account, an investor must send transfer
instructions to Euroclear or Clearstream, as the case may be, under the rules
and procedures of that system and within the established deadlines of that
system. If the transaction meets its settlement requirements, Euroclear or
Clearstream, as the case may be, will send instructions to its DTC depositary to
take action to effect final settlement by delivering or receiving interests in
the relevant global notes in DTC, and making or receiving payment under normal
procedures for same-day funds settlement applicable to DTC. Euroclear and
Clearstream participants may not deliver instructions directly to the DTC
depositories that are acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or
Clearstream participant that purchases an interest in a global note from a DTC
participant will be credited on the business day for Euroclear or Clearstream
immediately following the DTC settlement date. Cash received in Euroclear or
Clearstream from the sale of an interest in a global note to a DTC participant
will be received with value on the DTC settlement date but will be available in
the relevant Euroclear or Clearstream cash account as of the business day for
Euroclear or Clearstream following the DTC settlement date.

Although DTC, Euroclear and Clearstream have agreed to the above procedures
to facilitate transfers of interests in the global notes among participants in
those settlement systems, they are not obligated to perform these procedures and
may discontinue or change these procedures at any time. Neither we nor the
trustee will have any responsibility for the performance by DTC, Euroclear or
Clearstream or their participants or indirect participants of their obligations
under the rules and procedures governing their operations.

CERTIFICATED NOTES

Notes in physical, certificated form will be issued and delivered to each
person that DTC identifies as a beneficial owner of the exchange notes only if:

- DTC notifies us at any time that it is unwilling or unable to continue as
depositary for the global notes and a successor depositary is not
appointed within 90 days;

- DTC ceases to be registered as a clearing agency under the Securities
Exchange Act of 1934 and a successor depositary is not appointed within
90 days;

- we, at our option, notify the trustee that we elect to cause the issuance
of certificated notes; or

- certain other events provided in the indenture should occur.

CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

The following is a summary of the material United States federal income tax
consequences of the exchange of original notes for exchange notes and of the
ownership and disposition of the exchange notes. This summary is based on the
Internal Revenue Code of 1986, as amended (the "Code"), administrative
pronouncements, judicial decisions and final, temporary and proposed
regulations, all of which are subject to change. Any such change could be
applied retroactively in a way that could cause the tax consequences to differ
from the consequences described below, possibly with adverse effect.

This summary applies only to persons who hold the original notes and the
exchange notes as capital assets within the meaning of Section 1221 of the Code
(that is, for investment purposes). This summary does not discuss all aspects of
United States federal income taxation that may be relevant to holders in light
of their special circumstances or that may be relevant to holders subject to
special tax rules (such as banks, thrifts, and other financial institutions,
insurance companies, tax-exempt organizations, regulated investment companies,
real estate investment trusts or real estate mortgage investment conduits,
financial asset securitization investment trusts, dealers in securities or
currencies, persons who hold the notes through a partnership or other
pass-through entity, persons subject to alternative minimum tax, persons holding
the notes as a part of a hedge, straddle, conversion, constructive sale or other
integrated transaction, persons whose functional currency is not the U.S.
dollar, or persons who have ceased to be U.S. citizens or to be taxed as
resident aliens). This summary also does not discuss any tax consequences
arising under the United States federal estate and gift tax laws or the law of
any state, local, foreign or other taxing jurisdiction.

YOU SHOULD CONSULT YOUR OWN TAX ADVISOR CONCERNING THE UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR SITUATION,
OF THE EXCHANGE OF THE ORIGINAL NOTES FOR THE EXCHANGE NOTES AND THE OWNERSHIP
AND DISPOSITION OF THE EXCHANGE NOTES, AS WELL AS ANY CONSEQUENCES ARISING UNDER
UNITED STATES FEDERAL
81

ESTATE AND GIFT TAX LAWS AND THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER
TAXING JURISDICTION.

As used this summary, the term "U.S. holder" means a beneficial owner of a
note that is for United States federal income tax purposes:

- a citizen or resident of the United States;

- a corporation (including an entity treated as a corporation for U.S.
federal income tax purposes) created or organized in or under the laws of
the United States or of any political subdivision thereof;

- an estate, the income of which is subject to United States federal income
tax regardless of its source; or

- a trust, if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of
the trust or if a valid election is in place to treat the trust as a
United States person.

As used in this summary, the term "non-U.S. holder" means a beneficial
owner of a note that is not a U.S. holder.

TAX CONSEQUENCES TO U.S. HOLDERS

EXCHANGE OFFER

The exchange of the original notes for the exchange notes in connection
with the exchange offer will not be a taxable sale or exchange for U.S. federal
income tax purposes. Accordingly,

- holders will not recognize taxable gain or loss as a result of the
exchange;

- the adjusted tax basis of an exchange note immediately after the exchange
will be the same as the adjusted tax basis of the original note exchanged
therefor immediately before the exchange; and

- the holding period of the exchange note will include the holding period
of the original note.

Further, market discount or bond premium (as discussed below) applicable to the
original notes will carry over to the exchange notes.

STATED INTEREST PAYMENTS ON THE EXCHANGE NOTES

Stated interest payments on the exchange notes will generally be taxable as
ordinary interest income at the time the interest accrues or is received in
accordance with a holder's regular method of accounting for federal income tax
purposes.

MARKET DISCOUNT

If a holder acquires an exchange note (or purchased an original note which
such holder exchanges for an exchange note) for an amount that is less than its
stated principal amount, the difference will be treated as "market discount"
(unless such difference is less than a statutorily defined de minimis amount),
and the exchange note will be subject to the market discount rules. The holder
of an exchange note that is subject to the market discount rules will be
required to treat any full or partial principal payment or any gain recognized
on the maturity, sale or other disposition of the note as ordinary income, to
the extent that such gain does not exceed the accrued market discount on the
note. The amount of market discount treated as having accrued will be determined
either:

- on a straight-line basis by multiplying the market discount times a
fraction, the numerator of which is the number of days the note was held
by the holder and the denominator of which is the total

number of days after the date such holder acquired the note up to (and
including) the note's maturity date, or

- if the holder so elects, on a constant interest rate method.

The holder of an exchange note subject to the market discount rules may
elect to include market discount in income currently, through the use of either
the straight-line inclusion method or the elective constant interest rate
method, in lieu of recharacterizing gain upon disposition as ordinary income to
the extent of accrued market discount at the time of disposition. Once made,
this election will apply to all debt instruments with market discount acquired
by the electing holder on or after the first day of the first taxable year to
which the election applies and may not be revoked without the consent of the
Internal Revenue Service (IRS). If an election is made to include market
discount on a debt instrument in income currently, the basis of the debt
instrument in the hands of the holder will be increased by the market discount
thereon as it is included in income.

A holder who does not elect to include the market discount on an exchange
note in income currently may be required to defer interest expense deductions
for a portion of the interest paid on indebtedness incurred or continued to
purchase or carry such note, until the maturity of the note, its earlier
disposition in a taxable transaction or, if the holder so elects, a subsequent
taxable year in which sufficient interest income exists with respect to the
exchange note.

AMORTIZABLE BOND PREMIUM

If a holder purchases an exchange note (or purchased an original note which
such holder exchanges for an exchange note) for an amount in excess of its
stated principal amount, such holder may elect to treat the excess as
"amortizable bond premium," in which case the amount required to be included in
the holder's income each year with respect to stated interest on such note will
be reduced by the amount of amortizable bond premium allocable (based on the
yield to maturity of the note) to such year. Any election to amortize bond
premium will apply to all debt instruments (other than debt instruments the
interest on which is excludable from gross income) held or subsequently acquired
by the holder on or after the first day of the first taxable year to which the
election applies and may not be revoked without the consent of the IRS.

SALE, EXCHANGE OR RETIREMENT OF EXCHANGE NOTES

A holder of an exchange note will recognize gain or loss upon the sale,
redemption, retirement or other disposition of the note equal to the difference
between:

- the amount of cash and the fair market value of any property received
(except to the extent attributable to accrued interest) and

- the holder's adjusted tax basis in the note.

A holder's adjusted tax basis in an exchange note generally will equal such
holder's initial investment in the original note or the exchange note, increased
by any accrued market discount previously included in income and decreased by
the amount of any payments, other than qualified stated interest payments,
received with respect to such note and any amortized bond premium. If a holder
disposes of an exchange note between interest payment dates, a portion of the
amount received represents interest accrued to the date of disposition and must
be reported as ordinary interest income, and not as proceeds from the
disposition, in accordance with the holder's regular method of accounting for
federal income tax purposes. Subject to the market discount rules discussed
above, any gain or loss recognized by a holder on the disposition of an exchange
note generally will be capital gain or loss and will be long-term capital gain
or loss if the holder's holding period is more than one year. Under current law,
holders who are individuals generally are taxed on long-term capital gains at a
maximum marginal rate of 20%; corporate holders are taxed on long-term capital
gains at a maximum marginal rate of 35%. The deductibility of capital losses is
subject to limitations.

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion applies only to non-U.S. holders. This discussion
does not address all aspects of United States federal income taxation that may
be relevant to such non-U.S. holders in light of their special circumstances.
For example, special rules may apply to a non-U.S. holder that is a "controlled
foreign corporation," "passive foreign investment company" or "foreign personal
holding company," and such holders should consult their own tax advisors to
determine the United States federal, state, local and other tax consequences
that may be relevant to them.

EXCHANGE OFFER

The exchange of the original notes for the exchange notes in the exchange
offer will not be a taxable sale or exchange for U.S. federal income tax
purposes.

INTEREST PAYMENTS ON THE EXCHANGE NOTES

Subject to the discussion below concerning effectively connected income and
backup withholding, the 30% United States federal withholding tax should not
apply to any payment of interest on the exchange notes provided that:

- the holder does not own actually or constructively 10% or more of the
total combined voting power of Lamar Media;

- the holder is not a controlled foreign corporation related to Lamar Media
through actual or constructive stock ownership;

- the holder is not a bank whose receipt of interest on the exchange notes
is described in Section 881(c)(3)(A) of the Internal Revenue Code; and

- either

- the holder provides the holder's name and address on an IRS Form W-8BEN
(or other applicable form), and certifies, under penalty of perjury that
the holder is not a United States person, or

- a financial institution holding the notes on the holder's behalf
certifies, under penalty of perjury, that it has received an IRS Form
W-8BEN (or other applicable form) from the beneficial owner and provides
a copy or, in the case of certain foreign intermediaries, satisfies
other certification requirements under the applicable U.S. Treasury
regulations.

Special certification requirements apply to certain non-U.S. holders that are
entities rather than individuals.

If a holder cannot satisfy the requirements described above, payments of
interest (including original issue discount) made to the holder will be subject
to the 30% United States federal withholding tax, unless the holder qualifies
for a reduced rate of withholding under a tax treaty or the payments are exempt
from withholding because they are effectively connected with the holder's
conduct of a trade or business in the United States (or, where a tax treaty
applies, are attributable to a United States permanent establishment maintained
by the holder) and the holder satisfies the applicable certification and
disclosure requirements. In order to claim a reduction in or exemption from the
30% withholding tax under an applicable tax treaty, a holder must provide a
properly executed IRS Form W-8BEN (or a suitable substitute form). A holder must
provide an IRS Form W-8ECI (or a suitable substitute form) in order to claim
that the interest payments are exempt from the withholding tax because they are
effectively connected with the holder's conduct of a trade or business in the
United States.

A non-U.S. holder eligible for a reduced rate of United States withholding
tax pursuant to an income tax treaty may obtain a refund of any excess amounts
withheld by filing an appropriate claim for refund with the IRS.

SALE, EXCHANGE OR RETIREMENT OF THE EXCHANGE NOTES

Subject to the discussion below concerning effectively connected income and
backup withholding, a holder will not be subject to U.S. federal income tax on
any gain (including gain attributable to market discount) realized on the sale,
exchange or retirement of an exchange note unless the holder is an individual
who is present in the U.S. for at least 183 days during the year of disposition
of the exchange note and other conditions are satisfied.

EFFECTIVELY CONNECTED INCOME

If a holder is engaged in a trade or business in the United States and the
holder's investment in an exchange note is effectively connected with such trade
or business, the holder will be exempt from the 30% withholding tax on interest
(provided a certification requirement, generally on IRS Form W-8ECI, is met) and
will instead generally be subject to regular U.S. federal income tax on a net
income basis on any interest and gain with respect to the exchange notes in the
same manner as if the holder were a U.S. Holder. In addition, if the holder is a
foreign corporation, the holder may be subject to a branch profits tax of 30%
(or the lower rate provided by an applicable income tax treaty) of the holder's
earnings and profits for the taxable year that are effectively connected with
the holder's conduct of a trade or business in the United States. If the holder
is eligible for the benefits of a tax treaty, any effectively connected income
or gain will generally be subject to U.S. federal income tax only if it is also
attributable to a permanent establishment maintained by the holder in the United
States.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Interest and principal payments on, and proceeds received from the sale of,
an exchange note generally will be reported to U.S. holders, other than certain
exempt recipients, such as corporations, on Internal Revenue Service Form 1099.
In addition, a backup withholding tax may apply to those amounts if the U.S.
holder fails to furnish the payor with a correct taxpayer identification number
or other required certification or fails to report interest or dividends
required to be shown on the holder's federal income tax returns.

In general, a non-U.S. holder will not be subject to backup withholding
with respect to interest or principal payments on the exchange notes if such
holder has provided the statement described above under "-- United States
Federal Income Tax Consequences to Non-U.S. Holders -- Interest Payments on the
Exchange Notes" and the payor does not have actual knowledge or reason to know
that such holder is a U.S. person. In addition, a non-U.S. holder will not be
subject to backup withholding with respect to the proceeds of the sale of an
exchange note made within the United States or conducted through certain United
States financial intermediaries if the payor receives the statement described
above and does not have actual knowledge or reason to know that such holder is a
United States person or such holder otherwise establishes an exemption. Non-U.S.
holders should consult their tax advisors regarding the application of
information reporting and backup withholding in their particular situations, the
availability of exemptions and the procedure for obtaining such exemptions, if
available.

Backup withholding is not an additional tax, and amounts withheld as backup
withholding will be allowed as a refund or credit against a holder's federal
income tax liability, provided that the required information is furnished to the
IRS.

PLAN OF DISTRIBUTION

Based on interpretations by the staff of the Division of Corporation
Finance of the SEC set forth in no-action letters issued to third parties, we
believe that the exchange notes issued pursuant to this exchange offer in
exchange for original notes generally may be offered for resale, resold or
otherwise transferred by holders without compliance with the registration and
prospectus delivery provisions of the Securities Act of 1933 if the exchange
notes are acquired in the ordinary course of such holders' business and such
holders have no arrangement with any person to participate in a distribution of
such exchange

notes. We did not, and do not intend to, request an interpretation from the SEC
with respect to resales of the exchange notes, and we cannot be sure that the
staff of the Division of Corporation Finance of the SEC would make a similar
determination with respect to the resale of the exchange notes as it did in
those interpretative letters to third-parties. Broker-dealers receiving exchange
notes in the exchange offer will be subject to a prospectus delivery requirement
with respect to resales of such exchange notes.

Any holder that is an "affiliate" of ours or a broker-dealer that acquired
original notes directly from us or that otherwise cannot rely upon such
interpretations must comply with the registration and prospectus delivery
requirements of the Securities Act in order to resell the original notes and
will not be permitted or entitled to exchange original notes in the exchange
offer.

Based on the position taken by the staff of the Division of Corporation
Finance of the SEC in the no-action letters referred to above, we believe that
broker-dealers who acquired original notes for their own accounts, as a result
of market-making activities or other trading activities, may fulfill their
prospectus delivery requirements with respect to the exchange notes received
upon exchange of such original notes (other than original notes which represent
an unsold allotment from the original sale of the original notes) with a
prospectus meeting the requirements of the Securities Act of 1933, which may be
the prospectus prepared for an exchange offer so long as it contains a
description of the plan of distribution with respect to the resale of such
exchange notes. Accordingly, this prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection
with resales of exchange notes received in exchange for original notes where
those original notes were acquired as a result of market-making activities or
other trading activities. However, a broker-dealer who intends to use this
prospectus in connection with the resale of exchange notes received in exchange
for original notes pursuant to this exchange offer, must notify us or cause us
to be notified, on or prior to the expiration of this exchange offer, that it is
a broker-dealer. Such notice may be given in the space provided for in the
letter of transmittal or may be delivered to the exchange agent. Further, each
broker-dealer that receives exchange notes for its own account pursuant to the
exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. We have agreed that, for a period of 180
days after the exchange offer has been completed, we will make this prospectus,
as amended or supplemented, available to any broker-dealer for use in connection
with any such resale. The 180-day period may be suspended (to be offset by a
commensurate extension) in the event of a possible acquisition, business
combination or other transaction involving us or if it becomes necessary for us
to amend or supplement such prospectus. If we suspend use of the prospectus, we
may require broker-dealers to discontinue the sale or other disposition of the
exchange notes for a period of not more than 20 days in any 12-month period.

We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such resale may be
made directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any broker-dealer or
the purchasers of any such exchange notes. Any broker-dealer that resells
exchange notes that were received by it for its own account pursuant to the
exchange offer and any broker or dealer that participates in a distribution of
such exchange notes may be deemed to be an "underwriter" within the meaning of
the Securities Act, and any profit on any such resale of exchange notes and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act. The letter of transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

The initial purchaser and its respective affiliates perform various
commercial banking and investment banking services for us on a regular basis.

LEGAL MATTERS

The validity of the exchange notes offered hereby will be passed upon for
us by Palmer & Dodge LLP, Boston, Massachusetts. In rendering its opinion,
Palmer & Dodge LLP will rely on the opinion of Cahill Gordon & Reindel with
respect to matters of New York law and on the opinion of Kean, Miller,
Hawthorne, D'Armond, McCowan & Jorman, L.L.P. with respect to certain matters
pertaining to the subsidiary guarantors.

EXPERTS

The consolidated financial statements of Lamar Advertising Company and
subsidiaries and Lamar Media Corp. and subsidiaries as of December 31, 2001 and
2000, and for each of the years in the three-year period ended December 31, 2001
have been included in this registration statement in reliance upon the reports
of KPMG LLP, independent accountants, and upon the authority of said firm as
experts in accounting and auditing. The audit reports covering the 2001
consolidated financial statements refer to a change in accounting for the costs
of start-up activities in 1999 and the adoption of the provisions of Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and
certain provisions of SFAS No. 142, "Goodwill and Other Intangible Assets," as
required for goodwill and intangible assets resulting from business combinations
consummated after June 30, 2001.

AVAILABLE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any of these documents at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. Our SEC filings are also available on the SEC's website at
http://www.sec.gov. Copies of certain information filed by us with the SEC are
also available on our parent's website at http://www.lamar.com. This website is
not part of this prospectus.

We have filed a registration statement on Form S-4, of which this
prospectus is a part, with the SEC relating to the exchange notes to be issued
in the exchange offer. For further information on us, the notes and the exchange
offer, you should refer to the registration statement and its exhibits. This
prospectus discusses material provisions of our indenture dated December 23,
2002 entered into with Wachovia Bank of Delaware, National Association, as
trustee. Because the prospectus may not contain all the information that you may
find important, you should review the full text of the indenture and other
documents we have incorporated by reference into the registration statement.

You should rely only on the information provided in this prospectus or any
supplement. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
prospectus or any supplement is accurate as of any date other than the date on
the front of these documents.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>

FOR THE PERIOD ENDED DECEMBER 31, 2001:
Lamar Advertising Company and Subsidiaries
Independent auditors' report................................ F-2
Consolidated balance sheets as of December 31, 2001 and
2000...................................................... F-3
Consolidated statements of operations for the years ended
December 31, 2001, 2000 and 1999.......................... F-4
Consolidated statements of stockholders' equity for the
years ended December 31, 2001, 2000 and 1999.............. F-5
Consolidated statements of cash flows for the years ended
December 31, 2001, 2000 and 1999.......................... F-6
Notes to consolidated financial statements.................. F-7
Lamar Media Corp. and Subsidiaries
Independent auditors' report................................ F-26
Consolidated balance sheets as of December 31, 2001 and
2000...................................................... F-27
Consolidated statements of operations for the years ended
December 31, 2001, 2000 and 1999.......................... F-28
Consolidated statements of stockholders' equity for the
years ended December 31, 2001, 2000 and 1999.............. F-29
Consolidated statements of cash flows for the years ended
December 31, 2001, 2000 and 1999.......................... F-30
Notes to consolidated financial statements.................. F-31
FOR THE PERIOD ENDED SEPTEMBER 30, 2002:
Lamar Advertising Company and Subsidiaries
Condensed consolidated balance sheets as of September 30,
2002 and December 31, 2001 (unaudited).................... F-37
Condensed consolidated statements of operations for the
three month and nine month periods ended September 30,
2002 and 2001 (unaudited)................................. F-38
Condensed consolidated statements of cash flows for the nine
month periods ended September 30, 2002 and 2001
(unaudited)............................................... F-39
Notes to condensed consolidated financial statements
(unaudited)............................................... F-40
Lamar Media Corp, and Subsidiaries
Condensed consolidated balance sheets as of September 30,
2002 and December 31, 2001 (unaudited).................... F-45
Condensed consolidated statements of operations for the
three month and nine month periods ended September 30,
2002 and 2001 (unaudited)................................. F-46
Condensed consolidated statements of cash flows for the nine
month period ended September 30, 2002 and 2001
(unaudited)............................................... F-47
Notes to condensed consolidated financial statements
(unaudited)............................................... F-48
</Table>

F-1

INDEPENDENT AUDITORS' REPORT

Board of Directors
Lamar Advertising Company:

We have audited the accompanying consolidated balance sheets of Lamar
Advertising Company and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 2001.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lamar
Advertising Company and subsidiaries as of December 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.

As discussed in Note 17 to the consolidated financial statements, the
Company changed its method of accounting for the costs of start-up activities in
1999.

As discussed in Note 17 to the consolidated financial statements, effective
July 1, 2001, the Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 141, "Business Combinations", and certain
provisions of SFAS No. 142, "Goodwill and Other Intangible Assets", as required
for goodwill and intangible assets resulting from business combinations
consummated after June 30, 2001.

KPMG LLP
New Orleans, Louisiana
February 8, 2002

F-2

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
DECEMBER 31,
---------------------------
2001 2000
------------ ------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 12,885 $ 72,340
Receivables, net.......................................... 95,135 91,674
Prepaid expenses.......................................... 27,176 23,164
Other current assets...................................... 8,019 8,738
---------- ----------
Total current assets........................................ 143,215 195,916
---------- ----------
Property, plant and equipment (note 4)...................... 1,777,399 1,630,866
Less accumulated depreciation and amortization............ (451,686) (335,991)
---------- ----------
Net property plant and equipment............................ 1,325,713 1,294,875
---------- ----------
Intangible assets (note 5).................................. 2,179,475 2,129,733
Other assets -- non-current................................. 17,304 17,249
---------- ----------
Total assets................................................ $3,665,707 $3,637,773
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable.................................... $ 10,048 $ 9,918
Current maturities of long-term debt (note 8)............. 66,559 66,814
Accrued expenses (note 7)................................. 33,674 40,724
Deferred income........................................... 11,618 11,005
---------- ----------
Total current liabilities................................... 121,899 128,461
Long-term debt (note 8)..................................... 1,745,026 1,671,466
Deferred income taxes (note 9).............................. 118,837 140,452
Other liabilities........................................... 7,724 7,939
---------- ----------
Total liabilities........................................... 1,993,486 1,948,318
========== ==========
Stockholders' equity (note 11):
Series AA preferred stock, par value $.001, $63.80
cumulative dividends, authorized 5,720 shares; 5,719
shares issued and outstanding at 2001 and 2000......... -- --
Class A preferred stock, par value $638, $63.80 cumulative
dividends, 10,000 shares authorized, 0 shares issued
and outstanding at 2001 and 2000....................... -- --
Class A common stock, par value $.001, 175,000,000 shares
authorized, 82,899,800 and 80,101,793 shares issued and
outstanding at 2001 and 2000, respectively............. 83 80
Class B common stock, par value $.001, 37,500,000 shares
authorized, 16,611,835 and 17,000,000 shares issued and
outstanding at 2001 and 2000, respectively............. 17 17
Additional paid-in capital................................ 1,963,065 1,871,303
Accumulated deficit....................................... (290,944) (181,945)
---------- ----------
Stockholders' equity........................................ 1,672,221 1,689,455
---------- ----------
Total liabilities and stockholders' equity.................. $3,665,707 $3,637,773
========== ==========
</Table>

See accompanying notes to consolidated financial statements.
F-3

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
------------------------------------------------
2001 2000 1999
-------------- -------------- --------------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Net revenues:.......................................... $ 729,050 $ 687,319 $ 444,135
----------- ----------- -----------
Operating expenses:
Direct advertising expenses......................... 251,483 217,465 143,090
General and administrative expenses................. 151,048 138,072 94,372
Depreciation and amortization....................... 355,529 318,096 177,138
Gain on disposition of assets....................... (923) (986) (5,481)
----------- ----------- -----------
757,137 672,647 409,119
----------- ----------- -----------
Operating (loss) income............................. (28,087) 14,672 35,016
Other expense (income):
Interest income..................................... (640) (1,715) (1,421)
Interest expense.................................... 126,861 147,607 89,619
----------- ----------- -----------
126,221 145,892 88,198
----------- ----------- -----------
Loss before income taxes, extraordinary item and
cumulative effect of a change in accounting
principle........................................... (154,308) (131,220) (53,182)
Income tax benefit (note 9)............................ (45,674) (37,115) (9,596)
----------- ----------- -----------
Loss before extraordinary item and cumulative effect of
a change in accounting principle.................... (108,634) (94,105) (43,586)
Extraordinary loss on debt extinguishment, net of
income tax benefit of $117.......................... -- -- (182)
----------- ----------- -----------
Loss before cumulative effect of a change in accounting
principle........................................... (108,634) (94,105) (43,768)
Cumulative effect of a change in accounting
principle........................................... -- -- (767)
----------- ----------- -----------
Net loss............................................... (108,634) (94,105) (44,535)
Preferred stock dividends.............................. (365) (365) (365)
----------- ----------- -----------
Net loss applicable to common stock.................... $ (108,999) $ (94,470) $ (44,900)
----------- ----------- -----------
Loss per common share -- basic and diluted:
Loss before extraordinary item and accounting
change........................................... $ (1.11) $ (1.04) $ (.64)
Extraordinary loss on debt extinguishment........... -- -- --
Cumulative effect of a change in accounting
principle........................................ -- -- (.01)
----------- ----------- -----------
Net loss per common share.............................. $ (1.11) $ (1.04) $ (.65)
----------- ----------- -----------
Weighted average common shares outstanding.......... 98,566,949 91,164,884 69,115,764
Incremental common shares from dilutive stock
options.......................................... -- -- --
Incremental common shares from convertible debt..... -- -- --
----------- ----------- -----------
Weighted average common shares assuming dilution.... 98,566,949 91,164,884 69,115,764
</Table>

See accompanying notes to consolidated financial statements.
F-4

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<Table>
<Caption>
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
--------------------------------------------------------------------------------
SERIES AA CLASS A CLASS A CLASS B ADDITIONAL
PREFERRED PREFERRED COMMON COMMON PAID-IN ACCUMULATED
STOCK STOCK STOCK STOCK CAPITAL DEFICIT TOTAL
--------- --------- ------- ------- ---------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

BALANCE, DECEMBER 31, 1998........ $ -- 3,649 43 18 505,644 (42,575) 466,779
Issuance of 26,407,650 shares
of common stock............. -- -- 26 -- 954,946 -- 954,972
Exercise of stock options...... -- -- 1 -- 14,677 -- 14,678
Conversion of 250,000 shares of
Class B common stock to
Class A common stock........ -- -- 1 (1) -- -- --
Conversion of Class A preferred
stock into Series AA
preferred stock............. -- (3,649) -- -- 3,649 -- --
Net loss....................... -- -- -- -- -- (44,535) (44,535)
Dividends ($63.80 per preferred
share)...................... -- -- -- -- -- (365) (365)
----- ------ -- -- --------- -------- ---------
BALANCE, DECEMBER 31, 1999........ $ -- -- 71 17 1,478,916 (87,475) 1,391,529
Issuance of 4,238,416 shares of
common stock in
acquisitions................ -- -- 4 -- 185,599 -- 185,603
Exercise of stock options...... -- -- -- -- 7,471 -- 7,471
Conversion of 449,997 shares of
Class B common stock to
Class A common stock........ -- -- -- -- -- -- --
Issuance of 37,510 shares of
common stock through
employee purchase plan...... -- -- -- -- 1,261 -- 1,261
Issuance of 4,500,000 shares of
common stock for cash....... -- -- 5 -- 198,056 -- 198,061
Net loss....................... -- -- -- -- -- (94,105) (94,105)
Dividends ($63.80 per preferred
share)...................... -- -- -- -- -- (365) (365)
----- ------ -- -- --------- -------- ---------
BALANCE, DECEMBER 31, 2000........ $ -- -- 80 17 1,871,303 (181,945) 1,689,455
Issuance of 725,000 shares of
common stock in
acquisitions................ -- -- 1 -- 28,999 -- 29,000
Exercise of stock options...... -- -- 1 -- 12,941 -- 12,942
Conversion of 388,165 shares of
Class B common stock to
stock to Class A common
stock....................... -- -- -- -- -- -- --
Issuance of 59,599 shares of
common stock through
employee purchase plan...... -- -- -- -- 1,823 -- 1,823
Issuance of 1,200,000 shares of
common stock for cash....... -- -- 1 -- 47,999 -- 48,000
Net loss....................... -- -- -- -- -- (108,634) (108,634)
Dividends ($63.80 per preferred
share)...................... -- -- -- -- -- (365) (365)
----- ------ -- -- --------- -------- ---------
BALANCE, DECEMBER 31, 2001........ $ -- -- 83 17 1,963,065 (290,944) 1,672,221
===== ====== == == ========= ======== =========
</Table>

See accompanying notes to consolidated financial statements.
F-5

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)

Cash flows from operating activities:
Net loss................................................ $(108,634) $ (94,105) $ (44,535)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization........................ 355,529 318,096 177,138
Gain on disposition of assets........................ (923) (986) (5,481)
Cumulative effect of accounting change............... -- -- 767
Deferred tax benefit................................. (46,387) (36,974) (13,579)
Provision for doubtful accounts...................... 7,794 5,991 4,065
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables........................................ (9,413) (13,232) (19,091)
Prepaid expenses................................... (1,321) (1,371) 782
Other assets....................................... 2,192 349 (4,337)
Increase (decrease) in:
Trade accounts payable............................. 131 (1,574) 3,438
Accrued expenses................................... (8,287) 2,175 18,597
Deferred income.................................... (173) (964) (7,184)
Other liabilities.................................. 124 196 (29)
--------- --------- ---------
Net cash provided by operating activities................. 190,632 177,601 110,551
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures.................................... (85,320) (78,304) (77,186)
Purchase of new markets................................. (302,067) (360,118) (881,067)
Proceeds from sale of property and equipment............ 4,916 2,827 7,603
--------- --------- ---------
Net cash used in investing activities..................... (382,471) (435,595) (950,650)
--------- --------- ---------
Cash flows from financing activities:
Net proceeds from issuance of common stock.............. 60,368 205,098 7,418
Proceeds from issuance of long-term debt................ -- -- 279,594
Principle payments on long-term debt.................... (67,046) (5,330) (79,667)
Debt issuance costs..................................... (573) (1,470) (13,077)
Net borrowing under credit agreements................... 140,000 124,000 526,000
Dividends............................................... (365) (365) (365)
--------- --------- ---------
Net cash provided by financing activities................. 132,384 321,933 719,903
--------- --------- ---------
Net (decrease) increase in cash and cash equivalents...... (59,455) 63,939 (120,196)
Cash and cash equivalents at beginning of period........ 72,340 8,401 128,597
--------- --------- ---------
Cash and cash equivalents at end of period.............. $ 12,885 $ 72,340 $ 8,401
--------- --------- ---------
Supplemental disclosures of cash flow information:
Cash paid for interest.................................. $ 128,434 $ 147,875 $ 83,837
--------- --------- ---------
Cash paid for state and federal income taxes............ $ 1,189 $ 1,936 $ 6,919
--------- --------- ---------
</Table>

See accompanying notes to consolidated financial statements.
F-6

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(1) SIGNIFICANT ACCOUNTING POLICIES

(A) NATURE OF BUSINESS

Lamar Advertising Company (the Company) is engaged in the outdoor
advertising business operating over 144,000 outdoor advertising displays in 44
states. The Company's operating strategy is to be the leading provider of
outdoor advertising services in the markets it serves.

In addition, the Company operates a logo sign business in 21 states
throughout the United States and in 1 province of Canada. Logo signs are erected
pursuant to state-awarded service contracts on public rights-of-way near highway
exits and deliver brand name information on available gas, food, lodging and
camping services. Included in the Company's logo sign business are tourism
signing contracts.

(B) PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include Lamar
Advertising Company, its wholly-owned subsidiary, Lamar Media Corp. (Lamar
Media), and its majority-owned subsidiaries. All intercompany transactions and
balances have been eliminated in consolidation.

Property, plant and equipment are stated at cost. Depreciation is
calculated using accelerated and straight-line methods over the estimated useful
lives of the assets.

(D) INTANGIBLE ASSETS

Intangible assets, consisting primarily of goodwill, site locations,
customer lists and contracts, and non-competition agreements are amortized using
the straight-line method over the assets estimated useful lives, generally from
5 to 15 years.

Debt issuance costs are deferred and amortized over the terms of the
related credit facilities using the interest method.

(E) IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF

The Company accounts for long-lived assets in accordance with the
provisions of Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to be
Disposed of". SFAS No. 121 requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. Assets to be disposed
of are reported at the lower of the carrying amount or fair value less costs to
sell.

The Company assesses the recoverability of enterprise level goodwill by
determining whether the unamortized goodwill balance can be recovered through
undiscounted future results of the Company's operations. The amount of
enterprise-level goodwill impairment, if any, is measured based on projected
discounted future results using a discount rate reflecting the Company's average
cost of funds.

F-7

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(F) DEFERRED INCOME

Deferred income consists principally of advertising revenue received in
advance and gains resulting from the sale of certain assets to related parties.
Deferred advertising revenue is recognized in income as services are provided
over the term of the contract. Deferred gains are recognized in income in the
consolidated financial statements at the time the assets are sold to an
unrelated party or otherwise disposed of.

(G) REVENUE RECOGNITION

The Company recognizes revenue from outdoor and logo sign advertising
contracts, net of agency commissions, on an accrual basis ratably over the term
of the contracts, as advertising services are provided.

(H) INCOME TAXES

The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.

(I) EARNINGS PER SHARE

Earnings per share are computed in accordance with SFAS No. 128, "Earnings
Per Share". The calculation of basic earnings per share excludes any dilutive
effect of stock options and convertible debt, while diluted earnings per share
includes the dilutive effect of stock options and convertible debt. The number
of potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 6,834,065 and 6,807,708 and 3,017,724 for the years
ended December 31, 2001, 2000 and 1999, respectively.

(J) STOCK OPTION PLAN

The Company accounts for its stock option plan in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees", and related interpretations. As such, compensation
expense is recorded on the date of grant only if the current market price of the
underlying stock exceeds the exercise price. SFAS No. 123, "Accounting for
Stock-Based Compensation", permits entities to recognize as expense over the
vesting period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and pro forma
earnings per share disclosures for employee stock option grants made in 1995 and
future years as if the fair-value-based method defined in SFAS No. 123 has been
applied. The Company has elected to continue to apply the provisions of APB
Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.

(K) CASH AND CASH EQUIVALENTS

The Company considers all highly-liquid investments with original
maturities of three months or less to be cash equivalents.

F-8

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(L) RECLASSIFICATION OF PRIOR YEAR AMOUNTS

Certain amounts in the prior years' consolidated financial statements have
been reclassified to conform to the current year presentation. These
reclassifications had no effect on previously reported net loss.

(M) USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

(2) ACQUISITIONS

YEAR ENDED DECEMBER 31, 1999

On January 5, 1999, the Company purchased all of the outdoor advertising
assets of American Displays, Inc. for a cash purchase price of approximately
$14,500.

On February 1, 1999, the Company purchased all of the outdoor advertising
assets of KJS, LLC for a cash purchase price of $40,500.

On April 1, 1999, the Company purchased all of the assets of Frank Hardie,
Inc. for a cash purchase price of approximately $20,300.

On June 1, 1999, the Company purchased the assets of Vivid, Inc. for a cash
purchase price of approximately $22,100.

On September 15, 1999, Lamar Media Corp. purchased the capital stock of
Chancellor Media Outdoor Corporation and Chancellor Media Whiteco Outdoor
Corporation, (Chancellor Outdoor) for a combination of approximately $703,000 in
cash and 26,227,273 shares of Class A common stock valued at approximately
$947,000. The stock purchase agreement also contains a post-closing adjustment
in the event that the net working capital of Chancellor Outdoor as shown on the
closing balance sheet is greater or less than $12,000. As of December 31, 1999,
the working capital adjustment to be paid by the Company is $15,750, and is
included in accrued expenses in the accompanying balance sheet.

During the year ended December 31, 1999, the Company completed 72
additional acquisitions of outdoor advertising and transit assets for an
aggregate cash purchase price of approximately $93,873 and the issuance of
180,377 shares of Class A common stock valued at approximately $7,981.

Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
purchase price has been allocated to assets acquired and liabilities

F-9

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

assumed based on fair market value at the dates of acquisition. The following is
a summary of the allocation of the purchase price in the above transactions.

<Table>
<Caption>
PROPERTY,
CURRENT PLANT & OTHER CURRENT
ASSETS EQUIP GOODWILL INTANGIBLES LIABILITIES LONG-TERM
------- --------- -------- ----------- ----------- LIABILITIES

American Displays................. $ 87 899 10,532 3,277 284 --
KJS, LLC.......................... 20 9,468 30,543 4,489 2,079 1,921
Frank Hardie...................... 187 6,582 10,464 3,630 525 --
Vivid, Inc. ...................... 357 9,706 8,526 4,085 593 --
Chancellor........................ 39,242 645,151 298,486 779,944 6,014 106,102
Other............................. 310 22,411 74,976 8,678 1,301 3,218
------- ------- ------- ------- ------ -------
$40,203 694,217 433,527 804,103 10,796 111,241
======= ======= ======= ======= ====== =======
</Table>

YEAR ENDED DECEMBER 31, 2000

On January 14, 2000, the Company purchased all of the outstanding common
stock of Aztec Group, Inc. for a purchase price of approximately $34,485. The
purchase price consisted of approximately $5,259 cash and the issuance of
481,481 shares of Lamar Advertising Company Class A common stock valued at
approximately $29,226.

On March 31, 2000, the Company purchased the assets of an outdoor company
in the Company's Northeast Region for a cash purchase price of approximately
$33,605.

Effective May 1, 2000, the Company purchased all of the outstanding common
stock of Outdoor West, Inc. for a total cash purchase price of approximately
$39,287.

On May 24, 2000, the Company purchased all of the outstanding common stock
of Advantage Outdoor Company, Inc. for a cash purchase price of approximately
$76,764 and the issuance of 2,300,000 shares of Lamar's Class A common stock
valued at approximately $92,805.

On July 1, 2000, the Company purchased the stock of Tyler Media Group, Inc.
for a purchase price of approximately $30,937. The purchase price consisted of
approximately $4,478 cash and the issuance of 611,764 shares of Lamar
Advertising Company Class A common stock valued at approximately $26,459.

On July 21, 2000, the Company purchased the assets of Root Outdoor
Advertising, Inc. for a total cash purchase price of approximately $41,059.

During the year ended December 31, 2000, the Company completed 97
additional acquisition of outdoor advertising assets for a total purchase price
of approximately $187,416. The purchase price included the issuance of 845,171
shares of Lamar Advertising Company Class A common stock valued at approximately
$37,113.

Each of these acquisitions were accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities

F-10

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

assumed based on fair market value at the dates of acquisition. The following is
a summary of the preliminary allocation of the acquisition costs in the above
transactions.

<Table>
<Caption>
PROPERTY,
CURRENT PLANT & OTHER CURRENT LONG-TERM
ASSETS EQUIP GOODWILL INTANGIBLES LIABILITIES LIABILITIES
------- --------- --------- ------------ ------------ ------------

Aztec Group, Inc. ................ $ 500 8,279 21,879 10,526 827 5,872
Northeast Region Acquisition...... 480 2,604 16,804 14,102 385 --
Outdoor West...................... 1,131 9,187 21,297 17,222 675 8,875
Advantage Outdoor................. 3,256 65,534 78,846 58,442 4,456 32,053
Tyler Media Group, Inc. .......... 378 16,241 12,876 11,123 -- 9,681
Root Outdoor Adv. Inc. ........... 1,632 9,098 8,266 23,092 1,029 --
Other............................. 2,497 56,583 81,303 61,110 1,550 12,527
------ ------- ------- ------- ----- ------
$9,874 167,526 241,271 195,617 8,922 69,008
====== ======= ======= ======= ===== ======
</Table>

YEAR ENDED DECEMBER 31, 2001

On January 1, 2001, the Company purchased the assets of two outdoor
advertising companies, American Outdoor Advertising, LLC and Appalachian Outdoor
Advertising Co., Inc. for a total cash purchase price of approximately $31,500
and $20,000, respectively.

On February 1, 2001, the Company purchased all of the outstanding common
stock of Bowlin Outdoor Advertising and Travel Centers, Inc. for a total
purchase price of approximately $45,650. The purchase price consisted of
approximately $16,650 cash and the issuance of 725,000 shares of Lamar
Advertising Company Class A common stock valued at $29,000.

On April 1, 2001, the Company purchased all of the outstanding common stock
of DeLite Outdoor Advertising, LLC and DeLite Outdoor Advertising, Inc. for a
cash purchase price of approximately $43,000.

On April 1, 2001, the Company purchased certain assets of PNE Media, LLC
for a cash purchase price of approximately $21,000.

On August 2, 2001, the Company purchased the assets of Capital Outdoor,
Inc. for a cash purchase price of approximately $30,000.

During the year ended December 31, 2001, the company completed 101
additional acquisitions of outdoor advertising and transit assets for an
aggregate cash purchase price of approximately $138,750.

F-11

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

assumed based on fair market value at the dates of acquisition. The following is
a summary of the allocation of the purchase price in the above transactions.

<Table>
<Caption>
PROPERTY,
CURRENT PLANT & OTHER OTHER CURRENT LONG-TERM
ASSETS EQUIP GOODWILL INTANGIBLES ASSETS LIABILITIES LIABILITIES
------- --------- -------- ----------- ------ ----------- -----------

American Outdoor................... $ 557 1,185 18,662 11,132 -- -- --
Appalachian Outdoor................ 325 5,822 2,666 11,512 -- 325 --
Bowlin Outdoor..................... 1,699 30,171 2,731 25,270 -- 563 13,663
PNE................................ 180 4,879 4,500 11,344 -- -- --
Delite Group, Inc. ................ 1,159 10,864 20,033 19,435 -- 543 7,968
Capital............................ 197 5,761 12,530 11,709 -- 87 --
Other.............................. 2,139 34,567 50,674 57,334 700 1,127 5,537
------ ------ ------- ------- --- ----- ------
$6,256 93,249 111,796 147,736 700 2,645 27,168
====== ====== ======= ======= === ===== ======
</Table>

The following unaudited pro forma financial information for the Company
gives effect to the 2001 and 2000 acquisitions as if they had occurred on
January 1, 2000. These pro forma results do not purport to be indicative of the
results of operations which actually would have resulted had the acquisitions
occurred on such date or to project the Company's results of operations for any
future period.

<Table>
<Caption>
2001 2000
--------- --------

Net revenues................................................ $ 734,118 737,888
--------- --------
Loss before extraordinary item and cumulative effect of a
change in accounting principle............................ (109,330) (111,709)
--------- --------
Net loss applicable to common stock......................... (109,695) (112,074)
--------- --------
Net loss per common share (basic and diluted)............... $ (1.11) (1.20)
========= ========
</Table>

(3) NONCASH FINANCING AND INVESTING ACTIVITIES

A summary of significant noncash financing and investing activities for the
years ended December 31, 2001, 2000 and 1999 follows:

<Table>
<Caption>
2001 2000 1999
------- ------- -------

Disposition of assets................................... $ -- -- 5,387
Issuance of Class A common stock in acquisitions........ 29,000 185,603 954,972
Issuance of Series AA preferred stock in exchange for
Class A preferred stock............................... -- -- 3,649
Debt issuance costs..................................... -- -- 7,906
</Table>

F-12

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(4) PROPERTY, PLANT AND EQUIPMENT

Major categories of property, plant and equipment at December 31, 2001 and
2000 are as follows:

<Table>
<Caption>
ESTIMATED LIFE
(YEARS) 2001 2000
-------------- ---------- ---------

Land............................................ -- $ 60,775 56,608
Building and improvements....................... 10 - 39 53,602 47,679
Advertising structures.......................... 15 1,594,142 1,464,794
Automotive and other equipment.................. 3 - 7 68,880 61,785
------- ---------- ---------
$1,777,399 1,630,866
========== =========
</Table>

(5) INTANGIBLE ASSETS

The following is a summary of intangible assets at December 31, 2001 and
2000:

<Table>
<Caption>
ESTIMATED LIFE
(YEARS) 2001 2000
-------------- ---------- ---------

Debt issuance costs and fees.................... 7 - 10 $ 47,379 46,806
Customer lists and contracts.................... 7 - 10 359,154 329,867
Non-compete agreements.......................... 3 - 15 56,419 53,807
Goodwill........................................ 15 1,388,395 1,274,650
Site locations and other........................ 5 - 15 897,450 781,328
---------- ---------
2,748,797 2,486,458
---------- ---------
Cost............................................ 2,748,797 2,486,458
Accumulated amortization........................ (569,322) (356,725)
---------- ---------
$2,179,475 2,129,733
========== =========
</Table>

(6) LEASES

The Company is party to various operating leases for production facilities
and sites upon which advertising structures are built. The leases expire at
various dates, generally during the next five years, and have varying options to
renew and to cancel. The following is a summary of minimum annual rental
payments required under those operating leases that have original or remaining
lease terms in excess of one year as of December 31:

<Table>

2002........................................................ $ 98,686
2003........................................................ 87,428
2004........................................................ 78,757
2005........................................................ 67,758
2006........................................................ 57,122
Thereafter.................................................. 354,954
</Table>

Rental expense related to the Company's operating leases were $124,734,
$105,661 and $63,193 for the years ended December 31, 2001, 2000 and 1999,
respectively.

F-13

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(7) ACCRUED EXPENSES

The following is a summary of accrued expenses at December 31, 2001 and
2000:

<Table>
<Caption>
2001 2000
------- ------

Payroll..................................................... $ 4,982 10,939
Interest.................................................... 15,571 17,143
Insurance benefits.......................................... 6,802 4,851
Other....................................................... 6,319 7,791
------- ------
$33,674 40,724
======= ======
</Table>

(8) LONG-TERM DEBT

Long-term debt consists of the following at December 31, 2001 and 2000:

<Table>
<Caption>
2001 2000
---------- ---------

9 5/8% Senior subordinated notes (1996 Notes)............... $ 255,000 255,000
8 5/8% Senior subordinated notes (1997 Notes)............... 199,104 198,989
Bank Credit Agreement....................................... 978,500 900,000
5 1/4% Convertible notes.................................... 287,500 287,500
9 1/4% Senior subordinated notes............................ 74,073 74,073
8% unsecured subordinated notes............................. 9,333 11,333
Other notes with various rates and terms.................... 8,075 11,385
---------- ---------
1,811,585 1,738,280
Less current maturities..................................... (66,559) (66,814)
---------- ---------
Long term debt, excluding current maturities................ $1,745,026 1,671,466
========== =========
</Table>

Long-term debt matures as follows:

<Table>

2002........................................................ $ 66,559
2003........................................................ 128,419
2004........................................................ 155,469
2005........................................................ 173,359
2006........................................................ 715,029
Later years................................................. 572,750
</Table>

In November 1996, the Company issued $255,000 in principal amount of 9 5/8%
Senior Subordinated Notes due 2006 (the 1996 Notes), with interest payable
semi-annually on June 1 and December 1 of each year. The 1996 Notes are senior
subordinated unsecured obligations of the Company and are subordinated in right
of payment to all senior indebtedness of the Company, pari passu with the 1997
Notes (as defined below), and are senior to all existing and future subordinated
indebtedness of the Company.

In September 1997, the Company issued $200,000 in principal amount of
8 5/8% Senior Subordinated Notes due 2007 (the 1997 Notes) with interest payable
semi-annually on March 15 and September 15 of each year, commencing March 15,
1998. The 1997 Notes were issued at a discount for $198,676. The Company is
using the effective interest method to recognize the discount over the life of
the 1997 Notes. The 1997 Notes are senior subordinated unsecured obligations of
the Company, subordinated in right of payment to all senior indebtedness of the
Company, pari passu with the 1996 Notes and are senior to all existing and
future subordinated indebtedness of the Company.

F-14

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The 1996 and 1997 Notes are redeemable at the Company's option at any time
on or after December 31, 2001 and September 15, 2002, respectively, at
redemption prices specified by the indentures, and are required to be
repurchased earlier in the event of a change of control of the Company. The
indentures covering the 1996 and 1997 Notes include certain restrictive
covenants which limit the Company's ability to incur additional debt, pay
dividends and make other restricted payments, consummate certain transactions
and other matters.

The Company has a bank credit agreement under which the JPMorgan Chase Bank
serves as administrative agent. The $1,000,000 bank credit agreement consists of
(1) a $350,000 revolving bank credit facility (the Revolving Credit Facility)
and (2) a $650,000 term facility with two tranches, a $450,000 Term A facility
and a $200,000 Term B facility. In addition, the bank credit agreement provided
for an uncommitted $400,000 incremental facility available at the discretion of
the lenders. In June 2000, the incremental loan agreement was finalized with its
lenders and commitments for $250,000 of the previously uncommitted $400,000 were
obtained. The incremental facility consists of (1) $20,000 Series A-1 facility,
(2) $130,000 Series A-2 facility and (3) a $100,000 Series B-1 facility.
Proceeds of this facility were used to pay down the revolving bank credit
facility. As a result of the holding company reorganization completed on July
20, 1999 and explained in footnote 11, the credit agreement is an obligation of
Lamar Media Corp., a wholly owned subsidiary of Lamar Advertising Company. As of
December 31, 2001, the Company had borrowings under this agreement of $978,500.

Availability of the line under the Revolving Credit Facility is reduced
quarterly beginning with the quarter ended March 31, 2002, in the following
amounts:

<Table>

March 31, 2002 -- December 31, 2003......................... $ 8,750
March 31, 2004 -- December 31, 2004......................... 26,250
March 31, 2005 -- December 31, 2005......................... 30,625
March 31, 2006 (Revolving Credit Termination Date).......... 52,500
</Table>

The Term Facility amortizes quarterly in the following quarterly amounts:

<Table>
<Caption>
TRANCHE A TRANCHE B
--------- ---------

March 31, 2002 -- December 31, 2002......................... $11,250 $ 500
March 31, 2003 -- December 31, 2003......................... 22,500 500
March 31, 2004 -- December 31, 2004......................... 28,125 500
March 31, 2005 -- December 31, 2005......................... 31,500 500
March 31, 2006 (Tranche A Maturity Date).................... 31,500 500
June 30, 2006............................................... -- 500
August 1, 2006 (Tranche B Maturity Date).................... -- 190,000
</Table>

The Incremental Facility amortizes quarterly in the following quarterly
amounts:

<Table>
<Caption>
SERIES A-1 SERIES A-2 SERIES B-1
---------- ---------- ----------

March 31, 2002 -- December 31, 2002.................... $ 500 $3,250 $ 250
March 31, 2003 -- December 31, 2003.................... 1,000 6,500 250
March 31, 2004 -- December 31, 2004.................... 1,250 8,125 250
March 31, 2005 -- December 31, 2005.................... 1,400 9,100 250
March 31, 2006 (Series A-1 and A-2 Maturity)........... 1,400 9,100 250
June 30, 2006.......................................... -- -- 250
August 1, 2006 (Series B-1 Maturity Date).............. -- -- 95,000
</Table>

F-15

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Revolving credit loans may be requested under the Revolving Credit Facility
at any time prior to maturity. The loans bear interest, at the Company's option,
at the LIBOR Rate or JPMorgan Chase Prime Rate plus applicable margins, such
margins being set from time to time based on the Company's ratio of debt to
trailing twelve month EBITDA, as defined in the agreement. The terms of the
indenture relating to Lamar Advertising's outstanding notes, Lamar Media's bank
credit facility and the indentures relating to Lamar Media's outstanding notes
restrict, among other things, the ability of Lamar Advertising and Lamar Media
to:

- dispose of assets;

- incur or repay debt;

- create liens;

- make investments; and

- pay dividends.

Lamar Media's ability to make distributions to Lamar Advertising is also
restricted under the terms of these agreements. Under Lamar Media's credit
facility the Company must maintain specified financial ratios and levels
including:

- interest coverage;

- fixed charges ratios;

- senior debt ratios; and

- total debt ratios.

On August 10, 1999, Lamar Advertising Company, the new holding company,
completed an offering of $287,500 5 1/4% Convertible Notes due 2006. The net
proceeds of approximately $279,594 of the convertible notes were used to pay
down existing bank debt.

In connection with the reorganization of Lamar Advertising Company into a
new holding company structure, Lamar Media Corp. (formerly known as Lamar
Advertising Company) made a change of control tender offer to the holders of its
9 1/4% Senior Subordinated Notes due 2007 in aggregate principal amount of
approximately $103,900. Pursuant to the change of control tender offer and in
accordance with the Indenture, Lamar Media Corp. offered to repurchase the Notes
for 101% of the principal amount plus accrued interest. A total of $29,876
aggregate principal amount of Notes were tendered for payment on August 19,
1999, and the related 1% prepayment penalty is reflected as an extraordinary
item in the Company's statement of operations for the year ended December 31,
1999.

The Company's obligations with respect to its publicly issued notes are not
guaranteed by the Company's direct or indirect wholly-owned subsidiaries.
Certain obligations of the Company's wholly-owned subsidiary, Lamar Media Corp.
are guaranteed by its subsidiaries.

Effective January 30, 2001, Lamar Media Corp. and its subsidiaries entered
into an amendment to its bank credit agreement for the purposes of increasing
Incremental Loan Commitments from $400,000 to $1,000,000, and affording Lamar
Media Corp. and Lamar Advertising Company more flexibility in incurring debt.
The Total Debt Ratio, previously measured at the Lamar Advertising Company
level, is now measured at the Lamar Media Corp. level with the result that the
5 1/4% Convertible Notes will be excluded from this ratio. The loan documents
were amended further to permit Lamar Advertising Company to incur additional
debt which is no more restrictive than the high-yield debt currently
outstanding. In connection with these changes, the note receivable and note
payable of equal amounts between Lamar Advertising and Lamar Media, its
wholly-owned subsidiary, were cancelled. The

F-16

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

cancellation of the note of $287,500 was treated as capital contributed by
parent on Lamar Media's balance sheet effective January 30, 2001.

(9) INCOME TAXES

Income tax expense (benefit) for the years ended December 31, 2001, 2000
and 1999, consists of:

<Table>
<Caption>
CURRENT DEFERRED TOTAL
------- -------- -------

Year ended December 31, 2001:
U.S. federal........................................... $ -- (37,102) (37,102)
State and local........................................ 713 (8,834) (8,121)
Foreign................................................ -- (451) (451)
------ ------- -------
$ 713 (46,387) (45,674)
====== ======= =======
Year ended December 31, 2000:
U.S. federal........................................... $ -- (29,864) (29,864)
State and local........................................ (141) (7,110) (7,251)
------ ------- -------
$ (141) (36,974) (37,115)
====== ======= =======
Year ended December 31, 1999:
U.S. federal........................................... $3,083 (11,838) (8,755)
State and local........................................ 900 (1,741) (841)
====== ======= =======
$3,983 (13,579) (9,596)
====== ======= =======
</Table>

Income tax benefit attributable to continuing operations for the years
ended December 31, 2001, 2000 and 1999, differs from the amounts computed by
applying the U.S. federal income tax rate of 34 percent to loss before income
taxes as follows:

<Table>
<Caption>
2001 2000 1999
-------- ------- -------

Computed expected tax benefit.......................... $(52,465) (44,615) (18,081)
Increase (reduction) in income taxes resulting from:
Book expenses not deductible for tax purposes........ 590 754 121
Amortization of non-deductible goodwill.............. 13,546 11,926 8,841
State and local income taxes, net of federal income
tax benefit....................................... (5,360) (4,786) (555)
Other differences, net............................... (1,985) (394) 78
-------- ------- -------
$(45,674) (37,115) (9,596)
======== ======= =======
</Table>

F-17

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
2001 and 2000 are presented below:

<Table>
<Caption>
2001 2000
--------- --------

Deferred tax liabilities:
Plant and equipment, principally due to differences in
depreciation........................................... $ (3,550) (3,513)
Plant and equipment, due to basis differences on
acquisitions........................................... (173,312) (161,065)
Intangibles, due to differences in amortizable lives...... (13,129) (20,056)
--------- --------
(189,991) (184,634)
Deferred tax assets:
Receivables, principally due to allowance for doubtful
accounts............................................... 1,916 1,916
Plant and equipment, due to basis differences on
acquisitions and costs capitalized for tax purposes.... 4,305 4,246
Investment in affiliates and plant and equipment, due to
gains recognized for tax purposes and deferred for
financial reporting purposes........................... 941 941
Accrued liabilities not deducted for tax purposes......... 4,439 3,299
Net operating loss carryforward........................... 58,528 33,004
Minimum tax credit........................................ 331 331
Other, net................................................ 694 445
--------- --------
Deferred tax assets.................................... 71,154 44,182
--------- --------
Net deferred tax liability................................ $(118,837) (140,452)
========= ========
</Table>

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections
for future taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not the Company will
realize the benefits of these deductible differences. The amount of the deferred
tax assets considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.

(10) RELATED PARTY TRANSACTIONS

Affiliates, as used within these statements, are persons or entities that
are affiliated with Lamar Advertising Company or its subsidiaries through common
ownership and directorate control.

As of December 31, 2001 and 2000, debentures and ten year subordinated
notes totaling $9,333 and $11,873, respectively, were owned by shareholders,
directors and employees. Interest expense under the debentures and ten year
subordinated notes during the years ended December 31, 2001, 2000, and 1999 was
$855, $1,080 and $1,290 respectively.

In addition, the Company had receivables from affiliates, related parties
and employees of $494 and $444 at December 31, 2001 and 2000, respectively.

F-18

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

During 1999, the Company purchased a sign easement for approximately $94
from Jennifred Holdings, LLC, of which Kevin P. Reilly, Jr. and Sean Reilly each
hold a 50% interest.

The Company purchased approximately $1,842, $2,407 and $1,951 of highway
signs and transit bus shelters from Interstate Highway Signs Corp., (IHS) which
represented approximately 13%, 15% and 16% of total capitalized expenditures for
its logo sign and transit advertising businesses during the years ended December
31, 2001, 2000 and 1999, respectively. The Company does not use IHS exclusively
for its highway sign and transit bus shelter purchases. IHS is a wholly-owned
subsidiary of Sign Acquisition Corp. Kevin P. Reilly, Jr. has voting control
over a majority of the outstanding shares of Sign Acquisition Corp. through a
voting trust.

(11) STOCKHOLDERS' EQUITY

On July 16, 1999, the Board of Directors amended the preferred stock of the
Company by designating 5,720 shares of the 1,000,000 shares of previously
undesignated preferred stock, par value $.001 as Series AA preferred stock. The
previously issued Class A preferred stock par value $638 was exchanged for the
new Series AA preferred stock. The new Series AA preferred stock have the same
liquidation preferences, dividends and other rights as the previously issued
Class A preferred stock. Series AA preferred stock has a liquidation preference
over Class A & B common stock. Liquidation value of the Series AA preferred
stock at December 31, 2001 was $3,649. The new shares of Series AA preferred
stock, however, are entitled to one vote per share.

The rights of the Class A and Class B common stock are equal in all
respects, except holders of Class B common stock have ten votes per share on all
matters in which the holders of common stock are entitled to vote and holders of
Class A common stock have one vote per share on such matters. The Class B common
stock will convert automatically into Class A common stock upon the sale or
transfer to persons other than permitted transferees (as defined in the
Company's certificate of incorporation, as amended).

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, preferences 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.

On May 25, 2000, the stockholders approved a resolution to amend the
Company's Restated Certificate of Incorporation to increase the number of
authorized shares of Class A common stock from 125,000,000 shares to 175,000,000
shares which increased the total authorized capital stock from 163,510,000
shares to 213,510,000 shares.

On May 25, 2000, the stockholders approved the 2000 Employee Stock Purchase
Plan whereby 500,000 shares of the Company's Class A common stock have been
reserved for issuance under the Plan. Under this plan, eligible employees may
purchase stock at 85% of the fair market value of a share on the offering
commencement date or the respective purchase date whichever is lower. Purchases
are limited to ten percent of an employee's total compensation. The initial
offering under the Plan commenced on

F-19

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

April 1, 2000 with a single purchase date on June 30, 2000. Subsequent offerings
shall commence each year on July 1 with a termination date of December 31 and
purchase dates on September 30 and December 31; and on January 1 with a
termination date on June 30 and purchase dates on March 31 and June 30.

On June 7, 2001, the Company issued 1,200,000 shares of its Class A common
stock at a price of $40.00 per share. The equity offering was to cover
over-allotments related to an underwriting agreement between Lamar Advertising
Company, AMFM Operating, Inc. and Deutsche Banc Alex Brown Inc. filed on June 4,
2001. Under the terms of a consent decree with the United States Department of
Justice, AMFM Operating, Inc. had to dispose of its Lamar Advertising Class A
common stock by January 1, 2003. As of December 31, 2001, AMFM Operating, Inc.
has complied with the terms of the consent decree.

(12) STOCK OPTION PLAN

In 1996, the Company adopted the 1996 Equity Incentive Plan (the 1996
Plan). The purpose of the 1996 Plan is to attract and retain key employees and
consultants of the Company. The 1996 Plan authorizes the grant of stock options,
stock appreciation rights and restricted stock to employees and consultants of
the Company capable of contributing to the Company's performance. Options
granted under the 1996 Plan generally become exercisable over a five-year period
and expire 10 years from the date of grant unless otherwise authorized by the
Board. As of December 31, 2001, the Company had reserved an aggregate of
8,000,000 shares of Class A common stock for awards under the 1996 Plan of which
3,000,000 shares are subject to stockholder approval on May 23, 2002 at the
Annual Meeting of Stockholders.

In August 2000, the Board of Directors voted to amend the 1996 Plan to (i)
authorize grants to members of the Company's board of directors (ii) provide the
Committee with more flexibility in determining the exercise price of awards made
under the 1996 Plan (iii) allow for grants of unrestricted stock and (iv) set
forth performance criteria that the Committee may establish for the granting of
stock awards. These amendments were approved by the Company's stockholders in
May 2001.

The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation". Accordingly, no compensation cost has been recognized for the
stock option grants. Had compensation cost for the Company's stock option plan
been determined based on the fair value at the grant date consistent with the
provisions of SFAS No. 123, the Company's net earnings (loss) and earnings
(loss) per share would have been reduced to the pro forma amounts indicated
below:

<Table>
<Caption>
2001 2000 1999
--------- --------- --------

Net loss applicable to common stock -- as
reported......................................... $(108,999) $ (94,470) $(44,900)
--------- --------- --------
Net loss applicable to common stock -- pro forma... (125,551) (100,877) (50,073)
--------- --------- --------
Net loss per common share -- as reported (basic and
diluted)......................................... (1.11) (1.04) (.65)
--------- --------- --------
Net loss per common share -- pro forma (basic and
diluted)......................................... (1.27) (1.11) (.73)
========= ========= ========
</Table>

F-20

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used:

<Table>
<Caption>
DIVIDEND EXPECTED RISK FREE EXPECTED
GRANT YEAR YIELD VOLATILITY INTEREST RATE LIVES
- ---------- -------- ---------- ------------- --------

2001......................................... 0% 53% 5% 4
2000......................................... 0% 54% 6% 4
1999......................................... 0% 54% 6% 4
</Table>

Information regarding the 1996 Plan for the years ended December 31, 2001,
2000 and 1999, is as follows:

<Table>
<Caption>
2001 2000 1999
--------------------- --------------------- ---------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- -------- ---------- -------- ---------- --------

Outstanding, beginning of year.... 2,865,647 $30.48 2,757,954 $27.14 2,240,567 $19.25
Granted........................... 2,195,500 27.02 470,500 43.87 1,115,000 37.94
Exercised......................... (425,243) 24.80 (299,619) 17.75 (525,725) 15.16
Canceled.......................... (118,251) 42.42 (63,188) 39.09 (71,888) 30.84
---------- ------ ---------- ------ ---------- ------
Outstanding, end of year.......... 4,517,653 $29.08 2,865,647 $30.59 2,757,954 $27.14
---------- ------ ---------- ------ ---------- ------
Price for exercised shares........ $ 24.80 $ 17.75 $ 15.16
Shares available for grant, end of
year............................ 1,436,009 513,258 920,570
Weighted average fair value of
options granted during the
year............................ $ 29.08 $ 26.57 $ 23.19
</Table>

The following table summarizes information about fixed-price stock options
outstanding at December 31, 2001:

<Table>
<Caption>
NUMBER WEIGHTED NUMBER
OUTSTANDING AVERAGE WEIGHTED EXERCISABLE WEIGHTED
AT REMAINING AVERAGE AT AVERAGE
DECEMBER 31, CONTRACTUAL EXERCISE DECEMBER 31, EXERCISE
RANGE OF EXERCISE PRICES 2001 LIFE PRICE 2001 PRICE
- ------------------------ -------------- ----------- -------- -------------- --------

$10.67 - 26.17........................ $ 622,805 4.97 $13.41 385,655 $11.35
26.42................................. 1,746,098 9.74 26.42 1,142,998 26.42
26.69 - 33.38......................... 1,359,250 7.08 31.18 702,150 31.75
34.16 - 47.75......................... 694,500 8.15 41.40 50,800 38.33
60.63................................. 95,000 8.01 60.63 14,000 60.63
</Table>

No stock appreciation rights or restricted stock authorized by the 1996
Plan have been granted.

(13) COMMITMENTS AND OTHER CONTINGENCIES

The Company sponsors a partially self-insured group health insurance
program. The Company is obligated to pay all claims under the program, which are
in excess of premiums, up to program limits of $150 per employee, per claim, per
year. The Company is also self-insured with respect to its income disability
benefits and against casualty losses on advertising structures. Amounts for
expected losses, including a provision for losses incurred but not reported, is
included in accrued expenses in the accompanying consolidated financial
statements. As of December 31, 2001, the Company maintained a

F-21

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

$385 letter of credit with a bank to meet requirements of the Company's worker's
compensation insurance carrier.

The Company sponsors The Lamar Corporation Savings and Profit Sharing Plan
covering employees who have completed one year of service and are at least 21
years of age. The Company matches 50% of employees' contributions up to 5% of
related compensation. Employees can contribute up to 15% of compensation. Full
vesting on the Company's matched contributions occurs after five years.
Annually, at the Company's discretion, an additional profit sharing contribution
may be made on behalf of each eligible employee. In total, for the years ended
December 31, 2001, 2000 and 1999 the Company contributed $2,422, $1,671 and
$2,403, respectively.

The Company sponsors a Deferred Compensation Plan for the benefit of
certain of its senior management who meet specific age and years of service
criteria. Employees who have attained the age of 30 and have a minimum of 10
years of service are eligible for annual contributions to the Plan generally
ranging from $3 to $8, depending on the employee's length of service. The
Company's contributions to the Plan are maintained in a rabbi trust and,
accordingly, the assets and liabilities of the Plan are reflected in the balance
sheet of the Company. Upon termination, death or disability, participating
employees are eligible to receive an amount equal to the fair market value of
the assets in the employee's deferred compensation account. The Company has
contributed $550, $456 and $448 to the Plan during the years ended December 31,
2001, 2000 and 1999, respectively. Contributions to the Deferred Compensation
Plan are discretionary and are determined by the Board of Directors.

The Company is the subject of litigation arising during the normal course
of business. In the opinion of management and the general counsel of the
Company, those claims will not have a material impact on the financial position,
results of operations or liquidity of the Company.

(14) SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES

Separate financial statements of each of the Company's direct or indirect
wholly-owned subsidiaries that have guaranteed Lamar Media's obligations with
respect to its publicly issued notes (collectively, the Guarantors) are not
included herein because the Company has no independent assets or operations, the
guarantees are full and unconditional and joint and several and the only
subsidiary that is not a guarantor is considered minor. Lamar Media's ability to
make distributions to Lamar Advertising is restricted under the terms of its
bank credit facility and the indentures relating to Lamar Media's outstanding
notes.

(15) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 2001 and 2000. The fair
value of the financial instrument is defined as the amount at which the
instrument could be exchanged in a current transaction between willing parties.

<Table>
<Caption>
2001 2000
----------------------- -----------------------
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
---------- ---------- ---------- ----------

Long-term debt....................... $1,745,026 $1,770,439 $1,671,466 $1,677,434
</Table>

The estimated fair value amounts have been determined by the Company using
available market information and appropriate valuation methodologies as follows:

- The carrying amounts of cash and cash equivalents, receivables, trade
accounts payable, accrued expenses, and deferred income approximate fair
value because of the short term nature of these items.

F-22

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

- The fair value of long-term debt is based upon market quotes obtained
from dealers where available and by discounting future cash flows at
rates currently available to the Company for similar instruments when
quoted market rates are not available.

Fair value estimates are subject to inherent limitations. Estimates of fair
values are made at a specific point in time, based on relevant market
information and information about the financial instrument. The estimated fair
values of financial instruments presented above are not necessarily indicative
of amounts the Company might realize in actual market transactions. Estimates of
fair value are subjective in nature and involve uncertainties and matters of
significant judgement and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.

(16) QUARTERLY FINANCIAL DATA (UNAUDITED)

<Table>
<Caption>
FISCAL YEAR 2001 QUARTERS
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------

Net revenues........................... $170,385 $191,893 $188,267 $178,505
Net revenues less direct advertising
expenses............................. 108,849 130,578 123,674 114,466
Net loss applicable to common stock.... (34,381) (20,491) (24,452) (29,675)
Net loss per common share basic and
diluted.............................. (.35) (.21) (.25) (.30)
</Table>

<Table>
<Caption>
FISCAL YEAR 2000 QUARTERS
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------

Net revenues........................... $151,267 $172,953 $184,806 $178,293
Net revenues less direct advertising
expenses............................. 98,755 119,327 128,768 123,004
Net loss applicable to common stock.... (29,065) (20,489) (19,600) (25,316)
Net loss per common share basic and
diluted.............................. (.33) (.23) (.21) (.27)
</Table>

(17) NEW ACCOUNTING PRONOUNCEMENTS

In April 1998, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 98-5, Reporting on the Costs of Start-Up
Activities. SOP 98-5 is effective for financial statements for fiscal years
beginning after December 15, 1998, and requires that the costs of start-up
activities, including organizational costs, be expensed as incurred. The effect
of SOP 98-5 was recorded in the first quarter of fiscal 1999 as the cumulative
effect of a change in accounting principle in the amount of $(767), net of tax,
as described in Accounting Principles Board Opinion No. 20 Accounting Changes.

In June 2001, the FASB issued SFAS No. 141, "Business Combinations", and
SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that
the purchase method of accounting be used for all business combinations
initiated after June 30, 2001 as well as all purchase method business
combinations completed after June 30, 2001. SFAS No. 142 requires that goodwill
and intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the
provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets
with estimable useful lives be amortized over their respective estimated useful
lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of" and subsequently, SFAS No.
144 "Accounting for the Impairment or Disposal of Long-lived Assets", after its
adoption. The adoption of SFAS No. 141 as of July 1, 2001 had no impact on the
Company's financial statements.

The Company adopted the provisions of SFAS No. 141 as of July 1, 2001, and
SFAS No. 142 is effective January 1, 2002. Goodwill and intangible assets
determined to have an indefinite useful life acquired in a purchase business
combination completed after June 30, 2001, but before SFAS No. 142 is
F-23

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

adopted in full, are not amortized. Goodwill and intangible assets acquired in
business combination completed before July 1, 2001 continued to be amortized and
tested for impairment prior to the full adoption of SFAS No. 142.

Upon adoption of SFAS No. 142, the Company is required to evaluate its
existing intangible assets and goodwill that were acquired in purchase business
combinations, and to make any necessary reclassifications in order to conform
with the new classification criteria in SFAS No. 141 for recognition separate
from goodwill. The Company will be required to reassess the useful lives and
residual values of all intangible assets acquired, and make any necessary
amortization period adjustments by the end of the first interim period after
adoption. If an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of SFAS No. 142 within the first interim
period. Impairment is measured as the excess of carrying value over the fair
value of an intangible asset with an indefinite life. Any impairment loss will
be measured as of the date of adoption and recognized as the cumulative effect
of a change in accounting principle in the first interim period.

In connection with SFAS No. 142's transitional goodwill impairment
evaluation, the Statement requires the Company to perform an assessment of
whether there is an indication that goodwill is impaired as of the date of
adoption. To accomplish this, the Company must identify its reporting units and
determine the carrying value of each reporting unit by assigning the assets and
liabilities, including the existing goodwill and intangible assets, to those
reporting units as of January 1, 2002. The Company will then have up to six
months from January 1, 2002 to determine the fair value of each reporting unit
and compare it to the carrying amount of the reporting unit. To the extent the
carrying amount of a reporting unit exceeds the fair value of the reporting
unit, an indication exists that the reporting unit goodwill may be impaired and
the Company must perform the second step of the transitional impairment test.
The second step is required to be completed as soon as possible, but no later
than the end of the year of adoption. In the second step, the Company must
compare the implied fair value of the reporting unit goodwill with the carrying
amount of the reporting unit goodwill, both of which would be measured as of the
date of adoption. The implied fair value of goodwill is determined by allocating
the fair value of the reporting unit to all of the assets and liabilities of the
reporting unit in a manner similar to a purchase price allocation, in accordance
with SFAS No. 141. The residual fair value after this allocation is the implied
fair value of the reporting unit goodwill. Any transitional impairment loss will
be recognized as the cumulative effect of a change in accounting principle in
the Company's statement of income.

As of the date of adoption of SFAS No. 142, the Company expects to have
unamortized goodwill in the amount of $1,138,000, all of which will be subject
to the transition provisions of SFAS No. 142. Amortization expense related to
goodwill was $90,030, and $78,433 for the years ended December 31, 2001 and
2000, respectively. Because of the extensive effort needed to comply with
adopting SFAS No. 141 and No. 142, it is not practicable to reasonably estimate
the impact of adopting the Statements on the Company's financial statements at
the date of this report, including whether it will be required to recognize any
transitional impairment losses as the cumulative effect of a change in
accounting principle.

In August, 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" (SFAS No. 144). SFAS No. 144
addresses financial accounting and reporting for the impairment or disposal of
long-lived assets. This Statement requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future net cash flows expected to be generated by the asset. If the carrying
amount of an asset exceeds its estimated future cash flows, an impairment charge
is recognized by the amount by which the carrying amount of the asset exceeds
the fair value of the asset. SFAS No. 144

F-24

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

requires companies to separately report discontinued operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment, or in a distribution to owners) or is classified as held for sale.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell. The Company is required to adopt SFAS No. 144 on
January 1, 2002.

(18) SUBSEQUENT EVENTS

On January 11, 2002 the Company activated $200,000 in new borrowings under
the incremental facility of its bank credit agreement. The proceeds were used to
reduce the outstanding balance of the revolving bank credit facility by $160,000
and approximately $10,000 was used for operations resulting in excess cash on
hand of $30,000. Also on January 30, 2002, JPMorgan Chase Bank issued a standby
letter of credit of approximately $3,203 to benefit American Casualty Insurance
Company, the provider of the Company's general liability and workman's
compensation coverage. This issuance reduces the Company's availability under
its revolving credit facility. After these transactions, availability under the
revolving bank credit facility was approximately $347,000.

F-25

INDEPENDENT AUDITORS' REPORT

Board of Directors
Lamar Media Corp.:

We have audited the accompanying consolidated balance sheets of Lamar Media
Corp. and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, stockholder's equity and cash flows for
each of the years in the three-year period ended December 31, 2001. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lamar Media
Corp. and subsidiaries as of December 31, 2001 and 2000, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States of America.

As discussed in Note 17 to the consolidated financial statements of Lamar
Advertising Company, the Company changed its method of accounting for the costs
of start-up activities in 1999.

KPMG LLP
New Orleans, Louisiana
February 8, 2002

F-26

LAMAR MEDIA CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
DECEMBER 31,
---------------------------
2001 2000
------------ ------------
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 12,885 $ 72,340
Receivables, net.......................................... 93,043 91,628
Prepaid expenses.......................................... 27,176 23,164
Other current assets...................................... 17,688 15,966
---------- ----------
Total current assets........................................ 150,792 203,098
---------- ----------
Property, plant and equipment............................... 1,777,399 1,630,866
Less accumulated depreciation and amortization............ (451,686) (335,991)
---------- ----------
Net property plant and equipment............................ 1,325,713 1,294,875
---------- ----------
Intangible assets (note 3).................................. 2,156,079 2,106,493
Other assets -- non-current................................. 16,580 17,249
---------- ----------
Total assets................................................ $3,649,164 $3,621,715
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable.................................... $ 10,048 $ 9,918
Current maturities of long-term debt (note 5)............. 66,559 66,814
Accrued expenses (note 4)................................. 22,362 35,765
Deferred income........................................... 11,618 11,005
---------- ----------
Total current liabilities................................... 110,587 123,502
---------- ----------
Long-term debt (note 5)..................................... 1,457,526 1,671,466
Deferred income taxes (note 6).............................. 127,241 142,052
Other liabilities........................................... 7,724 7,939
---------- ----------
Total liabilities........................................... 1,703,078 1,944,959
---------- ----------
Stockholder's equity:
Common stock, $.01 par value, authorized 3,000 shares; 100
shares issued and outstanding at December 31, 2001 and
2000................................................... -- --
Additional paid-in capital................................ 2,222,317 1,855,421
Accumulated deficit....................................... (276,231) (178,665)
---------- ----------
Stockholder's equity........................................ 1,946,086 1,676,756
---------- ----------
Total liabilities and stockholder's equity.................. $3,649,164 $3,621,715
========== ==========
</Table>

See accompanying notes to consolidated financial statements.
F-27

LAMAR MEDIA CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
--------------------------------
2001 2000 1999
--------- --------- --------
(IN THOUSANDS, EXCEPT SHARE AND
PER SHARE DATA)

Net revenues............................................... $ 729,050 $ 687,319 $444,135
--------- --------- --------
Operating expenses:
Direct advertising expenses............................. 251,483 217,465 143,090
General and administrative expenses..................... 150,786 137,292 94,264
Depreciation and amortization........................... 351,754 315,465 176,233
Gain on disposition of assets........................... (923) (986) (5,481)
--------- --------- --------
753,100 669,236 408,106
--------- --------- --------
Operating income (loss)................................. (24,050) 18,083 36,029
Other expense (income):
Interest income......................................... (640) (1,715) (1,421)
Interest expense........................................ 113,026 147,607 89,619
--------- --------- --------
112,386 145,892 88,198
--------- --------- --------
Loss before income taxes, extraordinary item and cumulative
effect of a change in accounting principle............... (136,436) (127,809) (52,169)
Income tax benefit (note 6)................................ (38,870) (35,879) (9,232)
--------- --------- --------
Loss before extraordinary item and cumulative effect of a
change in accounting principle........................... (97,566) (91,930) (42,937)
Extraordinary loss on debt extinguishment, net of income
tax benefit of $117...................................... -- -- (182)
--------- --------- --------
Loss before cumulative effect of a change in accounting
principle................................................ (97,566) (91,930) (43,119)
Cumulative effect of a change in accounting principle...... -- -- (767)
--------- --------- --------
Net loss................................................... (97,566) (91,930) (43,886)
Preferred stock dividends.................................. -- -- (274)
--------- --------- --------
Net loss applicable to common stock........................ $ (97,566) $ (91,930) $(44,160)
--------- --------- --------
</Table>

See accompanying notes to consolidated financial statements.
F-28

LAMAR MEDIA CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<Table>
<Caption>
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
-----------------------------------------------------------------------------
CLASS A CLASS A CLASS B ADDITIONAL
COMMON PREFERRED COMMON COMMON PAID-IN ACCUMULATED
STOCK STOCK STOCK STOCK CAPITAL DEFICIT TOTAL
------ --------- ------- ------- ---------- ----------- ---------
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Balance, December 31,
1998...................... $ -- 3,649 43 18 505,644 (42,575) 466,779
Issuance of 13,023 shares
of common stock in
acquisitions........... -- -- -- -- 475 -- 475
Exercise of stock
options................ -- -- -- -- 3,833 -- 3,833
Effect of Corporate
restructuring.......... (3,649) (43) (18) 3,710 -- --
Contribution from
parent................. -- -- -- -- 955,944 -- 955,944
Net loss................. -- -- -- -- -- (43,886) (43,886)
Dividends ($63.80 per
preferred share)....... -- -- -- -- -- (274) (274)
----- ------ --- --- --------- -------- ---------
Balance, December 31,
1999...................... $ -- -- -- -- 1,469,606 (86,735) 1,382,871
Contribution from
parent................. -- -- -- -- 385,815 -- 385,815
Net loss................. -- -- -- -- -- (91,930) (91,930)
----- ------ --- --- --------- -------- ---------
Balance, December 31,
2000...................... $ -- -- -- -- 1,855,421 (178,665) 1,676,756
Contribution from
parent................. -- -- -- -- 366,896 -- 366,896
Net loss................. -- -- -- -- -- (97,566) (97,566)
----- ------ --- --- --------- -------- ---------
Balance, December 31,
2001...................... $ -- -- -- -- 2,222,317 (276,231) 1,946,086
===== ====== === === ========= ======== =========
</Table>

See accompanying notes to consolidated financial statements.
F-29

LAMAR MEDIA CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
YEARS ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)

Cash flows from operating activities:
Net loss................................................. $ (97,566) $ (91,930) $ (43,886)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization......................... 351,754 315,465 176,233
Gain on disposition of assets......................... (923) (986) (5,481)
Cumulative effect of accounting change................ -- -- 767
Deferred tax benefit.................................. (39,582) (35,737) (13,215)
Provision for doubtful accounts....................... 7,794 5,991 4,065
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables......................................... (9,810) (13,786) (19,091)
Prepaid expenses.................................... (1,322) (1,371) 782
Other assets........................................ 2,916 4,568 (10,937)
Increase (decrease) in:
Trade accounts payable.............................. 131 (1,574) 3,438
Accrued expenses.................................... (14,641) (1,910) 14,974
Deferred income..................................... (173) (964) (7,184)
Other liabilities................................... 124 196 (29)
--------- --------- ---------
Net cash provided by operating activities.................. 198,702 177,962 100,436
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures..................................... (85,320) (78,304) (77,186)
Purchase of new markets.................................. (298,134) (355,958) (878,933)
Proceeds from sale of property and equipment............. 4,916 2,827 7,603
--------- --------- ---------
Net cash used in investing activities...................... (378,538) (431,435) (948,516)
--------- --------- ---------
Cash flows from financing activities:
Net proceeds from issuance of common stock............... -- -- 2,231
Contribution from parent................................. 48,000 200,212 --
Proceeds from issuance of long-term debt................. -- -- 279,594
Principal payments on long-term debt..................... (67,046) (5,330) (79,667)
Debt issuance costs...................................... (573) (1,470) --
Net borrowing under credit agreements.................... 140,000 124,000 526,000
Dividends................................................ -- -- (274)
--------- --------- ---------
Net cash provided by financing activities.................. 120,381 317,412 727,884
--------- --------- ---------
Net (decrease) increase in cash and cash equivalents....... (59,455) 63,939 (120,196)
Cash and cash equivalents at beginning of period......... 72,340 8,401 128,597
--------- --------- ---------
Cash and cash equivalents at end of period............... $ 12,885 $ 72,340 $ 8,401
--------- --------- ---------
Supplemental disclosures of cash flow information:
Cash paid for interest................................... $ 119,000 $ 147,875 $ 83,837
--------- --------- ---------
Cash paid for state and federal income taxes............. $ 1,189 $ 1,936 $ 6,919
--------- --------- ---------
</Table>

See accompanying notes to consolidated financial statements.
F-30

LAMAR MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

(1) SIGNIFICANT ACCOUNTING POLICIES

(A) NATURE OF BUSINESS

On July 20, 1999, Lamar Advertising Company reorganized into a new holding
company structure. As a result of this reorganization (1) the former Lamar
Advertising Company became a wholly owned subsidiary of a newly formed holding
company, (2) the name of the former Lamar Advertising Company was changed to
Lamar Media Corp., (3) the name of the new holding company became Lamar
Advertising Company, (4) the outstanding shares of capital stock of the former
Lamar Advertising Company, including the Class A common stock, were
automatically converted, on a share for share basis, into identical shares of
capital stock of the new holding company and (5) the Class A common stock of the
new holding company commenced trading on the Nasdaq National Market under the
symbol LAMR instead of the Class A common stock of the former Lamar Advertising
Company. In addition, following the holding company reorganization,
substantially all of the former Lamar Advertising Company's debt obligations,
including the bank credit facility and other long-term debt remained the
obligations of Lamar Media. Under Delaware law, the reorganization did not
require the approval of the stockholders of the former Lamar Advertising
Company. The purpose of the reorganization was to provide Lamar Advertising
Company with a more flexible capital structure and to enhance its financing
options. The business operations of the former Lamar Advertising Company and its
subsidiaries, including the Company, has not changed as a result of the
reorganization.

Lamar Media Corp. is engaged in the outdoor advertising business operating
approximately 144,400 outdoor advertising displays in 44 states. Lamar Media's
operating strategy is to be the leading provider of outdoor advertising services
in the markets it serves.

In addition, Lamar Media operates a logo sign business in 21 states
throughout the United States and in 1 province of Canada. Logo signs are erected
pursuant to state-awarded service contracts on public rights-of-way near highway
exits and deliver brand name information on available gas, food, lodging and
camping services. Included in the Company's logo sign business are tourism
signing contracts.

Certain footnotes are not provided for the accompanying financial
statements as the information in notes 2, 4, 6, 11 through 13, 15, 17, 18 and
portions of notes 1, 8 and 10 to the consolidated financial statements of Lamar
Advertising Company included elsewhere in this Annual Report are substantially
equivalent to that required for the consolidated financial statements of Lamar
Media Corp. Earnings per share data is not provided for the operating results of
Lamar Media Corp. as it is a wholly owned subsidiary of Lamar Advertising
Company.

(B) PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include Lamar Media
Corp., its wholly-owned subsidiaries, The Lamar Company, LLC, Lamar Whiteco
Outdoor Corporation, Lamar Outdoor Corporation and their majority-owned
subsidiaries. All intercompany transactions and balances have been eliminated in
consolidation.

F-31

LAMAR MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(2) NONCASH FINANCING AND INVESTING ACTIVITIES

A summary of significant noncash financing and investing activities for the
years ended December 31, 2001, 2000 and 1999:

<Table>
<Caption>
2001 2000 1999
-------- ------- -----

Disposition of assets.................................... $ -- -- 5,387
Parent company stock contributed for acquisitions........ 29,000 185,603 475
Recapitalization related to corporate restructure (note
1)..................................................... -- -- 3,710
Note payable converted to contributed capital............ 287,500 -- --
</Table>

(3) INTANGIBLE ASSETS

The following is a summary of intangible assets at December 31, 2001 and
2000:

<Table>
<Caption>
ESTIMATED LIFE
(YEARS) 2001 2000
-------------- ---------- ---------

Debt issuance costs and fees.................... 7 - 10 $ 24,779 24,206
Customer lists and contracts.................... 7 - 10 359,154 329,867
Non-compete agreements.......................... 3 - 15 56,419 53,807
Goodwill........................................ 15 1,388,395 1,274,650
Site locations and other........................ 5 - 15 888,428 776,277
---------- ---------
$2,717,175 2,458,807
---------- ---------
Cost............................................ $2,717,175 2,458,807
Accumulated amortization........................ (561,096) (352,314)
---------- ---------
$2,156,079 2,106,493
========== =========
</Table>

(4) ACCRUED EXPENSES

The following is a summary of accrued expenses at December 31, 2001 and
2000:

<Table>
<Caption>
2001 2000
------- ------

Payroll..................................................... $ 4,982 10,939
Interest.................................................... 11,169 17,143
Other....................................................... 6,211 7,683
------- ------
$22,362 35,765
======= ======
</Table>

F-32

LAMAR MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(5) LONG-TERM DEBT

Long-term debt consists of the following at December 31, 2001 and 2000:

<Table>
<Caption>
2001 2000
---------- ---------

5 1/4% Convertible notes.................................... $ -- 287,500
9 5/8% Senior subordinated notes (1996 Notes)............... 255,000 255,000
8 5/8% Senior subordinated notes (1997 Notes)............... 199,104 198,989
Bank Credit Agreement....................................... 978,500 900,000
9 1/4% Senior subordinated notes............................ 74,073 74,073
8% unsecured subordinated notes (see note 12)............... 9,333 11,333
Other notes with various rates and terms.................... 8,075 11,385
---------- ---------
1,524,085 1,738,280
Less current maturities..................................... (66,559) (66,814)
---------- ---------
$1,457,526 1,671,466
========== =========
</Table>

Long-term debt matures as follows:

<Table>

2002........................................................ $ 66,559
2003........................................................ 128,419
2004........................................................ 155,469
2005........................................................ 173,359
2006........................................................ 427,529
Later years................................................. 572,750
</Table>

On August 10, 1999, Lamar Media Corp. borrowed from Lamar Advertising
Company, its parent, $287,500 in exchange for a note payable bearing interest at
5 1/4% due 2006. The proceeds were used to pay down existing bank debt of the
Company.

Effective January 30, 2001, Lamar Media Corp. and its subsidiaries entered
into an amendment to its bank credit agreement for the purposes of increasing
"Incremental Loan Commitments" from $400,000 to $1,000,000 and affording Lamar
Media Corp. and Lamar Advertising Company more flexibility in incurring debt.
The "Total Debt Ratio", previously measured at the Lamar Advertising Company
level, is now measured at the Lamar Media Corp. level with the result that the
5 1/4% convertible Notes will be excluded from this ratio. In connection with
these changes, the note receivable and notes payable of equal amounts between
Lamar Advertising and Lamar Media, its wholly owned subsidiary, were canceled.
The cancellation of the note of $287,500 is treated as capital contributed by
the parent on Lamar Media's balance sheet effective January 30, 2001.

F-33

LAMAR MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(6) INCOME TAXES

Income tax expense (benefit) for the years ended December 31, 2001, 2000
and 1999, consists of:

<Table>
<Caption>
CURRENT DEFERRED TOTAL
------- -------- -------

Year ended December 31, 2001:
U.S. federal.......................................... $ -- (31,618) (31,618)
State and local....................................... 712 (7,513) (6,801)
Foreign............................................... -- (451) (451)
------ ------- -------
$ 712 (39,582) (38,870)
====== ======= =======
Year ended December 31, 2000:
U.S. federal.......................................... $ -- (28,865) (28,865)
State and local....................................... (142) (6,872) (7,014)
------ ------- -------
$ (142) (35,737) (35,879)
====== ======= =======
Year ended December 31, 1999:
U.S. federal.......................................... $3,083 (11,521) (8,438)
State and local....................................... 900 (1,694) (794)
------ ------- -------
$3,983 (13,215) (9,232)
====== ======= =======
</Table>

Income tax expense (benefit) attributable to continuing operations for the
years ended December 31, 2001, 2000 and 1999, differs from the amounts computed
by applying the U.S. federal income tax rate of 34 percent to loss before income
taxes as follows:

<Table>
<Caption>
2001 2000 1999
-------- ------- -------

Computed expected tax benefit.......................... $(46,388) (43,455) (17,737)
Increase reduction in income taxes resulting from:
Book expenses not deductible for tax purposes........ 590 754 122
Amortization of non-deductible goodwill.............. 13,402 11,845 8,814
State and local income taxes, net of federal income
tax Benefit....................................... (4,488) (4,629) (534)
Other differences, net............................... (1,986) (394) 103
-------- ------- -------
$(38,870) (35,879) (9,232)
======== ======= =======
</Table>

F-34

LAMAR MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at December 31,
2001 and 2000 are presented below:

<Table>
<Caption>
2001 2000
--------- --------

Deferred tax liabilities:
Plant and equipment, principally due to differences in
depreciation.......................................... $ (3,550) (3,513)
Plant and equipment, due to basis differences on
acquisitions.......................................... (173,312) (161,065)
Intangibles, due to differences in amortizable lives..... (12,926) (19,891)
--------- --------
Deferred tax liabilities........................... (189,788) (184,469)
Deferred tax assets:
Intangibles, due to differences in amortizable lives..... --
Receivables, principally due to allowance for doubtful
accounts.............................................. 1,916 1,916
Plant and equipment, due to basis differences on
acquisitions and costs capitalized for tax purposes... 4,305 4,246
Investment in affiliates and plant and equipment, due to
gains recognized for tax purposes and deferred for
financial reporting purposes.......................... 941 941
Accrued liabilities not deducted for tax purposes........ 4,439 3,299
Net operating loss carryforward.......................... 49,921 31,239
Minimum tax credit....................................... 331 331
Other, net............................................... 694 445
--------- --------
Deferred tax assets................................ 62,547 42,417
--------- --------
Net deferred tax liability............................... $(127,241) (142,052)
========= ========
</Table>

Management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income, and tax planning strategies in making this
assessment. Based upon the level of historical taxable income and projections
for future taxable income over the periods in which the deferred tax assets are
deductible, management believes it is more likely than not that Lamar Media will
realize the benefits of these deductible differences. The amount of the deferred
tax assets considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.

(7) RELATED PARTY TRANSACTIONS

Affiliates, as used within these statements, are persons or entities that
are affiliated with Lamar Media Corp. or its subsidiaries through common
ownership and directorate control.

As of December 31, 2001 and 2000, there was a receivable from Lamar
Advertising Company, its parent, in the amount of $9,671 and $7,227,
respectively.

F-35

LAMAR MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(8) QUARTERLY FINANCIAL DATA (UNAUDITED)

<Table>
<Caption>
FISCAL YEAR 2001 QUARTERS
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------

Net revenues........................... $170,385 $191,893 $188,267 $178,505
Net revenues less direct advertising
expenses............................ 108,849 130,578 123,674 114,466
Net loss applicable to common stock.... (32,146) (17,476) (21,434) (26,510)
</Table>

<Table>
<Caption>
FISCAL YEAR 2000 QUARTERS
------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------

Net revenues........................... $151,267 $172,953 $184,806 $178,293
Net revenues less direct advertising
expenses............................ 98,755 119,327 128,768 123,004
Net loss applicable to common stock.... (28,319) (19,448) (19,608) (24,555)
</Table>

F-36

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 58,646 $ 12,885
Receivables, net.......................................... 102,877 95,135
Prepaid expenses.......................................... 41,344 27,176
Other current assets...................................... 12,318 8,019
---------- ----------
Total current assets........................................ 215,185 143,215
---------- ----------
Property, plant and equipment............................... 1,824,868 1,777,399
Less accumulated depreciation and amortization............ (522,405) (451,686)
---------- ----------
Net property plant and equipment............................ 1,302,463 1,325,713
---------- ----------
Intangible assets........................................... 2,192,081 2,179,475
Other assets -- non-current................................. 18,797 17,304
---------- ----------
Total assets................................................ $3,728,526 $3,665,707
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable.................................... $ 7,909 $ 10,048
Current maturities of long-term debt...................... 114,244 66,559
Accrued expenses.......................................... 32,480 33,674
Deferred income........................................... 15,360 11,618
---------- ----------
Total current liabilities................................... 169,993 121,899
---------- ----------
Long-term debt.............................................. 1,710,697 1,745,026
Deferred income taxes....................................... 118,229 118,837
Other liabilities........................................... 7,937 7,724
---------- ----------
Total liabilities........................................... 2,006,856 1,993,486
========== ==========
Stockholders' equity:
Series AA preferred stock, par value $.001, $63.80
cumulative dividends, authorized 5,720 shares; 5,719
shares issued and outstanding at 2002 and 2001......... -- --
Class A preferred stock, par value $638, $63.80 cumulative
dividends, 10,000 shares authorized; 0 shares issued
and outstanding at 2002 and 2001....................... -- --
Class A common stock, par value $.001, 175,000,000 shares
authorized, 85,020,286 and 82,899,800 shares issued and
outstanding at 2002 and 2001, respectively............. 85 83
Class B common stock, par value $.001, 37,500,000 shares
authorized, 16,417,073 and 16,611,835 shares issued and
outstanding at 2002 and 2001, respectively............. 16 17
Additional paid-in capital................................ 2,035,245 1,963,065
Accumulated deficit....................................... (313,676) (290,944)
---------- ----------
Stockholders' equity........................................ 1,721,670 1,672,221
---------- ----------
Total liabilities and stockholders' equity.................. $3,728,526 $3,665,707
========== ==========
</Table>

See accompanying notes to condensed consolidated financial statements.
F-37

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------
2002 2001 2002 2001
------------ ----------- ------------ -----------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Net revenues......................... $ 201,918 $ 188,267 $ 580,985 $ 550,440
------------ ----------- ------------ -----------
Operating expenses (income)
Direct advertising expenses....... 71,685 64,593 205,544 187,444
General and administrative
expenses....................... 42,325 37,552 122,948 111,684
Depreciation and amortization..... 70,268 89,399 206,769 263,629
(Gain) Loss on disposition of
assets......................... (33) 311 (203) (708)
------------ ----------- ------------ -----------
184,245 191,855 535,058 562,049
------------ ----------- ------------ -----------
Operating income (loss)........... 17,673 (3,588) 45,927 (11,609)
Other expense (income)
Interest income................... (387) (100) (774) (522)
Interest expense.................. 27,182 30,409 81,199 99,161
------------ ----------- ------------ -----------
26,795 30,309 80,425 98,639
------------ ----------- ------------ -----------
Loss before income tax benefit....... (9,122) (33,897) (34,498) (110,248)
Income tax benefit................... (3,134) (9,536) (12,039) (31,197)
------------ ----------- ------------ -----------
Net loss............................. (5,988) (24,361) (22,459) (79,051)
Preferred stock dividends............ 91 91 273 273
------------ ----------- ------------ -----------
Net loss applicable to common
stock.............................. $ (6,079) $ (24,452) $ (22,732) $ (79,324)
------------ ----------- ------------ -----------
Loss per common share -- basic and
diluted:........................... $ (.06) $ (.25) $ (.23) $ (.81)
------------ ----------- ------------ -----------
Weighted average common shares
outstanding........................ 101,377,147 99,163,065 100,965,349 98,328,027
Incremental common shares from
dilutive stock options............. -- -- -- --
Incremental common shares from
convertible debt................... -- -- -- --
------------ ----------- ------------ -----------
Weighted average common shares
assuming dilution.................. 101,377,147 99,163,065 100,965,349 98,328,027
</Table>

See accompanying notes to condensed consolidated financial statements.
F-38

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
NINE MONTHS ENDED
SEPTEMBER 30,
---------------------
2002 2001
--------- ---------
(UNAUDITED)
(IN THOUSANDS)

Cash flows from operating activities:
Net loss.................................................. $ (22,459) $ (79,051)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 206,769 263,629
Gain on disposition of assets.......................... (203) (708)
Deferred tax benefit................................... (7,661) (32,214)
Provision for doubtful accounts........................ 6,378 5,495
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables.......................................... (12,208) (21,325)
Prepaid expenses..................................... (12,753) (11,139)
Other assets......................................... (4,559) 3,442
Increase (decrease) in:
Trade accounts payable............................... (2,139) 3,210
Accrued expenses..................................... (1,150) (15,935)
Other liabilities.................................... (43) 178
Deferred income...................................... 3,524 2,426
--------- ---------
Net cash provided by operating activities................... 153,496 118,008
--------- ---------
Cash flows from investing activities:
Acquisition of new markets................................ (74,041) (274,560)
Capital expenditures...................................... (56,938) (59,958)
Proceeds from disposition of assets....................... 2,048 3,906
--------- ---------
Net cash used in investing activities....................... (128,931) (330,612)
--------- ---------
Cash flows from financing activities:
Debt issuance costs....................................... (1,076) --
Net proceeds from issuance of common stock................ 12,697 51,711
Principal payments on long-term debt...................... (50,192) (35,159)
Net borrowings under credit agreements.................... 60,000 130,000
Increase in notes payable................................. 40 --
Dividends................................................. (273) (273)
--------- ---------
Net cash provided by financing activities................... 21,196 146,279
--------- ---------
Net increase (decrease) in cash and cash equivalents...... 45,761 (66,325)
Cash and cash equivalents at beginning of period.......... 12,885 72,340
--------- ---------
Cash and cash equivalents at end of period................ $ 58,646 $ 6,015
--------- ---------
Supplemental disclosures of cash flow information:
Cash paid for interest.................................... $ 85,252 $ 104,151
--------- ---------
Cash paid for state and federal income taxes.............. $ 481 $ 798
--------- ---------
Common stock issuance related to acquisitions............. $ 56,100 $ 29,000
--------- ---------
</Table>

See accompanying notes to condensed consolidated financial statements.
F-39

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)

1. SIGNIFICANT ACCOUNTING POLICIES

The information included in the foregoing interim financial statements is
unaudited. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of the Company's
financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with the Company's consolidated financial statements and the notes thereto
included in the 2001 Combined Form 10-K.

Certain amounts in the prior year's consolidated financial statements have
been reclassified to conform with the current year presentation. These
reclassifications had no effect on previously reported net loss.

2. ACQUISITIONS

On January 1, 2002, the Company purchased the stock of Delite Outdoor of
Ohio Holdings, Inc. for $38,000. The purchase price consisted of 963,488 shares
of Lamar Advertising Class A common stock.

On January 8, 2002, the Company purchased the assets of MC Partners for a
cash purchase price of approximately $15,313.

On May 31, 2002, the Company purchased the assets of American Outdoor
Advertising, Inc. for $15,725. The purchase price consisted of 349,376 shares of
Lamar Advertising Class A common stock as well as approximately $725 in cash.

During the nine months ended September 30, 2002, the Company completed 56
additional acquisitions of outdoor advertising assets for a cash purchase price
of approximately $58,003 and the issuance of 92,600 shares of Lamar Advertising
Class A common stock valued at $3,100.

Each of these acquisitions was accounted for under the purchase method of
accounting, and, accordingly, the accompanying financial statements include the
results of operations of each acquired entity from the date of acquisition. The
acquisition costs have been allocated to assets acquired and liabilities assumed
based on fair market value at the dates of acquisition. The following is a
summary of the preliminary allocation of the acquisition costs in the above
transactions.

<Table>
<Caption>
PROPERTY,
CURRENT PLANT & OTHER OTHER CURRENT LONG-TERM
ASSETS EQUIPMENT GOODWILL INTANGIBLES ASSETS LIABILITIES LIABILITIES
------- --------- -------- ----------- ------ ----------- ------------

Delite Outdoor of Ohio
Holdings................. 972 10,048 14,324 21,640 -- 742 8,242
MC Partners................ 245 2,563 5,523 9,363 -- 40 2,341
American................... 725 8,388 -- 6,612 -- -- --
Other...................... 790 11,949 22,718 26,701 1,769 469 2,355
----- ------ ------ ------ ----- ----- ------
2,732 32,948 42,565 64,316 1,769 1,251 12,938
===== ====== ====== ====== ===== ===== ======
</Table>

Summarized below are certain unaudited pro forma statements of operations
data for the three months and nine months ended September 30, 2002 and September
30, 2001 as if each of the above acquisitions and the acquisitions occurring in
2001, which were fully described in the 2001 Combined Form 10-K, had been
consummated as of January 1, 2001. This pro forma information does not purport
to

F-40

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

represent what the Company's results of operations actually would have been had
such transactions occurred on the date specified or to project the Company's
results of operations for any future periods.

<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2002 2001 2002 2001
-------- -------- -------- --------

Net revenues............................... $202,042 $194,090 $583,860 $573,327
Net loss applicable to common stock........ $ (6,140) $(25,042) $(23,312) $(83,525)
Net loss per share applicable to common
stock.................................... $ (.06) $ (.25) $ (.23) $ (.84)
</Table>

3. GOODWILL AND OTHER INTANGIBLE ASSETS -- ADOPTION OF STATEMENT 142

The following is a summary of intangible assets at September 30, 2002 and
December 31, 2001.

<Table>
<Caption>
ESTIMATED LIFE
(YEARS) 2002 2001
-------------- ---------- ----------

AMORTIZABLE INTANGIBLE ASSETS:
Debt issuance costs and fees................... 7 - 10 $ 48,455 $ 47,379
Customer lists and contracts................... 7 - 10 370,718 359,154
Non-compete agreements......................... 3 - 15 56,943 56,419
Site locations and other....................... 5 - 15 949,701 897,450
---------- ----------
1,425,817 1,360,402
Accumulated Amortization..................... (411,061) (315,687)
---------- ----------
Net Amortizable Intangibles.................. $1,014,756 $1,044,715
========== ==========
</Table>

<Table>
<Caption>
2002 2001
---------- ----------

UNAMORTIZABLE INTANGIBLE ASSETS:
Goodwill.................................................... $1,430,960 $1,388,395
Accumulated Amortization.................................... (253,635) (253,635)
---------- ----------
Net Unamortizable Intangibles.......................... $1,177,325 $1,134,760
========== ==========
</Table>

The changes in the carrying amount of goodwill for the nine months ended
September 30, 2002 are as follows:

<Table>

Balance as of December 31, 2001............................. $1,388,395
Goodwill acquired during the year........................... 42,565
Impairment losses........................................... --
----------
Balance as of September 30, 2002............................ $1,430,960
==========
</Table>

F-41

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The following table illustrates the effect of the adoption of SFAS 142 on
prior periods and its effect on the Company's earnings per share.

<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -------------------
2002 2001 2002 2001
------- -------- -------- --------

Reported net loss applicable to common
stock..................................... $(6,079) $(24,452) $(22,732) $(79,324)
Add: goodwill amortization, net of tax.... -- 17,838 -- 52,615
------- -------- -------- --------
Adjusted net loss applicable to common
stock..................................... $(6,079) $ (6,614) $(22,732) $(26,709)
------- -------- -------- --------
Earnings per common share-basic and diluted
Reported net loss per common share........ $ (.06) $ (.25) $ (.23) $ (.81)
Add: goodwill amortization per share...... -- .18 -- .54
------- -------- -------- --------
Adjusted net loss per common share.......... $ (.06) $ (.07) $ (.23) $ (.27)
======= ======== ======== ========
</Table>

In accordance with SFAS No. 142 "Goodwill and Other Intangible Assets",
which the Company adopted on January 1, 2002, the Company has conducted an
impairment review of goodwill. Based upon the review, no impairment charge was
required.

4. LONG-TERM DEBT

On January 11, 2002, the Company activated $200,000 in new borrowings under
the incremental facility of its bank credit agreement. The proceeds were used to
reduce the outstanding balance of the revolving bank credit facility by $160,000
and approximately $10,000 was used for operations resulting in excess cash on
hand of $30,000. Also, on January 30, 2002, JPMorgan Chase Bank issued a standby
letter of credit of approximately $3,203 to benefit American Casualty Insurance
Company, the provider of the Company's general liability and workman's
compensation coverage. This issuance reduces the Company's availability under
its revolving credit facility. Effective March 31, 2002, in accordance with the
Company's bank credit agreement, the Company began to make its scheduled
quarterly principal payments of $15,750 and commitments under the revolving
facility of the bank credit agreement began reducing by $8,750 quarterly. On
September 30, 2002, the Company had $319,058 available under the revolving
credit facility.

On September 25, 2002, the Company called for full redemption on October
25, 2002 of its outstanding 9.25% Senior Subordinated Notes due 2007 in
aggregate principal amount of approximately $74,073 for a redemption price equal
to 104.625% of the principal amount of the Notes plus accrued interest to the
redemption date of approximately $1,332. The Notes were called pursuant to the
optional redemption provisions of the Notes and the related indenture applicable
to optional redemptions. The Company used cash on hand to redeem the Notes. In
the fourth quarter of 2002, the Company will record approximately $2,090, net of
tax, as an expense related to the prepayment penalty of the Notes.

5. SUMMARIZED FINANCIAL INFORMATION OF SUBSIDIARIES

Separate financial statements of each of the Company's direct or indirect
wholly owned subsidiaries that have guaranteed Lamar Media's obligations with
respect to its publicly issued notes (collectively, the "Guarantors") are not
included herein because the guarantees are full and unconditional, joint and
several, and the only subsidiary that is not a guarantor is considered minor.
Lamar Media's ability to make distributions to Lamar Advertising is restricted
under the terms of its bank credit facility and the indenture relating to Lamar
Media's outstanding notes.

F-42

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

6. EARNINGS PER SHARE

Earnings per share are computed in accordance with SFAS No. 128, "Earnings
Per Share." The calculations of basic earnings per share exclude any dilutive
effect of stock options and convertible debt while diluted earning per share
includes the dilutive effect of stock options and convertible debt. The number
of potentially dilutive shares excluded from the calculation because of their
anti-dilutive effect are 331,402 and 418,585 for three months ended September
30, 2002 and 2001, and 595,728 and 469,059 for the nine months ended September
30, 2002 and 2001, respectively.

7. NEW ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets". SFAS No. 142 requires that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but instead tested
for impairment at least annually in accordance with the provisions of SFAS No.
142. SFAS No. 142 also requires that intangible assets with estimable useful
lives be amortized over their respective estimated useful lives to their
estimated residual values, and reviewed for impairment in accordance with SFAS
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" and subsequently SFAS No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets", after its adoption.

In August, 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
This Statement requires that long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future net cash
flows expected to be generated by the asset. If the carrying amount of an asset
exceeds its estimated future cash flows, an impairment charge is recognized by
the amount by which the carrying amount of the asset exceeds the fair value of
the asset. SFAS No. 144 requires companies to separately report discontinued
operations and extends that reporting to a component of an entity that either
has been disposed of (by sale, abandonment, or in a distribution to owners) or
is classified as held for sale. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell. The Company
adopted SFAS No. 144 on January 1, 2002.

In April 2002, the FASB issued Statement 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections
("Statement 145"). This statement rescinds SFAS No. 4, Reporting Gains and
Losses from Extinguishments of Debt, and requires that all gains and losses from
extinguishments of debt should be classified as extraordinary items only if they
meet the criteria in APB No. 30. Applying APB No. 30 will distinguish
transactions that are part of an entity's recurring operations from those that
are unusual or infrequent or that meet the criteria for classification as to an
extraordinary item. Any gain or loss on extinguishment of debt that was
classified as an extraordinary item in prior periods presented that does not
meet the criteria in APB No. 30 for classification as an extraordinary item must
be reclassified. The Company will adopt the provisions related to the rescission
of SFAS No. 4 in the fourth quarter of 2002.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", ("Statement 146") which addresses
financial accounting and reporting for costs associated with exit or disposal
activities. It nullifies EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." The principal difference between
Statement 146 and Issue 94-3 relates to the recognition of a liability for a
cost associated with an exit or disposal activity. Statement 146 requires that a
liability be recognized for those costs only when the liability is incurred,
that is, when it meets the definition of a liability in the FASB's conceptual
framework. In contrast, under Issue 94-3, a company
F-43

LAMAR ADVERTISING COMPANY AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

recognized a liability for an exit cost when it committed to an exit plan.
Statement 146 also establishes fair value as the objective for initial
measurement of liabilities related to exit or disposal activities. The Statement
is effective for exit or disposal activities that are initiated after December
31, 2002. The Company will adopt the provisions related to Statement No. 146 as
of January 1, 2003.

8. COMMITMENTS AND CONTINGENT LIABILITIES

In August 2002, a jury verdict was rendered in a lawsuit filed against the
Company in the amount of $32 in compensatory damages and $2,245 in punitive
damages. In October 2002, the Company filed a motion seeking the elimination or
reduction of the punitive damages portion of the award. As of the date of this
report, the court has not ruled on the Company's motion. If the ruling is
adverse to the Company, the Company intends to appeal. As a result of the
verdict, the Company recorded a $2,277 charge in its operating expenses during
the quarter ended September 30, 2002.

F-44

LAMAR MEDIA CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- ------------
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE
AND PER SHARE DATA)

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable.................................... $ 7,909 $ 10,048
Current maturities of long-term debt...................... 114,244 66,559
Accrued expenses.......................................... 23,685 22,362
Deferred income........................................... 15,360 11,618
---------- ----------
Total current liabilities................................... 161,198 110,587
---------- ----------
Long-term debt.............................................. 1,423,197 1,457,526
Deferred income taxes....................................... 128,692 127,241
Other liabilities........................................... 7,937 7,724
---------- ----------
Total liabilities........................................... 1,721,024 1,703,078
========== ==========
Stockholder's equity:
Common stock, $0.01 par value, authorized 3,000 shares;
100 shares issued and outstanding at September 30, 2002
and December 31, 2001.................................. -- --
Additional paid-in capital................................ 2,281,803 2,222,317
Accumulated deficit....................................... (290,165) (276,231)
---------- ----------
Stockholder's equity........................................ 1,991,638 1,946,086
---------- ----------
Total liabilities and stockholder's equity.................. $3,712,662 $3,649,164
========== ==========
</Table>

See accompanying notes to condensed consolidated financial statements.
F-45

LAMAR MEDIA CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<Table>
<Caption>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
2002 2001 2002 2001
-------- -------- -------- --------
(UNAUDITED)
(IN THOUSANDS)

Net revenues....................................... $201,918 $188,267 $580,985 $550,440
-------- -------- -------- --------
Operating expenses (income)
Direct advertising expenses..................... 71,685 64,593 205,544 187,444
General and administrative expenses............. 42,253 37,481 122,738 111,502
Depreciation and amortization................... 69,455 88,501 204,332 260,920
(Gain) loss on disposition of assets............ (33) 311 (203) (708)
-------- -------- -------- --------
183,360 190,886 532,411 559,158
-------- -------- -------- --------
Operating income (loss)......................... 18,558 (2,619) 48,574 (8,718)
Other expense (income)
Interest income................................. (387) (100) (774) (522)
Interest expense................................ 23,408 26,635 69,878 89,098
-------- -------- -------- --------
23,021 26,535 69,104 88,576
-------- -------- -------- --------
Loss before income tax benefit..................... (4,463) (29,154) (20,530) (97,294)
Income tax benefit................................. (1,318) (7,720) (6,596) (26,238)
-------- -------- -------- --------
Net loss........................................... $ (3,145) $(21,434) $(13,934) $(71,056)
</Table>

See accompanying notes to condensed consolidated financial statements.
F-46

LAMAR MEDIA CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
NINE MONTHS ENDED
SEPTEMBER 30,
-------------------
2002 2001
-------- --------
(UNAUDITED)
(IN THOUSANDS)

Cash flows from operating activities:
Net loss.................................................. $(13,934) $(71,056)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization.......................... 204,332 260,920
Gain on disposition of assets.......................... (203) (708)
Deferred tax benefit................................... (2,218) (27,256)
Provision for doubtful accounts........................ 6,378 5,495
Changes in operating assets and liabilities:
(Increase) decrease in:
Receivables.......................................... (13,652) (21,369)
Prepaid expenses..................................... (12,753) (11,139)
Other assets......................................... (4,740) (3,100)
Increase (decrease) in:
Trade accounts payable............................... (2,139) 3,210
Accrued expenses..................................... 1,368 (18,279)
Other liabilities.................................... (43) 178
Deferred income...................................... 3,524 2,426
-------- --------
Net cash provided by operating activities................... 165,920 119,322
-------- --------
Cash flows from investing activities:
Acquisition of new markets................................ (74,041) (272,436)
Capital expenditures...................................... (56,938) (59,958)
Proceeds from disposition of assets....................... 2,048 3,906
-------- --------
Net cash used in investing activities....................... (128,931) (328,488)
-------- --------
Cash flows from financing activities:
Debt issuance costs....................................... (1,076) --
Contribution from parent.................................. -- 48,000
Principal payments on long-term debt...................... (50,192) (35,159)
Increase in notes payable................................. 40 --
Net borrowings under credit agreements.................... 60,000 130,000
-------- --------
Net cash provided by financing activities................... 8,772 142,841
-------- --------
Net increase (decrease) in cash and cash equivalents...... 45,761 (66,325)
Cash and cash equivalents at beginning of period.......... 12,885 72,340
-------- --------
Cash and cash equivalents at end of period................ $ 58,646 $ 6,015
-------- --------
Supplemental disclosures of cash flow information:
Cash paid for interest.................................... $ 70,159 $ 94,717
-------- --------
Cash paid for state and federal income taxes.............. $ 481 $ 798
-------- --------
Parent company stock contributed for acquisitions......... $ 56,100 $ 29,000
-------- --------
Noncash Financing Activity:
Note payable converted to contributed capital............. $ -- $287,500
-------- --------
</Table>

See accompanying notes to condensed consolidated financial statements.
F-47

LAMAR MEDIA CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARE DATA)

1. SIGNIFICANT ACCOUNTING POLICIES

The information included in the foregoing interim financial statements is
unaudited. In the opinion of management all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of Lamar Media's
financial position and results of operations for the interim periods presented
have been reflected herein. The results of operations for interim periods are
not necessarily indicative of the results to be expected for the entire year.
These condensed consolidated financial statements should be read in conjunction
with Lamar Media's consolidated financial statements and the notes thereto
included in the 2001 Combined Form 10-K.

Certain amounts in the prior year's condensed consolidated financial
statements have been reclassified to conform with the current year presentation.
These reclassifications had no effect on previously reported results of
operations.

Certain footnotes are not provided for the accompanying financial
statements as the information in notes 2, 3, 4, 5, 7 and 8 to the condensed
consolidated financial statements of Lamar Advertising Company included
elsewhere in this report is substantially equivalent to that required for the
condensed consolidated financial statements of Lamar Media Corp. Earnings per
share data is not provided for the operating results of Lamar Media Corp. as it
is a wholly-owned subsidiary of Lamar Advertising Company.

F-48

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law (the "DGCL") grants us
the power to indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was our director, officer, employee or agent, or is or was serving
at our request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any such action, suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to our best interests, and with to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful,
provided, however, no indemnification shall be made in connection with any
proceeding brought by or in our right where the person involved is adjudged to
be liable to us except to the extent approved by a court.

Our By-laws provide that any person who is made a party to any action or
proceeding because such person is or was our director or officer will be
indemnified and held harmless against all claims, liabilities and expenses,
including those expenses incurred in defending a claim and amounts paid or
agreed to be paid in connection with reasonable settlements made before final
adjudication with the approval of the Board of Directors, if such person has not
acted, or in the judgment of our shareholders or directors has not acted, with
willful or intentional misconduct. The indemnification provided for in our
By-laws is expressly not exclusive of any other rights to which those seeking
indemnification may be entitled as a matter of law.

Our Certificate of Incorporation provides that our directors will not be
personally liable to us or our stockholders for monetary damages for breach of
fiduciary duty as a director, whether or not an individual continues to be a
director at the time such liability is asserted, except for liability (i) for
any breach of the director's duty of loyalty to us or our stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, relating to
prohibited dividends or distributions or the repurchase or redemption of stock,
or (iv) for any transaction from which the director derives an improper personal
benefit.

We carry Directors' and Officers' insurance which covers our directors and
officers against certain liabilities they may incur when acting in their
capacity as directors or officers.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) See Exhibit Index immediately following the signature page.

ITEM 22. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-1

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)(4) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on January 21, 2003.

LAMAR MEDIA CORP.

By: /s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Media Corp., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ KEVIN P. REILLY, JR. Director and Principal Executive January 21, 2003
- ------------------------------------------------ Officer
Kevin P. Reilly, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
- ------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ GERALD H. MARCHAND Director January 21, 2003
- ------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- ------------------------------------------------
T. Everett Stewart, Jr.

/s/ SEAN REILLY Director January 21, 2003
- ------------------------------------------------
Sean Reilly
</Table>

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certified that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on January 21, 2003.

LAMAR AIR, L.L.C.

By: THE LAMAR COMPANY, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY
--------------------------------------
Kevin P. Reilly
President and Chief Executive Officer

II-4

SIGNATURES

TLC PROPERTIES, L.L.C.

By: TLC PROPERTIES, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-5

SIGNATURES

LAMAR TEXAS LIMITED PARTNERSHIP

By: LAMAR TEXAS GENERAL PARTNER, INC.,
its General Partner

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-6

SIGNATURES

LAMAR TENNESSEE, L.L.C.

By: THE LAMAR COMPANY, L.L.C.
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-7

SIGNATURES

GEORGIA LOGOS, L.L.C.

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-8

SIGNATURES

INTERSTATE LOGOS, L.L.C.

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-9

SIGNATURES

FLORIDA LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Florida Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand
</Table>

II-10

SIGNATURES

KANSAS LOGOS INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Kansas Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand
</Table>

II-11

SIGNATURES

KENTUCKY LOGOS, LLC

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-12

SIGNATURES

MICHIGAN LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Michigan Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand
</Table>

II-13

SIGNATURES

MINNESOTA LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Minnesota Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
T. Everett Stewart, Jr.

/s/ KEVIN A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand
</Table>

II-14

SIGNATURES

MISSISSIPPI LOGOS, L.L.C.

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-15

SIGNATURES

MISSOURI LOGOS, LLC

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-16

SIGNATURES

NEBRASKA LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Nebraska Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand
</Table>

II-17

SIGNATURES

NEVADA LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We the undersigned officers and directors of Nevada Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand
</Table>

II-18

SIGNATURES

NEW JERSEY LOGOS, L.L.C.

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-19

SIGNATURES

OHIO LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Ohio Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART Director and Principal Executive January 21, 2003
- -------------------------------------------------- Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
- -------------------------------------------------- and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- --------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
- --------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
- --------------------------------------------------
Gerald H. Marchand
</Table>

II-20

SIGNATURES

OKLAHOMA LOGOS, L.L.C.

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-21

SIGNATURES

SOUTH CAROLINA LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of South Carolina Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
- -------------------------------------------------- Officer
T. Everett Stewart, Jr.

/s/ KEVIN A. ISTRE Director and Principal Financial January 21, 2003
- -------------------------------------------------- and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- --------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
- --------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
- --------------------------------------------------
Gerald H. Marchand
</Table>

II-22

SIGNATURES

TENNESSEE LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Tennessee Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
- -------------------------------------------------- Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
- -------------------------------------------------- and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- --------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
- --------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
- --------------------------------------------------
Gerald H. Marchand
</Table>

II-23

SIGNATURES

TEXAS LOGOS, L.P.

By: OKLAHOMA LOGOS, L.L.C.,
its General Partner

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-24

SIGNATURES

UTAH LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Utah Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
- -------------------------------------------------- Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
- -------------------------------------------------- and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- --------------------------------------------------
Kevin P. Reilly, Jr.

/s/ SEAN REILLY Director January 21, 2003
- --------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
- --------------------------------------------------
Gerald H. Marchand
</Table>

II-25

SIGNATURES

VIRGINIA LOGOS, LLC

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-26

SIGNATURES

LAMAR ADVERTISING OF COLORADO SPRINGS,
INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advertising of Colorado
Springs, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-27

SIGNATURES

LAMAR ADVERTISING OF MICHIGAN, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advertising of
Michigan, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-28

SIGNATURES

LAMAR ADVERTISING OF PENN, LLC

By: THE LAMAR COMPANY, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-29

SIGNATURES

LAMAR ADVERTISING OF YOUNGSTOWN, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advertising of
Youngstown, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-30

SIGNATURES

LAMAR PENSACOLA TRANSIT, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Pensacola Transit,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-31

SIGNATURES

LAMAR TEXAS GENERAL PARTNER, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Texas General Partner,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre, and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-32

SIGNATURES

LAMAR ELECTRICAL, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Electrical, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-33

SIGNATURES

TLC PROPERTIES, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of TLC Properties, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-34

SIGNATURES

TLC PROPERTIES II, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of TLC Properties II, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-35

SIGNATURES

CANADIAN TODS LIMITED

By: Interstate Logos, L.L.C., its
managing member

By: Lamar Media Corp., its managing
member

By: /s/ KEVIN P. REILLY, JR.
------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive
Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Canadian TODS Limited, hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ KEVIN P. REILLY, JR. Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Kevin P. Reilly, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ SEAN REILLY Director January 21, 2003
------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-36

SIGNATURES

LAMAR ADVERTISING OF SOUTH DAKOTA,
INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advertising of South
Dakota, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre, and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-37

SIGNATURES

LAMAR OCI SOUTH CORPORATION

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar OCI South Corporation,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-38

SIGNATURES

LAMAR OCI NORTH CORPORATION

BY: /s/ SEAN REILLY
------------------------------------
SEAN REILLY
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar OCI North Corporation,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre,
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-39

SIGNATURES

AMERICAN SIGNS, INC.

BY: /s/ SEAN REILLY
--------------------------------------
SEAN REILLY
President

POWER OF ATTORNEY

We, the undersigned officers and directors of American Signs, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre, and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
- ------------------------------------------------- Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
- ------------------------------------------------- and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- -------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
- -------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- -------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-40

SIGNATURES

HARDIN DEVELOPMENT CORPORATION

BY: /s/ SEAN REILLY
--------------------------------------
SEAN REILLY
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Hardin Development
Corporation, hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
- ------------------------------------------------- Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
- ------------------------------------------------- and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- -------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
- -------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- -------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-41

SIGNATURES

COLORADO LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Colorado Logos, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
- ------------------------------------------------- Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
- ------------------------------------------------- and
Keith A. Istre Accounting Officer

/s/ SEAN REILLY Director January 21, 2003
- -------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
- -------------------------------------------------
Gerald H. Marchand

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- -------------------------------------------------
Kevin P. Reilly, Jr.
</Table>

II-42

SIGNATURES

NEW MEXICO LOGOS, INC.

By: /s/ T. EVERETT STEWART, JR.
------------------------------------
T. Everett Stewart, Jr.
President

POWER OF ATTORNEY

We, the undersigned officers and directors of New Mexico Logos, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ T. EVERETT STEWART, JR. Director and Principal Executive January 21, 2003
- ------------------------------------------------- Officer
T. Everett Stewart, Jr.

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
- ------------------------------------------------- and
Keith A. Istre Accounting Officer

/s/ SEAN REILLY Director January 21, 2003
- -------------------------------------------------
Sean Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
- -------------------------------------------------
Gerald H. Marchand

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- -------------------------------------------------
Kevin P. Reilly, Jr.
</Table>

II-43

SIGNATURES

LAMAR ADVERTISING OF KENTUCKY, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advertising of
Kentucky, Inc. hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-44

SIGNATURES

PARSONS DEVELOPMENT COMPANY

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Parsons Development Company,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-45

SIGNATURES

REVOLUTION OUTDOOR ADVERTISING, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Revolution Outdoor
Advertising, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Keith A. Istre and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-46

SIGNATURES

OUTDOOR PROMOTIONS WEST, LLC

By: TRIUMPH OUTDOOR HOLDINGS, LLC,
its Managing Member

By: LAMAR CENTRAL OUTDOOR, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-47

SIGNATURES

TRANSIT AMERICA LAS VEGAS, L.L.C.

By: TRIUMPH OUTDOOR HOLDINGS, LLC,
its Managing Member

By: LAMAR CENTRAL OUTDOOR, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-48

SIGNATURES

TRIUMPH OUTDOOR RHODE ISLAND, LLC

By: TRIUMPH OUTDOOR HOLDINGS, LLC,
its Managing Member

By: LAMAR CENTRAL OUTDOOR, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-49

SIGNATURES

TRIUMPH OUTDOOR HOLDINGS, LLC

By: LAMAR CENTRAL OUTDOOR, INC.,
its Managing Member

/s/ SEAN REILLY
------------------------------------
Sean Reilly
President

II-50

SIGNATURES

LAMAR FLORIDA, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Florida, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-51

SIGNATURES

LAMAR ADVAN, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advan, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY Director January 21, 2003
------------------------------------------------
Kevin P. Reilly

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-52

SIGNATURES

LAMAR ADVERTISING OF IOWA, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advertising of Iowa,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre and each of them singly, our true and lawful attorneys, with full power to
them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-53

SIGNATURES

LAMAR ADVANTAGE HOLDING COMPANY

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advantage Holding
Company, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith
A. Istre and each of them singly, our true and lawful attorneys, with full power
to them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-54

SIGNATURES

LAMAR OKLAHOMA HOLDING COMPANY, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Oklahoma Holding
Company, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-55

SIGNATURES

LAMAR ADVERTISING OF OKLAHOMA, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advertising of
Oklahoma, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and
Keith A. Istre and each of them singly, our true and lawful attorneys, with full
power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
- ------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial and January 21, 2003
- ------------------------------------ Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
- ------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- ------------------------------------
T. Everett Stewart, Jr.
</Table>

II-56

SIGNATURES

LAMAR BENCHES, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Benches, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
- ------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial and January 21, 2003
- ------------------------------------ Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
- ------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- ------------------------------------
T. Everett Stewart, Jr.
</Table>

II-57

SIGNATURES

LAMAR I-40 WEST, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar I-40 West, Inc., hereby
severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre and
each of them singly, our true and lawful attorneys, with full power to them in
any and all capacitates, to sign any amendments to this Registration Statement
on Form S-4 (including Pre- and Post-Effective Amendments), and any related Rule
462(b) registration statement or amendment thereto, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
- ------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial and January 21, 2003
- ------------------------------------ Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
- ------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- ------------------------------------
T. Everett Stewart, Jr.
</Table>

II-58

SIGNATURES

LAMAR OHIO OUTDOOR HOLDING CORP.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Ohio Outdoor Holding
Corp., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre and each of them singly, our true and lawful attorneys, with full power to
them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
- ------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial and January 21, 2003
- ------------------------------------ Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
- ------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- ------------------------------------
T. Everett Stewart, Jr.
</Table>

II-59

SIGNATURES

LAMAR CENTRAL OUTDOOR, INC.

BY: /s/ SEAN REILLY
------------------------------------
SEAN REILLY
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Central Outdoor, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
- ------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial and January 21, 2003
- ------------------------------------ Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
- ------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- ------------------------------------
T. Everett Stewart, Jr.
</Table>

II-60

SIGNATURES

LAMAR DOA TENNESSEE HOLDINGS, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar DOA Tennessee Holdings,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre and each of them singly, our true and lawful attorneys, with full power to
them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
- ------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial and January 21, 2003
- ------------------------------------ Accounting Officer
Keith A. Istre

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
- ------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
- ------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
- ------------------------------------
T. Everett Stewart, Jr.
</Table>

II-61

SIGNATURES

LAMAR DOA TENNESSEE, INC.

By /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar DOA Tennessee, Inc.,
hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A. Istre
and each of them singly, our true and lawful attorneys, with full power to them
in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-62

SIGNATURES

LAMAR ADVERTISING SOUTHWEST, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Advertising Southwest,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre and each of them singly, our true and lawful attorneys, with full power to
them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-63

SIGNATURES

LAMAR PINNACLE ACQUISITION CO.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Lamar Pinnacle Acquisition
Co., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre and each of them singly, our true and lawful attorneys, with full power to
them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-64

SIGNATURES

OUTDOOR MARKETING SYSTEMS, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Outdoor Marketing Systems,
Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith A.
Istre and each of them singly, our true and lawful attorneys, with full power to
them in any and all capacitates, to sign any amendments to this Registration
Statement on Form S-4 (including Pre- and Post-Effective Amendments), and any
related Rule 462(b) registration statement or amendment thereto, and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-65

SIGNATURES

TRANS WEST OUTDOOR ADVERTISING, INC.

By: /s/ SEAN REILLY
------------------------------------
Sean Reilly
President

POWER OF ATTORNEY

We, the undersigned officers and directors of Trans West Outdoor
Advertising, Inc., hereby severally constitute and appoint Kevin P. Reilly, Jr.
and Keith A. Istre and each of them singly, our true and lawful attorneys, with
full power to them in any and all capacitates, to sign any amendments to this
Registration Statement on Form S-4 (including Pre- and Post-Effective
Amendments), and any related Rule 462(b) registration statement or amendment
thereto, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ SEAN REILLY Director and Principal Executive January 21, 2003
------------------------------------------------ Officer
Sean Reilly

/s/ KEITH A. ISTRE Director and Principal Financial January 21, 2003
------------------------------------------------ and
Keith A. Istre Accounting Officer

/s/ KEVIN P. REILLY, JR. Director January 21, 2003
------------------------------------------------
Kevin P. Reilly, Jr.

/s/ GERALD H. MARCHAND Director January 21, 2003
------------------------------------------------
Gerald H. Marchand

/s/ T. EVERETT STEWART, JR. Director January 21, 2003
------------------------------------------------
T. Everett Stewart, Jr.
</Table>

II-66

SIGNATURES

THE LAMAR COMPANY, L.L.C.

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-67

SIGNATURES

LAMAR ADVERTISING OF LOUISIANA, L.L.C.

By: THE LAMAR COMPANY, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-68

SIGNATURES

LAMAR T.T.R., L.L.C.

By: LAMAR ADVERTISING OF YOUNGSTOWN,
INC.,
its Sole and Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-69

SIGNATURES

LAMAR ADVANTAGE GP COMPANY, LLC

By: LAMAR CENTRAL OUTDOOR, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-70

SIGNATURES

LAMAR ADVANTAGE LP COMPANY, LLC

By: LAMAR CENTRAL OUTDOOR, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-71

SIGNATURES

LAMAR ADVANTAGE OUTDOOR COMPANY, L.P.

By: LAMAR ADVANTAGE GP COMPANY, LLC,
its General Partner

By: LAMAR CENTRAL OUTDOOR, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-72

SIGNATURES

DELAWARE LOGOS, L.L.C.

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-73

SIGNATURES

MAINE LOGOS, L.L.C.

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-74

SIGNATURES

WASHINGTON LOGOS, L.L.C.

By: INTERSTATE LOGOS, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-75

SIGNATURES

LC BILLBOARD, L.L.C.

By: THE LAMAR COMPANY, L.L.C.,
its Managing Member

By: LAMAR MEDIA CORP.,
its Managing Member

/s/ KEVIN P. REILLY, JR.
--------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer

II-76

SIGNATURES

LAMAR TRANSIT ADVERTISING OF NEW
ORLEANS, LLC

By: TRIUMPH OUTDOOR HOLDINGS, LLC,
its Managing Member

By: LAMAR CENTRAL OUTDOOR, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-77

SIGNATURES

OUTDOOR MARKETING SYSTEMS, L.L.C.

By: OUTDOOR MARKETING SYSTEMS, INC.,
its Managing Member

/s/ SEAN REILLY
--------------------------------------
Sean Reilly
President

II-78

EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------

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 as Exhibit 1.1
to Lamar Media's Current Report on Form 8-K filed on
December 27, 2002 (File No. 0-20833) and incorporated herein
by reference.
2.1 Agreement and Plan of Merger dated as of July 20, 1999 among
Lamar Media Corp., Lamar New Holding Co., and Lamar Holdings
Merge Co. Filed as Exhibit 2.1 to the Company's Current
Report on Form 8-K filed on July 22, 1999 (File No. 0-30242)
and incorporated herein by reference.
3.1 Certificate of Incorporation of Lamar New Holding Co. Filed
as Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1999 (File No. 0-20833)
filed on August 16, 1999 and incorporated herein by
reference.
3.2 Certificate of Amendment of Certificate of Incorporation of
Lamar New Holding Co. (whereby the name of Lamar New Holding
Co. was changed to Lamar Advertising Company). Filed as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999 (File No. 0-20833) filed
on August 16, 1999 and incorporated herein by reference.
3.3 Certificate of Amendment of Certificate of Incorporation of
Lamar Advertising Company. Filed as Exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 2000 (File No. 0-30242) filed on August 11, 2000
and incorporated herein by reference.
3.4 Certificate of Correction of Certificate of Incorporation of
Lamar Advertising Company. Filed as Exhibit 3.4 to the
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2000 (File No. 0-30242) filed on November 14,
2000 and incorporated herein by reference.
3.5 Amended and Restated Bylaws of the Lamar Advertising
Company. Filed as Exhibit 3.3 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1999 (File
No. 0-20833) filed on August 16, 1999 and incorporated
herein by reference.
3.6 Amended and Restated Bylaws of Lamar Media Corp. Filed as
Exhibit 3.1 to Lamar Media's Quarterly Report on Form 10-Q
for the period ended September 30, 1999 (File No. 1-12407)
filed on November 12, 1999 and incorporated herein by
reference.
4.1 Specimen certificate for the shares of Class A common stock
of the Company. Filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (File No. 333-05479), and
incorporated herein by reference.
4.2 Senior Secured Note dated May 19, 1993. Filed as Exhibit 4.1
to the Company's Registration Statement on Form S-1 (File
No. 33-59624), and incorporated herein by reference.
4.3 Indenture dated as of September 24, 1986 relating to the
Company's 8% Unsecured Subordinated Debentures. Filed as
Exhibit 10.3 to the Company's Registration Statement on Form
S-1 (File No. 33-59624), and incorporated herein by
reference.
4.4 Indenture dated May 15, 1993 relating to the Company's 11%
Senior Secured Notes due May 15, 2003. Filed as Exhibit 4.3
to the Company's Registration Statement on Form S-1 (File
No. 33-59624), and incorporated herein by reference.
4.5 First Supplemental Indenture dated July 30, 1996 relating to
the Company's 11% Senior Secured Notes due May 15, 2003.
Filed as Exhibit 4.5 to the Company's Registration Statement
on Form S-1 (File No. 333-05479), and incorporated herein by
reference.
4.6 Form of Second Supplemental Indenture in the form of an
Amended and Restated Indenture dated November 8, 1996
relating to the Company's 11% Senior Secured Notes due May
15, 2003. Filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on November 15, 1996 (File No.
1-12407), and incorporated herein by reference.
4.7 Notice of Trustee dated November 8, 1996 with respect to the
release of the security interest in the Trustee on behalf of
the holders of the Company's 11% Senior Secured Notes due
May 15, 2003. Filed as Exhibit 4.2 to the Company's Current
Report on Form 8-K filed on November 15, 1996 (File No.
1-12407), and incorporated herein by reference.
</Table>

<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------

4.8 Form of Subordinated Note. Filed as Exhibit 4.8 to the
Registration Statement on Form S-1 (File No. 333-05479), and
incorporated herein by reference.
4.9 Indenture dated as of September 25, 1997 between the
Company, certain of its subsidiaries, and State Street Bank
and Trust Company, as trustee, relating to the Company's
8 5/8% Senior Subordinated Notes due 2007. Filed as Exhibit
4.2 to the Company's Current Report on Form 8-K filed on
September 30, 1997 (File No. 1-12407), and incorporated
herein by reference.
4.10 Form of 8 5/8% Senior Subordinated Note due 2007. Filed as
Exhibit 4.10 to the Company's Annual Report on Form 10-K for
fiscal year ended December 31, 1997, (File No. 1-12407),
filed on March 30, 1998 and incorporated herein by
reference.
4.11 Supplemental Indenture to the Indenture dated September 25,
1997 among the Company, certain of its subsidiaries and
State Street Bank and Trust Company, as Trustee, dated
October 23, 1998. Filed as Exhibit 4.5 to the Company's
Quarterly Report on Form 10-Q for the period ended September
30, 1998, (File No. 1-12407) and incorporated herein by
reference.
4.12 Indenture dated as of August 10, 1999 between the Company
and State Street Bank and Trust Company, as Trustee. Filed
as Exhibit 4.1 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1999 (File No. 0-20833)
filed on August 16, 1999 and incorporated herein by
reference.
4.13 First Supplemental Indenture dated as of August 10, 1999
between the Company and State Street Bank and Trust Company,
as Trustee. Filed as Exhibit 4.2 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1999 (File
No. 0-20833) filed on August 16, 1999 and incorporated
herein by reference.
4.14 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
July 20, 1999. Filed as Exhibit 4.4 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 1999 (File No. 0-30242) filed on November 12,
1999 and incorporated herein by reference.
4.15 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
September 15, 1999. Filed as Exhibit 4.2 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1999 (File No. 0-30242) filed on
November 12, 1999 and incorporated herein by reference.
4.16 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
December 23, 1999. Filed as Exhibit 4.30 to the Company's
Annual Report on Form 10-K for fiscal year ended December
31, 1999 (File No. 0-30242), filed for March 28, 2000 and
incorporated herein by reference.
4.17 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
as of March 2, 2000. Filed as Exhibit 4.3 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2000 (File No. 0-30242) filed on May
15, 2000 and incorporated herein by reference.
4.18 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
as of June 1, 2000. Filed as Exhibit 4.3 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2000 (File No. 0-30242) filed on
August 11, 2000 and incorporated herein by reference.
4.19 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
as of August 8, 2000. Filed as Exhibit 4.3 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2000 (File No. 0-30242) filed on
November 14, 2000 and incorporated herein by reference.
</Table>

<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------

4.20 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
as of December 31, 2000. Filed as Exhibit 4.40 to Lamar
Advertising Company's Annual Report on Form 10-K for the
period ended December 31, 2000 (File No. 0-30242) filed on
March 23, 2001 and incorporated herein by reference.
4.21 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
as of March 15, 2001. Filed as Exhibit 4.3 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2001 (File No. 0-30242) filed on May
14, 2001 and incorporated herein by reference.
4.22 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
as of April 9, 2002. Filed as Exhibit 4.3 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2001 (File No. 0-30242) filed on
August 13, 2001 and incorporated herein by reference.
4.23 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
as of August 30, 2001. Filed as Exhibit 4.3 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2001 (File No. 0-30242) filed on
November 13, 2001 and incorporated herein by reference.
4.24 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
November 12, 2001. Filed as Exhibit 4.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2002 (File No. 0-30242) filed on May 9, 2002 and
incorporated herein by reference.
4.25 Supplemental Indenture to the Indenture dated September 25,
1997 among Lamar Media Corp., certain of its subsidiaries
and State Street Bank and Trust Company, as Trustee, dated
August 16, 2002. Filed as Exhibit 4.3 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2002 (File No. 0-30242) filed on November 13,
2002 and incorporated herein by reference.
4.26 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 as Exhibit 4.1 to Lamar
Media's Current Report on Form 8-K filed on December 27,
2002 (File No. 0-20833) and incorporated herein by
reference.
4.27 Form of 7 1/4% Notes Due 2013. Filed as Exhibit 4.2 to Lamar
Media's Current Report on Form 8-K filed on December 27,
2002 (File No. 0-20833) and incorporated herein by
reference.
4.28 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 as Exhibit 10.1 to Lamar
Media's Current Report on Form 8-K filed on December 27,
2002 (File No. 0-20833) and incorporated herein by
reference.
4.29 Form of Exchange Note. Filed herewith.
5.1 Opinion of Palmer & Dodge LLP. Filed herewith.
5.2 Opinion of Cahill Gordon & Reindel. Filed herewith.
5.3 Opinion of Kean, Miller, Hawthorne, D'Armond, McCowan &
Jorman L.L.P. Filed herewith.
10.1 Consulting Agreement dated July 1, 1996 between the Lamar
Texas Limited Partnership and the Reilly Consulting Company,
L.L.C., of which Kevin P. Reilly Sr. is the manager. Filed
as Exhibit 10.2 to the Company's Registration Statement on
Form S-1 (File No. 33-05479), and incorporated herein by
reference.
10.2 The Lamar Savings and Profit Sharing Plan and Trust. Filed
as Exhibit 10.4 to the Company's Registration Statement on
Form S-1 (File No. 33-59624), and incorporated herein by
reference.
</Table>

<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------

10.3 Trust under The Lamar Corporation, its Affiliates and
Subsidiaries Deferred Compensation Plan dated October 3,
1993. Filed as Exhibit 10.11 to the Company's Annual Report
on Form 10-K for the fiscal year ended October 31, 1995
(File No. 33-59624), and incorporated herein by reference.
10.4 1996 Equity Incentive Plan. Filed as Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q, for the period
ended June 30, 2000 (File No. 0-30242) filed on August 11,
2000 and incorporated herein by reference.
10.5 Bank Credit Agreement dated December 18, 1996 between the
Company, certain of its subsidiaries, the lenders party
thereto and The Chase Manhattan Bank, as Administrative
Agent. Previously filed as Exhibit 10.18 to the Company's
Annual Report on Form 10-K for the fiscal year ended October
31, 1996 (File No. 1-12407), filed January 28, 1997 and
incorporated herein by reference.
10.6 Amendment No. 1 to the Bank Credit Agreement dated as of
March 31, 1997 between the Company, the Subsidiary
Guarantors party thereto, the Lenders party thereto and The
Chase Manhattan Bank, as Administrative Agent. Filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1997 (File No. 1-12407), and
incorporated herein by reference.
10.7 Amendment No. 2 to the Bank Credit Agreement dated as of
September 12, 1997 between the Company, certain of its
subsidiaries, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent. Filed as Exhibit
10.2 to the Company's Current Report on Form 8-K filed on
September 30, 1997 (File No. 1-12407), and incorporated
herein by reference.
10.8 Amendment No. 3 to the Bank Credit Agreement dated as of
December 31, 1997 between the Company, certain of its
subsidiaries, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent. Filed as Exhibit
10.9 to the Company's Annual Report on Form 10-K for fiscal
year ended December 31, 1997 (File No. 1-12407), filed March
30, 1998 and incorporated herein by reference.
10.9 Contract to Sell and Purchase, dated as of October 9, 1996,
between the Company and Outdoor East L.P. Filed as Exhibit
10.16 to the Company's Registration Statement on Form S-3
(File No. 333-14677), and incorporated herein by reference.
10.10 Stock Purchase Agreement, dated as of September 25, 1996,
between the Company and the shareholders of FKM Advertising,
Co., Inc. Filed as Exhibit 10.17 to the Company's
Registration Statement on Form S-3 (File No. 333-14677), and
incorporated herein by reference.
10.11 Stock Purchase Agreement dated as of February 7, 1997
between the Company and the stockholders of Penn
Advertising, Inc. named therein. Filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on April 14, 1997
(File No. 1-12407), and incorporated herein by reference.
10.12 Asset Purchase Agreement dated as of August 15, 1997 between
The Lamar Corporation and Outdoor Systems, Inc. Filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K
filed on August 27, 1997 (File No. 1-12407), and
incorporated herein by reference.
10.13 Bank Credit Agreement dated July 16, 1998, between the
Company, certain of its subsidiaries, the lenders party
thereto and The Chase Manhattan Bank, as Administrative
Agent. Filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1998,
(File No. 0-020833), and incorporated herein by reference.
10.14 Amendment No. 4 to Credit Agreement dated as of March 31,
1998, between Lamar Advertising Company, certain of its
subsidiaries, the lenders party thereto and The Chase
Manhattan Bank, as Administrative Agent. Filed as Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1998 (File No. 1-12407), and
incorporated herein by reference.
10.15 Amendment No. 1 to the Amended and Restated Bank Credit
Agreement dated September 15, 1998, between the Company,
certain of its subsidiaries, the lenders party thereto and
The Chase Manhattan Bank, as Administrative Agent. Filed as
Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1998 (File No. 0-20833)
and incorporated herein by reference.
</Table>

<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------

10.16 Stock Purchase Agreement dated as of October 1, 1998,
between the Company and the stockholders of Outdoor
Communications, Inc. named therein. Filed as Exhibit 2.1 to
the Company's Current Report on Form 8-K filed on October
15, 1998 (File No. 0-20833), and incorporated herein by
reference.
10.17 Assumption Agreement dated as of July 20, 1999 by and among
Lamar Advertising Company, Lamar Media Corp., and the direct
and indirect subsidiaries of such corporations. Filed as
Exhibit 10.4 to Lamar Advertising Company's Quarterly Report
on Form 10-Q for the period ended September 30, 1999 (File
No. 0-030242) filed on November 12, 1999 and incorporated
herein by reference.
10.18 Second Amended and Restated Stock Purchase Agreement dated
as of August 11, 1999 among the Company, Lamar Media Corp.,
Chancellor Media Corporation of Los Angeles and Chancellor
Mezzanine Holdings Corporation. Filed as Appendix A to the
Company's Schedule 14C Information Statement filed on August
13, 1999 and incorporated herein by reference. Pursuant to
Item 601(b)(2) of Regulation S-K, the Schedules and Annexes
A and B referred to in the Second Amended and Restated Stock
Purchase Agreement are omitted. The Company hereby
undertakes to furnish supplementary a copy of any omitted
Schedule or Annex to the Commission upon request.
10.19 Bank Credit Agreement dated August 13, 1999, between Lamar
Media Corp., certain of its subsidiaries, the lenders party
thereto and The Chase Manhattan Bank, as Administrative
Agent. Filed as Exhibit 10.1 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended September
30, 1999 (File No. 0-30242) filed on November 12, 1999 and
incorporated herein by reference.
10.20 Joinder Agreement to the Lamar Media Corp. Credit Agreement
dated August 13, 1999 by Lamar Florida, Inc. in favor of The
Chase Manhattan Bank, as Administrative Agent dated December
23, 1999. Filed as Exhibit 10.23 to the Company's Annual
Report on Form 10-K for fiscal year ended December 31, 1999,
(File No. 1-12407), filed March 28, 2000 and incorporated
herein by reference.
10.21 2000 Employee Stock Purchase Plan. Filed as Exhibit 10.3 to
Lamar Advertising Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2000 (File No. 0-30242) filed
on August 11, 2000 and incorporated herein by reference.
10.22 Series A-1 Incremental Loan Agreement among Lamar
Advertising Company, Lamar Media Corp. and certain of its
subsidiaries, the Series A-1 Lenders and the Chase Manhattan
Bank, as Administrative Agent, dated as of May 31, 2000.
Filed as exhibit 10.4 to Lamar Advertising Company's
Quarterly Report on Form 10-Q for the period ended June 30,
2000 (File No. 0-30242) filed on August 11, 2000 and
incorporated herein by reference.
10.23 Series A-2 and B-1 Incremental Loan Agreement among Lamar
Advertising Company, Lamar Media Corp. and certain of its
subsidiaries, the Series A-2 and B-1 Lenders and the Chase
Manhattan Bank, as Administrative Agent, dated as of June
22, 2000. Filed as exhibit 10.4 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended
June 30, 2000 (File No. 0-30242) filed on August 11, 2000
and incorporated herein by reference.
10.24 Joinder Agreement to the Lamar Media Corp. Credit Agreement
dated August 13, 1999 by Lamar Advan, Inc. in favor of The
Chase Manhattan Bank, as Administrative Agent dated March 2,
2000. Filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for quarter ended March 31, 2000, (File
No. 0-30242) filed on May 15, 2000, and incorporated herein
by reference.
10.25 Joinder Agreement to the Lamar Media Corp. Credit Agreement
dated August 13, 1999 by Outdoor West, Inc. of Georgia and
Outdoor West, Inc. of Tennessee in favor of The Chase
Manhattan Bank, as Administrative Agent dated December 23,
1999. Filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for quarter ended June 30, 2000, (File
No. 0-30242) filed on August 11, 2000, and incorporated
herein by reference.
10.26 Joinder Agreement to the Lamar Media Corp. Credit Agreement
dated August 13, 1999 by Lamar Ohio Outdoor Holding Corp. in
favor of The Chase Manhattan Bank, as Administrative Agent
dated September 13, 2000. Filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 2000, (File No. 0-30242) filed on
November 14, 2000, and incorporated herein by reference.
</Table>

<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------

10.27 Amendment No. 1 to Credit Agreement and Guaranty and Pledge
Agreement dated as of April 10, 2000 in respect of (i) the
Credit Agreement dated as of August 13, 1999 between Lamar
Media Corp., the Subsidiary Guarantors party thereto, the
lenders party thereto, and The Chase Manhattan Bank, as
Administrative Agent, and (ii) the Guaranty and Pledge
Agreement dated as of September 15, 1999 between Lamar
Advertising Company and The Chase Manhattan Bank. Filed as
Exhibit 10.27 to Lamar Advertising Company's Annual Report
on Form 10-K for the period ended December 31, 2000 (File
No. 0-30242) filed on March 23, 2001 and incorporated herein
by reference.
10.28 Amendment No. 2 to Credit Agreement and Guaranty and Pledge
Agreement dated as of January 30, 2001 in respect of (i) the
Credit Agreement dated as of August 13, 1999 between Lamar
Media Corp., the Subsidiary Guarantors party thereto, the
lenders party thereto, and The Chase Manhattan Bank, as
Administrative Agent, and (ii) the Guaranty and Pledge
Agreement dated as of September 15, 1999 between Lamar
Advertising Company and The Chase Manhattan Bank. Filed as
Exhibit 10.28 to Lamar Advertising Company's Annual Report
on Form 10-K for the period ended December 31, 2000 (File
No. 0-30242) filed on March 23, 2001 and incorporated herein
by reference.
10.29 Joinder Agreement to the Lamar Media Corp. Credit Agreement
dated August 13, 1999 by Texas Logos, L.P., in favor of The
Chase Manhattan Bank, as Administrative Agent dated December
31, 2000. Filed as Exhibit 10.33 to the Company's Annual
Report on Form 10-K for the year ended December 31, 2000
(File No. 0-30242) filed on March 23, 2001 and incorporated
herein by reference.
10.30 Joinder Agreement to the Lamar Media Corp. Credit Agreement
dated August 13, 1999 by Lamar Hardy Outdoor Corporation in
favor of The Chase Manhattan Bank, as Administrative Agent
dated March 15, 2001. Filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March
31, 2001, (File No. 0-30242) filed on May 14, 2001, and
incorporated herein by reference.
10.31 Joinder Agreement to the Lamar Media Corp. Credit Agreement
dated August 13, 1999 by Lamar Bellows Outdoor Advertising,
Inc. in favor of The Chase Manhattan Bank, as Administrative
Agent dated April 9, 2001. Filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2001, (File No. 0-30242) filed on August 13,
2001, and incorporated herein by reference.
10.32 Joinder Agreement to the Lamar Media Corp. Credit Agreement
dated August 13, 1999 by Maine Logos, L.L.C. in favor of The
Chase Manhattan Bank, as Administrative Agent dated August
30, 2001. Filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
2001, (File No. 0-30242) filed on November 13, 2001, and
incorporated herein by reference.
10.33 Amendment No. 2 to dated as of December 20, 2001 to the
Credit Agreement dated as of August 13, 1999 between Lamar
Media Corp., the Subsidiary Guarantors party thereto, the
lenders party thereto, and J.P. Morgan Chase Bank (formerly
known as The Chase Manhattan Bank), as Administrative Agent.
Filed as Exhibit 10.31 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2001 (File No.
0-30242) filed on March 21, 2002 and incorporated herein by
reference.
10.34 Joinder Agreement dated November 12, 2001 to the Lamar Media
Corp. Credit Agreement dated August 13, 1999 by Trans West
Outdoor Advertising, Inc. Filed as Exhibit 10.1 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended March 31, 2002 (File No. 0-30242) filed on May
9, 2002 and incorporated herein by reference.
10.35 Series C Incremental Loan Agreement among Lamar Advertising
Company, Lamar Media Corp. and certain of its subsidiaries,
the Series C Lenders and J.P. Morgan Chase Bank, as
Administrative Agent, dated as of January 8, 2002. Filed as
Exhibit 10.2 to Lamar Advertising Company's Quarterly Report
on Form 10-Q for the period ended March 31, 2002 (File No.
0-30242) filed on May 9, 2002 and incorporated herein by
reference.
10.36 Joinder Agreement dated November 12, 2002 to the Lamar Media
Corp. Credit Agreement dated August 16, 2002 by Washington
Logos L.L.C. Filed as Exhibit 10.1 to Lamar Advertising
Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2002 (File No. 0-30242) filed on November 13,
2002 and incorporated herein by reference.
</Table>

<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION
- ------- -----------

10.37 Amendment No. 4 dated as of October 23, 2002 in respect of
the Credit Agreement dated as of August 13, 1999 between
Lamar Media Corp., the Subsidiary Guarantors party thereto,
the Lenders party thereto, and J.P. Morgan Chase Bank
(formerly known as The Chase Manhattan Bank), as
Administrative Agent. Filed as Exhibit 10.2 to Lamar
Advertising Company's Quarterly Report on Form 10-Q for the
period ended September 30, 2002 (File No. 0-30242) filed on
November 13, 2002 and incorporated herein by reference.
12.1 Computation of Ratio of Earnings to Fixed Charges. Filed
herewith.
21.1 Subsidiaries of the Company. Filed herewith.
23.1 Consent of KPMG LLP. Filed herewith.
23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5.1).
23.3 Consent of Cahill Gordon & Reindel (included in Exhibit
5.2).
24.1 Power of Attorney (included on signature page of the initial
filing of this Registration Statement).
25.1 Statement of Eligibility of Trustee on Form T-1. Filed
herewith.
99.1 Form of Letter of Transmittal. Filed herewith.
99.2 Form of Notice of Guaranteed Delivery. Filed herewith.
99.3 Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9. Filed
herewith.
</Table>