LETTER OF TRANSMITTAL
LAMAR MEDIA CORP.
OFFER TO EXCHANGE 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013
REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR
ALL OUTSTANDING 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013
PURSUANT TO THE PROSPECTUS, DATED , 2003
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2003 UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION
DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
Exchange Agent:
WACHOVIA BANK
<Table>
By Registered or Certified Mail, By Facsimile Transmission:
Hand or Overnight Courier: (704) 590-7628
Wachovia Bank Confirm by Telephone:
Customer Information Center (704) 590-7413
Corporate Trust Operations -- NC1153
1525 West WT Harris Blvd -- 3C3
Charlotte, NC 28262
Attention: Ms. Marsha Rice
</Table>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL BEFORE COMPLETING IT.
The undersigned acknowledges that he or she has received the prospectus,
dated , 2003 (the "Prospectus"), of Lamar Media Corp., a Delaware
corporation (the "Company"), and this letter of transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $260,000,000 of its
7 1/4% Senior Subordinated Notes due 2013 (the "Exchange Notes") registered
under the Securities Act of 1933, as amended, for a like principal amount of the
Company's issued and outstanding unregistered 7 1/4% Senior Subordinated Notes
due 2013 (the "Original Notes"). Capitalized terms used but not defined herein
shall have the same meanings given them in the Prospectus. The Exchange Offer is
subject to all of the terms and conditions set forth in the Prospectus,
including without limitation, the right of the Company to waive, subject to
applicable laws, conditions. In the event of any conflict between the Letter of
Transmittal and the Prospectus, the Prospectus shall govern.
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Original Notes for which they may be exchanged pursuant to the Exchange Offer,
except that the Exchange Notes are freely transferable by holders thereof
(except as provided herein or in the Prospectus) and have no registration rights
or rights to additional interest. For each Original Note accepted for exchange,
the holder of such Original Note will receive an Exchange Note having a
principal amount equal to that of the surrendered Original Note. The Exchange
Notes will bear interest from the last interest payment date of the Original
Notes to occur prior to the issue date of the Exchange Notes or, if no interest
has been paid, from the date of the indenture. Interest on the Exchange Notes
will accrue at the rate of 7 1/4% per annum and will be payable semiannually on
each July 1 and January 1, commencing on July 1, 2003. The Exchange Notes will
mature on January 1, 2013.
The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company shall notify the holders of the Original Notes of any extension as
promptly as practicable by oral or written notice thereof.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF
TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR
ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE
OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. SEE INSTRUCTION
11.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
2
List below the Original Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amount of Original Notes on a separate signed schedule and affix the
schedule to this Letter of Transmittal.
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF ORIGINAL NOTES
- ------------------------------------------------------------------------------------------------------------------------------
AGGREGATE
AMOUNT OF PRINCIPAL
NAME(S) AND ADDRESS(S) OF REGISTERED HOLDER(S) CERTIFICATE ORIGINAL AMOUNT
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR ON CERTIFICATES) NUMBER(S)* NOTES TENDERED**
- ------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
TOTAL
- ------------------------------------------------------------------------------------------------------------------------------
* Need not be completed if Original Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, ALL of the Original Notes represented by the certificates will be deemed to have
been tendered. See Instruction 2. Original Notes tendered must be in denominations of principal amount of $1,000 and any
integral multiple thereof. See Instruction 1.
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC,
EUROCLEAR OR CLEARSTREAM AND COMPLETE THE FOLLOWING:
Name of Tendering
Institution: -------------------------------------------------------------
DTC, Euroclear or Clearstream Book-Entry Account: ------------------------
Transaction Code
Number: ------------------------------------------------------------------
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered
Holder(s): --------------------------------------------------------------
Window Ticket Number (if any): ------------------------------------------
Date of Execution of Notice of Guaranteed Delivery: ---------------------
Name of Institution which Guaranteed
Delivery: ---------------------------------------------------------------
If Delivered by Book-Entry Transfer, Complete the
Following: --------------------------------------------------------------
DTC, Euroclear or Clearstream Book-Entry
Account: ----------------------------------------------------------------
Transaction Code Number: ------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: ---------------------------------------------------------------------
3
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Original Notes indicated above. Subject to, and effective upon, the acceptance
for exchange of the Original Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the Company all right,
title and interest in and to such Original Notes as are being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Original Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned further represents that (i) it will acquire the Exchange Notes in
the ordinary course of its business, (ii) it has no arrangements or
understandings with any person to participate in a distribution of the Exchange
Notes, and (iii) it is not an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act.
The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Commission as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Original Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that: (i) such holders are not
affiliates of the Company within the meaning of Rule 405 under the Securities
Act; (ii) such Exchange Notes are acquired in the ordinary course of such
holder's business; and (iii) such holders are not engaged in, and do not intend
to engage in, a distribution of the Exchange Notes and have no arrangement or
understanding with any person to participate in the distribution of the Exchange
Notes. However, the staff of the Commission has not considered the Exchange
Offer in the context of a request for a no-action letter, and there can be no
assurance that the staff of the Commission would make a similar determination
with respect to the Exchange Offer as in other circumstances.
Any broker-dealer and any holder who has an arrangement or understanding
with any person to participate in the distribution of Exchange Notes may not
rely on the applicable interpretations of the staff of the Commission.
Consequently, these holders must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction. If the undersigned is a broker-dealer, it acknowledges that
the SEC considers broker-dealers that acquired Original Notes directly from the
Company, but not as a result of market-making activities or other trading
activities, to be making a distribution of the Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account in exchange for Original Notes acquired by such broker-dealer as
a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The exchange
offer -- Withdrawal rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the Exchange Notes in the name of the
undersigned or, in the case of a book-entry delivery of Original Notes, please
credit the book-entry account indicated above maintained at DTC. Similarly,
unless otherwise indicated under the box entitled "Special Delivery
Instructions" below, please send the Exchange Notes (and, if applicable,
substitute
4
certificates representing Original Notes for any Original Notes not exchanged)
to the undersigned at the address shown above in the box entitled "Description
of Original Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF ORIGINAL
NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THOSE
ORIGINAL NOTES AS DESCRIBED IN THAT BOX.
5
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Original Notes not tendered and/or
Exchange Notes are to be issued in the name of and sent to someone other than
the person(s) whose signature(s) appear(s) on this Letter of Transmittal above,
or if Original Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at DTC, Euroclear
or Clearstream other than the account indicated above.
Issue: Exchange Notes and/or Original Notes to:
Name(s):
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Original Notes delivered by book-entry transfer to the
DTC, Euroclear or Clearstream account set forth below.
- --------------------------------------------------------------------------------
(DTC, EUROCLEAR OR CLEARSTREAM ACCOUNT NUMBER, IF APPLICABLE)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Original Notes not tendered and/or
Exchange Notes are to be sent to someone other than the person(s) whose
signature(s) appear(s) on this Letter of Transmittal above or to such person(s)
at an address other than shown in the box entitled "Description of Original
Notes" on this Letter of Transmittal above.
Mail: Exchange Notes and/or Original Notes to:
Name(s):
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
IMPORTANT: THIS LETTER OF TRANSMITTAL, OR A FACSIMILE HEREOF, OR AN AGENT'S
MESSAGE (TOGETHER WITH THE CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
Dated:
- -------------------------------------------------------------------------, 2002
<Table>
x: -------------------------------------, 2002
- -------------------------------------
x: -------------------------------------, 2002
- -------------------------------------
(SIGNATURE(S) OF OWNER(S)) (DATE)
</Table>
Area Code and Telephone Number:
- --------------------------------------------------------------------------------
If a holder is tendering any Original Notes, this Letter of Transmittal
must be signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for the Original Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If
signature is by trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth full
title. See Instruction 4.
Name(s):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
- --------------------------------------------------------------------------------
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
- --------------------------------------------------------------------------------
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURES)
- --------------------------------------------------------------------------------
(PRINTED NAME)
- --------------------------------------------------------------------------------
(TITLE)
Dated:
- --------------------------------------------------------------------------, 2002
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
REGISTERED 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013 FOR
OUTSTANDING 7 1/4% SENIOR SUBORDINATED NOTES DUE 2013
OF LAMAR MEDIA CORP.
1. Delivery of this Letter of Transmittal and Original Notes; Guaranteed
Delivery Procedures. A holder of Original Notes may tender the same by (i)
properly completing and signing this Letter of Transmittal or a facsimile
thereof (all references in the Prospectus to the Letter of Transmittal shall be
deemed to include a facsimile thereof) and delivering the same, together with
the certificate or certificates, if applicable, representing the Original Notes
being tendered and any required signature guarantees and any other documents
required by this Letter of Transmittal, to the Exchange Agent at its address set
forth above on or prior to the Expiration Date, or (ii) complying with the
procedure for book-entry transfer described below, or (iii) complying with the
guaranteed delivery procedures described below. Original Notes tendered hereby
must be in denominations of principal amount of $1,000 and any integral multiple
thereof.
The Exchange Agent will make a request to establish an account with respect
to the Original Notes at The Depositary Trust Company ("DTC") for purposes of
the Exchange Offer promptly after the date of the Prospectus. Any financial
institution that is a participant in DTC's system, including Euroclear and
Clearstream, 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 Automated Tender Offer Program procedures for such
transfer. However, although delivery of Original Notes may be effected through
book-entry transfer at DTC, an Agent's Message (as defined in the next
paragraph) in connection with a book-entry transfer and any other required
documents, must, in any case, be transmitted to and received by the Exchange
Agent at the address specified on the cover page of this Letter of Transmittal
on or prior to the Expiration Date or the guaranteed delivery procedures
described below must be compiled with.
A Holder may tender Original Notes that are held through DTC by
transmitting its acceptance through DTC's Automatic Tender Offer Program
("ATOP"), for which the transaction will be eligible, and DTC will then edit and
verify the acceptance and send an Agent's Message to the Exchange Agent for its
acceptance. The term "Agent's Message" means a message transmitted by DTC to,
and received by, the Exchange Agent and forming part of the book-entry
confirmation, which states that DTC, Euroclear or Clearstream has received an
express acknowledgment from the participant tendering the Original Notes that
such participant has received the Letter of Transmittal and agrees to be bound
by the terms of the Letter of Transmittal, and that the Company may enforce such
agreement against such participant. Delivery of an Agent's Message will also
constitute an acknowledgment from the tendering DTC participant that the
representations and warranties set forth in this Letter of Transmittal are true
and correct.
DELIVERY OF THE AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE
EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE
PARTICIPANT IDENTIFIED IN THE AGENT'S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT
THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH ATOP.
Holders of Original Notes whose certificates for Original Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Original Notes pursuant to the guaranteed delivery procedures set
forth in "The exchange offer -- Exchange offer procedures -- Guaranteed delivery
procedures" section of the Prospectus. Pursuant to such procedures,
(i) such tender must be made through an Eligible Institution (as defined in
Instruction 4 below),
8
(ii) prior to the Expiration Date, the Exchange Agent must receive from
such Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery, substantially in the form provided by
the Company (by facsimile transmission, mail or hand delivery or a
properly transmitted Agent's Message in lieu of Notice of Guaranteed
Delivery), setting forth the name and address of the holder of
Original Notes, the certificate number or numbers of such Original
Notes and the principal amount of Original Notes tendered, stating
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 or facsimile transmission by the Eligible Institution,
the Letter of Transmittal (or facsimile thereof), together with the
Original Notes tendered or a book-entry confirmation and any other
documents required by this Letter of Transmittal will be deposited by
the Eligible Institution with the Exchange Agent, and
(iii) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the Original Notes tendered or a
book-entry confirmation and all other documents required by this
Letter of Transmittal, are received by the Exchange Agent within five
business days after the Expiration Date.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL NOTES
AND ALL OTHER REQUIRED DOCUMENTS, OR BOOK-ENTRY TRANSFER AND TRANSMISSION OF AN
AGENT'S MESSAGE BY A DTC PARTICIPANT, ARE AT THE ELECTION AND RISK OF THE
TENDERING HOLDERS. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS
USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD
BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION
DATE. NO LETTER OF TRANSMITTAL OR ORIGINAL NOTES SHOULD BE SENT TO THE COMPANY
OR DTC. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES OR NOMINEES TO EFFECT THE TENDERS FOR SUCH HOLDERS. SEE "THE
EXCHANGE OFFER" SECTION OF THE PROSPECTUS.
2. Partial Tenders; Withdrawals. If less than all of the Original Notes
evidenced by a submitted certificate are to be tendered, the tendering holder(s)
should fill in the aggregate principal amount of Original Notes tendered in the
box entitled "Description of Original Notes -- Principal Amount Tendered." A
newly issued certificate for the Original Notes submitted but not tendered will
be sent to such holder as soon as practicable after the Expiration Date. All
Original Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date.
For a withdrawal to be effective, the Exchange Agent must receive a written
notice, which may be by telegram, telex, facsimile transmission or letter, of
withdrawal at the address set forth above.
Any notice of withdrawal must:
- specify the name of the person who deposited the Original Notes to be
withdrawn,
- identify the Original Notes to be withdrawn, including the certificate
number or numbers (if applicable) and principal amount of the Original
Notes to be withdrawn,
- be signed by the person who tendered the Original Notes in the same
manner as the original signature on the Letter of Transmittal, including
any required signature guarantees, and
- specify the name in which any Original Notes are to be re-registered, if
different from that of the withdrawing holder.
The Exchange Agent will return the properly withdrawn Original Notes
without cost to the holder as soon as practicable following receipt of notice of
withdrawal. If Original Notes have been tendered pursuant to the procedure for
book-entry transfer, any notice of withdrawal must specify the name and
9
number of the account at the book-entry transfer facility to be credited with
the withdrawn Original Notes or otherwise comply with the book-entry transfer
facility's procedures. All questions as to the validity, form and eligibility,
including time of receipt, of any notice of withdrawal will be determined by the
Company, in its sole discretion, and such determination will be final and
binding on all parties.
3. Tender by Holder. Except in limited circumstances, only a DTC
participant listed on a DTC securities position listing may tender Original
Notes in the Exchange Offer. Any beneficial owner of Original Notes who is not
the registered holder and is not a DTC participant and who wishes to tender
should arrange with such registered holder to execute and deliver this Letter of
Transmittal on such beneficial owner's behalf or must, prior to completing and
executing this Letter of Transmittal and delivering his, her or its Original
Notes, either make appropriate arrangements to register ownership of the
Original Notes in such beneficial owner's name or obtain a properly completed
bond power from the registered holder or properly endorsed certificates
representing such.
4. Signatures on this Letter of Transmittal, Bond Powers and Endorsements;
Guarantee of Signatures. If this Letter of Transmittal is signed by the
registered holder of the Original Notes tendered hereby, the signature must
correspond exactly with the name as written on the face of the certificates
without alteration, enlargement or any change whatsoever.
If any tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the registered holder
(including any DTC participant whose name appears on a security position listing
as the owner of the Original Notes) of the Original Notes specified herein and
tendered hereby, no endorsements of certificates or separate bond powers are
required. If, however, the Exchange Notes are to be issued to a person other
than the registered holder, then endorsements of any certificates transmitted
hereby or separate bond powers are required. Signatures on such certificate(s)
must be guaranteed by an Eligible Institution (as defined below).
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any Original Notes specified therein, such
certificate(s) must be endorsed by such registered holder(s) or accompanied by
separate written instruments of transfer or endorsed in blank by such registered
holder(s) exchange in form satisfactory to the Company and duly executed by the
registered holder, in either case signed exactly as such registered holder(s)
name or names appear(s) on the Original Notes.
If this Letter of Transmittal or any certificates of Original Notes or
separate written instruments of transfer or exchange are signed or endorsed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and, unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with the Letter of Transmittal.
Signature on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution unless the Original Notes
tendered pursuant thereto are tendered (i) by a registered holder (including any
participant in DTC whose name appears on a security position listing as the
owner of the Original Notes) who has not completed the box entitled "Special
Payment Instructions" or "Special Delivery Instructions" on the Letter of
Transmittal or (ii) for the account of an Eligible Institution. In the event
that signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantee must be by a member
firm of a registered national securities exchange or of the National Association
of Securities Dealers, Inc., a commercial bank or trust company having an office
or correspondent in the United States, or an "eligible guarantor institution"
within the meaning of Rule 17 Ad-15 under the Exchange Act (each of the
foregoing an "Eligible Institution").
10
5. Special Issuance and Delivery Instructions. Tendering holders of
Original Notes should indicate in the applicable box the name and address to
which Exchange Notes issued pursuant to the Exchange Offer are to be issued or
sent, if different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Original Notes by book-entry transfer may request
that Original Notes not exchanged be credited to such account maintained at DTC
as such holder may designate hereon. If no such instructions are given, such
Original Notes not exchanged will be returned to the name or address of the
person signing this Letter of Transmittal.
6. Tax Identification Number. Federal income tax law generally requires
that a tendering holder whose Original Notes are accepted for exchange must
provide the Company (as payor) with such holder's correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such holder is an
individual, the TIN is his or her social security number. If the Company is not
provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, the holders of the Exchange Notes may be subject to backup
withholding on all reportable payments made after the exchange. The backup
withholding rate is 30% for the years 2002 and 2003, 29% for the years 2004 and
2005, and 28% thereafter.
Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
Under the federal income tax laws, payments that may be made by the Company
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to backup withholding at the rates listed above. To prevent backup
withholding, each tendering holder of Original Notes must provide its correct
TIN by completing the "Substitute Form W-9" set forth below, certifying that the
TIN provided is correct (or that such holder is awaiting a TIN) and that (i) the
holder is exempt from backup withholding, (ii) the holder has not been notified
by the Internal Revenue Service that such holder is subject to a backup
withholding as a result of a failure to report all interest or dividends or
(iii) the Internal Revenue Service has notified the holder that such holder is
no longer subject to backup withholding. If the tendering holder of Original
Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Company a completed Form W-8, Certificate
of Foreign Status. These forms may be obtained from the Exchange Agent. If the
Original Notes are in more than one name or are not in the name of the actual
owner, such holder should consult the W-9 Guidelines for information on which
TIN to report. If such holder does not have a TIN, such holder should consult
the W-9 Guidelines for instructions on applying for a TIN, check the box in Part
2 of the Substitute Form W-9, write "applied for" in lieu of its TIN and
complete the Certificate of Awaiting Taxpayer Identification Number. Note:
checking this box or writing "applied for" on the form means that such holder
has already applied for a TIN or that such holder intends to apply for one in
the near future. If a holder checks the box in Part 2 of the Substitute Form W-9
or writes "applied for" on that form, backup withholding at the applicable rate
will nevertheless apply to all reportable payments made to such holder. If such
a holder furnishes its TIN to the Company within 60 days, however, any amounts
so withheld shall be refunded to such holder. If, however, the holder has not
provided the Company with its TIN within such 60-day period, the Company will
remit such previously retained amounts to the IRS as backup withholding.
Backup withholding is not an additional federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.
7. Transfer Taxes. Holders who tender their Original Notes for exchange
will not be obligated to pay any transfer taxes in connection therewith. 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
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hereby, or if tendered Original Notes are registered in the name of any person
other than the person signing this Letter of Transmittal, or if a transfer tax
is imposed for any reason other than the exchange of Original Notes in
connection with the Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered holder or any other persons) will be payable
by the tendering holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer taxes
will be billed directly to such tendering holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Original Notes specified in this Letter
of Transmittal.
8. Waiver of Conditions. The Company reserves the right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
9. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Original Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Original Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Original Notes nor shall any of them incur any liability for failure to give any
such notice.
10. Mutilated, Lost, Stolen or Destroyed Original Notes. Any holder whose
Original Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
11. Requests for Assistance or Additional Copies. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
<Table>
- -------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME: LAMAR MEDIA CORP.
- -------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. For
individuals, this is your Social Security Number TIN: -------------------------
(SSN). For sole proprietors, see the Instructions in Social Security Number
the enclosed Guidelines. For other entities, it is
your Employer Identification Number (EIN). If you do OR --------------------------
not have a number, see how to get a TIN in the Employer Identification
enclosed Guidelines. Number
PART 2 -- TIN Applied For [ ]
--------------------------------------------------------------------------------------------
Certification -- Under penalties of perjury, I certify that:
DEPARTMENT OF THE
TREASURY INTERNAL (1) the number shown on this form is my correct Taxpayer Identification Number (or I am
REVENUE SERVICE waiting for a number to be issued to me),
PAYOR'S REQUEST FOR (2) I am not subject to backup withholding because (a) I am exempt from backup
TAXPAYER IDENTIFICATION withholding, (b) I have not been notified by the Internal Revenue Service (the "IRS") that
NUMBER ("TIN") AND I am subject to backup withholding as a result of a failure to report all interest or
CERTIFICATION dividends, or (c) the IRS has notified me that I am no longer subject to backup
withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
- -------------------------------------------------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to
backup withholding because of underreporting of interest or dividends on your tax returns and you have not been notified
by the IRS that you are no longer subject to backup withholding. The Internal Revenue Service does not require your
consent to any provisions of this document other than the certifications required to avoid backup withholding.
- -------------------------------------------------------------------------------------------------------------------------
Signature ---------------------------------------- Date --------------------
- -------------------------------------------------------------------------------------------------------------------------
</Table>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, a percentage
(currently 30%) of all reportable cash payments made to me thereafter will be
withheld until I provide a number and such retained amounts will be remitted to
the Internal Revenue Service as backup withholding.
Signature: -------------------------------------- Date: -----------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
FROM ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
13