LAMAR CHARLES W III
SC 13G/A, 2000-02-11
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<PAGE>   1


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

                                  SCHEDULE 13G
                                 (RULE 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED
                              PURSUANT TO 13d-2(b)
                               (AMENDMENT NO. 4)*

                            LAMAR ADVERTISING COMPANY
                                (Name of Issuer)

                     CLASS A COMMON STOCK, $0.001 PAR VALUE
                         (Title of Class of Securities)

                                   512815-10-1
                                 (CUSIP Number)




- --------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).


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CUSIP No. 512815-10-1                 13G                     Page 2 of 6 Pages

- --------------------------------------------------------------------------------
1           NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

            Charles W. Lamar III
- --------------------------------------------------------------------------------
2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [ ]
                                                                         (b) [ ]
- --------------------------------------------------------------------------------
3           SEC USE ONLY

- --------------------------------------------------------------------------------
4           CITIZENSHIP OR PLACE OF ORGANIZATION

            United States of America
- --------------------------------------------------------------------------------
                          5         SOLE VOTING POWER
       NUMBER OF
         SHARES                     3,265,542
      BENEFICIALLY        ------------------------------------------------------
        OWNED BY          6         SHARED VOTING POWER
          EACH
       REPORTING                    1,300,717
         PERSON           ------------------------------------------------------
          WITH            7         SOLE DISPOSITIVE POWER

                                    3,265,542
                          ------------------------------------------------------
                          8         SHARED DISPOSITIVE POWER

                                    1,300,717
- --------------------------------------------------------------------------------
9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            4,566,259
- --------------------------------------------------------------------------------
10          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
            SHARES*                                                         [ ]

- --------------------------------------------------------------------------------
11          PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            6.4%
- --------------------------------------------------------------------------------
12          TYPE OF REPORTING PERSON*

            IN
- --------------------------------------------------------------------------------


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CUSIP No. 512815-10-1                 13G                     Page 3 of 6 Pages


ITEM 1(a).        NAME OF ISSUER:
         Lamar Advertising Company

ITEM 1(b).        ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

         5551 Corporate Boulevard
         Baton Rouge, Louisiana 70808

ITEM 2(a).        NAME OF PERSON FILING:

         Charles W. Lamar III

ITEM 2(b).        ADDRESS OF PRINCIPAL BUSINESS OFFICES OR, IF NONE, RESIDENCE:

         c/o The Lamar Corporation
         5551 Corporate Boulevard
         Baton Rouge, LA  70808

ITEM 2(c).        CITIZENSHIP:

         United States of America.

ITEM 2(d).        TITLE OF CLASS OF SECURITIES:

         Class A Common Stock, $0.001 par value per share.

ITEM 2(e).        CUSIP NUMBER:

         512815-10-1

ITEM 3.           IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR
                  13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

         (a) [ ] Broker or dealer registered under Section 15 of the Exchange
                 Act.

         (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.

         (c) [ ] Insurance company as defined in Section 3(a)(19) of the
                 Exchange Act.

         (d) [ ] Investment Company registered under Section 8 of the
                 Investment Company Act.

         (e) [ ] An investment adviser in accordance with Rule
                 13d-1(b)(1)(ii)(E);

         (f) [ ] An employee benefit plan or endowment fund in accordance with
                 Rule 13d-1(b)(1)(ii)(F);



<PAGE>   4

CUSIP No. 512815-10-1                 13G                      Page 4 of 6 Pages


         (g) [ ] A parent holding company or control person in accordance with
                 Rule 13d-1(b)(1)(ii)(G);

         (h) [ ] A savings association as defined in Section 3(b) of the
                 Federal Deposit Insurance Act;

         (i) [ ] A church plan that is excluded from the definition of an
                 investment company under Section 3(c)(14) of the Investment
                 Company Act;

         (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

         If this statement is filed pursuant to Rule 13d-1(c), check this box.
         [ ]

Not applicable.

ITEM 4.           OWNERSHIP (AS OF DECEMBER 31, 1999).

         Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

         (a)      Amount beneficially owned:

                  4,566,259(1)

         (b)      Percent of class:

                  6.4%

         (c)      Number of shares as to which such person has:

                  (i)      Sole power to vote or direct the vote:

                           3,265,542

                  (ii)     Shared power to vote or direct the vote:

                           1,300,717


- ---------------------
(1) Includes 1,289,967 shares held in trust for the benefit of Mr. Lamar's minor
children and 10,750 shares held by his wife. The filing of this statement shall
not be construed as an admission that Mr. Lamar is the beneficial owner of any
of such shares.



<PAGE>   5


CUSIP No. 512815-10-1                 13G                     Page 5 of 6 Pages


                  (iii)    Sole power to dispose or to direct the disposition
                           of:

                           3,265,542

                  (iv)     Shared power to dispose or to direct the disposition
                           of:

                           1,300,717

ITEM 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

         If this statement is being filed to report the fact that as of the date
hereof the reporting person had ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [  ].

ITEM 6.           OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
                  PERSON.

         Not applicable.

ITEM 7.           IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
                  ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
                  COMPANY.

         Not applicable.

ITEM 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

         Not applicable.

ITEM 9.           NOTICE OF DISSOLUTION OF GROUP.

         Not applicable.

ITEM 10.          CERTIFICATION.

         Not applicable.




<PAGE>   6

CUSIP No. 512815-10-1                 13G                      Page 6 of 6 Pages



                                    SIGNATURE


         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated:  February 7, 2000


                                              /s/ CHARLES W. LAMAR III
                                              ----------------------------------
                                              Charles W. Lamar III





         The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Note. Six copies of this statement, including all exhibits, should be filed with
the Commission.

Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).




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