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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
NOVEMBER 15, 2000
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-30242 72-1449411
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUGE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER
In order to furnish certain exhibits for incorporation by reference
into the Registration Statement on Form S-3 of Lamar Advertising Company
previously filed with Securities and Exchange Commission (File No. 333-48288),
which Registration Statement was declared effective by the Commission on
November 2, 2000, Lamar Advertising Company is filing an Underwriting Agreement
dated November 15, 2000 between Lamar and Morgan Stanley & Co. Incorporated as
Exhibit 1.2 to such Registration Statement and an opinion of Palmer & Dodge LLP,
counsel to the Company, regarding the validity of 4,500,000 shares of the
Company's Class A common stock, $.001 par value per share, to be sold by the
Company pursuant to such Underwriting Agreement as Exhibit 5.2 to such
Registration Statement.
The shares will be offered to the public at a price of $45.00 per
share. Lamar plans to use the proceeds to repay certain debt, finance
acquisitions and for general corporate working capital purposes. The offering is
expected to close on Monday, November 20, 2000.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.2 Underwriting Agreement dated November 15, 2000
between Lamar Advertising Company and Morgan Stanley
& Co. Incorporated. Filed herewith.
5.2 Opinion of Palmer & Dodge LLP. Filed herewith.
23.7 Consent of Palmer & Dodge LLP (included as part of
their opinion filed herewith.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 15, 2000 LAMAR ADVERTISING COMPANY
By: /s/ Keith A. Istre
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Keith A. Istre
Treasurer and Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
1.2 Underwriting Agreement dated November 15, 2000
between Lamar Advertising Company and Morgan Stanley
& Co. Incorporated. Filed herewith.
5.2 Opinion of Palmer & Dodge LLP. Filed herewith.
23.7 Consent of Palmer & Dodge LLP (included as part of
their opinion filed herewith.)
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