LAMAR ADVERTISING CO
8-A12G, 1996-06-07
ADVERTISING AGENCIES
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<PAGE>   1
                   U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

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

                                  FORM 8-A

              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                  PURSUANT TO SECTION 12(b) or 12(g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

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

                          LAMAR ADVERTISING COMPANY
           ------------------------------------------------------
           (Exact name of Registrant as Specified in its Charter)




               DELAWARE                                 72-1205791             
- ----------------------------------------    ------------------------------------
(State of Incorporation or Organization)    (I.R.S. Employer Identification No.)
                                           

      5551 CORPORATE BLVD., BATON ROUGE, LOUISIANA              70808   
      --------------------------------------------            ----------
        (Address of Principal Executive Offices)              (Zip Code)




<TABLE>                                         
                                                
<S>                                              <C>
 If this Form relates to the registration of     If this Form relates to the registration of
 a class of debt securities and is effective     a class of debt securities and is to become
 upon filing pursuant to General Instruction     effective simultaneously with the
 A(c)(1) please check the following box. [ ]     effectiveness of a concurrent registration
                                                 statement under the Securities Act of 1933
                                                 pursuant to General Instruction A(c)(2)
                                                 please check the following box.  [ ]
</TABLE>                                        


SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

        Title of Each Class             Name of Each Exchange on Which
        to be so Registered             Each Class is to be Registered
        -------------------             ------------------------------
                        
               None                                 None                 
        -------------------             ------------------------------

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     CLASS A COMMON STOCK, $0.001 PAR VALUE
                     --------------------------------------
                                (Title of Class)
<PAGE>   2



                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The description of the shares of Class A Common Stock of Lamar
Advertising Company (the "Registrant") registered hereby is contained under the
caption "Description of Capital Stock" on page 43 of the Registrant's
Registration Statement on Form S-1 initially filed with the Securities and
Exchange Commission on June 7, 1996 under the Securities Act of 1933, as
amended, and is hereby incorporated by reference pursuant to Rule 12b-32 of the
Securities Exchange Act of 1934, as amended.

ITEM 2.    EXHIBITS.

1.     Amended and Restated Certificate of Incorporation of the Registrant.  To
be filed as Exhibit 3.1 to an amendment to the Registrant's Registration
Statement on Form S-1.  Upon filing of such amendment, the Registrant will file
an amendment to this Registration Statement to incorporate herein by reference
such exhibit.

2.     By-Laws of the Registrant, as amended. To be filed as Exhibit 3.2 to an
amendment to the Registrant's Registration Statement on Form S-1.  Upon filing
of such amendment, the Registrant will file an amendment to this Registration
Statement to incorporate herein by reference such exhibit.

3.     Specimen certificate for shares of Class A Common Stock, $0.001 par
value per share, of the Registrant.  To be filed as Exhibit 4.1 to an amendment
to the Registrant's Registration Statement on Form S-1.  Upon filing of such
amendment, the Registrant will file an amendment to this Registration Statement
to incorporate herein by reference such exhibit.

4.     1996 Stock Option Plan.  To be filed as Exhibit 10.13 to an amendment
the Registrant's Registration Statement on Form S-1.  Upon filing of such
amendment, the Registrant will file an amendment to this Registration Statement
to incorporate herein by reference such exhibit.


                                   SIGNATURE


       Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                              LAMAR ADVERTISING COMPANY
                                
                                
Date:  June 7, 1996                            By:  /s/ Kevin P. Reilly, Jr.
                                               Name:    Kevin P. Reilly, Jr.
                                               Title:   President
                                
                                



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