LAMAR ADVERTISING CO
SC 13G/A, 1999-02-16
ADVERTISING AGENCIES
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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. 3)*

                            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).


<PAGE>   2

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


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

            Mary Lee Lamar Dixon
- ----------- --------------------------------------------------------------------------------------------------------
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                     1,490,077
      BENEFICIALLY
        OWNED BY
          EACH
       REPORTING
         PERSON
          WITH
                          --------- --------------------------------------------------------------------------------
                          6         SHARED VOTING POWER

                                    817,821
                          --------- --------------------------------------------------------------------------------
                          7         SOLE DISPOSITIVE POWER

                                    1,490,077
                          --------- --------------------------------------------------------------------------------
                          8         SHARED DISPOSITIVE POWER

                                    817,821
- ----------- --------------------------------------------------------------------------------------------------------
9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            2,307,898
- ----------- --------------------------------------------------------------------------------------------------------
10          CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*                              [ ]


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

            5.3%
- ----------- --------------------------------------------------------------------------------------------------------
12          TYPE OF REPORTING PERSON*

            IN
- ----------- --------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>   3


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

NOTE: This is a corrective filing that is intended to supersede Amendment No. 2
to this Schedule 13 G/A filed on February 11, 1999.

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:

     Mary Lee Lamar Dixon

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, 1998).

     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:

         2,307,898

     (b) Percent of class:

         5.3%

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

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

               1,490,077

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

              817,821

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

               1,490,077

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

               817,821


<PAGE>   5

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


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 16, 1999



                                                      /s/ Mary Lee Lamar Dixon 
                                                     ---------------------------
                                                      Mary Lee Lamar Dixon





     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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