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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):
JULY 28, 1999
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-20833 72-1449411
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
5551 CORPORATE BOULEVARD, BATON ROUTE, LOUISIANA 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrant's telephone number, including area code)
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CO-REGISTRANT
<TABLE>
<CAPTION>
State or other
Jurisdiction of IRS Employer
Exact Name of Registrant Incorporation or Identification
as Specified in its Charter Organization Number
- --------------------------- ---------------- --------------
<S> <C> <C>
Lamar Media Corp. Delaware 72-1205791
</TABLE>
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ITEM 5. OTHER EVENTS.
Lamar Advertising Company has commenced a public offering of $250,000,000 of
convertible notes. Filed herewith as Exhibit 99.1 is a copy of a press release
that was issued today describing the offering.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release issued by the registrant on July 28, 1999.
2
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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: July 28, 1999 LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly, Jr.
-------------------------------------
Kevin P. Reilly, Jr.
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
99.1 Press release issued by the registrant on July 28, 1999.
</TABLE>
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EXHIBIT 99.1
Lamar Advertising Company
5551 Corporate Blvd.
Baton Rouge, LA 70808
Company Contact: Keith Istre, CFO
(225) 926-1000
Lamar Announces $250 Million
Convertible Notes Offering
BATON ROUGE, La - (BUSINESS WIRE) --- July 28, 1999 --- Lamar Advertising
Company (NASDAQ: LAMR) announced that it has commenced an offering of
$250,000,000 of Convertible Notes through Goldman Sachs & Co., Deutsche Banc
Alex. Brown, Morgan Stanley Dean Witter and Salomon Smith Barney as
underwriters. The proceeds of the Convertible Notes will be used to pay
existing bank debt.
Lamar previously announced a holding company restructuring to provide
additional financing flexibility. The Convertible Notes are planned to be
issued by the new holding company.
As earlier reported, Lamar has agreed to purchase the outdoor advertising
business of Chancellor Media Outdoor Advertising Corporation for $700 million
in cash and 26,227,273 shares of Lamar Class A Common Stock, subject to
satisfaction of certain closing conditions. Lamar expects to fund the cash
portion of the purchase price with bank loans under a new credit facility which
it expects to put in place.
The offering of the Convertible Notes is being made only by means of a
prospectus, a copy of which may be obtained from any of the underwriters. The
sale of the Convertible Notes is expected to take place on or about August 9,
1999.
Lamar Advertising Company is a leading outdoor advertising company
currently operating 107 outdoor advertising companies in 36 states, logo
franchises in 20 states and the province of Ontario, Canada and 23 transit
advertising franchises in nine states.
