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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):
JUNE 4, 2001
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-30242 72-1449411
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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
two Registration Statements on Form S-3 of Lamar Advertising Company previously
filed with Securities and Exchange Commission (File No. 333-48288 and File No.
333-45490), which Registration Statements were declared effective by the
Commission on September 21, 2000 and November 2, 2000, respectively, Lamar
Advertising Company is filing an Underwriting Agreement dated June 4, 2001 among
Lamar, AMFM Operating Inc. and Deutsche Banc Alex. Brown Inc. The Underwriting
Agreement relates to the sale of 8,000,000 shares of Lamar Class A common stock
by AMFM to Deutsche Banc Alex. Brown Inc., as underwriter, for $40.00 per share.
The underwriter has exercised its option under the Underwriting Agreement to
purchase an additional 1,200,000 shares for $40.00 per share from the Company to
cover over-allotments. The offering of the shares will only be made by means of
a prospectus, a copy of which can be obtained from Deutsche Banc Alex. Brown
Inc., One South Street, Baltimore, Maryland 21202. After the sale closes, AMFM
will own 10,365,073 shares of Lamar Class A common stock, all of which must be
disposed of prior to January 1, 2003, under the terms of a consent decree with
the United States Department of Justice.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.2 Underwriting Agreement dated June 4, 2001 among Lamar, AMFM
Operating Inc. and Deutsche Banc Alex. Brown Inc. Filed
herewith.
5.3 Opinion of Palmer & Dodge LLP. Filed herewith.
23.8 Consent of Palmer & Dodge LLP (included as part of their opinion
filed herewith.)
23.9 Consent of KPMG LLP. 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: June 6, 2001 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
EXHIBIT NO. DESCRIPTION
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1.2 Underwriting Agreement dated June 4, 2001 among Lamar, AMFM
Operating Inc. and Deutsche Banc Alex. Brown Inc. Filed herewith.
5.3 Opinion of Palmer & Dodge LLP. Filed herewith.
23.8 Consent of Palmer & Dodge LLP (included as part of their opinion filed
herewith.)
23.9 Consent of KPMG LLP. Filed herewith.