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): DECEMBER 13, 2002 LAMAR MEDIA CORP. (Exact name of registrant as specified in its charter) DELAWARE 0-20833 72-1205791 (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) CO-REGISTRANT Exact name of registrant as specified in State or other jurisdiction of IRS Employer its charter incorporation Identification No. ----------- ------------- ------------------ LAMAR ADVERTISING COMPANY DELAWARE 72-1449411
ITEM 5. OTHER EVENTS. Lamar Media Corp. has announced that it intends to offer $260 million in senior subordinated notes in a private placement, subject to market and other conditions. The net proceeds of the offering will be used, together with available cash, to redeem all of the outstanding $255 million principal amount of Lamar Media's 9 5/8% Senior Subordinated Notes due 2006. Filed herewith as Exhibit 99.1 is a copy of a press release that was issued today describing the anticipated offering. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press release issued by the registrant on December 13, 2002. ITEM 9. REGULATION FD DISCLOSURE. In connection with the offering referenced in Item 5 above, the Company is informing investors that it is in the process of replacing its existing bank credit facility. It is expected that the new bank credit facility will be comprised of a $300 million revolving bank credit facility and a $1 billion term facility and will be completed in the early part of 2003. 2
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: December 13, 2002 LAMAR ADVERTISING COMPANY By: /s/ Keith Istre ----------------------------- Keith Istre Chief Financial Officer Date: December 13, 2002 LAMAR MEDIA CORP. By: /s/ Keith Istre ----------------------------- Keith Istre Chief Financial Officer 3
LAMAR MEDIA CORP. 5551 CORPORATE BOULEVARD BATON ROUGE, LA 70808 LAMAR MEDIA CORP. TO OFFER $260 MILLION IN SENIOR SUBORDINATED NOTES Baton Rouge, LA - Friday, December 13, 2002 - Lamar Media Corp., a wholly-owned subsidiary of Lamar Advertising Company (NASDAQ: LAMR), today announced that it intends to offer $260 million in senior subordinated notes in a private placement, subject to market and other conditions. The net proceeds of the offering will be used, together with available cash, to redeem all of the outstanding $255 million principal amount of Lamar Media's 9 5/8% Senior Subordinated Notes due 2006. This announcement is neither an offer to sell nor a solicitation to buy any of the notes. The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside of the United States in accordance with Regulation S under the Securities Act. Unless so registered, the notes may not be sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release contains forward-looking statements regarding Lamar Media's ability to complete the offering and redeem its 9 5/8% Senior Subordinated Notes due 2006. These forward-looking statements involve a number of risks and uncertainties. Among important factors that could cause actual results to differ materially from those indicated in such forward-looking statements are uncertainties relating to market conditions for corporate debt securities in general and our notes in particular.