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): MAY 29, 2003 LAMAR ADVERTISING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 0-30242 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)
EXPLANATORY NOTE A Form 8-K that reported these events was previously filed by our wholly owned subsidiary Lamar Media Corp. on June 2, 2003 ITEM 5. OTHER EVENTS. On May 30, 2003, our wholly owned subsidiary Lamar Media Corp. (the "Company") issued a press release announcing the pricing of its institutional private placement of $125 million senior subordinated notes. In accordance with Rule 135(c) of the Securities Act of 1933, the Company hereby files as Exhibit 99.1 a copy of the Company's press release dated May 30, 2003 and hereby files as Exhibit 99.2 a copy of the Company's press release dated May 29, 2003. ITEM 7. EXHIBITS. The following exhibits are filed herewith: Exhibit 99.1 Press Release dated May 30, 2003 Exhibit 99.2 Press release dated May 29, 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: June 5, 2003 LAMAR ADVERTISING COMPANY By: /s/ Keith Istre ---------------------------------- Keith Istre Chief Financial Officer 3
EXHIBIT INDEX Exhibit 99.1 Press Release dated May 30, 2003 Exhibit 99.2 Press Release dated May 29, 2003 4
EXHIBIT 99.1 LAMAR MEDIA CORP. 5551 CORPORATE BOULEVARD BATON ROUGE, LA 70808 LAMAR MEDIA CORP. PRICES $125 MILLION IN SENIOR SUBORDINATED NOTES Baton Rouge, LA - Friday, May 30, 2003 - Lamar Media Corp., a wholly-owned subsidiary of Lamar Advertising Company (NASDAQ: LAMR), announced that it has agreed to sell an aggregate principal amount of $125 million of 7 1/4% senior subordinated notes due 2013 in an institutional private placement, as previously announced. The issue price is 103.661% to yield 6 5/8%, resulting in net proceeds of approximately $127.7 million. The notes will have the same terms and conditions as the 7 1/4% senior subordinated notes due 2013 issued by Lamar Media in December 2002. The net proceeds of the offering will be used to redeem $100 million of the outstanding $199 million principal amount of Lamar Media's 8 5/8% senior subordinated notes due 2007 and to prepay a portion of outstanding loans under the Company's credit facility. The closing of the offering is expected in mid June and is subject to customary terms and conditions. On May 29, 2003, Lamar Media called for redemption on June 28, 2003 $100 million principal amount of the outstanding 8 5/8% notes at the mandatory call price of 104.313% of the principal amount plus accrued and unpaid interest. 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, and 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. # # #
EXHIBIT 99.2 LAMAR MEDIA CORP. 5551 CORPORATE BOULEVARD BATON ROUGE, LA 70808 LAMAR MEDIA CORP. TO OFFER $125 MILLION IN SENIOR SUBORDINATED NOTES Baton Rouge, LA - Thursday, May 29, 2003 - Lamar Media Corp., a wholly-owned subsidiary of Lamar Advertising Company (NASDAQ: LAMR), today announced that it intends to offer up to $125 million in senior subordinated notes in an institutional private placement, subject to market and other conditions. The net proceeds of the offering will be used to redeem approximately $100 million of the outstanding $199 million principal amount of Lamar Media's 8 5/8% Senior Subordinated Notes due 2007 and for general corporate purposes. Lamar Media has the right to redeem all or a portion of the 8 5/8% notes at 104.313% of the principal amount plus accrued and unpaid interest. 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, and 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 a portion of its 8 5/8% Senior Subordinated Notes due 2007. 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. # # #