UNITED STATES
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

LAMAR ADVERTISING COMPANY

(Exact name of registrant as specified in its charter)

Delaware		0-30242		72-1449411
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 Other Events.

On July 3, 2007, Lamar Advertising Company (“Lamar”) issued a press release announcing the final results of its exchange offer with respect to Lamar’s 2 ⁷/₈% Convertible Notes due 2010. The press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.		Description
99.1		Press Release of Lamar Advertising Company dated July 3, 2007.

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 3, 2007		LAMAR ADVERTISING COMPANY
		By:		/s/ Keith A. Istre
				Keith A. Istre
				Treasurer and Chief Financial Officer

EXHIBIT INDEX

Exhibit
No.		Description
99.1		Press Release of Lamar Advertising Company dated July 3, 2007.

Exhibit 99.1

5551 Corporate Boulevard
Baton Rouge, LA 70808

Lamar Advertising Company Announces
Final Results of Exchange Offer for
Its Outstanding 2 ⁷/₈% Convertible Notes Due 2010

Baton Rouge, LA — July 3, 2007 – Lamar Advertising Company (NASDAQ: LAMR) (“Lamar”), a leading owner and operator of outdoor advertising and logo sign displays, today announced the final results of its offer to exchange all of its outstanding 2 ⁷/₈% Convertible Notes due 2010 (the “outstanding notes”), for an equal amount of newly issued 2 ⁷/₈% Convertible Notes due 2010—Series B (the “new notes”) and cash. The offer expired at midnight, New York City time (Eastern Standard Time), on Wednesday, June 27, 2007 (the “expiration date”).

Lamar accepted for exchange $287,209,000 aggregate principal amount of outstanding notes, representing approximately 99.9 percent of the total outstanding notes. In accordance with the terms of the exchange offer, Lamar has accepted for exchange all of the validly tendered outstanding notes. The settlement and exchange of new notes and payment of cash for the outstanding notes will be made promptly. Immediately following consummation of the exchange offer, approximately $291,000 aggregate principal amount of outstanding notes will remain outstanding.

The dealer manager for the exchange offer is Wachovia Securities. The exchange agent for the exchange offer is The Bank of New York Trust Company, N.A. The information agent for the exchange offer is The Altman Group, Inc. Additional details regarding the exchange offer are described in the prospectus relating to the exchange offer. Copies of the prospectus may be obtained from The Altman Group, Inc. The Altman Group, Inc.’s contact information is as follows:

The Altman Group, Inc.
1200 Wall Street West
3rd Floor
Lyndhurst, NJ 07071
Holders call toll-free: (866) 416-0551
Banks and Brokers call: (201) 806-7300
Fax: (201) 460-0050

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sales of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.