<SUBMISSION>
<ACCESSION-NUMBER>0000950134-00-007655
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>19990915
<ITEMS>5
<ITEMS>7
<FILING-DATE>20000906
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>LAMAR ADVERTISING CO/NEW
<CIK>0001090425
<ASSIGNED-SIC>7311
<IRS-NUMBER>850446801
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-30242
<FILM-NUMBER>717323
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>C/O LAMAR ADVERTISING COMPANY
<STREET2>5551 CORPORATE BOULEVARD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
<PHONE>2259261000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>C/O LAMAR ADVERTISING COMPANY
<STREET2>5551 CORPORATE BOULEVARD
<CITY>BATON ROUGE
<STATE>LA
<ZIP>70808
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>LAMAR NEW HOLDING CO
<DATE-CHANGED>19990716
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d80107e8-k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

<PAGE>   1
                       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):
                               SEPTEMBER 15, 1999




                            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 ROUGE, LOUISIANA 70808
              (Address of principal executive offices and zip code)

                                 (225) 926-1000
              (Registrants' telephone number, including area code)




<PAGE>   2


ITEM 5. OTHER EVENTS.

         On September 15, 1999, Lamar Media Corp. acquired all of the
outstanding capital stock of Chancellor Media Outdoor Corporation and Chancellor
Media Whiteco Outdoor Corporation (collectively "Chancellor Outdoor") for
consideration consisting of approximately $700 million of cash and 26,227,273
shares of Lamar Advertising Company Class A Common Stock valued at approximately
$947 million.

         In order to update the financial statements filed on a Form 8-K on July
7, 1999 as supplemented by Forms 8-K filed on November 23, 1999, and on
February 9, 2000 Lamar Advertising Company is filing this report to include
updated pro forma financial information of Lamar Advertising Company giving
effect to the acquisition.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

     (c)  Exhibits.

          99.1   Unaudited pro forma condensed consolidated statement of
                 operations of Lamar Advertising Company giving effect to the
                 Chancellor Outdoor acquisition for the year ended December 31,
                 1999. Filed herewith.





                                       2
<PAGE>   3


                                   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:  September 6, 2000             LAMAR ADVERTISING COMPANY


                                     By: /s/ KEITH A. ISTRE
                                        ----------------------------------------
                                        Keith A. Istre
                                        Treasurer and Chief Financial Officer






                                       3
<PAGE>   4


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>

EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
<S>               <C>
99.1              Unaudited pro forma condensed consolidated statement of
                  operations of Lamar Advertising Company giving effect to the
                  Chancellor Outdoor acquisition for the year ended December 31,
                  1999. Filed herewith.
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>d80107ex99-1.txt
<DESCRIPTION>UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.1

                            LAMAR ADVERTISING COMPANY


         UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENT

         The following sets forth unaudited pro forma condensed consolidated
financial information for Lamar Advertising Company ("Lamar"). The unaudited pro
forma condensed consolidated statement of operations for the year ended December
31, 1999 gives effect to the acquisition of Chancellor Outdoor as if the
transaction had occurred at the beginning of the period.

         For purposes of the pro forma financial information, the statement of
operations of Lamar for the year ended December 31, 1999 has been combined with
the statement of operations of Chancellor Outdoor for the period from January 1,
1999 to September 15, 1999.

         The unaudited pro forma condensed consolidated financial statements
give effect to the acquisitions under the purchase method of accounting. The pro
forma adjustments are described in the accompanying notes and are based on
preliminary estimates and certain assumptions that management of Lamar believes
reasonable under the circumstances.

         The unaudited pro forma condensed consolidated financial statements
have been prepared by Lamar's management. The unaudited pro forma data are not
designed to represent and do not represent what Lamar's results of operations or
financial position would have been had the aforementioned acquisition been
completed on or as of the dates assumed, and are not intended to project Lamar's
results of operations for any future period or as of any future date. The
unaudited pro forma condensed consolidated financial statement should be read in
conjunction with the audited and unaudited consolidated financial statements and
notes of Lamar, Chancellor Outdoor, Martin Media, Martin & Macfarlane, Inc.,
Whiteco and Outdoor Communications, Inc., included in the Current Report on Form
8-K filed by Lamar Advertising Company on July 7, 1999 as supplemented by the
Current Report on Form 8-K filed on November 23, 1999 and February 9, 2000.




<PAGE>   2


                            LAMAR ADVERTISING COMPANY
       UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1999
             (dollars in thousands, except share and per share data)


<TABLE>
<CAPTION>

                                                                                                       PRO FORMA
                                                             CHANCELLOR        ACQUISITION             COMBINED
                                            LAMAR             OUTDOOR          ADJUSTMENTS            AS ADJUSTED
                                         ------------       ------------       ------------          ------------
<S>                                      <C>                <C>                <C>                   <C>
Net revenues                             $    444,135       $    156,627       $     (4,141)(4)      $    596,621
                                         ------------       ------------       ------------          ------------

Direct advertising expenses                   143,090             84,583             (2,035)(4)           225,638
General and administrative
expenses                                       94,372              6,835                 --               101,207
Depreciation and amortization                 177,138             94,062             10,812(1)            282,012
                                         ------------       ------------       ------------          ------------
                                              414,600            185,480              8,777               608,857
                                         ------------       ------------       ------------          ------------

Operating income                               29,535            (28,853)           (12,918)              (12,236)
                                         ------------       ------------       ------------          ------------

Other expense (income):
Interest income                                (1,421)                --                 --                (1,421)
Interest expense                               89,619                171             23,440(2)            113,230
Gain on disposition of
  assets                                       (5,481)                --                 --                (5,481)
Other expenses                                     --              3,101                 --                 3,101
                                         ------------       ------------       ------------          ------------

                                               82,717              3,272             23,440               109,429
                                         ------------       ------------       ------------          ------------

Loss before income taxes,
  extraordinary item, and
  cumulative effect of an
  accounting change                           (53,182)           (32,125)           (36,358)             (121,665)

Income tax benefit                             (9,596)           (11,777)           (13,011)(3)           (34,384)
                                         ------------       ------------       ------------          ------------

Loss before extraordinary item
  and accounting change                  $    (43,586)      $    (20,348)      $    (23,347)         $    (87,281)
                                         ============       ============       ============          ============


Loss before extraordinary
  item and accounting
  change per common share                $      (0.63)                                               $      (1.00)
                                         ============                                                ============


Weighted average number
  of shares outstanding                    69,115,764                            18,538,730            87,654,494
                                         ============                          ============          ============
</TABLE>




<PAGE>   3


For purposes of determining the pro forma effect of the Chancellor Outdoor
acquisition on the Company's Condensed Consolidated Statement of Operations for
the year ended December 31, 1999, the following adjustments have been made:

<TABLE>
<S>                                                                                                       <C>
(1)  To record incremental amortization and depreciation due to the application
     of purchase accounting. Depreciation and amortization are calculated using
     accelerated and straight line methods over the estimated useful lives of
     the assets generally from 5-15 years.                                                                 10,812
                                                                                                          =======

(2)  To eliminate historical interest expense in Chancellor Outdoor's adjusted
     combined financial statements and record interest expense related to the
     debt acquired and incurred in the acquisition. (A difference of .125% in
     the rate of interest would have changed income by $397.)

         Historical interest expense                                                                         (171)
       Interest expense on debt acquired                                                                   23,611
                                                                                                          -------
                                                                                                           23,440
                                                                                                          =======

(3)  To record the tax effect of acquisition adjustments                                                  (13,011)
                                                                                                          =======

(4)  To record the effect on net revenues and direct and general and
     administrative expenses of the Chancellor Outdoor divestiture required by
     the Department of Justice in May 1999 and the divestiture required by the
     Department of Justice as a condition of this Stock Purchase

     Net revenues                                                                                          (4,141)
                                                                                                          =======

     Direct advertising expenses                                                                           (2,035)
                                                                                                          =======
</TABLE>





</TEXT>
</DOCUMENT>
</SUBMISSION>
