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
Date
of Report (Date of earliest event reported): August 9, 2005
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in their charters)
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| Delaware
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0-30242
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72-1449411 |
| Delaware
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1-12407
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72-1205791 |
(States or other jurisdictions
of incorporation)
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(Commission File
Numbers)
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(IRS Employer
Identification Nos.) |
5551 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrants’ 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))
TABLE OF CONTENTS
Item 8.01. Other Events.
On
August 9, 2005, Lamar Advertising Company (the “Company”) issued a press release announcing a
proposed institutional private placement of senior subordinated notes of Lamar Media Corp., its
wholly owned subsidiary (“Lamar Media”). The press release is furnished as Exhibit 99.1 to this current
report on Form 8-K and is incorporated by reference herein, in
accordance with Rule 135c of the
Securities Act of 1933, as amended.
Lamar
Media has entered into a commitment letter providing for the
refinancing of its existing bank credit facility. Lamar Media’s new bank credit
facility is expected to be comprised of a $400.0 million revolving
credit facility and a $400.0 million term facility. It is also
expected to have a $500.0 million incremental facility that would
allow for additional commitments into which lenders could enter at
their sole discretion. Subject to the terms and conditions of the
commitment letter, a lender has committed to provide
$75.0 million of the new bank credit facility and an affiliate of the
lender has committed to structure, arrange and syndicate
the new bank credit facility. These commitments are subject to various conditions,
including the consummation of Lamar Media’s proposed senior
subordinated notes offering, the successful syndication of the new
$800.0 million bank credit facility and the absence of any material
changes to Lamar Media’s business.
This
report contains forward-looking statements regarding Lamar Media’s
ability to complete the refinancing of its existing bank credit
facility. These forward-looking statements involve a number of risks
and uncertainties. Among the important factors that could cause
actual results to differ materially from those results indicated in
the forward-looking statements include uncertainties relating to
market conditions for syndicated loan transactions generally and for
syndicated loan transactions of advertising companies in particular.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit |
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| No. |
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Description |
99.1
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Press Release of Lamar Advertising
Company, dated August 9, 2005, announcing proposed
private placement of senior subordinated notes of Lamar Media Corp. |