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): December 8, 2005
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in their charters)
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Delaware
Delaware
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0-30242
1-12407
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72-1449411
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))
Item 1.01 Entry into a Material Definitive Agreement.
On December 8, 2005, the Board of Directors of Lamar Advertising Company (the “Company”) approved
the Lamar Deferred Compensation Plan (the “New Plan”). The New Plan is an amendment and
restatement of the Lamar Texas Limited Partnership Its Affiliates and Subsidiaries Deferred
Compensation Plan (the “Old Plan”) and the terms of the New Plan will supersede the terms of the
Old Plan. The Old Plan was amended (1) to comply with the requirements of Section 409A of the
Internal Revenue Code applicable to deferred compensation (“Section 409A”) and (2) to reflect
changes in the administration of the Plan. The Company’s Board of Directors also approved the
adoption of a grantor trust (the “Trust”) pursuant to which amounts may be set aside, but remain
subject to claims of the Company’s creditors, for payments of liabilities under the New Plan,
including amounts contributed under the Old Plan.
The New Plan is intended to provide a select group of management or highly-compensated employees
with additional compensation, payment of which is deferred until a later date. The Company may
make certain specified contributions to participants in the New Plan each year. The investment of
these amounts will be directed by the participants. In general, a participant’s account will be
paid to him/her upon the earlier to occur of death, disability or a separation from service. The
New Plan also provides that it will be operated in accordance with Section 409A.
The Plan will be administered by the Compensation Committee of the Company’s Board of Directors and
governed under Louisiana law.
The Company intends to maintain the Trust for the purpose of tracking and accruing amounts to pay
benefits under the New Plan. Amounts contributed under the Old Plan will be transferred to the
Trust. Participants will have no right to any assets of the Trust.
The descriptions set forth above do not purport to be complete and are qualified in their entirety
by reference to the full text of the Plan attached hereto as
Exhibit 10.1 and the form of Trust Agreement for the Lamar
Deferred Compensation Plan
attached hereto as Exhibit 10.2, each of which are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information in Item 1.01 above is incorporated by reference herein.