Exhibit
(a)(5)
5551
Corporate Boulevard
Baton Rouge, LA 70808
Lamar
Advertising Company Announces
Tender Offer For
27/8% Convertible
Notes Due 2010 Series B
Baton Rouge, LA June 11, 2009 Lamar
Advertising Company (NASDAQ: LAMR), a leading owner and operator
of outdoor advertising and logo sign displays, today announced
that it has commenced a tender offer to purchase for cash any
and all of its outstanding
27/8% Convertible
Notes due 2010 Series B. The full terms and
conditions of the tender offer are set forth in the Offer to
Purchase, Letter of Transmittal and related materials to be
distributed to holders of notes and to be filed with the SEC as
exhibits to Lamars Schedule TO on or about the date
hereof.
Lamar is offering to purchase the notes at a price of $960 for
each $1,000 principal amount of notes tendered. The tender offer
for the notes will expire at 12:00 midnight, New York City time,
at the end of July 9, 2009, unless earlier terminated or
extended pursuant to the terms of the tender offer. Tendered
notes may be withdrawn at any time prior to the expiration time.
Payments of the purchase price and accrued interest up to but
not including the payment date for the notes validly tendered
and not withdrawn on or prior to the expiration time and
accepted for purchase will be made promptly after the expiration
time. The tender offer will not be contingent upon any minimum
number of notes being tendered. However, the tender offer will
be subject to certain conditions, which are described in the
Offer to Purchase. Subject to applicable law, Lamar may waive
conditions applicable to the tender offer or extend, terminate
or otherwise amend the tender offer.
The purpose of the offer is to purchase the notes in order to
retire the debt associated with the notes. In accordance with
the terms and subject to the conditions of the tender offer,
Lamar will fund purchases pursuant to the tender offer from
available cash. As of June 11, 2009, $133,567,000 aggregate
principal amount of the notes was outstanding.
The dealer managers for the tender offer are J.P. Morgan
Securities Inc. and Wachovia Capital Markets, LLC. Global
Bondholder Services Corporation is acting as depository and
information agent in connection with the tender offer. Any
questions regarding procedures for tendering the notes or
requests for additional copies of the Offer to Purchase, Letter
of Transmittal and related documents, which are available for
free and which describe the tender offer in greater detail,
should be directed to Global Bondholder Services Corporation,
whose address and telephone number are as follows:
Global Bondholder Services Corporation
65 Broadway Suite 723
New York, New York 10006
Holders call toll-free:
(866) 857-2200
Banks and Brokers call:
(212) 430-3774
Fax:
(212) 430-3775
None of Lamar, its board of directors, the dealer managers, the
information agent or the depository is making any recommendation
to holders of notes as to whether or not they should tender any
notes pursuant to the tender offer.
This press release is for informational purposes only and shall
not constitute an offer to purchase nor a solicitation for
acceptance of the tender offer described above. The tender offer
is being made only pursuant to the Offer to Purchase, Letter of
Transmittal and related materials that Lamar will distribute to
holders of the notes after these documents are filed with the
SEC as exhibits to its Schedule TO. Holders of notes should
read the Offer to Purchase, Letter of Transmittal and related
tender offer materials when they become available because they
contain important information. Holders of notes can obtain a
copy of the Offer to Purchase, Letter of Transmittal and other
tender offer related materials free of charge from the
SECs website at www.sec.gov once Lamar files them
with the SEC, which it expects to do on or about June 11,
2009.
About
Lamar
Lamar Advertising Company is one of the largest outdoor
advertising companies in the United States based on number of
displays and has operated under the Lamar name since 1902. As of
April 30, 2008, Lamar owned and operated approximately
155,000 billboard advertising displays in 44 states, Canada
and Puerto Rico, approximately 96,000 logo advertising displays
in 19 states and the province of Ontario, Canada, and
operated over 27,000 transit advertising displays in
16 states, Canada and Puerto Rico. Lamar offers its
customers a fully integrated service, satisfying all aspects of
their billboard display requirements from ad copy production to
placement and maintenance. Lamars corporate headquarters
is located in Baton Rouge, Louisiana.
Forward-Looking
Statements
This press release contains forward-looking statements that
involve risks and uncertainties, including statements concerning
Lamars expectations regarding the terms of the offer and
timing for filing its Schedule TO, Offer to Purchase,
Letter of Transmittal and other offer related documents, and the
commencement and completion of Lamars tender offer for the
notes. There can be no assurance that the tender offer will be
completed or that it will not be amended or withdrawn.
Contact:
Lamar Advertising Company
Keith A. Istre, 225-926-1000
ki@lamar.com