Adams Outdoor Advertising Ltd Partnership, et al. – ‘424B1’ on 7/18/96

As of:  Thursday, 7/18/96   ·   Accession #:  950131-96-3334   ·   File #s:  333-03338, -01

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Prospectus   —   Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                           107    537K 

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                                                Filed Pursuant to Rule 424(b)(1)
                                  File No. 333-03338
PROSPECTUS                                                                      

LOGO                                                                            

ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 
ADAMS OUTDOOR ADVERTISING, INC. 

OFFER TO EXCHANGE THEIR 10 3/4% SENIOR NOTES DUE 2006,  
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT,  
FOR ANY AND ALL OF THEIR OUTSTANDING  
10 3/4% SENIOR NOTES DUE 2006 

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. 
NEW YORK CITY TIME, ON AUGUST 16, 1996, UNLESS EXTENDED 
----------- 
The 10 3/4% Senior Notes due 2006 are being offered (the "Offering") by and 
are the joint and several obligations of Adams Outdoor Advertising Limited      
Partnership, a Minnesota limited partnership (the "Company"), and Adams         
Outdoor Advertising, Inc., a Minnesota corporation and a general partner of     
the Company ("AOAI" and collectively with the Company referred to as the        
"Issuers"), and the Issuers hereby offer to exchange (the "Exchange Offer") up  
to $105,000,000 in aggregate principal amount of the Issuers' new 10 3/4%       
Senior Notes due 2006 (the "New Notes") for $105,000,000 in aggregate           
principal amount of the Issuers' outstanding 10 3/4% Senior Notes due 2006      
(the "Original Notes"). The Original Notes and the New Notes are sometimes      
referred to herein collectively as the "Notes." Except for its interests and    
activities as managing general partner of the Company, AOAI has nominal assets  
and does not conduct any operations.                                            
The Terms of the New Notes are substantially identical in all respects      
(including principal amount, interest rate and maturity) to the terms of the    
Original Notes for which they may be exchanged pursuant to this Exchange        
Offer, except that the New Notes will be freely transferable by holders         
thereof (other than as provided in the next paragraph) and issued free of any   
covenant restricting transfer absent registration. The New Notes will evidence  
the same debt as the Original Notes and contain terms which are substantially   
identical to the terms of the Original Notes for which they are to be           
exchanged. For a complete description of the terms of the Notes, see            
"Description of the Notes." There will be no cash proceeds to the Company from  
the Exchange Offer.                                                             
The New Notes will bear interest from the most recent date to which interest
has been paid on the Original Notes, or if no interest has been paid on the     
Original Notes, from March 12, 1996. Holders whose Original Notes are accepted  
for exchange will not receive any payment in respect of interest on such        
Original Notes otherwise payable on any interest payment date the record date   
for which occurs on or after consummation of the Exchange Offer. See "The       
Exchange Offer--Terms of the Exchange Offer."                                   
The Notes are redeemable at the option of the Issuers, in whole or in part, 
on or after March 15, 2001, at the redemption prices set forth herein, plus     
accrued and unpaid interest to the date of redemption. Prior to March 15,       
1999, the Issuers may redeem up to 25% of the original principal amount of the  
Notes at 110% of the aggregate principal amount so redeemed, plus accrued and   
unpaid interest to the redemption date, with the proceeds of one or more        
Public Equity Offerings (as defined herein); provided, however, that at least   
$75.0 million principal amount of the Notes remain outstanding and that such    
redemption occurs within 60 days following the closing of any such Public       
Equity Offering. See "Description of the Notes--Optional Redemption."           
The Original Notes were sold on March 12, 1996, in a transaction not        
registered under the Securities Act of 1933, as amended (the "Securities        
Act"), in reliance upon the exemption provided in Section 4(2) of the           
Securities Act. Accordingly, the Original Notes may not be offered, resold or   
otherwise pledged, hypothecated or transferred in the United States unless      
registered under the Securities Act or unless an applicable exemption from the  
registration requirements of the Securities Act is available. The New Notes     
are being offered to satisfy the obligations of the Company under a             
Registration Rights Agreement relating to the Original Notes. See "The          
Exchange Offer--Purposes and Effects of the Exchange Offer." New Notes issued   
pursuant to the Exchange Offer in exchange for the Original Notes may be        
offered for resale, resold or otherwise transferred by the holders thereof      
(other than any holder which is an affiliate of the Company within the meaning  
of Rule 405 under the Securities Act) without compliance with the registration  
and prospectus delivery requirements of the Securities Act, provided that such  
New Notes are acquired in the ordinary course of such holders' business and     
such holders are not engaged and do not intend to engage, and have no           
arrangement or understanding with any person to engage, in the distribution of  
such New Notes See "The Exchange Offer--Purpose and Effect of the Exchange      
Offer."                                                                         
The Notes are general unsecured senior obligations of the Issuers and rank  
pari passu with all existing and future indebtedness of the Issuers and senior  
in right of payment to all existing and future subordinated indebtedness of     
the Issuers. The claims of holders of the Notes are effectively subordinated    
to the claims of lenders under a credit facility providing for borrowings of    
up to $15.0 million (the "New Credit Facility") which was entered into by the   
Company concurrently with the sale of the Original Notes. The New Credit        
Facility is secured by a substantial portion of the Company's assets. See       
"Description of New Credit Facility." The indenture governing the Notes (the    
"Indenture") provides that the Company may from time to time incur              
Indebtedness (as defined herein) secured by the Company's assets in an          
aggregate amount, including amounts outstanding or committed to be advanced     
under the New Credit Facility or any replacement thereof, not to exceed $35.0   
million. Additionally, the Company may from time to time incur additional       
Indebtedness provided that, among other things, after giving effect to the      
incurrence of such Indebtedness, the ratio of the Company's total Indebtedness  
to the Company's EBITDA (as determined pursuant to the Indenture) does not      
exceed certain limits set forth in the Indenture. See "Description of the       
Notes--Certain Covenants--Limitation on Additional Indebtedness." As of May     
31, 1996, approximately $109.6 million of senior indebtedness of the Company    
(including the Notes) is outstanding. There is currently no outstanding         
obligations of the Issuers that are subordinate to the Notes.                   
                                                      (Continued on next page)
----------- 
SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DESCRIPTION OF CERTAIN RISKS  
RELATING TO THE ISSUERS AND AN INVESTMENT IN ITS SECURITIES.                    
----------- 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND  
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE  
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES  
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF  
THIS PROSPECTUS. ANY REPRESENTATION TO THE  
CONTRARY IS A CRIMINAL OFFENSE. 
----------- 
The date of this Prospectus is July 17, 1996. 

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Each broker-dealer that receives New Notes for its own account pursuant to  
the Exchange Offer must acknowledge that it will deliver a prospectus in        
connection with any resale of such New Notes. The Letter of Transmittal states  
that by so acknowledging and by so delivering a prospectus, a broker-dealer     
will not be deemed to admit that it is an "underwriter" within the meaning of   
the Securities Act. This Prospectus, as it may be amended or supplemented from  
time to time, may be used by a broker-dealer in connection with resales of New  
Notes received in exchange for Old Notes where such Old Notes were acquired by  
such broker-dealer as a result of market-making activities or other trading     
activities. The Company has agreed that, for a period of 165 days after the     
date hereof, it will make this Prospectus available to any broker-dealer for    
use in connection with any such resale. See "Plan of Distribution."             

The Notes constitute securities for which there is no established trading   
market. Any Original Notes not tendered and accepted in the Exchange Offer      
will remain outstanding. The Company does not currently intend to list the New  
Notes on any securities exchange. To the extent that any Original Notes are     
tendered and accepted in the Exchange Offer, a holder's ability to sell         
untendered Original Notes could be adversely affected. No assurances can be     
given as to the liquidity of the trading market for either the Original Notes   
or the New Notes.                                                               

The Exchange Offer is not conditioned on any minimum aggregate principal    
amount of Original Notes being tendered for exchange. The Exchange Offer will   
expire at 5:00 P.M., New York time, on August 16, 1996, unless extended to a    
date not later than 60 days from the effective date of the Registration         
Statement of which this Prospectus is a part (the "Expiration Date"). The date  
of acceptance for exchange of the Original Notes will be the first business     
day following the Expiration Date. Original Notes tendered pursuant to the      
Exchange Offer may be withdrawn at anytime prior to the Expiration Date,        
otherwise, such tenders are irrevocable. The Company will pay all expenses      
incident to the Exchange Offer.                                                 

FOR PENNSYLVANIA RESIDENTS ONLY:  

NEW NOTES OFFERED IN THIS EXCHANGE OFFER TO PENNSYLVANIA RESIDENTS MAY ONLY 
BE EXCHANGED FOR ORIGINAL NOTES HELD BY PENNSYLVANIA RESIDENTS WHO ARE: (1)     
"QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES  
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") ("QIBS")); (2) INSTITUTIONAL     
"ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A)(1), (2) OR (3) UNDER THE      
SECURITIES ACT); AND (3) INSTITUTIONAL INVESTORS AS DEFINED BY (S) 102(K) OF    
THE PENNSYLVANIA SECURITIES ACT OF 1972 AND RULE 102.111 OF THE PENNSYLVANIA    
CODE, AS AMENDED.                                                               

THE DISTRIBUTION OF THIS PROSPECTUS AND THE EXCHANGE OFFER DESCRIBED HEREIN 
MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE           
POSSESSION THIS PROSPECTUS COMES MUST INFORM THEMSELVES ABOUT, AND OBSERVE,     
ANY SUCH RESTRICTIONS.                                                          

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES TO ANY PERSON IN ANY JURISDICTION WHERE IT   
IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.                              

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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by reference to the more 
detailed information and financial statements, including the notes thereto,     
appearing elsewhere in this Prospectus. No financial information or other data  
with respect to AOAI (including management's discussion and analysis of         
financial condition and results of operations) is included herein since such    
entity has nominal assets and does not conduct any operations except for its    
interest and activities as a general partner of the Company.                    

THE COMPANY 

Adams Outdoor Advertising Limited Partnership (the "Company") is the seventh
largest owner and operator of outdoor advertising structures in the United      
States. The Company currently provides outdoor advertising services in eight    
markets and surrounding areas in the midwest, southeast and mid-Atlantic        
states: Charlotte, NC; Kalamazoo, MI; Lansing/Jackson, MI; Lehigh Valley, PA;   
Madison, WI; Minneapolis, MN; Norfolk, VA; and Peoria, IL. As of December 31,   
1995, the Company operated, in the aggregate, approximately 7,000 advertising   
displays, including approximately 1,900 painted bulletins, 4,500 30-sheet       
posters, 150 junior (8-sheet) posters and 450 transit displays.                 

The Company's strategy is to focus its outdoor advertising operations in    
medium-sized markets in which it is or could be the leading provider of such    
services. The Company offers its customers comprehensive outdoor advertising    
services, including local creative professionals, account executives,           
production facilities and business development staffs. These resources allow    
the Company to educate current customers and potential customers on the         
effectiveness of the outdoor advertising medium and to demonstrate to customers 
how to integrate outdoor advertising into their marketing plans. The Company    
also develops creative ideas and displays to advertise a customer's products or 
services and provides customers with detailed local market research and         
information about potential advertising opportunities.                          

 As a result of the acquisition of outdoor advertising businesses from 1983 to
1988, the Company incurred substantial indebtedness. At March 31, 1996, the     
Company had outstanding total long-term indebtedness of $112.0 million.         

During the five years ended December 31, 1995, net revenues increased from  
$31.4 million to $42.9 million. Net income for 1995 increased to $1.6 million   
from a net loss of $9.5 million in 1991. The net loss for the three months      
ended March 31, 1996 decreased to $262,000 from $1.6 million for the comparable 
period in 1995. Cash flow provided by operating activities increased from $1.3  
million to $9.1 million and Operating Cash Flow (as defined herein) has grown   
from $11.9 million to $20.9 million over the same period. The Company has       
improved financial performance primarily through a strategy of increasing       
revenues from existing display faces in each market by developing programs that 
maximize advertising rates and optimize occupancy levels and through lowering   
operating expenses by reducing accounting, administrative and operations staff. 
In recent years, this strategy has resulted in high operating leverage which    
enabled the Company to increase cash flow provided by operating activities and  
Operating Cash Flow at a faster rate than net revenues. Operating Cash Flow is  
defined as operating income (loss) before (i) depreciation and amortization     
expenses and (ii) deferred compensation expense. Operating Cash Flow is not     
intended to represent net cash provided by operating activities as defined by   
generally accepted accounting principles and should not be considered as an     
alternative to net income or loss as an indicator of the Company's operating    
performance or to net cash provided by operating, investing and financing       
activities as a measure of liquidity or ability to meet cash needs. Information 
is disclosed herein to permit a more complete comparative analysis of the       
Company's performance relative to other companies in the media industry that    
publicly report Operating Cash Flow or similarly defined measures.              

 The Company believes that its strong position in its markets, its emphasis on
local and regional advertisers and the geographical diversity of its operations 
provide stability to its revenue base, reduce its reliance upon any single      
local economy or advertiser, and mitigate the effect of fluctuations in         
national advertising expenditures. Net revenues attributable to local and       
regional advertising have increased as a percentage of total net revenues from  
83.5% in 1991 to 87.4% in 1995.                                                 

The Company has been able to maintain its position as a leading provider of 
outdoor advertising services in its primary markets due to the barriers to      
entry created by the combination of the Company's existing site                 

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locations and government regulations limiting the erection of new displays. The 
Company intends to build upon its position as the dominant provider of outdoor  
advertising in its markets and the competitive advantage provided by its sales, 
creative and business development staffs. The Company plans to accomplish this  
by continuing to develop its customer base among local and regional             
advertisers, improving the utilization and rate structure of its display faces  
and expanding the number of its displays through building in its existing       
markets and, when appropriate, through making acquisitions.                     

The Company's business was founded in 1983 with the acquisition of Central  
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.   
Over the next five years, the Company pursued a strategy of geographic          
expansion into additional medium-sized markets, primarily through the           
acquisition of existing outdoor advertising businesses in selected midwest,     
southeast and mid-Atlantic markets. This geographic expansion strategy has      
enabled the Company to capitalize on the efficiencies, economies of scale and   
marketing opportunities associated with operating outdoor advertising           
businesses located in proximate or contiguous geographic markets to its primary 
markets. Since 1988, the Company's sales and Operating Cash Flow growth has     
resulted from increased display inventory, primarily through new construction   
and, to a lesser extent, from acquisitions of displays in existing markets and  
the significant upgrading of its existing display inventory. The Company has    
also been able to reduce operating expenses while achieving higher rate and     
occupancy levels.                                                               

The Issuers are privately held. Stephen Adams holds all of the issued and   
outstanding stock of AOAI, the managing general partner of the Company. Mr.     
Adams is also the individual general partner of the Company and, together with  
others, is a limited partner of the Company. See "Principal Security Holders."  

                                                        [Enlarge/Download Table]
                                                                                     
                         100% of              Adams Outdoor Advertising, Inc.,       
Stephen Adams          Outstanding             a Minnesota corporation, and          
                         Shares               managing general partner of the        
                                                        Company                      

0.70% General Partnership Interest                 0.01% General Partnership Interest
71.30% Limited Partnership Interest                0.99% Limited Partnership Interest

                                       Adams Outdoor Advertising                     
                                        Limited Partnership, a                       
                                     Minnesota limited partnership                   

                                                 27% Limited Partnership Interest    

                                       Other Limited Partners                        
                                           (5 Persons)                               

REFINANCING TRANSACTION 

 On March 12, 1996, the Company completed a refinancing (the "Refinancing") to
extend the average life of the Company's debt obligations and to enhance its    
financial and operating flexibility. As part of the Refinancing, the Issuers    
issued in a private placement (the "Private Offering") $105,000,000 of 10 3/4%  
Senior Notes due 2006 which are herein referred to as the Original Notes. In    
addition, the Company replaced its existing secured credit facility within a    
new secured credit facility (the "New Credit Facility") providing for           
borrowings of up to $15.0 million. See "Description of New Credit Facility."    
The claim's of holders of the Original Notes and the New Notes will be          
effectively subordinated to the lenders of under the New Credit Facility        
because the New Credit Facility is secured by a substantial portion of the      
Company's assets.                                                               

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THE EXCHANGE OFFER

Purpose of Exchange Offer..... The Original Notes were sold in the Private      
                          Offering by the Issuers on March 12, 1996 to
                          certain accredited institutions through CIBC
                      Wood Gundy Securities Corp., the initial
                     purchaser (the "Initial Purchaser"). In
                            connection therewith, the Issuers executed and
                          delivered, for the benefit of the holders of
                       the Original Notes, a Registration Rights
                 Agreement dated March 12, 1996 (the
                        "Registration Rights Agreement"), which is
                     filed as an exhibit to the Registration
                           Statement of which this Prospectus is a part,
                             providing for, among other things, the Exchange
                        Offer so that the New Notes will be freely
                         transferable by the holders thereof without
                     registration or any prospectus delivery
                           requirements under the Securities Act, except
                             that a "dealer" or any of their "affiliates" as
                         such terms are defined under the Securities
                            Act, who exchanges Original Notes held for its
                         own account (a "Restricted Holder") will be
                           required to deliver copies of this Prospectus
                            in connection with any resale of the New Notes
                             issued in exchange for such Original Notes. See
                          "The Exchange Offer--Purposes and Effects of
                            the Exchange Offer" and "Plan of Distribution"
                           and "Risk Factors--Consequences of Failure to
Exchange."        

The Exchange Offer............ The Issuers are offering to exchange pursuant    
                      to the Exchange Offer up to $105,000,000
                            aggregate principal amount of the Issuers' new
                             10 3/4% Senior Notes due 2006 (the "New Notes")
                            for $105,000,000 aggregate principal amount of
                           the Issuers' outstanding 10 3/4% Senior Notes
                           due 2006 (the "Original Notes"). The Original
                      Notes and the New Notes are collectively
                             referred to herein as the "Notes." The terms of
                           the New Notes, are substantially identical in
                       all respects (including principal amount,
                             interest rate and maturity) to the terms of the
                            Original Notes for which they may be exchanged
                             pursuant to the Exchange Offer, except that the
                          New Notes are freely transferable by holders
                          thereof (other than as provided herein), and
                       are not subject to any covenant regarding
                             registration under the Securities Act. See "The
                          Exchange Offer--Terms of the Exchange Offer"
                     and "The Exchange Offer--Procedures for
Tendering."       

                            The Exchange Offer is not conditioned upon any
                            minimum aggregate principal amount of Original
                Notes being tendered for exchange.

Expiration Date............... The Exchange Offer will expire at 5:00 p.m.,     
                           New York City time on August 16, 1996, unless
                            extended to a date not later than 60 days from
                    the effective date of the Registration
                           Statement of which this Prospectus is a part,
      (the "Expiration Date").

Conditions of the Exchange     The Issuers' obligation to consummate the        
Offer........................ Exchange Offer will be subject to certain       
                             conditions. The Issuers will not be required to
                            accept for exchange any Original Notes for any
                           New Notes tendered and may terminate or amend
                          the Exchange Offer as provided herein before
                        the acceptance of such Original Notes, if,
                          among other things, certain legal actions or
proceedings are   

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                           instituted, there shall have occurred certain
                        changes or developments in the business or
                           financial affairs of the Issuers, there shall
                             have been proposed, adopted or enacted any law,
                             statutes or regulation materially effecting the
                           Issuers or the benefits of the Exchange Offer
                           or there shall have occurred certain economic
                        or other events. See "The Exchange Offer--
                            Conditions of the Exchange Offer." The Issuers
                         reserve the right to terminate or amend the
                     Exchange Offer at any time prior to the
                             Expiration Date upon the occurrence of any such
conditions.       

Procedures for Tendering Old   Each holder of Original Notes wishing to accept  
Notes........................ the Exchange Offer must complete, sign and date 
                       the Letter of Transmittal, or a facsimile
                          thereof, in accordance with the instructions
                       contained herein and therein, and mail or
                           otherwise deliver such Letter of Transmittal,
                           or such facsimile, together with the Original
                           Notes and any other required documentation to
                          the exchange agent (the "Exchange Agent") at
                          the address set forth herein. Original Notes
                       may be physically delivered, but physical
                             delivery is not required if a confirmation of a
                      book-entry of such Original Notes to the
                        Exchange Agent's account at The Depository
                          Trust Company ("DTC" or the "Depositary") is
                             delivered in a timely fashion. By executing the
                     Letter of Transmittal, each holder will
                        represent to the Issuers that, among other
                            things, the New Notes acquired pursuant to the
                      Exchange Offer are being obtained in the
                       ordinary course of business of the person
                           receiving such New Notes, whether or not such
                           person is the holder, that neither the holder
                         nor any such other person is engaged in, or
                            intends to engage in, or has an arrangement or
                          understanding with any person to participate
                             in, the distribution of such New Notes and that
                             neither the holder nor any such other person is
                          an "affiliate," as defined under Rule 405 of
                             the Securities Act, of the Issuers. Each broker
                           or dealer that receives New Notes for its own
                           account in exchange for Original Notes, where
                       such Original Notes were acquired by such
                           broker or dealer as a result of market-making
                          activities or other trading activities, must
                           acknowledge that it will deliver a prospectus
                       in connection with any resale of such New
                            Notes. See "The Exchange Offer--Procedures for
                    Tendering" and "Plan of Distribution."

Special Procedures for         Any beneficial owner whose Original Notes are    
Beneficial Owners............ registered in the name of a broker, dealer,     
                             commercial bank, trust company or other nominee
                          and who wishes to tender should contact such
                          registered holder promptly and instruct such
                            registered holder to tender on such beneficial
                             owner's behalf. If such beneficial owner wishes
                        to tender on such owner's own behalf, such
                           owner must, prior to completing and executing
                          the Letter of Transmittal and delivering his
                     Original Notes, either make appropriate
                       arrangements to register ownership of the
                             Original Notes in such owner's name or obtain a
                    properly completed bond power from the
                           registered holder. The transfer of registered
                            ownership may take considerable time. See "The
                        Exchange Offer--Procedures for Tendering."

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Guaranteed Delivery            Holders of Original Notes who wish to tender     
Procedures................... their Original Notes and whose Original Notes   
                      are not entirely available or who cannot
                         deliver their Original Notes must complete,
                            sign and deliver, the Letter of Transmittal or
                           any other documents required by the Letter of
                            Transmittal to the Exchange Agent prior to the
                            Expiration Date and must tender their Original
                        Notes according to the guaranteed delivery
                           procedures set forth in "The Exchange Offer--
              Guaranteed Delivery Procedures."

Withdrawal Rights............. Tenders may be withdrawn at any time prior to    
                             5:00 p.m. New York City time, on the Expiration
                          Date. See "The Exchange Offer--Withdrawal of
Tenders."         

Acceptance of Original Notes                                                    
and Delivery of New Notes....                                                 
                          The Issuers will accept for exchange any and
                            all Original Notes which are properly tendered
                           in the Exchange Offer prior to 5:00 p.m., New
                             York City time, on the Expiration Date. The New
                         Notes issued pursuant to the Exchange Offer
                      will be delivered promptly following the
                             Expiration Date. See "The Exchange Offer--Terms
     of the Exchange Offer."

Exchange Agent................ United States Trust Company of New York is       
                          serving as Exchange Agent in connection with
                           the Exchange Offer. See "The Exchange Offer--
Exchange Agent."  

Effect on Holders of the       As a result of the making of, and upon           
Original Notes............... acceptance for exchange of all validly tendered 
                          Original Notes pursuant to the terms of this
                             Exchange Offer, the Issuers will have fulfilled
                   one of the covenants contained in the
                             Registration Rights Agreement and, accordingly,
                            there will be no increase in the interest rate
                   on the Original Notes pursuant to the
                         applicable terms of the Registration Rights
                             Agreement due to the Exchange Offer. Holders of
                        the Original Notes who do not tender their
                        Original Notes will be entitled to all the
                             rights and limitations applicable thereto under
                             the Indenture dated as of March 12, 1996, among
                            the Issuers and United States Trust Company of
                           New York, as trustee (the "Trustee") relating
                          to the Original Notes and the New Notes (the
                           "Indenture"), except for any rights under the
                             Indenture or the Registration Rights Agreement,
                         which by their terms, terminate or cease to
                           have further effectiveness as a result of the
                           making of, and the acceptance for exchange of
                          all validly tendered Original Notes pursuant
                             to, the Exchange Offer. All untendered Original
                      Notes will continue to be subject to the
                          restrictions on transfer provided for in the
                         Original Notes and in the Indenture. To the
                         extent that Original Notes are tendered and
                         accepted in the Exchange Offer, the trading
                           market for untendered Original Notes could be
 adversely affected.

Use of Proceeds............... There will be no cash proceeds to the Issuers    
                        from the exchange pursuant to the Exchange
Offer.            

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TERMS OF NOTES

The Exchange Offer applies to $105,000,000 principal amount of Original     
Notes. The terms of the New Notes are identical in all material respects to the 
Old Notes, except for certain transfer restrictions and registration and other  
rights relating to the exchange of the Original Notes for New Notes. The New    
Notes will evidence the same debt as the Original Notes and will be entitled to 
the benefits of the Indenture under which both the Original Notes were, and the 
New Notes will be, issued. See "Description of the Notes."                      

Maturity Date................. March 15, 2006.                                  

Interest Payment Date......... Interest accrues from the date of issuance and   
                            is payable in cash semi-annually on each March
                           15 and September 15, commencing September 15,
1996.             

Optional Redemption........... The Notes are redeemable, in whole or in part,   
                            at the option of the Issuers at any time on or
                            after March 15, 2001, at the redemption prices
                       set forth herein, plus accrued and unpaid
                           interest to the redemption date. In addition,
                             the Issuers, at their option, may redeem in the
                           aggregate up to 25% of the original principal
                            amount of the Notes at any time prior to March
                           15, 1999, at a redemption price equal to 110%
                          of the principal amount thereof plus accrued
                             and unpaid interest to the redemption date with
                            the Net Proceeds (as defined herein) of one or
                      more Public Equity Offerings (as defined
                             herein); provided, however, that at least $75.0
                   million principal amount of the Notes
                           originally issued remain outstanding and that
                             such redemption occurs within 60 days following
                             the closing of any such Public Equity Offering.
                     See "Description of the Notes--Optional
Redemption."      

Ranking....................... The Notes are general unsecured senior           
                           obligations of the Issuers and will rank pari
                       passu with all existing and future senior
                             indebtedness of the Issuers and senior in right
                   of payment to all existing and future
                           subordinated indebtedness of the Issuers. The
                        claims of holders of the Notes effectively
                             subordinated to claims of lenders under the New
                            Credit Facility providing for borrowings of up
                          to $15.0 million. The New Credit Facility is
                     secured by a substantial portion of the
                       Company's assets. See "Description of New
                         Credit Facility." The Indenture permits the
                         Company, subject to certain limitations, to
                          incur additional Indebtedness secured by the
                       Company's assets. See "Description of the
                     Notes--Certain Covenants--Limitation on
                             Additional Indebtedness." As of March 31, 1996,
                        $3.1 million was outstanding under the New
Credit Facility.  

Change of Control............. In the event of a Change of Control (as defined  
                           herein), each holder of the Notes is entitled
                     to require the Issuers to purchase such
                            holder's Notes at a price equal to 101% of the
                       principal amount thereof plus accrued and
                        unpaid interest to the date of repurchase.
                             There can be no assurance that the Issuers will
                             have sufficient funds, or will be contractually
                      permitted by the terms of the New Credit
                             Facility, to repurchase the Notes upon a Change
                    of Control. The Issuers would not have
          sufficient funds to effect a

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                            repurchase of the Notes if a Change of Control
                          were to occur immediately after the Exchange
                             Offer. See "Description of the Notes--Change of
Control."         

Asset Sale Proceeds........... The Issuers are obligated in certain instances   
                             to make offers to purchase the Notes at a price
                           equal to 100% of the principal amount thereof
                             plus accrued and unpaid interest to the date of
                      repurchase with the net cash proceeds of
                           certain sales or other dispositions of assets
                             of the Company. See "Description of the Notes--
                            Certain Covenants--Limitation on Certain Asset
Sales."           

Certain Covenants............. The Indenture contains covenants for the         
                             benefit of the holders of the Notes that, among
                       other things, restrict the ability of the
                            Issuers to: (i) incur additional Indebtedness;
                        (ii) pay dividends and make distributions;
                           (iii) issue equity interests in subsidiaries;
                           (iv) make certain investments; (v) repurchase
                        equity interests; (vi) create liens; (vii)
                             enter into transactions with affiliates; (viii)
                         enter into sale and leaseback transactions;
                           (ix) merge or consolidate the Issuers and (x)
                           transfer and sell assets. These covenants are
                          subject to a number of important exceptions.
                    See "Description of the Notes--Certain
Covenants."       

RISK FACTORS

 The information set forth under "Risk Factors" should be carefully considered
in evaluating the Notes and the Company.                                        

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA 

The following summary historical and pro forma financial data, insofar as it
relates to each of the five years ended December 31, 1995, has been derived     
from Company-prepared financial information and should be read in conjunction   
with the audited financial statements, including the Company's balance sheets   
at December 31, 1994 and 1995 and the related statements of operations for each 
of the years in the three-year period ended December 31, 1995 and the notes     
thereto appearing elsewhere in this Prospectus. The summary historical and pro  
forma financial data as of and for the three months ended March 31, 1995 and    
1996 has been derived from unaudited financial statements also appearing herein 
which, in the opinion of management, include all adjustments, consisting only   
of normal recurring adjustments, necessary for a fair presentation of the       
results for the unaudited interim periods. Results for the three months ended   
March 31, 1996 are not necessarily indicative of results that may be expected   
for the entire year. The summary financial information should be read in        
conjunction with the information contained in the Company's financial           
statements and the notes thereto, "Management's Discussion and Analysis of      
Financial Condition and Results of Operations" and "Selected Historical and Pro 
Forma Financial Data" included elsewhere herein.                                

The following unaudited summary pro forma statement of operations data and  
other data for the year ended December 31, 1995 and the three months ended      
March 31, 1996 give effect to the Refinancing as if it had been completed at    
the beginning of the respective periods. Certain management assumptions and     
adjustments are described in the accompanying notes hereto. The pro forma       
financial data should be read in conjunction with the Company's financial       
statements and the notes thereto, as of December 31, 1995 and for the three-    
year period then ended, appearing elsewhere in this Prospectus. This pro forma  
financial data is not necessarily indicative of the results that would have     
occurred had the Refinancing been completed on the dates indicated or the       
Company's actual or future operating results or financial position.             

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA 
(DOLLARS IN THOUSANDS)

                                                        [Enlarge/Download Table]

                                  YEAR ENDED DECEMBER 31,                       THREE MONTHS ENDED MARCH 31,    
                          -------------------------------------------         ----------------------------------
                                                                        PRO                        PRO          
                                                                       FORMA                      FORMA         
                           1991     1992     1993     1994     1995   1995(A)   1995     1996    1996(A)        
                          -------  -------  -------  -------  ------- ------- --------  -------  -------        
                                                                                                                
STATEMENT OF OPERATIONS                                                                                         
 DATA:                                                                                                          
Gross revenues..........  $34,662  $35,811  $36,972  $41,748  $47,589 $47,589 $ 10,531  $11,397  $11,397        
Agency commissions......    3,272    3,487    3,510    4,097    4,698   4,698    1,007    1,017    1,017        
                          -------  -------  -------  -------  ------- ------- --------  -------  -------        
Net revenues............   31,390   32,324   33,462   37,651   42,891  42,891    9,524   10,380   10,380        
Direct advertising                                                                                              
 expenses...............   18,150   18,085   17,539   19,561   20,848  20,848    5,256    5,472    5,472        
Corporate general and                                                                                           
 administrative                                                                                                 
 expenses...............    1,341    1,953      998    1,183    1,114   1,114      257      467      467        
Depreciation and                                                                                                
 amortization...........    7,453    6,380    5,893    5,684    5,568   5,544    1,408    1,447    1,447        
Deferred compensation                                                                                           
 expense(b).............       45      433      636    1,530    2,427   2,427    1,152      250      250        
                          -------  -------  -------  -------  ------- ------- --------  -------  -------        
Operating income........    4,401    5,473    8,396    9,693   12,934  12,958    1,451    2,744    2,744        
Interest expense........   13,436   11,380    9,111    9,877   11,263  12,465    3,065    3,006    3,116        
Other expenses (income),                                                                                        
 net....................        1     (297)    (164)      38       16      16       (2)       1        1        
(Gain) loss on disposal                                                                                         
 of assets, net.........      422      263      388      388       93      93       (9)      (1)     (1)        
                          -------  -------  -------  -------  ------- ------- --------  -------  -------        
   Net income (loss)....  $(9,458) $(5,873) $  (939) $  (610) $ 1,562 $   384 $(1,603)  $  (262) $ (372)        
                          =======  =======  =======  =======  ======= ======= ========  =======  =======        

                                                        [Enlarge/Download Table]

                                                                                       THREE MONTHS ENDED         
                                       YEAR ENDED DECEMBER 31,                              MARCH 31,             
                         --------------------------------------------------------- -----------------------------  
                                                                      PRO FORMA(A)                  PRO FORMA(A)  
                          1991     1992     1993     1994     1995        1995      1995    1996        1996      
                         -------  -------  -------  -------  -------  ------------ ------  -------  ------------  
                                                                                                                  
OTHER DATA:                                                                                                       
Operating Cash Flow(c).. $11,899  $12,286  $14,923  $16,907  $20,929    $20,929    $4,011  $ 4,441     $4,441     
Capital expenditures.... $   825  $ 1,748  $ 1,661  $ 1,926  $ 2,251    $ 2,251    $  563  $ 1,004     $1,004     
Ratio of earnings to                                                                                              
 fixed charges(d).......     --       --       --       --     1.07x      1.03x       --       --         --      
Ratio of debt to net                                                                                              
 income(e)..............     --       --       --       --     68.79     296.39       --       --         --      
Cash flow provided by                                                                                             
 (used in):                                                                                                       
 Operating activities... $ 1,304  $ 6,092  $ 4,984  $ 7,092  $ 9,151    $ 7,949    $  764  $ 1,194    $ 1,084     
 Investing activities... $  (738) $(1,864) $(1,654) $(1,791) $(1,979)   $(1,979)   $ (564) $(1,004)   $(1,004)    
 Financing activities... $    74  $(4,512) $(2,769) $(5,569) $(6,763)   $(6,763)   $ (436) $   355    $   355     

--------                                                                        
(a) The pro forma statement of operations data give effect to the Refinancing   
and reflect an increase in interest expense. Pro forma interest expense 
from the Refinancing is computed as follows:                            

                                                                [Download Table]

                                                                         THREE  
                                                                        MONTHS  
                                                           YEAR ENDED    ENDED  
                                                          DECEMBER 31, MARCH 31,
                                                              1995       1996   
                                                          ------------ ---------
                                                                                
$105,000,000 10 3/4% Senior Notes.......................    $11,288     $2,822  
New Credit Facility:                                                            
 $8,815,000 at 8.25%....................................        727        --   
 $8,981,000 at 8.10%....................................        --         182  
Amortization of deferred financing costs................        450        112  
                                                            -------     ------  
Interest expense........................................    $12,465     $3,116  
                                                            =======     ======  

(b) Deferred compensation expense represents accrued expenses under certain     
   deferred compensation arrangements, including phantom stock agreements with
certain key management personnel. The phantom stock agreements in effect
provide for the repurchase of the "phantom stock" in three equal annual 
  payments after a covered executive's termination, death or disability, the
   sale of the Company, or the fifth anniversary of the agreement's execution.
See "Management--Agreements with Management--Incentive Compensation."   
                                             (Notes continued on following page)

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(c) The following table sets forth the calculation of "Operating Cash Flow."    

                                                        [Enlarge/Download Table]

                                                                          THREE MONTHS ENDED 
                                     YEAR ENDED DECEMBER 31                    MARCH 31      
                         ----------------------------------------------- --------------------
                                                                  1995                  1996 
                                                                   PRO                  PRO  
                          1991    1992    1993    1994    1995    FORMA   1995   1996  FORMA 
                         ------- ------- ------- ------- ------- ------- ------ ------ ------
                                                                                             
Operating income (loss). $ 4,401 $ 5,473 $ 8,396 $ 9,693 $12,934 $12,958 $1,451 $2,744 $2,744
Depreciation and                                                                             
 amortization...........   7,453   6,380   5,893   5,684   5,568   5,544  1,408  1,447  1,447
Deferred compensation                                                                        
 expense................      45     433     636   1,530   2,427   2,427  1,152    250    250
                         ------- ------- ------- ------- ------- ------- ------ ------ ------
Operating Cash Flow..... $11,899 $12,286 $14,925 $16,907 $20,929 $20,929 $4,011 $4,441 $4,441

Operating Cash Flow is not intended to represent net cash flow provided by  
operating activities as defined by generally accepted accounting principles 
and should not be considered as an alternative to net income (loss) as an   
indicator of the Company's operating performance or to net cash provided by 
operating, investing and financing activities as a measure of liquidity or  
ability to meet cash needs. The Company believes Operating Cash Flow is a   
measure commonly reported and widely used by analysts, investors and other  
interested parties in the media industry. Accordingly, this information has 
been disclosed herein to permit a more complete comparative analysis of the 
Company's operating performance relative to other companies in the media    
industry. However, the definition of Operating Cash Flow or of similarly    
defined terms may vary among companies and such differences should be noted 
in comparing the Company's operating performance relative to other          
companies. See "Management's Discussion and Analysis of Results of Financial
Condition and Results of Operations."                                       
(d) Earnings consist of pre-tax income from continuing operations plus fixed    
charges adjusted to exclude capitalized interest. The Company's fixed   
   charges consist of interest expense plus amortization of deferred financing
costs. Earnings were inadequate to cover fixed charges by approximately 
$10.0 million, $6.4 million, $1.6 million and $1.3 million for the years
ended December 31, 1991 through 1994, respectively.                     
(e) The ratio of total debt to net income for the years ended December 31, 1991 
   through December 31, 1994 is not meaningful due to the net losses for those
periods.                                                                

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RISK FACTORS  

In addition to the other information set forth in this Prospectus, the      
following risk factors should be considered in connection with the Exchange     
Offer and an investment in the New Notes. Information contained in this         
Prospectus contains "forward-looking statements" within the meaning of the      
Private Securities Litigation Reform Act of 1995, which can be identified by    
the use of forward-looking terminology as "may," "will," "would," "expect,"     
"anticipate," "estimate" or "continue" or the negative thereof or other         
variations thereon or comparable terminology. The following matters,            
constitute cautionary statements identifying important factors with respect to  
such forward-looking statements, including certain risks and uncertainties,     
that could cause actual results to differ materially from those in such         
forward-looking statements.                                                     

SUBSTANTIAL LEVERAGE                                                            

The Company is highly leveraged, primarily as the result of the incurrence  
of substantial indebtedness in connection with the acquisition by the Company   
of its outdoor advertising operations. At December 31, 1995 the Company's       
total long-term debt was $107.4 million (including $2.1 million of current      
maturities) as compared to a partners' capital deficit of $66.8 million. After  
giving pro forma effect to the completion of the Refinancing and other          
transactions contemplated by the Refinancing as at December 31, 1995, total     
long-term debt would have been approximately $113.8 million as compared to a    
partners' capital deficit of $67.1 million. This substantial leverage has       
important consequences to the holders of Notes.                                 

The Company intends to use cash generated from operations for working       
capital and to service and reduce its outstanding indebtedness. However, the    
Company may, subject to the terms and conditions of its indebtedness, incur     
additional indebtedness to finance expansion through capital expenditures or    
acquisitions. The ability of the Company to satisfy its debt service            
obligations will depend primarily upon its future operating performance, which  
is subject to prevailing business, financial and economic conditions, many of   
which are beyond its control. Accordingly, future debt repayments by the        
Company, including payments on the Notes, may require funds in excess of        
internally generated cash flows. There can be no assurance that the Company     
will be able to raise additional funds, if necessary, through future            
financings. The debt instruments of the Company, including the Notes, impose    
restrictions on, among other things, the ability of the Company to incur        
additional indebtedness and to pledge assets. Also, the Company may, subject    
to restrictions imposed by the terms of its indebtedness, employ cash           
generated from operations to make distributions, capital expenditures and       
acquisitions. See "Description of New Credit Facility" and "Description of      
Notes."                                                                         

The degree to which the Company is or becomes leveraged could limit the     
ability of the Company to obtain additional financing in the future for         
working capital, capital expenditures, acquisitions or general corporate        
purposes. In addition, because a substantial portion of cash flow from          
operations of the Company must be dedicated to the payment of principal and     
interest on its indebtedness, the high degree of leverage of the Company may    
make it more vulnerable to economic downturns and may limit its ability to      
withstand competitive pressures, to consummate acquisitions or to capitalize    
on significant business opportunities. Additionally, interest on borrowings     
under the New Credit Facility accrues on a floating-rate basis, which causes    
the Company to be vulnerable to increases in interest rates. See                
"Capitalization," "Management's Discussion and Analysis of Financial Condition  
and Results of Operations--Liquidity and Capital Resources" and "Description    
of New Credit Facility."                                                        

NET LOSSES, DEFICIENCY OF EARNINGS TO FIXED CHARGES                             

The Company had net losses of $939,000 and $610,000 for the years ended     
December 31, 1993 and 1994, respectively, and net income of $1.6 million for    
the year ended December 31, 1995. During such years, the Company incurred       
interest expense of $9.1 million, $9.9 million and $11.3 million,               
respectively, and depreciation and amortization expense of $5.9 million, $5.7   
million and $5.6 million, respectively. Although the Refinancing will extend    
the average life of the indebtedness of the Company, it will also increase the  
Company's total indebtedness and interest expense. See "Refinancing and Use of  
Proceeds," "Selected Historical and Pro Forma Financial Data," "Management's    
Discussion and Analysis of Results of Operations and Financial Condition" and   
the Company's financial statements and the notes thereto.                       

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INDEPENDENT AUDITORS' REPORT                                                    

Prior to the Refinancing, approximately $105 million of the Company's long- 
term debt had scheduled maturities in 1997. The Company's independent           
auditors, in their report on the Company's financial statements for the year    
ended December 31, 1995, stated, in Note 12 thereto, that the Company has a     
net capital deficiency and its cash flow from operations has not been           
sufficient to fund its long-term obligations, which raise substantial doubt     
about the Company's ability to continue as a going concern. See Note 12 of      
Notes to Financial Statements. As part of the Refinancing, the Company repaid   
all of its outstanding long-term indebtedness with net proceeds from the        
issuance of the Original Notes together with borrowings under the New Credit    
Facility.                                                                       

INABILITY TO REPURCHASE NOTES UPON A CHANGE OF CONTROL                          

In the event of a Change of Control (as defined in the Indenture), each     
holder of the Notes will be entitled to require the Issuers to purchase such    
holder's Notes at a price equal to 101% of the principal amount thereof plus    
accrued and unpaid interest to the date of repurchase. There can be no          
assurance that the Issuers will have sufficient funds, or will be               
contractually permitted under the terms of the New Credit Facility to           
repurchase the Notes upon a Change of Control. The Issuers would not have       
sufficient funds to effect a repurchase of the Notes if a Change of Control     
were to occur immediately after the Exchange Offer. The failure of the Issuers  
to comply with their obligations under the Indenture upon a Change of Control   
constitutes an Event of Default (as defined in the Indenture) under the         
Indenture. See "Description of Notes--Change in Control--Events of Default."    

THE NEW CREDIT FACILITY                                                         

Substantially all of the assets of the Company are pledged to secure        
indebtedness of up to $15.0 million (of which approximately $3.1 million was    
outstanding as of March 31, 1996) under the New Credit Facility and,            
accordingly, the lenders thereunder will have a prior claim on those assets.    
Permitted borrowings under the New Credit Facility will be subject to various   
conditions. In addition, the availability of borrowings will be subject to      
compliance with certain financial ratios. As of March 31, 1996, the entire      
credit facility was available under these ratios. Scheduled reductions in the   
banks' commitments under the New Credit Facility will commence in 1997. The     
agreement governing the New Credit Facility contains a number of covenants      
that are more restrictive than those contained in the Indenture, including      
covenants requiring the Company to maintain certain financial ratios that       
become more restrictive over time. Adverse operating results could cause        
noncompliance with one or more of these covenants, reducing the Company's       
borrowing availability and, in certain circumstances, entitling the lenders to  
accelerate the maturity of outstanding borrowings. See "Description of New      
Credit Facility." The Indenture provides that the Company may from time to      
time incur additional Indebtedness of up to $35.0 million secured by the        
Company's assets. See "Description of the Notes--Certain Covenants--Limitation  
on Additional Indebtedness."                                                    

NON-RECOURSE NATURE OF NOTES                                                    

The Notes are issued solely by the Issuers, and none of the Issuers'        
respective directors, officers, partners, stockholders, employees or            
affiliates will be an obligor under the Notes, and the Indenture expressly      
provides that, except as to Stephen Adams, such persons shall not have any      
liability for any obligations of the Issuers under the Notes or such Indenture  
or any claim based on, in respect of or by reason of such obligations, and      
that by accepting the Notes, each holder of Notes waives and releases all such  
liability, which waiver and release are part of the consideration for the       
Notes. Although Stephen Adams, in his capacity as a general partner of the      
Company, is personally liable in respect of indebtedness of the Company,        
including the Notes, the Indenture specifically limits his recourse liability   
and that of any other individual general partner of the Company.                

The Indenture provides that the Trustee and holders of the Notes only have  
recourse against Stephen Adams, an individual general partner of the Company,   
to the extent that the net proceeds of a liquidation of all assets of the       
Issuers are less than $40.0 million. The Trustee and the holders of the Notes   
have no recourse against any of the Issuers' partners or affiliates except as   
indicated in the preceding sentence. See "Description of the Notes--            

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Release from Liability." The Indenture permits the Issuers to incur additional  
Indebtedness in an amount of up to $35.0 million secured by the Company's       
assets. See "Description of the Notes--Limitation on Additional Indebtedness."  
Accordingly, recourse by the Trustee against Mr. Adams would be limited to      
$5.0 million to the extent secured lenders to the Company realize $35.0         
million from their collateral. In addition, although Mr. Adams currently has a  
net worth significantly in excess of his maximum potential recourse liability   
under the Indenture, Mr. Adams' assets consist in large part of illiquid        
investments in privately-held companies, including his interest in the Company  
which represents one of his significant assets. Accordingly, no assurance can   
be given that the Trustee and the holders of the Notes would be able to         
realize on any such possible recourse liability of Mr. Adams and holders of     
the Notes should not rely on such possible recourse liability of Mr. Adams for  
repayment of the Notes.                                                         

CONTROL OF ISSUERS                                                              

The Issuers are privately held. Stephen Adams holds all of the issued and   
outstanding stock of AOAI, the managing general partner of the Company. Mr.     
Adams is also the individual general partner of the Company and a 71.3%         
limited partner of the Company. As a result of such ownership, Mr. Adams can    
effectively control the affairs and policies of the Company. Accordingly, Mr.   
Adams can control the payment of distributions by the Company and whether the   
Company engages in any transactions with affiliates. However, the Indenture     
imposes limitations on the ability of the Company to make distributions and     
engage in activities with affiliates. See "Principal Security Holders" and      
"Description of the Notes--Certain Covenants."                                  

TOBACCO INDUSTRY ADVERTISING                                                    

Historically, manufacturers of tobacco products, principally cigarettes,    
have represented a significant portion of the demand for outdoor advertising    
displays. Tobacco industry expenditures on outdoor advertising have fluctuated  
in response to the declining population of smokers in the United States and     
increasing price competition from generic tobacco products. See "Business of    
the Company--Sales and Marketing." Although the Company has attempted to        
reduce its dependence on revenues derived from this market segment by           
increasing its focus on local and regional advertising revenues, reductions     
and variations in outdoor advertising expenditures by the tobacco products      
industry, which represented 12.6% of the Company's net revenues in 1995, could  
adversely affect the financial performance of the Company in the future.        

In addition, tobacco advertising is currently subject to regulations and    
legislation that has been introduced from time to time in Congress that would   
further regulate advertising of tobacco products. In May 1996, Phillip Morris   
U.S.A., the domestic tobacco subsidiary of Phillip Morris Companies Inc.,       
announced a proposal for comprehensive federal legislation to address concerns  
regarding the use of tobacco products by minors which included provisions that  
would ban all outdoor tobacco product advertising within 1,000 feet of any      
playground or elementary or secondary schools, on small urban billboards or in  
or on trains, buses, subways and taxis and stations, stops and shelters used    
by such mass-transit vehicles. While such further legislation has not been      
enacted by Congress, there can be no assurance that national or local           
legislation restricting tobacco advertising will not be enacted in the future.  
See "Business--Government Regulation."                                          

REGULATION OF OUTDOOR ADVERTISING                                               

The outdoor advertising business is subject to regulation by federal, state 
and local governments. Federal law requires states to restrict billboards on    
federally-aided roads to commercial and industrial areas and imposes certain    
additional size, spacing and other limitations on billboards. Some states have  
adopted standards more restrictive than federal requirements. Local             
governments generally control billboards as part of their zoning regulations,   
and some local governments prohibit construction of new billboards or allow     
new construction only to replace existing structures. In addition, some         
jurisdictions, including the city of Charlotte, North Carolina, which is one    
of the Company's primary markets, have adopted amortization ordinances under    
which owners and operators of outdoor advertising displays are required to      
remove existing structures at some future date, often without receipt of        
condemnation proceeds. Although the Company has been successful in the past in  
negotiating acceptable compensation arrangements in circumstances in which its  
displays have been removed, there can be no assurance that the Company will be  
successful in the future, and the extent of the possible adverse effect of      

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the Charlotte, North Carolina ordinance cannot specifically be determined at    
this time. In addition, the Company is unable to predict what additional        
regulation may be imposed on outdoor advertising in the future. Legislation     
regulating the content of billboard advertisements has been introduced in       
Congress from time to time in the past, although no laws which, in the opinion  
of the management of the Company, would materially adversely affect the         
Company's business have been enacted to date. Changes in laws and regulations   
affecting outdoor advertising at any level of government may have a material    
adverse affect on the Company's results of operations. See "Business--          
Government Regulation."                                                         

COMPETITION AND GENERAL ECONOMIC CONDITIONS                                     

The Company faces competition from other outdoor advertising companies and  
from other media, including radio, cable and network television, newspapers     
and direct mail marketing. Some of these competitors are better capitalized     
than the Company. Although the Company believes that it has been able to        
compete successfully in its markets to date, there can be no assurance that     
the Company will be able to continue to do so in the future.                    

The activities of the Company relate significantly to requirements of       
businesses for media advertising. The Company's business may, therefore, be     
sensitive to general economic trends affecting the demand for advertisements    
on the Company's advertising displays.                                          

BENEFITS OF REFINANCING TO AFFILIATES, EXECUTIVE OFFICERS AND DIRECTORS;        
TRANSACTIONS WITH AFFILIATES                                                    

A portion of the net proceeds of the Refinancing was used to retire         
subordinated indebtedness of the Company, of which approximately $14.7 million  
was held by Stephen Adams or entities controlled by Stephen Adams,              
approximately $150,000 was held by J. Kevin Gleason, the chief executive        
officer of AOAI, approximately $75,000 was held by Abe Levine, the chief        
financial officer of AOAI and approximately $380,000 was held by Andris A.      
Baltins, who became a director of AOAI upon completion of the Refinancing.      
Additionally, a portion of the net proceeds of the Refinancing was used to pay  
$2.0 million in deferred compensation payments earned since 1992 by Mr.         
Gleason. See "Refinancing and Use of Proceeds" and "Management--Agreements      
with Management--Incentive Compensation." Additionally, in the past, the        
Company has engaged in certain transactions with the partners, directors,       
officers and affiliates of the Issuers. See "Certain Transactions." The         
ability of the Issuers to engage in transactions with affiliates is limited by  
the terms of the Indenture. See "Description of the Notes--Certain Covenants--  
Limitations on Transactions with Affiliates."                                   

FRAUDULENT CONVEYANCE CONSIDERATIONS                                            

The incurrence by the Company of the indebtedness evidenced by the Notes to 
retire indebtedness incurred in connection with various of its acquisitions is  
subject to review under relevant federal and state fraudulent conveyance        
statutes in a bankruptcy or reorganization case or a lawsuit by or on behalf    
of creditors of the Company. Under these statutes, if a court were to find      
that the obligations were incurred with the intent of hindering, delaying or    
defrauding creditors or that the Company received less than a reasonably        
equivalent value or fair consideration for those obligations and, at the time   
of their incurrence, the Company either (i) was insolvent or rendered           
insolvent by reason thereof, (ii) was engaged in a business or transaction for  
which its remaining unencumbered assets constituted unreasonably small capital  
or (iii) intended to or believed that it would incur debts beyond its ability   
to pay as they matured or became due, the court could void those obligations.   
If a court were to determine that the indebtedness to be refinanced with the    
proceeds of the Offering was incurred in a fraudulent transfer under the        
foregoing standards, then a fraudulent conveyance claim also could be asserted  
with respect to the Notes. To the extent that the Notes were voided as a        
fraudulent conveyance or held to be unenforceable for any other reason,         
holders of the Notes would cease to have any claim in respect of the Notes.     

The measure of insolvency for purposes of a fraudulent conveyance claim will
vary depending upon the law of the jurisdiction being applied. Generally,       
however, a company will be considered insolvent at a particular time if the     
sum of its debts at that time is greater than the then fair value of its        
assets or if the fair salable value of its assets at that time is less than     
the amount that would be required to pay its probable liability on its          
existing debts as they become absolute and mature.                              

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The Company believes that at the time it incurred the indebtedness retired  
with the proceeds of the Private Offering it was, and at the time it issued     
the Original Notes it was, (i) neither insolvent nor rendered insolvent         
thereby, (ii) in possession of sufficient capital to run its business           
effectively and (iii) incurring debts within its ability to pay as the same     
mature or become due. In reaching these conclusions, the Company has relied     
upon various valuations and estimates of future cash flow that necessarily      
involve a number of assumptions and choices of methodology. No assurance can    
be given, however, that the assumptions and methodologies chosen by the         
Company would be adopted by a court or that a court would concur with the       
Company's conclusions as to its solvency.                                       

In rendering its opinion on the validity of the Notes, counsel for the      
Company will express no opinion as to federal or state laws relating to         
fraudulent transfers.                                                           

ABSENCE OF PUBLIC MARKET                                                        

The New Notes are being offered exclusively to holders of the Original      
Notes. The Original Notes were issued to CIBC Wood Gundy Securities Corp. (the  
"Initial Purchaser") who resold them to a limited number of institutional       
investors on March 12, 1996. There is no existing trading market for the        
Notes, and although the Company has been advised that the Initial Purchaser     
currently intends to make a market in the Notes, the Initial Purchaser is not   
obligated to do so and may discontinue any such market making at any time       
without notice. In addition, any market making activities in the Original       
Notes may be limited during the pendency of the Exchange Offer. There can be    
no assurance that an active trading market for the Notes will develop, or, if   
it develops, that it will continue. Future trading prices for the Notes will    
depend on many factors, including, among others, the Company's operating        
results, the market for similar securities and changes in prevailing interest   
rates. See "Description of the Notes--Registration Rights; Liquidated Damages"  
and "Plan of Distribution."                                                     

CONSEQUENCES OF FAILURE TO EXCHANGE                                             

Holders of Original Notes who do not exchange their Original Notes for New  
Notes pursuant to the Exchange Offer will continue to be subject to the         
restrictions on transfer of such Original Notes as set forth in the legend      
thereon as a consequence of the issuance of the Original Notes pursuant to      
exemptions from, or in transactions not subject to, the registration            
requirements of the Securities Act and applicable state securities laws. In     
general, the Original Notes may not be offered or sold, unless registered       
under the Securities Act, except pursuant to an exemption from, or in a         
transaction not subject to, the Securities Act and applicable state securities  
laws. The Issuers do not currently anticipate that they will register the       
Original Notes under the Securities Act. New Notes issued pursuant to the       
Exchange Offer in exchange for Original Notes may be offered for resale,        
resold or otherwise transferred by Holders thereof (other than any such holder  
which is an "affiliate" of the Issuers within the meaning of Rule 405 under     
the Securities Act) without compliance with the registration and prospectus     
delivery provisions of the Securities Act provided that such New Notes are      
acquired in the ordinary course of such holders' business and such holders      
have no arrangement with any person to participate in the distribution of such  
Notes. Each broker-dealer that receives New Notes for its own account pursuant  
to the Exchange Offer must acknowledge that it will deliver a prospectus in     
connection with any resale of such New Notes. The Letter of Transmittal states  
that, by so acknowledging and by delivering a prospectus, a broker-dealer will  
not be deemed to admit that it is an "underwriter" within the meaning of the    
Securities Act. This Prospectus, as it may be amended or supplemented from      
time to time, may be used by a broker-dealer in connection with resales of New  
Notes received in exchange for Original Notes where such Original Notes were    
acquired by such broker-dealer as a result of market-making activities or       
other trading activities. The Issuers have agreed that, for a period of 165     
days after the effective date of this Prospectus, it will make this Prospectus  
available to any broker-dealer for use in connection with any such resale. See  
"Plan of Distribution." However, to comply with the securities laws of certain  
jurisdictions, if applicable, the New Notes may not be offered or sold unless   
they have been registered or qualified for sale in such jurisdictions or an     
exemption from registration or qualification is available and is complied       
with. To the extent that Original Notes are tendered and accepted in the        
Exchange Offer, the trading market for untendered and tendered but unaccepted   
Original Notes will be adversely affected.                                      

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THE EXCHANGE OFFER  

PURPOSES AND EFFECTS OF THE EXCHANGE OFFER                                      

The Original Notes were sold by the Issuers on March 12, 1996 to the Initial
Purchaser, who resold the Original Notes to "qualified institutional buyers"    
(as defined in Rule 144A under the Securities Act) and other institutional      
"accredited investors" (as defined in Rule 501(a) under the Securities Act).    
In connection with the sale of the Original Notes, the Issuers and the Initial  
Purchaser entered into a Registration Rights Agreement dated as of March 12,    
1996 (the "Registration Rights Agreement") pursuant to which the Issuers        
agreed to file with the Commission a registration statement (the "Exchange      
Offer Registration Statement") with respect to an offer to exchange the         
Original Notes for New Notes within 30 days following the issuance of the       
Original Notes. In addition, the Issuers agreed to use their best efforts to    
cause the Exchange Offer Registration Statement to become effective under the   
Securities Act and to issue the New Notes pursuant to the Exchange Offer. A     
copy of the Registration Rights Agreement has been filed as an exhibit to the   
Registration Statement of which this Prospectus is a part.                      

The Exchange Offer is being made pursuant to the Registration Rights        
Agreement to satisfy the Issuer's obligations thereunder. The term "holder,"    
with respect to the Exchange Offer, means any person in whose name Original     
Notes are registered on the books of the Company or any other person who has    
obtained a properly completed bond power from the registered holder, or any     
person whose Original Notes are held of record by the Depository. The Issuers   
are generally not required to file any registration statement to register any   
outstanding Original Notes. Holders of Original Notes who do not tender their   
Original Notes or whose Original Notes are tendered but not accepted would      
have to rely on exemptions to registration requirements under the securities    
laws, including the Securities Act, if they wish to sell their Original Notes.  

Based on an interpretation by the staff of the Commission set forth in no-  
action letters issued to third parties unrelated to the Issuers, the Issuers    
believe that the New Notes issued pursuant to the Exchange Offer in exchange    
for Original Notes may be offered for resale, resold and otherwise transferred  
by any holder of such New Notes (other than a person that is an "affiliate" of  
the Issuers within the meaning of Rule 405 under the Securities Act and except  
as set forth in the next paragraph) without compliance with the registration    
and prospectus delivery provisions of the Securities Act, provided that such    
New Notes are acquired in the ordinary course of such holder's business and     
such holder is not engaged and does not intend to engage, and has no            
arrangement or understanding with any person to engage, in the distribution of  
such New Notes.                                                                 

If any person were to be participating in the Exchange Offer for the purpose
of distributing securities in a manner not permitted by the Commission's        
interpretation (i) the position of the staff of the Commission enunciated in    
interpretive letters would be inapplicable to such person and (ii) such person  
would be required to comply with the registration and prospectus delivery       
requirements of the Securities Act in connection with any resale transaction.   
Each broker-dealer that receives New Notes for its own account in exchange for  
Original Notes, where such Original Notes were acquired by such broker-dealer   
as a result of market-making activities or other trading activities, must       
acknowledge that it will deliver a prospectus in connection with any resale of  
such New Notes. See "Plan of Distribution."                                     

The Exchange Offer is not being made to, nor will the Issuers accept        
surrenders for exchange from, holders of Original Notes in any jurisdiction in  
which the Exchange Offer or the acceptance thereof would not be in compliance   
with the securities or Blue Sky laws of such jurisdiction. Prior to the         
Exchange Offer, however, the Issuers will use their best efforts to register    
or qualify the New Notes for offer and sale under the securities or Blue Sky    
laws of such jurisdictions as is necessary to permit consummation of the        
Exchange Offer and do any and all other acts or things necessary or advisable   
to enable the offer and sale in such jurisdictions of the New Notes.            

TERMS OF THE EXCHANGE OFFER                                                     

Upon the terms and subject to the conditions set forth in this Prospectus   
and in the accompanying Letter of Transmittal, the Issuers will accept any and  
all Original Notes validly tendered prior to 5:00 p.m., New York                

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City time, on the Expiration Date (as defined below). The Issuers will issue    
up to $105,000,000 aggregate principal amount of New Notes in exchange for a    
like principal amount of outstanding Original Notes which are validly tendered  
and accepted in the Exchange Offer. Subject to the conditions of the Exchange   
offer described below, the Company will accept any and all Original Notes       
which are so tendered. Holders may tender some or all of their Original Notes   
pursuant to the Exchange Offer.                                                 

The Exchange Offer is not conditioned upon any number of Original Notes     
being tendered.                                                                 

The form and terms of the New Notes will be the same in all material        
respects as the form and terms of Original Notes, except that the New Notes     
will be registered under the Securities Act and hence will not bear legends     
restricting the transfer thereof. The Notes will not represent additional       
indebtedness of the Issuers and will be entitled to the benefits of the         
Indenture, which is the same Indenture as the one under which the Original      
Notes were issued.                                                              

Interest on the New Notes will accrue from the most recent date to which    
interest has been paid on the Original Notes or, if no interest has been paid,  
from March 12, 1996. Accordingly, registered holders of New Notes on the        
relevant record date for the first interest payment date following the          
consummation of the Exchange Offer will receive interest accruing from the      
most recent date to which interest has been paid or, if no interest has been    
paid, from March 12, 1996. Original Notes accepted for exchange will cease to   
accrue interest from and after the date of the consummation of the Exchange     
Offer. Holders whose Original Notes are accepted for exchange will not receive  
any payment in respect of interest on such Original Notes otherwise payable on  
any interest payment date the record date for which occurs on or after          
consummation of the Exchange Offer.                                             

Holders of Original Notes do not have any appraisal or dissenters' rights   
under the Indenture in connection with the Exchange Offer. The Issuers intend   
to conduct the Exchange Offer in accordance with the provisions of the          
Registration Rights Agreement. Original Notes which are not tendered for        
exchange or are tendered but not accepted in the Exchange Offer will remain     
outstanding and be entitled to the benefits of the Indenture, but will not be   
entitled to any registration rights under the Registration Rights Agreement.    

The Issuers shall be deemed to have accepted validly tendered Original Notes
when, as and if the Issuers have given oral or written notice thereof to the    
Exchange Agent for the Exchange Offer. The Exchange Agent will act as agent     
for the tendering holders for the purposes of receiving the New Notes from the  
Issuers.                                                                        

If any tendered Original Notes are not accepted for exchange because of an  
invalid tender, the occurrence of certain other events set forth herein or      
otherwise, certificates for any such unaccepted Original Notes will be          
returned, without expense, to the tendering holder thereof as promptly as       
practicable after the Expiration Date.                                          

Holders who tender Original Notes in the Exchange Offer will not be required
to pay brokerage commissions or fees or, subject to the instructions in the     
Letters of Transmittal, transfer taxes with respect to the exchange of          
Original Notes pursuant to the Exchange Offer. The Company will pay all         
charges and expenses, other than certain applicable taxes described below, in   
connection with the Exchange Offer. See "--Fees and Expenses."                  

CONDITIONS OF THE EXCHANGE OFFER                                                

In addition, and notwithstanding any other term of the Exchange Offer, the  
Issuers will not be required to accept for exchange any Original Notes for any  
New Notes tendered and may terminate or amend the Exchange Offer as provided    
herein before the acceptance of such Original Notes, if any of the following    
conditions exist:                                                               

(a) any action or proceeding is instituted or threatened in any court or
by or before any governmental agency or regulatory authority with respect   
to the Exchange Offer which, in the judgment of the Issuers, could          
reasonably be expected to materially impair the ability of the Issuers to   
proceed with the Exchange Offer or have a material adverse effect on the    
contemplated benefits of the Exchange Offer to the Issuers; or              

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(b) there shall have occurred any change, or any development involving a
prospective change, in the business or financial affairs of the Issuers,    
which in the judgment of the Issuers, could reasonably be expected to       
materially impair the ability of the Issuers to proceed with the Exchange   
Offer or materially impair the contemplated benefits of the Exchange Offer  
to the Issuers; or                                                          

(c) there shall have been proposed, adopted or enacted any law, statute,
rule or regulation which, in the judgment of the Issuers, could reasonably  
be expected to materially impair the ability of the Issuers to proceed with 
the Exchange Offer or have a material adverse effect on the contemplated    
benefits of the Exchange Offer to the Issuers; or                           

(d) there shall have occurred (i) any general suspension of, shortening 
of hours for, or limitation on prices for, trading in securities on the New 
York Stock Exchange (whether or not mandatory), (ii) a declaration of a     
banking moratorium or any suspension of payments in respect of banks by     
Federal or state authorities in the United States (whether or not           
mandatory), (iii) a commencement of a war, armed hostilities or other       
international or national crisis directly or indirectly involving the       
United States, (iv) any limitation (whether or not mandatory) by any        
governmental authority on, or other event having a reasonable likelihood of 
affecting, the extension of credit by banks or other lending institutions   
in the United States, or (v) in the case of any of the foregoing existing   
at the time of the commencement of the Exchange Offer, a material           
acceleration or worsening thereof.                                          

The foregoing conditions are for the sole benefit of the Issuers and may be 
asserted by the Issuers regardless of the circumstances giving rise to such     
conditions or may be waived by the Issuers in whole or in part at any time and  
from time to time in its sole discretion. If the Issuers waive or amend the     
foregoing conditions, the Issuers will, if required by applicable law, extend   
the Exchange Offer for a minimum of five business days from the date that the   
Issuers first give notice, by public announcement or otherwise, of such waiver  
or amendment, if the Exchange Offer would otherwise expire within such five     
business-day period. Any waiver or amendment, if the Exchange Offer would       
otherwise expire within such five business-day period. Any determination by     
the Issuers concerning the events described above will be final and binding     
upon all parties.                                                               

EXPIRATION DATE; EXTENSION; TERMINATION; AMENDMENTS                             

The Exchange Offer will expire at 5:00 P.M., New York City Time, on August  
16, 1996, subject to extension by the Company by notice to the Exchange Agent   
as herein provided. The Issuers reserve the right to so extend the Exchange     
Offer at its discretion, in which event the term "Expiration Date" shall mean   
the time and date on which the Exchange Offer as so extended shall expire. The  
Company will notify the Exchange Agent of any extension by oral or written      
notice and will make a public announcement thereof, each prior to 9:00 A.M.,    
New York City time, on the next business day after the previously scheduled     
Expiration Date.                                                                

The Issuers reserve the right (i) to delay accepting for exchange any       
Original Notes for any New Notes or to extend or terminate the Exchange Offer   
and not accept for exchange any Original Notes for any New Notes if any of the  
events set forth below under the caption "Conditions of the Exchange Offer"     
shall have occurred and shall not have been waived by the Issuers by giving     
oral or written notice of such delay or termination to the exchange Agent, or   
(ii) to amend the terms of the Exchange Offer in any manner. Any such delay in  
acceptance for exchange, extension or amendment will be followed as promptly    
as practicable by public announcement thereof. If the Exchange Offer is         
amended in a manner determined by the Issuers to constitute a material change,  
the Issuers will promptly disclose such amendment in a manner reasonably        
calculated to inform the holder of New Notes of such amendment and the Company  
will extend the Exchange Offer for a period of five to 10 business days,        
depending upon the significance of the amendment and the manner of disclosure   
to the holders of the New Notes, if the Exchange Offer would otherwise expire   
during such five to 10 business-day period. The rights reserved by the Company  
in this paragraph are in addition to the Company's rights set forth below       
under the caption "Conditions of the Exchange Offer."                           

PROCEDURES FOR TENDERING                                                        

Only a holder of Original Notes may tender such Original Notes in the       
Exchange Offer. To tender in the Exchange Offer, a holder must complete, sign   
and date the Letter of Transmittal, or a facsimile thereof, have the            

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signatures thereon guaranteed if required by the Letter of Transmittal, and     
mail or otherwise deliver such Letter of Transmittal or such facsimile,         
together with the Original Notes (unless such tender is being effected          
pursuant to the procedure for book-entry transfer described below) and any      
other required documents, to the Exchange Agent prior to 5:00 P.M., New York    
City time, on the Expiration Date.                                              

Any financial institution that is a participant in the Depositary's Book-   
Entry Transfer Facility system may make book-entry deliver of the Original      
Notes by causing the Depositary to transfer such Original Notes into the        
Exchange Agent's account in accordance with the Depositary's procedure for      
such transfer. Although delivery of Original Notes may be effected through      
book-entry transfer into the Exchange Agent's account at the Depositary, the    
Letter of Transmittal (or facsimile thereof), with any required signature       
guarantees and any other required documents, must, in any case, be transmitted  
to and received or confirmed by the Exchange Agent at its addresses set forth   
in "Exchange Agent" below prior to 5:00 P.M., New York City time, on the        
Expiration Date. DELIVERY OF DOCUMENTS TO THE DEPOSITARY IN ACCORDANCE WITH     
ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.              

The tender by a holder of Original Notes will constitute an agreement       
between such holder and the Issuers in accordance with the terms and subject    
to the conditions set forth herein and in the Letter of Transmittal.            

The method of delivery of Original Notes and the Letter of Transmittal and  
all other required documents to the Exchange Agent is at the election and risk  
of the holders. Instead of delivery by mail, it is recommended that holders     
use an overnight or hand delivery service. In all cases, sufficient time        
should be allowed to assure delivery to the Exchange Agent before the           
Expiration Date. No Letter of Transmittal or Original Notes should be sent to   
the Company. Holders may request their respective brokers, dealers, commercial  
banks, trust companies or nominees to effect the tenders for such holders.      

Signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by an Eligible Institution (as defined below)        
unless the Original Notes tendered pursuant thereto are tendered (i) by a       
registered holder who has not completed the box entitled "Special Issuance      
Instructions" or "Special Delivery Instructions" on the Letter of Transmittal,  
or (ii) for the account of an Eligible Institution. In the event that           
signatures on a Letter of Transmittal or a notice of withdrawal, as the case    
may be, are required to be guaranteed, such guarantee must be by a member of a  
signature guarantee program within the meaning of Rule 17Ad-15 under the        
Exchange Act (an "Eligible Institution").                                       

If the Letter of Transmittal or any Original Notes or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers  
of corporations or others acting in a fiduciary or representative capacity,     
such persons should so indicate when signing, and unless waived by the          
Issuers, evidence satisfactory to the Issuers of their authority to so act      
must be submitted with the Letter of Transmittal.                               

All questions as to the validity, form, eligibility (including time of      
receipt) and acceptance and withdrawal of tendered Original Notes will be       
determined by the Issuers in their sole discretion, which determination will    
be final and binding. The Issuers reserve the absolute right to reject any and  
all Original Notes not properly tendered or any Original Notes the Issuers'     
acceptance of which would, in the opinion of counsel for the Company, be        
unlawful. The Issuers also reserve the right to waive any defects,              
irregularities or conditions of tender as to particular Original Notes. The     
Issuers' interpretation of the terms and conditions of the Exchange Offer       
(including the instructions in the Letter of Transmittal) will be final and     
binding on all parties. Unless waived, any defects or irregularities in         
connection with tenders of Original Notes must be cured within such times as    
the Company shall determine. Although the Issuers intend to request the         
Exchange Agent to notify holders of defects or irregularities with respect to   
tenders of Original Notes, neither the Issuers, the Exchange Agent nor any      
other person shall incur any liability for failure to give such notification.   
Tenders of Original Notes will not be deemed to have been made until such       
defects or irregularities have been cured or waived. Any Original Notes         
received by the Exchange Agent that are not properly tendered and as to which   
the defects or irregularities have not been cured or waived will be returned    
by the Exchange Agent to the tendering holders, unless otherwise provided in    
the Letter of Transmittal, as soon as practicable following the Expiration      
Date.                                                                           

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In addition, the Issuers reserve the right in its sole discretion (subject  
to limitations contained in the Indenture) (i) to purchase or make offers for   
any Original Notes that remain outstanding subsequent to the Expiration Date    
and (ii) to the extent permitted by applicable law, purchase Original Notes in  
the open market, in privately negotiated transactions or otherwise. The terms   
of any such purchases or offers could differ from the terms of the Exchange     
Offer.                                                                          

By tendering, each holder will represent to the Issuers that, among other   
things, the New Notes acquired pursuant to the Exchange Offer are being         
obtained in the ordinary course of business of the person receiving such New    
Notes, whether or not such person is the holder and that neither the holder     
nor any such other person has an arrangement or understanding with any person   
to participate in the distribution of such New Notes and that neither the       
holder nor any such other person is an "affiliate", as defined in Rule 405      
under the Securities Act, of the Issuers. If the holder is a broker-dealer      
that will receive New Notes for its own account in exchange for Original Notes  
that were acquired as a result of market-making activities or other trading     
activities, such holder by tendering will acknowledge that it will deliver a    
prospectus in connection with any resale of such New Notes.                     

GUARANTEED DELIVERY PROCEDURES                                                  

Holders who wish to tender their Original Notes and (i) whose Original Notes
are not immediately available, or (ii) who cannot deliver their Original Notes  
and other required documents to the Exchange Agent, or cannot complete the      
procedure for book-entry transfer prior to the Expiration Date, may effect a    
tender if:                                                                      

(a) The tender is made through an Eligible Institution;                 

(b) Prior to the Expiration Date, the Exchange Agent receives from such 
Eligible Institution a properly completed and duly executed Notice of       
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)      
setting forth the name and address of the holder, the certificate number(s) 
of such Original Notes (if available) and the principal amount of Original  
Notes tendered together with a duly executed Letter of Transmittal (or a    
facsimile thereof), stating that the tender is being made thereby and       
guaranteeing that, within three business days after the Expiration Date,    
the certificate(s) representing the Original Notes to be tendered in proper 
form for transfer (or a confirmation of a book-entry transfer into the      
Exchange Agent's account at the Depositary of Original Notes delivered      
electronically) with any other documents required by the Letter of          
Transmittal will be deposited by the Eligible Institution with the Exchange 
Agent; and                                                                  

(c) Such certificate(s) representing all tendered Original Notes in     
proper form for transfer (or confirmation of a book-entry transfer into the 
Exchange Agent's account at the Depositary of Original Notes delivered      
electronically) and all other documents required by the Letter of           
Transmittal are received by the Exchange Agent within three business days   
after the Expiration Date.                                                  

Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be 
sent to holders who wish to tender their Original Notes according to the        
guaranteed delivery procedures set forth above.                                 

WITHDRAWAL OF TENDERS                                                           

Except as otherwise provided herein, tenders of Original Notes may be       
withdrawn at any time prior to 5:00 P.M., New York City time, on the            
Expiration Date, unless previously accepted for exchange.                       

To withdraw a tender of Original Notes in the Exchange Offer, a written or  
facsimile transmission notice of withdrawal must be received by the Exchange    
Agent at its address set forth herein prior to 5:00 P.M., New York City time,   
on the Expiration Date, and prior to acceptance for exchange thereof by the     
Company. Any such notice of withdrawal must (i) specify the name of the person  
having deposited the Original Notes to be withdrawn (the "Depositor"), (ii)     
identify the Original Notes to be withdrawn (including the certificate number   
or numbers and principal amount of such Original Notes), (iii) be signed by     
the Depositor in the same manner as the original signature on the Letter of     
Transmittal by which such Original Notes were tendered (including any required  
signature guarantees) or be accompanied by documents of transfer sufficient to  
have the Trustee with respect to                                                

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the Original Notes register the transfer of such Original Notes into the name   
of the person withdrawing the tender, and (iv) specify the name in which any    
such Original Notes are to be registered, if different from that of the         
Depositor. All questions a to the validity, form and eligibility (including     
time of receipt) of such withdrawal notices will be determined by the Issuers,  
whose determination shall be final and binding on all parties. Any Original     
Notes so withdrawn will be deemed not to have been validly tendered for         
purposes of the Exchange Offer and no New Notes will be issued with respect     
thereto unless the Original Notes so withdrawn are validly re-tendered. Any     
Original Notes which have been tendered but which are not accepted for          
exchange or which are withdrawn will be returned to the holder thereof without  
cost to such holder as soon as practicable after withdrawal, rejection of       
tender or termination of the Exchange Offer. Properly withdrawn Original Notes  
may be re-tendered by following one of the procedures described above under     
"Procedures for Tendering" at any time prior to the Expiration Date.            

FEES AND EXPENSES                                                               

The expenses of soliciting tenders pursuant to the Exchange Offer will be   
borne by the Issuers. The principal solicitation for tenders pursuant to the    
Exchange Offer is being made by mail; however, additional solicitation may be   
made by telegraph, telephone or in person by officers and regular employees of  
the Issuers and their affiliates.                                               

The Issuers have not retained any dealer-manager in connection with the     
Exchange Offer and will not make any payments to brokers, dealers or other      
soliciting acceptances of the Exchange Offer. The Issuers, however, will pay    
the Exchange Agent reasonable and customary fees for its services and will      
reimburse it for its reasonable out-of-pocket expenses in connection            
therewith. The Issuers may also pay brokerage houses and other custodians,      
nominees and fiduciaries the reasonable out-of-pocket expenses incurred by      
them in forwarding copies of this Prospectus, Letters of Transmittal and        
related documents to the beneficial owners of the Original Notes and in         
handling or forwarding tenders for exchange. The Issuers will pay the other     
expenses to be incurred in connection with the Exchange Offer, including fees   
and expenses of the Trustee, accounting and legal fees and printing costs.      

The Issuers will pay all transfer taxes, if any, applicable to the exchange 
of Original Notes pursuant to the Exchange Offer. If, however, certificates     
representing New Notes or Original Notes for principal amounts not tendered or  
accepted for exchange are to be delivered to, or are to be issued in the name   
of, any person other than the registered holder of the Original Notes           
tendered, or if tendered Original Notes are registered in the name of any       
person other than the person signing the Letter of Transmittal, or if a         
transfer tax is imposed for any reason other than the exchange of Original      
Notes pursuant to the Exchange Offer, then the amount of any such transfer      
taxes (whether imposed on the registered holder or any to her persons) will be  
payable by the tendering holder. If satisfactory evidence of payment of such    
taxes or exemption therefrom is not submitted with the Letter of Transmittal,   
the amount of such transfer taxes will be billed directly to such tendering     
holder.                                                                         

CONSEQUENCES OF FAILURE TO EXCHANGE ORIGINAL NOTES                              

Generally, holders (other than any holder who is an "affiliate" of the      
Issuers within the meaning of Rule 405 under the Securities Act) who exchange   
their Original Notes for New Notes pursuant to the Exchange Offer may offer     
such New Notes for resale, resell such New Notes, and otherwise transfer such   
New Notes without compliance with the registration and prospectus delivery      
provisions of the Securities Act, provided such New Notes are acquired in the   
ordinary course of the holders' business, and such holders have no arrangement  
with any person to participate in a distribution of such New Notes. Each        
broker-dealer that receives New Notes for its own account in exchange for       
Original Notes, where such Original Notes were acquired by such broker-dealer   
as a result of market-making activities or other trading activities, must       
acknowledge that it will deliver a prospectus in connection with any resale of  
such New Notes. See "Plan of Distribution." To comply with the securities laws  
of certain jurisdictions, it may be necessary to qualify for sale or register   
the New Notes prior to offering or selling such New Notes. Upon request by      
holders prior to the Exchange Offer, the Issuers will register or qualify the   
New Notes in certain jurisdictions subject to the conditions in the             
Registration Rights Agreement. If a holder                                      

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does not exchange such Original Notes for New Notes pursuant to the Exchange    
Offer, such Original Notes will continue to be subject to the restrictions on   
transfer contained in the legend thereon and will not have the benefit of any   
covenant regarding registration under the Securities Act. In general, the       
Original Notes may not be offered or sold, unless registered under the          
Securities Act, except pursuant to the exemption from, or in a transaction not  
subject to, the Securities Act and applicable state securities laws. To the     
extent that Original Notes are tendered and accepted in the Exchange Offer, a   
holder's ability to sell untendered Original Notes could be adversely           
affected.                                                                       

ACCOUNTING TREATMENT                                                            

The New Notes will be recorded at the same carrying value as the Original   
Notes, as reflected in the Issuers' accounting records on the date of the       
exchange. Accordingly, no gain or loss for accounting purposes will be          
recognized by the Issuers upon the consummation of the Exchange Offer. The      
expenses of the Exchange Offer will be amortized by the Issuers over the term   
of the New Notes under generally accepted accounting principles.                

EXCHANGE AGENT                                                                  

United States Trust Company of New York has been appointed as Exchange Agent
for the Exchange Offer. All correspondence in connection with the Exchange      
Offer and the Letter of Transmittal should be addressed to the Exchange Agent,  
as follows:                                                                     

     By Hand:                       By Overnight Courier/Mail:

United States Trust Company            United States Trust Company  
of New York                            of New York  
Corporate Trust Window                770 Broadway, 13th Floor  
111 Broadway, Lower Level                 New York, NY 10003      
       New York, NY 10006            Attention: Corporate Trust Department

Facsimile Transmission: 
(212) 420-6152  
(For Eligible Institutions Only)  

Confirm by Telephone: 

(800) 548-6565  

Requests for additional copies of this Prospectus or the Letter of          
Transmittal should be directed to the Exchange Agent.                           

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THE COMPANY 

Adams Outdoor Advertising Limited Partnership is the seventh largest owner  
and operator of outdoor advertising structures in the United States. The        
Company currently provides outdoor advertising services in eight markets and    
surrounding areas in the midwest, southeast and mid-Atlantic states:            
Charlotte, NC; Kalamazoo, MI; Lansing/Jackson, MI; Lehigh Valley, PA; Madison,  
WI; Minneapolis, MN; Norfolk, VA; and Peoria, IL. As of December 31, 1995, the  
Company operated, in the aggregate, approximately 7,000 advertising displays,   
including approximately 1,900 painted bulletins, 4,500 30-sheet posters, 150    
junior (8-sheet) posters and 450 transit displays.                              

The Company's strategy is to focus its outdoor advertising operations in    
medium-sized markets in which it is or could be the leading provider of such    
services. The Company offers its customers comprehensive outdoor advertising    
services, including local creative professionals, account executives,           
production facilities and business development staffs. These resources allow    
the Company to educate current customers and potential customers on the         
effectiveness of the outdoor advertising medium and to demonstrate to           
customers how to integrate outdoor advertising into their marketing plans. The  
Company also develops creative ideas and displays to advertise a customer's     
products or services and provides customers with detailed local market          
research and information about potential advertising opportunities.             

During the five years ended December 31, 1995, net revenues increased from  
$31.4 million to $42.9 million. Operating Cash Flow (as defined herein) has     
grown from $11.9 million to $20.9 million over the same period. The Company     
has increased revenue and Operating Cash Flow primarily through a strategy of   
increasing revenues from existing display faces in each market by developing    
programs that maximize advertising rates and optimize occupancy levels and      
through lowering operating expenses by reducing accounting, administrative and  
operations staff. In recent years, this strategy has resulted in high           
operating leverage which enabled the Company to increase Operating Cash Flow    
at a faster rate than net revenues. Operating Cash Flow is not intended to      
represent net cash provided by operating activities as defined by generally     
accepted accounting principles and should not be considered as an alternative   
to net income or loss as an indicator of the Company's operating performance    
or to net cash provided by operating, investing and financing activities as a   
measure of liquidity or ability to meet cash needs. Information is disclosed    
herein to permit a more complete comparative analysis of the Company's          
performance relative to other companies in the media industry that publicly     
report Operating Cash Flow or similarly defined measures.                       

The Company believes that its strong position in its markets, its emphasis  
on local and regional advertisers and the geographical diversity of its         
operations provide stability to its revenue base, reduce its reliance upon any  
single local economy or advertiser, and mitigate the effect of fluctuations in  
national advertising expenditures. Net revenues attributable to local and       
regional advertising have increased as a percentage of total net revenues from  
83.5% in 1991 to 87.4% in 1995.                                                 

The Company has been able to maintain its position as a leading provider of 
outdoor advertising services in its primary markets due to the barriers to      
entry created by the combination of the Company's existing site locations and   
government regulations limiting the erection of new displays. The Company       
intends to build upon its position as the dominant provider of outdoor          
advertising in its markets and the competitive advantage provided by its        
sales, creative and business development staffs. The Company plans to           
accomplish this by continuing to develop its customer base among local and      
regional advertisers, improving the utilization and rate structure of its       
display faces and expanding the number of its displays through building in its  
existing markets and, when appropriate, through making acquisitions.            

The Company's business was founded in 1983 with the acquisition of Central  
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.   
Over the next five years, the Company pursued a strategy of geographic          
expansion into additional medium-sized markets, primarily through the           
acquisition of existing outdoor advertising businesses in selected midwest,     
southeast and mid-Atlantic markets. This geographic                             

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expansion strategy has enabled the Company to capitalize on the efficiencies,   
economies of scale and marketing opportunities associated with operating        
outdoor advertising businesses located in proximate or contiguous geographic    
markets to its primary markets. Since 1988, the Company's sales and Operating   
Cash Flow growth has resulted from increased display inventory, primarily       
through new construction and, to a lesser extent, from acquisitions of          
displays in existing markets and the significant upgrading of its existing      
display inventory. The Company has also been able to reduce operating expenses  
while achieving higher rate and occupancy levels.                               

The principal executive offices of the Company and Adams Outdoor            
Advertising, Inc. are located at 1380 W. Paces Ferry Road, N.W., Suite 170,     
South Wing, Atlanta, Georgia 30327. The Company's telephone number is (404)     
233-1366.                                                                       

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REFINANCING AND USE OF PROCEEDS 

The Private Offering was part of the Refinancing, which extended the average
life of the Company's debt obligations and enhanced its financial and           
operating flexibility. As part of the Refinancing, the Company replaced its     
existing credit facility with the New Credit Facility, which permits            
borrowings, on a revolving basis, in an aggregate amount up to $15.0 million    
and to repay certain outstanding indebtedness. See "Description of New Credit   
Facility."                                                                      

Pursuant to the Refinancing, the net proceeds from the issuance of the      
Original Notes, after estimated expenses of the Private Offering of $4.5        
million, together with borrowings under the New Credit Facility, were used by   
the Company to (i) repay its outstanding borrowings under an existing credit    
facility ($82.3 million), (ii) retire its 9% Subordinated Notes ($16.3          
million), of which, $11.4 million in aggregate principal amount was held by     
Stephen Adams or entities controlled by Stephen Adams and $4.9 million in       
aggregate principal amount was held by the Initial Purchaser, (iii) retire its  
zero coupon 10% Subordinated Notes due January 31, 1996 ($1.9 million), of      
which $1.4 in aggregate principal amount was held by Stephen Adams or entities  
controlled by Stephen Adams, (iv) retire its zero coupon 10% Subordinated       
Notes due January 2, 1997 ($6.8 million outstanding), of which $1.8 million in  
aggregate principal amount was held by Stephen Adams or entities controlled by  
Stephen Adams, and (v) pay $2.0 million in deferred compensation payments       
earned since 1992 by J. Kevin Gleason, the chief executive officer of the       
managing general partner of the Company. See "Management--Agreements with       
Management--Incentive Compensation."                                            

The following table sets forth the sources and uses of proceeds to effect   
the Refinancing:                                                                

                                                                [Download Table]

                                                                      (DOLLARS 
                                                                         IN    
                                                                     THOUSANDS)
                                                                     ----------
                                                                               
Sources of proceeds:                                                           
  Original Notes....................................................  $105,000 
  New Credit Facility (a)...........................................     8,815 
                                                                      -------- 
    Total sources of proceeds.......................................  $113,815 
                                                                      ======== 
Uses of proceeds:                                                              
  Repayment of existing credit facility.............................  $ 82,329 
  Repayment of 9% Subordinated Notes (b)............................    16,284 
  Repayment of zero coupon 10% Subordinated Notes                              
   due January 31, 1996 (c).........................................     1,915 
  Repayment of zero coupon 10% Subordinated Notes due January 2,               
   1997 (d).........................................................     6,787 
  Payment of deferred compensation (e)..............................     2,000 
  Fees and expenses (f).............................................     4,500 
                                                                      -------- 
    Total uses of proceeds..........................................  $113,815 
                                                                      ======== 

--------                                                                        
(a) The Company entered into the New Credit Facility contemporaneously with     
the closing of the sale of the Notes under the Private Offering.        
(b) Stephen Adams or entities controlled by Stephen Adams held $11.4 million    
 and the Initial Purchaser held $4.9 million in principal amount of the 9%
Subordinated Notes.                                                     
(c) Stephen Adams or entities controlled by Stephen Adams held $1.4 million of  
  the principal amount of the zero coupon 10% Subordinated Notes due January
31, 1996.                                                               
(d) Stephen Adams or entities controlled by Stephen Adams held $1.8 million of  
  the principal amount of the zero coupon 10% Subordinated Notes due January
2, 1997. J. Kevin Gleason, the chief executive officer of the managing  
general partner of the Company, and Abe Levine, the chief financial     
 officer of the managing general partner of the Company, held $151,846 and
$76,218, respectively, of the principal amount of the zero coupon 10%   
Subordinated Notes due January 2, 1997. Andris A. Baltins, who became a 
director of                                                             

                                           (Notes continued on following page)

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AOAI upon completion of the Refinancing, held $380,547 of the principal   
amount of the zero coupon 10% Subordinated Notes due January 2, 1997.     
(e) Represents $2.0 million in deferred compensation earned since 1992 due to   
J. Kevin Gleason, the chief executive officer of the managing general   
partner of the Company, and payable upon completion of the Refinancing. 
See "Management--Agreements with Management--Incentive Compensation."   
(f) Fees and expenses include a discount to the Initial Purchaser and fees and  
expenses related to the New Credit Facility and are estimated.          

CAPITALIZATION  

The following table sets forth the capitalization of the Company as of March
31, 1996:                                                                       

                                                                [Download Table]

                                                                     AS OF   
                                                                   MARCH 31, 
                                                                      1996   
                                                                   ----------
                                                                    (DOLLARS 
                                                                       IN    
                                                                   THOUSANDS)
                                                                             
Long-term debt including current maturities:                                 
  New Credit Facility.............................................  $  3,099 
  10 3/4% Senior Notes............................................   105,000 
  9% Subordinated Notes...........................................       --  
  10% Subordinated Notes..........................................     3,882 
                                                                    -------- 
Total long-term debt..............................................   111,981 
Partners' capital (deficit).......................................   (67,091)
                                                                    -------- 
Total capitalization..............................................  $ 44,890 
                                                                    ======== 

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SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA  

The following selected historical and pro forma financial data, insofar as  
it relates to each of the five years ended December 31, 1995, has been derived  
from Company-prepared financial information and should be read in conjunction   
with the audited financial statements, including the Company's balance sheets   
at December 31, 1994 and 1995 and the related statements of operations for      
each of the years in the three-year period ended December 31, 1995 and the      
notes thereto appearing elsewhere in this Prospectus. The selected historical   
and pro forma financial data as of and for the three months ended March 31,     
1995 and 1996 has been derived from unaudited financial statements as           
appearing herein which, in the opinion of management, include all adjustments,  
consisting only of normal recurring adjustments, necessary for a fair           
presentation of the results for the unaudited interim periods. Results for the  
three months ended March 31, 1996 are not necessarily indicative of results     
that may be expected for the entire year. The selected financial information    
should be read in conjunction with the information contained in the Company's   
financial statements and the notes thereto, "Management's Discussion and        
Analysis of Financial Condition and Results of Operations" and "Summary         
Historical and Pro Forma Financial Data" included elsewhere herein.             

The following unaudited selected pro forma statement of operations data and 
other data for the year ended December 31, 1995 and the three months ended      
March 31, 1996 give effect to the Refinancing as if it had been completed at    
the beginning of the respective periods. Certain management assumptions and     
adjustments are described in the accompanying notes hereto. The pro forma       
financial data should be read in conjunction with the Company's financial       
statements and the notes thereto, as of December 31, 1995 and for the three-    
year period then ended, appearing elsewhere in this Prospectus. This pro forma  
financial data is not necessarily indicative of the results that would have     
occurred had the Refinancing been completed on the dates indicated or the       
Company's actual or future operating results or financial position.             

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SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA  
(DOLLARS IN THOUSANDS)  

                                                        [Enlarge/Download Table]

                                                                                        THREE MONTHS ENDED      
                                        YEAR ENDED DECEMBER 31,                              MARCH 31,          
                         ----------------------------------------------------------- ---------------------------
                                                                           PRO FORMA                   PRO FORMA
                           1991      1992      1993      1994      1995     1995(A)   1995     1996     1996(A) 
                         --------  --------  --------  --------  --------  --------- -------  -------  ---------
                                                                                                                
STATEMENT OF OPERATIONS                                                                                         
 DATA:                                                                                                          
 Gross revenues......... $ 34,662  $ 35,811  $ 36,972  $ 41,748  $ 47,589   $47,589  $10,531  $11,397   $11,397 
 Agency commissions.....    3,272     3,487     3,510     4,097     4,698     4,698    1,007    1,017     1,017 
                         --------  --------  --------  --------  --------   -------  -------  -------   ------- 
 Net revenues...........   31,390    32,324    33,462    37,651    42,891    42,891    9,524   10,380    10,380 
 Direct advertising                                                                                             
  expenses..............   18,150    18,085    17,539    19,561    20,848    20,848    5,256    5,472     5,472 
 Corporate general and                                                                                          
  administrative                                                                                                
  expense...............    1,341     1,953       998     1,183     1,114     1,114      257      467       467 
 Depreciation and                                                                                               
  amortization..........    7,453     6,380     5,893     5,684     5,568     5,544    1,408    1,447     1,447 
 Deferred compensation                                                                                          
  expense(b)............       45       433       636     1,530     2,427     2,427    1,152      250       250 
                         --------  --------  --------  --------  --------   -------  -------  -------   ------- 
 Operating income.......    4,401     5,473     8,396     9,693    12,934    12,958    1,451    2,744     2,744 
 Interest expense.......   13,436    11,380     9,111     9,877    11,263    12,465    3,065    3,006     3,116 
 Other expenses                                                                                                 
  (income), net.........        1      (297)     (164)       38        16        16       (2)       1         1 
 (Gain) loss on                                                                                                 
  disposal of assets,                                                                                           
  net...................      422       263       388       388        93        93       (9)      (1)       (1)
                         --------  --------  --------  --------  --------   -------  -------  -------   ------- 
   Net income (loss).... $ (9,458) $ (5,873) $   (939) $   (610) $  1,562   $   384  $(1,603) $  (262)  $  (372)
                         ========  ========  ========  ========  ========   =======  =======  =======   ======= 

                                      AS OF DECEMBER 31,                             AS OF MARCH 31,            
                         ------------------------------------------------            ----------------           
                           1991      1992      1993      1994      1995               1995     1996             
                         --------  --------  --------  --------  --------            -------  -------           
                                                                                                                
BALANCE SHEET DATA:                                                                                             
 Cash and cash                                                                                                  
  equivalents...........    1,713     1,430     1,990     1,722     2,131              1,487    2,675           
 Working capital........    1,516     2,909     4,348     4,646     5,944              6,723    9,128           
 Total assets...........   63,631    56,745    54,637    50,650    48,211             49,769   52,197           
 Total debt.............  119,992   120,129   118,124   113,261   107,443            115,801  111,981           
 Total partners'                                                                                                
  deficit...............  (60,969)  (66,842)  (67,781)  (68,391)  (66,829)           (69,995) (67,091)          

                                                                                        THREE MONTHS ENDED      
                                        YEAR ENDED DECEMBER 31,                              MARCH 31,          
                         ----------------------------------------------------------- ---------------------------
                                                                           PRO FORMA                   PRO FORMA
                           1991      1992      1993      1994      1995     1995(A)   1995     1996     1996(A) 
                         --------  --------  --------  --------  --------  --------- -------  -------  ---------
                                                                                                                
OTHER DATA:                                                                                                     
 Operating Cash                                                                                                 
  Flow(c)............... $ 11,899  $ 12,286  $ 14,925  $ 16,907  $ 20,929   $20,929  $ 4,011  $ 4,441   $ 4,441 
 Capital expenditures... $    825  $  1,748  $  1,661  $  1,926  $  2,251   $ 2,251  $   563  $ 1,194   $ 1,194 
 Ratio of earnings to                                                                                           
  fixed charges(d)......      --        --        --        --       1.07x     1.03x     --       --        --  
 Ratio of debt to net                                                                                           
  income(e).............      --        --        --        --      68.79    296.39      --       --        --  
 Cash flow provided by                                                                                          
  (used in):                                                                                                    
   Operating activities. $  1,304  $  6,092  $  4,984  $  7,092  $  9,151   $ 7,949  $   764  $ 1,194   $ 1,084 
   Investing activities. $   (738) $ (1,864) $ (1,654) $ (1,791) $ (1,979)  $(1,979) $  (564) $(1,004)  $(1,004)
   Financing activities. $     74  $ (4,512) $ (2,769) $ (5,569) $ (6,763)  $(6,763) $  (436) $   355   $   355 

-------                                                                         
(a) The pro forma statement of operations data give effect to the Refinancing   
and reflect an increase in interest expense. Pro forma interest expense 
from the Refinancing is computed as follows:                            

                                                                [Download Table]

                                            YEAR ENDED     THREE MONTHS ENDED
                                         DECEMBER 31, 1995   MARCH 31, 1996  
                                         ----------------- ------------------
                                                                             
$105,000,000 10 3/4% Senior Notes......       $11,288            $2,822      
New Credit Facility:                                                         
 $8,815,000 at 8.25%...................           727               --       
 $8,981,000 at 8.10%...................           --                182      
Amortization of deferred financing                                           
 costs                                            450               112      
                                              -------            ------      
Interest expense.......................       $12,465            $3,116      
                                              =======            ======      

(b) Deferred compensation expense represents accrued expenses under certain     
deferred compensation arrangements, including phantom stock agreements  
with certain key management personnel. The phantom stock agreements in  
effect provide for the repurchase of the "phantom stock" in three equal 
annual payments after each executive's termination, death or disability,
the sale of the Company, or the fifth anniversary of the agreement's    
execution. See "Management--Agreements with Management--Incentive       
Compensation."                                                          

                                                        [Enlarge/Download Table]

                                                                             THREE MONTHS ENDED   
                                      YEAR ENDED DECEMBER 31                      MARCH 31        
                         ------------------------------------------------- -----------------------
                                                                   1995                    1996   
                          1991    1992    1993    1994    1995   PRO FORMA  1995   1996  PRO FORMA
                         ------- ------- ------- ------- ------- --------- ------ ------ ---------
                                                                                                  
Operating income (loss). $ 4,401 $ 5,473 $ 8,396 $ 9,693 $12,934  $12,958  $1,451 $2,744  $2,744  
Depreciation and                                                                                  
 amortization...........   7,453   6,380   5,893   5,684   5,568    5,544   1,408  1,447   1,447  
Deferred compensation                                                                             
 expense................      45     433     636   1,530   2,427    2,427   1,152    250     250  
                         ------- ------- ------- ------- -------  -------  ------ ------  ------  
Operating Cash Flow..... $11,899 $12,286 $14,925 $16,907 $20,929  $20,929  $4,011 $4,441  $4,441  

(c) The following table sets forth the calculation of "Operating Cash Flow."    
Operating Cash Flow is not intended to represent net cash flow provided by  
operating activities as defined by generally accepted accounting principles 
and should not be considered as an alternative to net income (loss) as an   
indicator of the Company's operating performance or to net cash provided by 
operating, investing and financing activities as a measure of liquidity or  
ability to meet cash needs. The Company believes Operating Cash Flow is a   
measure commonly reported and widely used by analysts, investors and other  
interested parties in the media industry. Accordingly, this information has 
been disclosed herein to permit a more complete comparative analysis of the 
Company's operating performance relative to other companies in the media    
industry. However, the definition of Operating Cash Flow or of similarly    
defined terms may vary among companies and such differences should be noted 
in comparing the Company's operating performance relative to other          
companies. See "Management's Discussion and Analysis of Financial Condition 
and Results of Operations."                                                 
(d) Earnings consist of pre-tax income from continuing operations plus fixed    
charges adjusted to exclude capitalized interest. The Company's fixed   
charges consist of interest expense plus amortization of deferred       
financing costs. Earnings were inadequate to cover fixed charges by     
approximately $10.0 million, $6.4 million, $1.6 million and $1.3 million
for the years ended December 31, 1991 through 1994, respectively.       
(e) The ratio of total debt to net income for the years ended December 31,      
  1991 through December 31, 1994 is not meaningful due to the net losses for
those periods.                                                          

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS 

GENERAL                                                                         

The Company is the seventh largest owner and operator of outdoor advertising
structures in the United States. The Company currently provides outdoor         
advertising services to eight markets and their surrounding areas in the        
midwest, southeast and mid-Atlantic states: Charlotte, NC; Kalamazoo, MI;       
Lansing/Jackson, MI; Lehigh Valley, PA; Madison, WI; Minneapolis, MN; Norfolk,  
VA; and Peoria, IL. As of December 31, 1995, the Company operated               
approximately 7,000 advertising displays, including approximately 1,900         
painted bulletins, 4,500 30-sheet posters, 150 junior (8-sheet) posters and     
450 transit displays.                                                           

The Company's business was founded in 1983 with the acquisition of Central  
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.   
Over the next five years, the Company pursued a strategy of geographic          
expansion into additional medium-sized markets, primarily through the           
acquisition of existing outdoor advertising businesses in selected midwest,     
southeast and mid-Atlantic markets. This geographic expansion strategy has      
enabled the Company to capitalize on the efficiencies, economies of scale and   
marketing opportunities associated with operating outdoor advertising           
businesses located in proximate or contiguous geographic markets.               

As a result of its acquisition of outdoor advertising businesses from 1983  
to 1988, the Company incurred substantial debt. In November 1992, the Company   
restructured its debt by extending maturities, reducing interest rates and      
modifying financial covenants. However, the interest expense required to        
service such debt, together with increased depreciation and amortization, has   
contributed to historical net losses for the Company.                           

Since 1991, the Company has continued to strengthen its market share through
the construction and acquisition of displays in its existing markets, along     
with the recent introduction of transit advertising in its Madison, WI market.  
This expansion has been financed through internally generated cash flow.        

The following table presents certain operating statement items in the       
Statements of Operations as a percentage of net revenues for the three years    
ended December 31, 1995 and the three months ended March 31, 1995 and 1996.     

                                                                [Download Table]

                                         YEARS ENDED          THREE MONTHS  
                                        DECEMBER 31,         ENDED MARCH 31,
                                      ---------------------  -------------- 
                                      1993    1994    1995   1995    1996   
                                      -----   -----   -----  -----   ------ 
                                                                            
Net revenues........................  100.0%  100.0%  100.0% 100.0%  100.0% 
Direct advertising expenses.........   52.4    52.0    48.6   55.2    52.7  
Corporate general and administrative                                        
 expenses...........................    3.0     3.1     2.6    2.7     4.5  
                                      -----   -----   -----  -----   -----  
Operating Cash Flow.................   44.6    44.9    48.8   42.1    42.8  
Depreciation and amortization.......   17.6    15.1    13.0   14.8    14.0  
Deferred compensation expense.......    1.9     4.1     5.6   12.1     2.4  
                                      -----   -----   -----  -----   -----  
Operating income....................   25.1    25.7    30.2   15.2    26.4  
Interest expense....................   27.2    26.2    26.3   32.1    28.9  
Other expenses (income), net........   (0.5)    0.1     0.1    --      --   
(Gain) loss on disposals of property                                        
 and equipment, net.................    1.2     1.0     0.2   (0.1)    --   
                                      -----   -----   -----  -----   -----  
Net income (loss)...................   (2.8)%  (1.6)%   3.6% (16.8)%  (2.5)%
                                      =====   =====   =====  =====   =====  

The Company's revenues are a function of both the occupancy rate of the     
Company's outdoor advertising display inventory (the percentage of time that    
its displays contain paid-for advertisements) and the rates that the Company    
charges for use of its displays. The Company's business strategy includes the   
optimization of the mix of rate and occupancy of its display inventory in       
order to maximize revenues. Advertising rates for the Company's displays are    
based upon a variety of factors, including historical base rates, the time of   
year and the occupancy rate of a particular market's display inventory.         

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The following table presents the number of painted bulletins and 30-sheet   
poster displays operated by the Company and the average rates and occupancy     
levels with respect to such displays for the three years ended December 31,     
1995 and the three months ended March 31, 1995 and 1996:                        

                                                                [Download Table]

                                                                 THREE MONTHS   
                                         YEARS ENDED DECEMBER     ENDED MARCH   
                                                 31,                  31,       
                                         ----------------------  -------------- 
                                          1993    1994    1995    1995    1996  
                                         ------  ------  ------  ------  ------ 
                                                                                
Number of Displays:                                                             
  Painted Bulletins.....................  1,672   1,713   1,725   1,706   1,744 
  30-Sheet Posters......................  4,476   4,464   4,464   4,452   4,457 
Average Rates: (1)                                                              
  Painted Bulletins..................... $1,202  $1,329  $1,495  $1,412  $1,541 
  30-Sheet Posters...................... $  410  $  462  $  497  $  499  $  523 
Average Occupancy:                                                              
  Painted Bulletins.....................     75%     75%     76%     74%     73%
  30-Sheet Posters......................     71%     70%     72%     60%     57%

--------                                                                        
(1) Represents average rate per display per month                               

The primary operating expenses incurred by the Company are advertising      
agency commissions, lease payments to property owners for use of the land on    
which the Company's displays are located, operational and administrative costs  
and sales expenses (primarily commissions). Of these expenses, advertising      
agency commissions, sales expenses and certain operational and administrative   
costs are considered direct costs. Commissions are paid to advertising          
agencies that contract for the use of the Company's advertising displays on     
behalf of advertisers. These agency commissions are deducted from gross         
revenues to calculate net revenues.                                             

The Company currently maintains a phantom stock program under which certain 
executive management personnel and general managers have the ability to earn    
deferred compensation based upon the operating performance of the Company or,   
in the case of the general managers, their respective divisions. Annual         
accruals under the program are based upon exceeding a base level of operating   
profit. See "Management--Agreements with Management--Incentive Compensation."   
The Company believes that its phantom stock program provides its senior         
employees incentives to continue improving the operating performance of the     
Company.                                                                        

The Company's marketing strategy of servicing local and regional advertisers
and reducing its dependence on national and tobacco advertising resulted in     
moderate increases in overall revenues during a time when national advertising  
dollars, primarily tobacco, were declining. The Company concentrates its        
marketing efforts on generating sales from local and regional advertisers in    
each of its markets, including those advertisers within industries and product  
categories that have not historically been traditional users of outdoor media.  
These potential advertisers include fast food restaurants, retailers, food      
stores, casinos, cellular and telecommunications companies, building supply     
retailers, radio stations, travel-related industries and medical care           
providers. This focus on local and regional advertisers has been critical to    
the Company's ability to control revenue fluctuations resulting from the        
variability and potential long-term decline of revenues attributable to the     
tobacco products industry, the latter of which represented 16.5% of the         
Company's net revenues in 1991, 13.4% in 1992, 10.2% in 1993, 10.3% in 1994     
and 12.6% in 1995. Sales to local and regional advertisers accounted for 87.4%  
of the Company's net revenues in 1995.                                          

The Company's sales and marketing strategy has been successful largely due  
to its team of general managers in its markets. These key managers have an      
average of 14 years of industry experience. The Company also has integrated a   
business development department into each market, making available to each      
region's sales force comprehensive information about local market research,     
customer needs and advertising opportunities. The business development          
departments have given the Company's sales departments significantly improved   
information and tools to develop additional local and regional advertising      
customers, especially with many customers that have not historically            
advertised through the outdoor medium. Sales representatives have been able to  
use these additional resources to develop creative ideas for new customers and  
educate them about the cost effectiveness of outdoor advertising in attempting  
to reach their customers. The Company considers its emphasis                    

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on local and regional sales, the expertise and tenure of its managers and its   
marketing and customer service capabilities to be factors which enhance the     
productivity of its inventory of advertising displays.                          

RESULTS OF OPERATIONS                                                           

Three Months Ended March 31, 1996 Compared With Three Months Ended March 31,  
1995                                                                            

Net revenues (gross revenues net of agency commissions) for the three months
ended March 31, 1996 of $10.4 million increased by 9.0% from $9.5 million for   
the comparable period in 1995. This increase resulted entirely from higher      
advertising rates.                                                              

Direct advertising expenses for the three months ended March 31, 1996 of    
$5.5 million increased by 4.1% from $5.3 million for the comparable period in   
1995. The increase was attributable to direct costs associated with increased   
sales from new displays and an increase in average advertising rates.           

Corporate, general and administrative expenses for the three months ended   
March 31, 1996 of $467,000 increased by 81.6% from $257,000 for the comparable  
period in 1995. This increase was attributable to increased compensation,       
directors' fees and travel expenses.                                            

Depreciation and amortization for the three months ended March 31, 1996 of  
$1.4 million remained constant with the comparable period in 1995.              

Deferred compensation expense for the three months ended March 31, 1996 of  
$250,000 decreased significantly from $1.2 million for the comparable period    
in 1995 primarily due to the termination in March of 1995 of the deferred       
compensation plan made with the Chief Executive Officer of the Company, by the  
terms of which the Company agreed to pay a total of $2 million upon             
consummation of the Refinancing of the Company's outstanding long-term debt.    

Interest expense for the three months ended March 31, 1996 remained         
consistent with the comparable period in 1995, although amounts paid to         
related parties decreased due to the Refinancing.                               

Net loss for the three months ended March 31, 1996 decreased to $262,000    
from $1.6 million for the comparable period in 1995 primarily as a result of    
the items discussed above.                                                      

Operating Cash Flow is defined as operating income (loss) before (i)        
depreciation and amortization expenses and (ii) deferred compensation expense.  
As a partnership the Company is not subject to federal corporate income tax.    
Operating Cash Flow is not intended to represent net cash provided by           
operating activities as defined by generally accepted accounting principles     
and should not be considered as an alternative to net income or loss as an      
indicator of the Company's operating performance or to net cash provided by     
operating, investing and financing activities as a measure of liquidity or      
ability to meet cash needs. The Company believes Operating Cash Flow is a       
measure commonly reported and widely used by analysts, investors and other      
interested parties in the media industry. Accordingly, this information is      
disclosed herein to permit a more complete comparative analysis of the          
Company's performance relative to other companies in the media industry.        
Operating Cash Flow for the three months ended March 31, 1996 of $4.4 million   
increased by 10.7% from $4.0 million for the comparable period in 1995. The     
increase was directly attributable to the aforementioned increase in net        
revenues coupled with only a modest increase in total operating expenses.       

Year Ended December 31, 1995 Compared With Year Ended December 31, 1994       

Net revenues for 1995 of $42.9 million increased by 13.9% from $37.7 million
in 1994. This increase resulted primarily from higher advertising rates.        

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Direct advertising expenses for 1995 of $20.8 million increased by 6.6% from
$19.6 million in 1994. The increase was attributable to direct costs            
associated with increased sales as well as increased lease costs, primarily     
from the construction of new displays in the Minneapolis, MN market.            

Corporate general and administrative expenses for 1995 of $1.1 million      
decreased by 5.8% from $1.2 million in 1994. This decrease was attributable to  
certain relocation expenses and certain professional fees that were charged in  
1994 and were not incurred in 1995.                                             

Depreciation and amortization for 1995 of $5.6 million decreased by 2.1%    
from $5.7 million in 1994. This slight decrease resulted from certain assets    
being fully depreciated.                                                        

Deferred compensation expense for 1995 of $2.4 million increased            
significantly from $1.5 million in 1994. This increase was attributable to      
higher deferred compensation expense under the Company's phantom stock program  
resulting from the relatively larger increase in EBITDA during 1995 as          
compared to 1994 and additional accruals relating to the termination of Mr.     
Gleason's phantom stock arrangement.                                            

Interest expense for 1995 of $11.3 million increased by 14.1% from $9.9     
million in 1994. This increase was attributable to higher interest rates in     
1995. The Company's effective interest rate increased to 9.8% in 1995 from      
8.1% in 1994, which more than offset the effect of a $5.8 million principal     
reduction in the Company's outstanding debt in 1995.                            

Net income for 1995 increased to $1.6 million from a net loss of $610,000 in
1994 primarily as a result of the items discussed above.                        

Operating Cash Flow for 1995 of $20.9 million increased by 23.8% from $16.9 
million in 1994. This increase was directly attributable to the aforementioned  
increase in net revenues coupled with only a modest increase in total           
operating expenses.                                                             

Year Ended December 31, 1994 Compared With Year Ended December 31, 1993       

Net revenues for 1994 of $37.7 million increased by 12.5% from $33.5 million
for 1993. This increase resulted from a $3.7 million increase in local and      
regional advertising revenues and a $500,000 increase in national tobacco       
advertising revenues. The increase in local and regional advertising reflects   
increased marketing efforts directed at these customers, including travel and   
entertainment, health care and fast food restaurant companies, among others.    
The increase in national tobacco advertising revenues reflects higher rate      
charges.                                                                        

Direct advertising expenses for 1994 of $19.6 million increased by 11.5%    
from $17.5 million in 1993. The increase was attributable to direct costs       
associated with increased sales.                                                

Corporate general and administrative expenses for 1994 of $1.2 million      
increased 18.5% from $1.0 million in 1993. This increase was attributable to    
an increase in certain professional fees.                                       

Depreciation and amortization for 1994 of $5.7 million decreased by 3.5%    
from $5.9 million for 1993. The slight decrease in depreciation and             
amortization resulted from certain assets being fully depreciated.              

Deferred compensation expense for 1994 of $1.5 million increased            
significantly from $636,000 in 1993. This increase was attributable to          
accruing additional deferred compensation expense as part of the Company's      
phantom stock program as a result of the increase in Operating Cash Flow in     
1994 over 1993.                                                                 

Interest expense for 1994 of $9.9 million increased 8.4% from $9.1 million  
for 1993 due to higher interest rates in 1994, which more than offset the       
effect of debt reduction of $4.9 million in 1994. The Company's effective       
interest rate increased to 8.1% for 1994 from 7.5% for 1993.                    

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Net loss for 1994 of $610,000 decreased 35.0% from the net loss of $939,000 
for 1993. This decrease was attributable to the increase in net revenues and    
the improved operating leverage discussed above, which was partially offset by  
higher interest expense.                                                        

Operating Cash Flow for 1994 of $16.9 million increased by 13.3% from $14.9 
million for 1993. This increase was attributable directly to increased sales    
and operating leverage.                                                         

LIQUIDITY AND CAPITAL RESOURCES                                                 

Historically, the Company's cash needs have arisen from operating expenses  
(primarily direct advertising expenses and corporate general and                
administrative expenses), debt service, capital expenditures and deferred       
compensation payments under phantom stock agreements. The Company's interest    
expense was $11.3 million in 1995, $9.9 million in 1994 and $9.1 million in     
1993. As a result of the Refinancing, the Company's interest expense will       
increase due to the higher weighted average interest rate and increased level   
of debt.                                                                        

The Company's primary sources of cash are net cash generated from operating 
activities and borrowings under its credit facility. The Company's net cash     
provided from operations increased by 29.0% to $9.2 million for 1995 from $7.1  
million for 1994 and by 42.3% to $7.1 million for 1994 from $5.0 million for    
1993.                                                                           

As a result of the net cash provided from operating activities, the Company 
has been able to repay debt in recent periods. Under the Company's previous     
credit agreement which was repaid as part of the Refinancing, excess cash (as   
defined) was required to be applied to reduce the Company's indebtedness and    
capital expenditures were limited. The Company reduced its debt by $5.8         
million in 1995, by $4.9 million in 1994, and by $2.0 million in 1993. The      
Company also made capital expenditures, primarily for new billboard             
construction in existing markets, of $2.3 million in 1995, $1.9 million in      
1994 and $1.7 million in 1993. The Company expects that its capital             
expenditures during 1996 will be approximately $3.0 million and will be         
primarily for new billboard construction and the upgrading of existing          
displays. The Company expects to finance such capital expenditures with cash    
flow provided by operating activities or borrowings under the New Credit        
Facility. The Company made capital expenditures of $1.0 million during the      
three months ended March 31, 1996 compared to $564,000 during the three months  
ended March 31, 1995.                                                           

At December 31, 1995, the Company's accrued liability for deferred          
compensation payable under phantom stock agreements with key employees was      
$4.7 million in the aggregate. The New Credit Facility and the Indenture        
permit the payment of the deferred compensation which was accrued at December   
31, 1995 and such payments are scheduled to be paid during the 1996 through     
2002 period, including $2.0 million, from the proceeds of the Private           
Offering. See "Management--Agreements with Management--Incentive                
Compensation." During the three months ended March 31, 1996, payments of        
deferred compensation totalled $159,000.                                        

The Company incurred substantial debt in connection with the acquisition of 
its outdoor advertising businesses from 1983 to 1988. The acquisition debt was  
restructured in 1992 to reduce interest rates, extend maturities and modify     
financial covenants. As part of the Refinancing, substantially all of the       
Company's outstanding debt was refinanced. See "Refinancing and Use Of          
Proceeds." As a result of the Refinancing, the average maturities of the        
Company's debt at December 31, 1995 (without the extension of the existing      
debt) were extended from one year to approximately nine years.                  

Prior to the Refinancing, approximately $105 million of the Company's long- 
term debt had scheduled maturities in 1997. The Company's independent           
auditors, in their report on the Company's financial statements for the year    
ended December 31, 1995, stated, in Note 12 thereto, that the Company has a     
net capital deficiency and its cash flow from operations has not been           
sufficient to fund its long-term obligations, which raise substantial doubt     
about the Company's ability to continue as a going concern. See Note 12 of      
Notes to Financial Statements. As part of the Refinancing, the Company repaid   
all of its outstanding long-term indebtedness with net proceeds from the        
issuance of the Original Notes together with borrowings under the New Credit    
Facility. Accordingly, in the opinion of management of the Company, the going   
concern consideration expressed by the Company's independent auditors was       
resolved by the Refinancing.                                                    

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In connection with the Refinancing, the Company repaid its previous funded  
debt and issued the Notes in the aggregate principal amount of $105 million     
and entered into the New Credit Facility which provides a revolving line of     
credit of up to $15 million. Proceeds from the Refinancing, together with the   
Company's cash reserves were used in March 1996 to repay substantially all of   
the Company's funded debt. As a result of the Refinancing, it is expected that  
the average outstanding indebtedness and the effective interest rate will be    
greater in the current year than in 1995. During 1995 the Company had interest  
expense of approximately $11.3 million on average outstanding indebtedness of   
approximately $111.8 million, resulting in an effective annual interest rate    
of 10.7%. Scheduled interest payments on the Notes aggregate approximately      
$11.3 million per year. Additionally, outstanding indebtedness under the New    
Credit Facility will accrue interest at a rate equal to, at the option of the   
Company, either (i) the Base Rate (which is defined as the prime rate most      
recently announced by the agent under the New Credit Facility) or (ii) LIBOR,   
in each case plus an applicable margin determined by reference to the ratio of  
total debt to cash flow of the Company. Under the terms of the Indenture, the   
Company will be permitted to invest in certain Interest Rate Agreements (as     
defined herein) which agreements may include transactions involving             
derivatives that reduce the effects of the fluctuations in interest rates.      
However, as a result of the Refinancing, the Company's interest expense is      
expected to increase which will negatively impact net income.                   

As a result of the Refinancing, substantially all of the Company's existing 
funded debt was repaid and the Company entered into the New Credit Facility on  
March 12, 1996. The New Credit Facility is a revolving credit facility of up    
to $15.0 million. At March 31, 1996, the outstanding borrowings under the New   
Credit Facility were $3.1 million. Substantially all of the assets of the       
Company are pledged to secure indebtedness under the New Credit Facility.       
Permitted borrowings under the New Credit Facility are subject to various       
conditions, including the attainment of certain performance measures by the     
Company. Scheduled reductions in the lenders' commitments under the New Credit  
Facility will commence in 1997. The agreement governing the New Credit          
Facility contains a number of covenants that are more restrictive than those    
contained in the Indenture, including covenants requiring the Company to        
maintain certain financial ratios that become more restrictive over time.       
Adverse operating results could cause noncompliance with one or more of these   
covenants, reducing the Company's borrowing availability and, in certain        
circumstances, entitling the lenders to accelerate the maturity of outstanding  
borrowings.                                                                     

The Company believes that net cash provided from operations and available   
credit under the New Credit Facility will be sufficient to meet its cash needs  
for its current operations, required debt payments, anticipated capital         
expenditures and the deferred compensation payments for the reasonably          
foreseeable future.                                                             

IMPACT OF INFLATION                                                             

Though increases in operating costs could adversely affect the Company's    
operations, management does not believe that inflation has had a material       
effect on operating profit during the past several years.                       

SEASONALITY                                                                     

Although revenues during the first and fourth quarters are slightly lower   
than the other quarters, management does not believe that seasonality has a     
significant impact on the operations or cash flow of the Company.               

Information contained in this Prospectus, including, without limitation in  
the foregoing Management's Discussion and Analysis of Financial Condition and   
Results of Operations may contain "forward-looking statements" within the       
meaning of the Private Securities Litigation Reform Act of 1995, which can be   
identified by the use of forward-looking terminology as "may," "will,"          
"would," "expect," "anticipate," "estimate" or "continue" or the negative       
thereof or other variations thereon or comparable terminology. Certain          
factors, including, those factors described herein under "Risk Factors" could   
cause actual results to differ materially from those in such forward-looking    
statements.                                                                     

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BUSINESS  

GENERAL                                                                         

The Company is the seventh largest owner and operator of outdoor advertising
structures in the United States. The Company currently provides outdoor         
advertising services to eight markets and surrounding areas in the midwest,     
southeast and mid-Atlantic states: Charlotte, NC; Kalamazoo, MI;                
Lansing/Jackson, MI; Lehigh Valley, PA; Madison, WI; Minneapolis, MN; Norfolk,  
VA; and Peoria, IL. As of December 31, 1995, the Company operated, in the       
aggregate, approximately 7,000 advertising displays, including approximately    
1,900 painted bulletins, 4,500 30-sheet posters, 150 junior (8-sheet) posters   
and 450 transit displays.                                                       

HISTORY                                                                         

The Company's business was founded in 1983 with the acquisition of Central  
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.   
Over the next five years, the Company pursued a strategy of geographic          
expansion into additional medium-sized markets, primarily through the           
acquisition of existing outdoor advertising businesses in selected midwest,     
southeast and mid-Atlantic markets. This geographic expansion strategy has      
enabled the Company to capitalize on the efficiencies, economies of scale and   
marketing opportunities associated with operating outdoor advertising           
businesses located in proximate or contiguous geographic markets to its         
primary markets. Since 1988, the Company's sales and Operating Cash Flow        
growth has resulted from increased display inventory primarily through new      
construction and, to a lesser degree, from acquisitions of displays in          
existing markets and the significant upgrading of its existing display          
inventory. The Company has also been able to reduce operating expenses while    
achieving higher rate and occupancy levels.                                     

INDUSTRY OVERVIEW                                                               

Outdoor advertising is one of several major advertising media that include  
television, radio, newspapers and magazines, among others. According to the     
Outdoor Advertising Association of America, Inc. ("OAAA"), an industry trade    
association, outdoor advertising in the United States generated total revenues  
of approximately $1.9 billion in 1995, a record for the industry and a 9.4%     
increase over 1994. Because of its repetitive impact and relatively low cost-   
per-thousand impressions (a commonly used media standard), outdoor advertising  
is attractive to both large national advertisers and smaller local and          
regional businesses.                                                            

The principal outdoor advertising display is the billboard, of which there  
are three standardized formats:                                                 

. PAINTED BULLETINS are generally 14 feet high and 48 feet wide (672 square 
feet) and consist of panels or a single sheet of vinyl that are hand    
painted at the facilities of the outdoor advertising company or computer
painted in accordance with design specifications supplied by the        
advertiser. The panels or vinyl are then transported to the billboard   
 site and mounted to the face of the display. On occasion, to attract more
attention, some of the displays are designed to extend beyond the linear
edges of the display face and may include three-dimensional             
embellishments for which the outdoor advertising company often receives 
additional revenue. Because of painted bulletins' greater impact and    
higher cost relative to other types of billboards, they are usually     
 located near major highways, and space is usually sold to advertisers for
periods of four to twelve months.                                       

. 30-SHEET POSTERS are generally 12 feet high by 25 feet wide (300 square   
feet) and are the most common type of billboard. Lithographed or silk-  
screened paper sheets that are supplied by the advertiser are prepasted 
and packaged in airtight bags by the outdoor advertising company and    
 applied, like wallpaper, to the face of the display. The 30-sheet posters
are concentrated on major traffic arteries and space is usually sold to 
advertisers for periods of one to twelve months.                        

. JUNIOR (8-SHEET) POSTERS are usually 6 feet high by 12 feet wide (72      
 square feet). The displays are prepared and mounted in the same manner as
 30-sheet posters. Most junior posters, because of their smaller size, are
generally concentrated on city streets and are targeted at pedestrian   
traffic. Space on junior posters is usually sold to advertisers for     
periods of one to twelve months.                                        

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Typically, billboards are mounted on structures that are owned by the       
outdoor advertising company and located on sites that are owned or leased by    
it or on which it has a permanent easement. Leases of structure sites usually   
provide for a term of three to ten years depending on locale. A structure may   
contain one or more displays (generally two), each of which is referred to as   
a "face."                                                                       

A more recent addition to the various types of outdoor advertising displays 
are bus shelter displays and transit ads, which are located on the sides of     
buses. Bus shelter displays are usually enclosed within glassed, backlighted    
cases on two or more sides of a pedestrian shelter located at an urban bus      
stop. Transit displays are inserted into panels on the sides and back           
exteriors of buses. The advertisements appear on lithographed or silk screened  
posters supplied in a single sheet by the advertiser. Transit displays and bus  
shelter displays generally are sold to advertisers for periods of one to        
twelve months.                                                                  

Advertisers usually contract for outdoor displays (and other media exposure)
through advertising agencies, which are responsible for the artistic design     
and written content of the advertising as well as the choice of media and the   
planning and implementation of the overall campaign. Outdoor advertising        
companies pay commissions to the agencies for advertising contracts secured     
through such agencies. Advertising contracts are negotiated on the basis of     
the monthly rates that are published in the outdoor advertising company's       
"rate card." These rates, which are typically set annually during the first     
quarter of each year, are based on a particular display's exposure (or number   
of "impressions" delivered) in relation to the demographics of the particular   
market and its location within that market. The number of "impressions"         
delivered by a display (measured by the number of vehicles passing the site     
during a defined period and weighted to give effect to such factors as its      
proximity to other displays and the speed and viewing angle of approaching      
traffic) are determined by surveys that are verified by the Traffic Audit       
Bureau, an independent agency which is the outdoor advertising industry's       
equivalent of television's Arbitron ratings and which audits approximately      
175,000 outdoor advertising sites annually.                                     

Advertisers purchase outdoor advertising for a variety of reasons. In the   
case of restaurants, motels, service stations and similar roadside businesses,  
the message reaches potential customers close to the point of sale and          
provides ready directional information. For advertisers seeking to build        
product brand name awareness, outdoor advertising is attractive because of its  
constant repetition and comparatively low cost per thousand impressions.        

According to the OAAA, the top ten categories of businesses ranked by       
outdoor advertising expenditures for 1994 were tobacco products, retail         
establishments, business and consumer services, entertainment, automotive,      
hotel/motel, publishing and media, and alcoholic beverages.                     

BUSINESS STRATEGY                                                               

The Company's strategy is to focus its operations on providing value-added  
outdoor advertising services to advertisers in medium-sized markets in which    
it is or could be the leading provider of such services. The Company believes   
that its focus on medium-sized markets allows it to achieve a dominant share    
of outdoor advertising revenues and display faces within those markets. The     
Company also believes that by educating current and potential customers on the  
effectiveness of the outdoor medium, it has a significant opportunity to gain   
a larger share of overall advertising expenditures. The Company's business      
strategy comprises the following elements:                                      

. Focus marketing efforts on local and regional advertisers in order to     
develop and maintain a diverse client base and to limit reliance on     
national advertising accounts. The Company believes that focusing on    
local and regional advertisers helps generate stable revenue growth and 
 reduce its reliance on any single local economy or industry segment. As a
result of this focus, the Company has been able to increase net revenues
attributable to local and regional advertising as a percentage of total 
net revenues from 83.5% in 1991 to 87.4% in 1995.                       

. Take advantage of recent technological advances in computer and printing  
technology, which allow the Company to provide higher quality           
 reproduction to its customers, thereby attracting new advertisers such as
Calvin Klein, ReMax Realty, Prudential Health Care and Blue Cross-Blue  
Shield to the outdoor medium.                                           

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. Raise potential customers' awareness of the reach, impact and value of    
outdoor advertising and convince customers to use outdoor advertising as
an integral part of their advertising plan.                             

. Continue to enhance sales, marketing and customer service capabilities.   
In each market area, the Company has recruited and trained a skilled    
sales force, placing an emphasis on market research and artistic        
creativity. Each salesperson is paid pursuant to a performance-based    
compensation system and supervised by a local sales manager executing a 
coordinated marketing plan.                                             

. Increase revenues from existing display faces by developing programs that 
maximize advertising rates and optimize occupancy levels in each market.
 In addition, the Company also plans to pursue new advertising categories,
such as transit buses and passenger shelters, to further diversify the  
Company's revenue base.                                                 

. Expand operations within the Company's markets through construction of    
new display faces and the upgrading of existing displays, placing an    
emphasis on painted bulletins, which generally command higher rates and 
longer contracts from advertisers.                                      

. Pursue strategic acquisitions of outdoor displays in existing and         
 contiguous markets and capitalize on the efficiencies, economies of scale
and significant opportunities for inter-market cross-selling that are   
associated with operating in proximate or contiguous geographic markets.

The Company recognizes, and closely monitors, the needs of its customers and
seeks to provide them with a quality advertising product at a lower cost than   
competitive media. The Company believes it has a reputation of providing        
excellent customer service and quality outdoor advertising space. As such, the  
Company has been nationally recognized as a five star member (the highest       
ranking) of the OAAA, a distinction currently held by only 25 of the            
approximately 800 members of the OAAA.                                          

MARKETS                                                                         

The Company operates in eight geographically-diverse medium-sized markets   
which offer to local, regional and national advertisers significant areas of    
population to whom advertising may be targeted. In addition, the Company        
offers comprehensive outdoor advertising services, including local production   
facilities and local representation, in all of its markets except in the        
Minneapolis market.                                                             

The following table sets forth information as of December 31, 1995 with     
respect to each of the Company's markets, including the ADI (as defined         
herein) rank of that market and the number of each display type operated by     
the Company in that market:                                                     

                                                                [Download Table]

                              ADI      PAINTED  30-SHEET 8-SHEET TRANSIT       
MARKET                     RANKING(A) BULLETINS POSTERS  POSTERS DISPLAYS TOTAL
------                     ---------- --------- -------- ------- -------- -----
                                                                               
Charlotte, NC.............     28         602      870      66      --    1,538
Lansing/Jackson, MI.......    106         459      906      --      --    1,365
Kalamazoo, MI.............     38         317      738      --      --    1,055
Lehigh Valley, PA (b).....     --         180      736      --      --      916
Norfolk, VA...............     40         150      619      28      --      797
Madison, WI...............     85          61      270      --     450      781
Peoria, IL................    114          57      337      61      --      455
Minneapolis, MN...........     14          95       --      --      --       95
                                        -----    -----     ---     ---    -----
    Total.................              1,921    4,476     155     450    7,002
                                        =====    =====     ===     ===    =====

--------                                                                        
(a) Indicates the market rank of the area of dominant influence ("ADI"), as     
determined by The Arbitron Company, within which the office is located. 
ADIs are ranked based on population, with the market having the largest 
population ranked first. ADI rank is the standard measure of market size
used by the media industry.                                             
(b) The Lehigh Valley market is included in the Philadelphia ADI ranking.       
  According to the U.S. Census Bureau, the Lehigh Valley market was the 86th
  largest metropolitan statistical area in the United States at December 31,
1990, the latest date for which such information is available.          

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The following tables set forth information with respect to the net revenues,
operating income and operating margins for the Company's displays in each of    
its markets for each of the past five years:                                    

NET REVENUES  

                                                                [Download Table]

                                                 YEAR ENDED DECEMBER 31,        
                                         ---------------------------------------
MARKET                                    1991    1992    1993    1994    1995  
------                                   ------- ------- ------- ------- -------
                                                 (DOLLARS IN THOUSANDS)         
                                                                                
Charlotte, NC........................... $ 7,285 $ 7,201 $ 7,518 $ 8,646 $ 9,680
Lansing/Jackson, MI.....................   6,475   6,353   6,873   7,541   8,227
Kalamazoo, MI...........................   4,391   4,642   4,640   4,976   5,535
Lehigh Valley, PA.......................   4,107   4,468   4,532   5,045   5,909
Norfolk, VA.............................   4,153   4,300   4,309   4,827   5,672
Madison, WI.............................   1,842   1,869   2,039   2,545   3,070
Peoria, IL..............................   1,982   2,212   2,028   2,397   2,562
Minneapolis, MN.........................   1,155   1,279   1,523   1,674   2,236
                                         ------- ------- ------- ------- -------
    Total............................... $31,390 $32,324 $33,462 $37,651 $42,891
                                         ======= ======= ======= ======= =======

OPERATING INCOME  

                                                                [Download Table]

                                              YEAR ENDED DECEMBER 31,           
                                        --------------------------------------- 
MARKET                                   1991    1992    1993    1994    1995   
------                                  ------  ------  ------  ------  ------- 
                                              (DOLLARS IN THOUSANDS)            
                                                                                
Charlotte, NC.......................... $  939  $1,346  $1,904  $2,701  $ 3,602 
Lansing/Jackson, MI....................  2,224   2,118   2,603   3,044    3,570 
Kalamazoo, MI..........................  1,535   1,719   1,852   1,967    2,440 
Lehigh Valley, PA......................    524     815   1,155   1,466    2,161 
Madison, WI............................    140     351     791     915    1,232 
Norfolk, VA............................    642     899     955   1,387    2,279 
Peoria, IL.............................    633     751     582     851      863 
Minneapolis, MN........................    126     159     401     233      631 
Corporate.............................. (2,362) (2,685) (1,847) (2,871)  (3,844)
                                        ------  ------  ------  ------  ------- 
    Total.............................. $4,401  $5,473  $8,396  $9,693  $12,934 
                                        ======  ======  ======  ======  ======= 

OPERATING MARGIN  

                                                                [Download Table]

                                                   YEAR ENDED DECEMBER 31,      
                                                   ---------------------------- 
MARKET                                             1991  1992  1993  1994  1995 
------                                             ----  ----  ----  ----  ---- 
                                                                                
Charlotte, NC..................................... 12.9% 18.7% 25.3% 31.2% 37.2%
Lansing/Jackson, MI............................... 34.3  33.3  37.9  40.4  43.4 
Kalamazoo, MI..................................... 36.0  37.0  39.9  39.5  44.1 
Lehigh Valley, PA................................. 12.8  18.3  25.5  29.1  36.6 
Madison, WI.......................................  7.6  18.8  38.8  36.0  40.1 
Norfolk, VA....................................... 15.5  20.9  22.2  28.7  40.2 
Peoria, IL........................................ 31.9  33.9  28.7  35.3  33.7 
Minneapolis, MN................................... 10.9  12.4  26.3  13.9  28.2 
                                                   ----  ----  ----  ----  ---- 
    Total......................................... 14.0  16.9  25.1  25.7  30.2 
                                                   ====  ====  ====  ====  ==== 

SALES AND MARKETING                                                             

The growth in the Company's revenues and Operating Cash Flow is primarily a 
result of its focus on the use of sales and marketing staff to increase the     
productivity of its inventory of displays while maintaining strict controls on  
its expenses.                                                                   

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Historically, outdoor advertising companies have derived a significant      
portion of their revenues from large national advertisers, such as tobacco      
companies, auto manufacturers and distributors of alcoholic beverages. As       
tobacco industry advertising purchases have declined in recent years, some      
outdoor advertising companies have recently shifted their marketing focus to    
local and regional advertisers to replace these lost revenues. Nonetheless,     
large national advertisers continue to account for a significant percentage of  
outdoor advertising industry revenues. Despite this fact, the Company believes  
that sales to local and regional advertisers lend stability to its revenue      
stream by diversifying its customer base. Accordingly, over the past several    
years, the Company has shifted its marketing focus to emphasize sales to such   
customers. As a result, in 1995, the Company generated approximately 87.4% of   
its net revenues from local and regional sales, up from 83.5% in 1991. These    
efforts have been critical to the Company's ability to control revenue          
fluctuations resulting from the variability and potential long-term decline of  
revenues attributable to the tobacco products industry, which represented       
16.5% of the Company's net revenues in 1991, 13.4% in 1992, 10.2% in 1993,      
10.3% in 1994 and 12.6% in 1995. In addition, the Company's local and regional  
focus enables it to capitalize on the growing use of outdoor media by           
advertisers that historically have relied on other media in marketing their     
products and services, such as consumer product companies, professional         
service firms, health care providers and financial institutions.                

The Company's sales and marketing strategy has been successful largely due  
to the efforts of its team of general managers in its markets. These general    
managers have an average of over 14 years of experience in the outdoor          
advertising industry and are responsible for implementing the Company's sales   
and marketing strategy. Each of the Company's markets has a team of account     
executives that is supported locally by a creative department, which provides   
innovative marketing ideas, generates art work and designs billboard            
advertising for potential customers' advertising campaigns. In addition, each   
market has a business development staff, which makes available comprehensive    
information about local market research, customer needs and advertising         
opportunities. This allows the Company to assess the impact and potential       
reach for a potential target customer's display in a given market. The sales    
and marketing departments focus on increasing revenues through developing new   
marketing programs for customers, educating both current and potential          
customers on the effectiveness of the outdoor advertising product relative to   
other advertising media and integrating this medium into a customer's           
marketing plan. The Company's sales personnel are compensated primarily on a    
commission basis which maximizes their incentive to perform.                    

The following table illustrates the diversity of the Company's markets and  
customers by setting forth the percentage of the Company's gross revenues for   
1995 attributable to each of the top ten advertising categories:                

1995 REVENUES BY CATEGORY 
(PERCENT OF GROSS REVENUES) 

                                                        [Enlarge/Download Table]

                                               LANSING/ LEHIGH                                               
                         CHARLOTTE, KALAMAZOO, JACKSON, VALLEY, MADISON, NORFOLK, PEORIA, MINNEAPOLIS,       
                             NC         MI        MI      PA       WI       VA      IL         MN      TOTAL 
                         ---------- ---------- -------- ------- -------- -------- ------- ------------ ----- 
                                                                                                             
Tobacco.................    14.1%      10.0%      8.3%     9.3%    7.0%    32.0%    13.2%     14.5%     13.5%
Restaurants.............    14.1       18.7      15.0      8.1     8.5     10.0      7.6      11.2      12.6 
Automotive..............     5.3        9.6      19.2     11.9    10.7      5.2      9.3       1.6       9.9 
Amusement...............     4.5        7.5       5.6      3.5     3.6      6.4     11.1       2.6       5.7 
Hotel/Motel.............     6.2        5.7       6.6      2.8     3.1      3.0      1.8       2.4       4.7 
Beverage-Alcoholic......     4.0        3.0       3.3      5.8     9.9      0.0     10.0       4.7       4.2 
Radio/Television........     5.3        8.1       2.5      0.0     6.9      4.3      6.3       1.7       4.2 
Banking.................     3.1        1.3       2.1      1.9     2.4      3.0      3.5       0.0       2.3 
Real Estate.............     8.2        0.0       0.0      0.0     3.2      0.0      2.5       0.0       2.2 
Health Care.............     0.0        2.9       1.6      4.5     6.2      1.5      2.8       0.0       2.1 
All Others..............    35.2       33.2      35.8     52.2    38.5     34.6     31.9      61.3      38.6 
                           -----      -----     -----    -----   -----    -----    -----     -----     ----- 
   Total................   100.0%     100.0%    100.0%   100.0%  100.0%   100.0%   100.0%    100.0%    100.0%
                           =====      =====     =====    =====   =====    =====    =====     =====     ===== 

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LOCAL MARKET OPERATIONS                                                         

In each of its primary markets, the Company maintains a complete outdoor    
advertising operation including a sales office, a construction and maintenance  
facility, an art department equipped with state-of-the-art computer             
technology, a real estate unit and support staff. The Company conducts its      
outdoor advertising operations through these local offices, which is            
consistent with senior management's belief that an organization with            
decentralized sales and operations is more responsive to local market demand    
and provides greater incentives to employees. At the same time, the Company     
maintains consolidated accounting and financial controls, which allow it to     
monitor closely the operating and financial performance of each market. The     
general managers, who report directly to the Company's chief executive          
officer, are responsible for the day-to-day operations of their offices and     
are compensated based on the financial performance of their respective          
markets. In general, these local managers oversee market development,           
production and local sales.                                                     

Each local office is responsible for locating and ultimately obtaining sites
for the displays in its market. Each office has a leasing department, which     
maintains an extensive data base containing information on local property       
ownership, lease contract terms, zoning ordinances and permit requirements.     
The Company owns certain of the sites on which its displays are located and     
leases others. Site lease contracts vary in term but typically range from       
three to ten years with various termination and renewal provisions. As of and   
for the twelve months ended December 31, 1995, the Company had approximately    
3,200 active site leases accounting for a total land lease expense of           
approximately $4.8 million, representing approximately 11.3% of net revenues.   

In each of its primary markets, the Company has construction and maintenance
facilities, which facilitate the expeditious and economical construction and    
maintenance of displays and the painting and mounting of customers'             
advertisements. Typically, the Company uses vinyl skins for bulletins. The      
vinyl skins are reusable, thereby reducing the Company's production costs, and  
are easily transportable. Due to the geographic proximity of the Company's      
markets and the transportability of vinyl skins, the Company can shift          
production among markets to use its available capacity more effectively. The    
local offices also maintain fully-equipped art departments to assist local      
customers in the development and production of creative, effective              
advertisements.                                                                 

COMPETITION                                                                     

The Company competes in each of its markets with other outdoor advertisers  
as well as other media, including broadcast and cable television, radio,        
newspaper and direct mail marketers. In competing with other media, outdoor     
advertising relies on its low cost-per-thousand impressions and its ability to  
repetitively reach a broad segment of the population in a specific market or    
geographic area within that market. In most of its markets, the Company         
encounters direct competition from other major outdoor media companies,         
including 3M National Advertising Co. (a division of Minnesota Mining and       
Manufacturing Company) and Whiteco, among others, each of which has a large     
national network and resources significantly greater than the Company's. The    
Company believes that its focus on local and regional advertisers and its       
position as the leading provider of full service outdoor advertising in each    
of its primary markets enable it to compete effectively with other outdoor      
media operators, as well as other media, both within those markets and in each  
respective region. The Company also competes with other outdoor advertising     
companies for sites on which to build new structures.                           

GOVERNMENT REGULATION                                                           

The outdoor advertising industry is subject to governmental regulation at   
the federal, state and local level. Federal law, principally the Highway        
Beautification Act of 1965, encourages states, by the threat of withholding     
federal appropriations for the construction and improvement of highways within  
such states, to implement legislation to control outdoor advertising            
structures located within 660 feet of or visible from interstates and primary   
highways, except in commercial or industrial areas, and to force the removal    
at the owner's expense and without any compensation of any nonconforming        
structures on such highways. The Highway Beautification Act and the various     
state statutes implementing it require the payment of just compensation         
whenever governmental authorities require legally erected and maintained        
structures to be removed from federally-aided highways.                         

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States and local jurisdictions have, in some cases, passed additional       
regulation on the construction, repair, upgrading, height, size and location    
of outdoor advertising structures adjacent to federally-aided highways and      
other thoroughfares. Such regulations, often in the form of municipal           
building, sign or zoning ordinances, specify standards for the height, size     
and location of outdoor advertising structures. In the event non-conforming     
advertising structures are damaged, including damage caused by natural events,  
such as windstorms and hurricanes, the Company may not be able to repair the    
structures. In some cases, the construction of new or relocation of existing    
structures is prohibited. Some jurisdictions also have restricted the ability   
to enlarge or upgrade existing structures, such as converting from wood to      
steel or from non-illuminated to illuminated structures. From time to time,     
governmental authorities order the removal of structures by the exercise of     
eminent domain or through various regulatory actions or other litigation. In    
such cases, the Company seeks compensation under appropriate procedures and     
thus far, the Company has been able to obtain satisfactory compensation for     
any of its structures removed at the direction of governmental authorities.     
However, compensation may not always be available in such circumstances. Some   
municipalities have attempted to regulate outdoor advertising by taxing         
revenues attributable to advertising structures, or by requiring the payment    
of annual permit fees based on factors such as the square footage of an         
outdoor advertising company's display faces, located in those municipalities.   
Other municipalities take into account lease payments received by lessors of    
property on which advertising structures are located in making property tax     
assessments. These taxes and fees can increase an outdoor advertising           
company's direct operating costs.                                               

Amortization legislation has also been adopted in some areas across the     
country, including Charlotte, NC, one of the Company's markets. Amortization    
only permits the owner of an outdoor advertising structure to operate its       
structure as a non-conforming use for a specified period of time, after which   
it must remove or otherwise conform its structure to the applicable             
regulations at its own cost without any compensation. Some jurisdictions        
require the removal of certain structures without any compensation if there is  
a change in use of the premises (e.g., construction on previously unimproved    
land). Amortization and such other regulations requiring the removal of         
structures without compensation currently are subject to vigorous litigation    
in the state and federal courts, which have reached differing conclusions as    
to their constitutionality.                                                     

On February 1, 1988, the city of Charlotte, NC, adopted a comprehensive sign
ordinance prohibiting the construction of all new off-premises outdoor          
advertising signs except those built adjacent to interstate highways. The       
ordinance also mandated that all nonconforming signs either be brought into     
compliance or be removed by February 1, 1996 at the owner's expense without     
compensation. The sign owner is allowed the opportunity to seek an extension    
allowing a nonconforming sign to remain in place for an additional two years.   
Grant or denial of the extension is in the city's discretion based upon mostly  
subjective criteria, which management of the Company believes it can satisfy.   
Exempted from the uncompensated removal requirement of the ordinance are off-   
premises outdoor advertising signs maintained adjacent to a street or highway   
which is part of the former North Carolina Primary Highway System or the        
current National Highway System and with respect to which a North Carolina or   
federal statute requires payment of compensation as a condition to removal of   
signs. Assuming failure by the city to grant any variances, the Company could   
be forced to remove approximately 135 structures at its expense without         
payment of compensation, with an attendant material adverse impact on the       
gross revenues and Operating Cash Flow attributable to the Charlotte, NC        
market, but, in the opinion of management, not on the financial condition of    
the Company as a whole. In 1988, the Company filed a lawsuit in the Superior    
Court of Mecklenburg County, NC, challenging the constitutionality of the       
Charlotte sign ordinance. The litigation was stayed by mutual agreement of the  
parties until November, 1995. Since the stay expired, neither party has         
advanced the litigation. However, the Company intends to actively pursue such   
litigation if it is unsuccessful in convincing the city of Charlotte to either  
grandfather existing non-conforming signs or to otherwise provide extension     
variances satisfactory to the Company. A majority of the City Council recently  
voted in favor of a grandfather amendment to the sign ordinance for off-        
premises outdoor advertising signs which was then vetoed by the Mayor of        
Charlotte. The City Council failed to override the Mayor's veto. Although the   
Company has been advised that it is unlikely to prevail in the litigation, it   
is likely that all non-conforming signs will be allowed to remain in place      
until initial legal procedures have been exhausted, expected to take a minimum  
of two years. Thus, it is unlikely that the Company will have to remove non-    
conforming signs until 1998 or later.                                           

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In recent years, there have been movements to restrict billboard advertising
of certain products, including tobacco and alcohol. No bills have become law    
at the federal level except those requiring health hazard warnings similar to   
those on cigarette packages and print advertisements. It is uncertain whether   
legislation of this type will be enacted in the future. Most recently, in May   
1996, Phillip Morris U.S.A., the domestic tobacco subsidiary of Phillip Morris  
Companies Inc., announced a proposal for comprehensive federal legislation to   
address concerns regarding the use of tobacco products by minors which          
included provisions that would ban all outdoor tobacco product advertising      
within 1,000 feet of any playground or elementary or secondary school, on 8-    
sheet-posters in urban neighborhoods and on transit displays. In the opinion    
of management, such legislation would not have a material adverse impact on     
the gross revenues or Operating Cash Flow of the Company.                       

To date, regulations applicable in the Company's markets, have not          
materially affected its operations, and compliance with those regulations has   
not had a material impact on its costs. No assurance can be given, however, as  
to the effect of changes in those regulations or of new regulations that may    
be adopted in the future.                                                       

FACILITIES                                                                      

The Company's corporate office is located in Atlanta, GA. In addition, the  
Company has an office and complete production and maintenance facilities in     
each of Charlotte, NC; Kalamazoo, MI; Lansing/Jackson, MI; Lehigh Valley, PA;   
Madison, WI; Norfolk, VA; and Peoria, IL. The Peoria and Minneapolis            
facilities are leased, and all other facilities are owned. The Company          
considers its facilities to be well-maintained and adequate for its current     
and reasonably anticipated future needs.                                        

The Company owns approximately 145 parcels of real property that serve as   
the sites for its outdoor displays. The Company also has perpetual easements    
on approximately 25 parcels of real property on which it has outdoor displays.  
Additionally, the Company's displays are located on sites leased or licensed    
by the Company, typically for three to ten years with renewal options.          

EMPLOYEES                                                                       

As of December 31, 1995, the Company employed 213 persons, of whom          
approximately 60 were primarily engaged in sales and marketing, 76 were         
engaged in painting, posting, construction and maintenance of displays, and     
the balance were employed in financial, administrative and similar capacities.  
No employees are covered by a collective bargaining agreement except for five   
production shop workers in Peoria, IL covered by a collective bargaining        
agreement with the Brotherhood and Painters and Allied Trades that expires on   
December 31, 1996. Management considers its employee relations to be good.      

LEGAL PROCEEDINGS                                                               

In 1989, the Company initiated litigation challenging certain city sign     
ordinances affecting the existing outdoor advertising structures in the city    
of Madison, WI. The litigation was resolved pursuant to a judicially-approved   
settlement agreement that permitted the Company to erect 16 new painted         
bulletin display faces along the city's major arterial system. The Company      
from time to time is involved in litigation in the ordinary course of           
business, including disputes involving advertising contracts, site leases,      
employment claims, construction matters, condemnation and amortization. The     
Company is also involved in routine administrative and judicial proceedings     
regarding permits and fees relating to outdoor advertising structures and       
compensation for condemnations. The Company is not a party to any lawsuit or    
proceeding which, in the opinion of management, is likely to have a material    
adverse effect on the Company. See "Business--Government Regulation."           

Information contained in this Prospectus, including, without limitation     
information in this Business section may contain "forward-looking statements"   
within the meaning of the Private Securities Litigation Reform Act of 1995,     
which can be identified by the use of forward-looking terminology as "may,"     
"will," "would," "expect," "anticipate," "estimate" or "continue" or the        
negative thereof or other variations thereon or comparable terminology.         
Certain factors, including, those factors described herein under "Risk          
Factors" could cause actual results to differ materially from those in such     
forward-looking statements.                                                     

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MANAGEMENT  

EXECUTIVE OFFICERS AND DIRECTORS                                                

The executive officers and directors of Adams Outdoor Advertising, Inc., the
managing general partner of the Company, are as follows:                        

                                                                [Download Table]

    NAME                     AGE                 POSITION                
    ----                     ---                 --------                
                                                                         
Stephen Adams...............  58 Chairman of the Board                   
J. Kevin Gleason............  44 Chief Executive Officer, President and  
                                  Director                               
Abe Levine..................  42 Chief Financial Officer, Vice President,
                                  Secretary and Treasurer                
George Pransky..............  55 Director                                
David Frith-Smith...........  50 Director                                
Andris A. Baltins...........  51 Director                                

Stephen Adams has been Chairman of Adams Outdoor Advertising, Inc. since its
founding in 1983. Since the 1970's, Mr. Adams has served as chairman of         
privately-owned banking, bottling, publishing, outdoor advertising, television  
and radio companies in which he held a controlling ownership interest. Mr.      
Adams is Chairman of the Board of Directors of Affinity Group, Inc., a          
membership-based marketing company.                                             

J. Kevin Gleason has served as the Chief Executive Officer of the Company   
and President of Adams Outdoor Advertising, Inc. since 1991. Mr. Gleason has    
seventeen years of experience in advertising, eleven of which have been         
dedicated to the outdoor advertising industry. Mr. Gleason has been with Adams  
Outdoor Advertising, Inc. since 1987, serving as General Manager of various     
local markets and then as Executive Vice President at the corporate level.      
Prior to joining Adams Outdoor Advertising, Inc., Mr. Gleason served as         
General Manager of Naegele Outdoor Advertising ("Naegele") of Southern          
California from 1985 to 1987. Mr. Gleason also currently serves as a Vice       
Chairman of the Outdoor Advertising Association of America.                     

Abe Levine has served as Chief Financial Officer of the Company and as Vice 
President of Adams Outdoor Advertising, Inc. since 1991. From 1988 to 1991,     
Mr. Levine worked as Controller of Adams Outdoor Advertising of Atlanta, Inc.   
Mr. Levine was employed by Gulf + Western Industries, Inc. from 1979 through    
1987 in various senior accounting and financial positions, and by KPMG Peat     
Marwick from 1975 through 1979 in various auditing positions.                   

George Pransky, Ph.D. has been in private practice as co-director of Pransky
and Associates in La Conner, Washington since 1988. He is a frequent            
consultant for government and private agencies and has been a contract faculty  
member for a number of educational institutions, including the University of    
Washington, the University of Oregon and Antioch College. Dr. Pransky has       
trained management groups in team building, stress elimination and management   
development for fifteen years.                                                  

David Frith-Smith has served as managing partner of Biller, Frith-Smith &   
Archibald, Certified Public Accountants, since 1988. Mr. Frith-Smith was a      
principal in Maidy and Lederman, Certified Public Accountants, from 1980 to     
1984, and with Maidy Biller Frith-Smith & Brenner, Certified Public             
Accountants, from 1984 to 1988. Mr. Frith-Smith is a director of various        
private and non-profit corporations.                                            

Andris A. Baltins has been a member of the law firm of Kaplan, Strangis and 
Kaplan, P.A. since 1979. He is a director of Affinity Group, Inc., a            
membership-based marketing company, and Polaris Industries Inc., a              
manufacturer of snowmobiles, all-terrain vehicles, personal watercraft and      
related products. Mr. Baltins is also a director of various private and non-    
profit corporations.                                                            

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OTHER SIGNIFICANT MANAGEMENT PERSONNEL                                          

The following table sets forth certain information with respect to other    
significant management personnel:                                               

                                                                [Download Table]

      NAME                       AGE               POSITION              
      ----                       ---               --------              
                                                                         
David A. Burge..................  45 General Manager--Lansing/Jackson and
                                      Kalamazoo, MI                      
John Hayes......................  43 General Manager--Lehigh Valley, PA  
John Kane.......................  30 General Manager--Madison, WI        
Gardner King....................  44 General Manager--Norfolk, VA        
Barry M. Asmann.................  38 General Manager--Charlotte, NC      
Robert J. Lord..................  37 General Manager--Peoria, IL         
Robert A. Graiziger.............  42 General Manager--Minneapolis, MN    

David Burge has been general manager for the Lansing/Jackson and Kalamazoo, 
MI divisions since June 1994. Mr. Burge joined the Company in May 1990 as       
sales manager for the Norfolk division and was, from November 1992 until his    
recent promotion, general manager of that division. He began his career in      
outdoor advertising as an account executive with Naegele in Asheville, NC in    
1984.                                                                           

John Hayes has served as general manager of the Lehigh Valley, PA division  
from 1985 to 1991 and from 1994 to the present. He began his career in outdoor  
advertising in 1976 as an account executive with Creative Displays in the       
Lehigh Valley market, later becoming sales manager in 1979 and assistant        
manager in 1981. From 1991 to 1994 Mr. Hayes managed a paging business in the   
Lehigh Valley area.                                                             

John Kane has been general manager of the Madison, WI division since        
November 1995. He joined the Company in 1989 as an account executive in its     
Lehigh Valley, PA division. He also served as regional sales manager and        
poster sales manager for Lehigh until his recent promotion to general manager   
of Madison.                                                                     

Gardner King has served as general manager of the Norfolk, VA division since
January 1988. From 1980 through 1985, Mr. King was the founder and sole         
proprietor of an outdoor advertising company in Norfolk, VA, which he sold to   
Whiteco. After the expiration of his non-compete agreement with Whiteco, Mr.    
King joined the Company in 1988. Mr. King has 15 years of experience in the     
outdoor advertising industry.                                                   

Barry Asmann has served as general manager of the Charlotte, NC division    
since January 1993 and prior thereto was sales manager in both the Charlotte,   
NC and Lehigh Valley, PA divisions. Mr. Asmann has 12 years of experience in    
the outdoor advertising industry, working in various markets throughout the     
country with the Company and Naegele.                                           

Robert Lord has served as general manager of the Peoria, IL division since  
December 1993. From February 1993 to December 1993, he served as the sales      
manager of the Company's Charlotte division and from 1989 to January 1993, he   
served as the sales manager of the Company's Peoria, IL division. Mr. Lord      
served as an account executive in the Peoria division from 1986 to 1989.        

Robert Graiziger has served as general manager of the Minneapolis, MN       
division since 1988, when he sold an outdoor advertising company that he        
founded and operated in Minneapolis to the Company. Mr. Graiziger has been      
involved in the outdoor advertising business in various capacities since 1978.  

EXECUTIVE COMPENSATION                                                          

The following table provides certain summary information concerning the     
compensation paid by the Company to its Chief Executive Officer and each of     
the two other executive officers for the years ended December 31, 1993, 1994    
and 1995. The following table does not include deferred phantom stock           
compensation,                                                                   

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the amount of which is determined upon the earlier of five years from grant,    
the sale of the Company or termination of employment. See "Agreements with      
Management--Incentive Compensation" below.                                      

SUMMARY COMPENSATION TABLE  

                                                        [Enlarge/Download Table]

                                                 LONG-TERM COMPENSATION              
                                              -----------------------------          
                      ANNUAL COMPENSATION            AWARDS         PAYOUTS          
                  --------------------------- --------------------- -------          
                                      OTHER                                          
 NAME AND                            ANNUAL   RESTRICTED SECURITIES         ALL OTHER
 PRINCIPAL                           COMPEN-    STOCK    UNDERLYING  LTIP    COMPEN- 
 POSITION    YEAR  SALARY  BONUS(A) SATION(B)  AWARD(S)   OPTIONS   PAYOUTS SATION(C)
 ---------   ----  ------  -------- --------- ---------- ---------- ------- ---------
                                                                                     
Stephen                                                                              
Adams        1995        0                                                           
Chairman(d)  1994        0                                                           
             1993        0                                                           
J. Kevin                                                                             
Gleason      1995 $321,709 $787,550                                          $34,620 
Chief                                                                                
Executive                                                                            
Officer      1994  280,900  805,787                                            4,620 
             1993  250,825  406,663                                            4,497 
Abe Levine   1995 $150,000 $993,775                                          $17,805 
Chief                                                                                
Financial                                                                            
Officer      1994  125,000  402,894                                            3,029 
             1993  125,000  203,321                                            4,134 

--------                                                                        

(a) All amounts represent accruals under deferred phantom stock agreements.     
See "Management--Agreements with Management--Incentive Compensation."   

(b) Less than the lesser of (i) 10% of total annual salary and bonus and (ii)   
$50,000.                                                                

(c) Amounts for 1995 include contributions in 1996 to the accounts of Messrs.   
Gleason and Levine under the Company's nonqualified retirement plan of  
$30,000 and $15,000, respectively. All other amounts represent Company  
contributions to the Company's 401(k) plan.                             

(d) Upon consummation of the Refinancing, the Company entered into an           
  employment agreement with Mr. Adams providing for a salary of $200,000 per
year and the reimbursement of business expenses. See "Management--      
Employment Agreement."                                                  

EMPLOYMENT AGREEMENT                                                            

Upon completion of the Refinancing, AOAI and Stephen Adams entered into an  
employment agreement which was effective January 1, 1996. Under the employment  
agreement, Mr. Adams is employed as Chairman of AOAI until December 31, 2001    
at a base salary of $200,000 plus an annual cost of living increase.            

AGREEMENTS WITH MANAGEMENT--INCENTIVE COMPENSATION                              

The Company has deferred phantom stock agreements with certain managers,    
including each general manager with respect to the performance of his           
respective market and with Mr. Levine with respect to the overall performance   
of the Company. The compensation is calculated using a multiple of the          
operating profit of the general manager's respective division for the fiscal    
year ending immediately prior to the determination date over the value of the   
division at the time of agreement. The agreements provide for three equal       
annual payments to the participants upon the determination date, which is       
defined as termination of employment, death, disability, sale of the Company    
or the fifth anniversary of the execution of the agreement. In Mr. Levine's     
case, the value of his compensation has been determined to be $2.0 million in   
the aggregate. The Company incurred deferred compensation expense related to    
the phantom stock agreements of $1.5 million and $1.6 million for the years     
ended December 31, 1994 and 1995, respectively. Through December 31, 1995, the  
Company has accrued the following amounts of deferred compensation expense:     

                                                                [Download Table]

    NAME                                                   AMOUNT        
    ----                                           ----------------------
                                                   (DOLLARS IN THOUSANDS)
                                                                         
J. Kevin Gleason..................................         $2,000        
Abe Levine........................................          1,600        
Others............................................          1,130        
                                                           ------        
    Total.........................................         $4,730        
                                                           ======        

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If amounts accrued through December 31, 1995 as deferred compensation       
expense are paid as currently scheduled (assuming no executive terminations,    
deaths or disabilities), such payments would occur as follows:                  

                                                                [Download Table]

    NAME                                    1996  1997 1998 1999 2000 2001 2002
    ----                                   ------ ---- ---- ---- ---- ---- ----
                                                  (DOLLARS IN THOUSANDS)       
                                                                               
J. Kevin Gleason.......................... $2,000   --   --   --   --  --   -- 
Abe Levine................................     -- $533 $533 $534   --  --   -- 
Others....................................    185   47  303  278 $288 $18  $11 
                                           ------ ---- ---- ---- ---- ---  --- 
    Total................................. $2,185 $580 $836 $812 $288 $18  $11 
                                           ====== ==== ==== ==== ==== ===  === 

Mr. Gleason and the Company were parties to a phantom stock agreement dated 
January 1, 1992. Subsequently, Mr. Gleason and the Company mutually agreed to   
terminate such phantom stock agreement and in lieu thereof, the Company agreed  
to pay to Mr. Gleason $2.0 million upon completion of the Refinancing.          
Contemporaneously with the termination of his phantom stock agreement, Mr.      
Gleason purchased a 3% limited partnership interest in the Company from an      
affiliate of Mr. Adams.                                                         

401(K) SAVINGS PLAN                                                             

Company employees also participate in a deferred savings and profit sharing 
plan (the "401(k) Plan") qualified under Section 401(a) and 401(k) of the       
Internal Revenue Code (the "Code"). All employees over age 21 who have          
completed one year of service are eligible to participate in the 401(k) Plan.   
Eligible employees may contribute to the 401(k) Plan up to 10% of their salary  
subject to an annual maximum established under the Code, and the Company        
matches these employee contributions at a rate of 50% up to the first 6% of     
the employee's salary. Employees may make additional voluntary contributions.   

NONQUALIFIED RETIREMENT PLAN                                                    

The Company also maintains a retirement plan for each of Messrs. Gleason,   
Levine and each of the area general managers. Under such plan, the Company      
contributes $30,000 per year to the retirement account of Mr. Gleason and       
$15,000 per year to the account of each of the other participants.              

DIRECTOR COMPENSATION                                                           

Following the Refinancing, AOAI pays directors who are not also employees   
(Messrs. Pransky, Frith-Smith and Baltins) director fees of $4,500 per          
quarter.                                                                        

CERTAIN TRANSACTIONS  

MANAGEMENT SERVICES ARRANGEMENT                                                 

Under a management services arrangement with the Company, affiliates of Mr. 
Adams provided management services, including in the areas of financial and     
strategic planning, acquisition approval, executive compensation, budget        
review and approval and financial performance review, to the Company prior to   
1996. Such agreement included the services of Mr. Adams, who did not receive    
compensation for his services directly from the Company prior to 1996. In 1992  
and 1993, the Company paid management services fees of $66,666 and $50,000,     
respectively. No amounts were paid in 1994 and 1995. Effective January 1,       
1996, the management services arrangement was terminated.                       

OTHER CERTAIN TRANSACTIONS                                                      

In 1992, Radio Group Corporation and Adams Radio of Charlotte, Inc.,        
entities in which Stephen Adams was the Chairman and controlling shareholder,   
consented to the appointment of receivers to effect a transfer of control of    
the radio operations of such entities as part of a consensual restructuring of  
the debt of such entities. In 1993, Adams Outdoor of Atlanta, Inc. ("Adams      
Atlanta"), a corporation controlled by Stephen Adams and managed by the same    
executive management as the Company entered into a consensual foreclosure       
agreement with its lenders. Adams Atlanta was acquired in 1988 in a leveraged   
transaction, and ownership was transferred to its secured lender in July 1993.  
In addition, in July 1993, a party whose claim was being disputed filed an      
involuntary bankruptcy petition against Adams Atlanta. The petition was         
withdrawn and dismissed three days after the filing.                            

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In 1989, the Company made a loan of $934,000 to Frank White, who was then   
President and Chief Executive Officer of Adams Outdoor Advertising, Inc., the   
managing general partner of the Company. Mr. White retired in 1991, and the     
loan was repaid in November 1992.                                               

Stephen Adams, J. Kevin Gleason and Abe Levine own 40%, 10% and 10%,        
respectively, of HSP Graphics ("HSP"), a printing company headquartered in      
Canada. The Company pays the salary and expenses of the HSP salesmen who        
operate in the Atlanta, GA area and HSP reimburses the Company for those        
expenses in cash and services. At December 31, 1993, 1994 and 1995, the         
Company had accounts receivable of $64,215, $109,329 and $171,828,              
respectively, outstanding from HSP. The Company paid HSP $112,104, $38,226 and  
$42,000 for printing services provided during 1993, 1994 and 1995,              
respectively.                                                                   

Andris A. Baltins is a member of the law firm of Kaplan, Strangis and       
Kaplan, P.A. which provides legal services to the Company. Mr. Baltins, who is  
a director of AOAI and held $380,547 in principal amount of the zero coupon     
10% Subordinated Notes of the Company due January 2, 1997 which the Company     
retired with a portion of the proceeds of the Private Offering. Messrs. Adams,  
Gleason and Levine also held interests in such notes. See "Refinancing and      
Uses of Proceeds."                                                              

PRINCIPAL SECURITY HOLDERS  

The table below sets forth, the beneficial ownership interests in the       
Company as of March 31, 1996.                                                   

                                                                [Download Table]

                                              GENERAL     LIMITED    AGGREGATE 
                                            PARTNERSHIP PARTNERSHIP PARTNERSHIP
NAME                                         INTEREST    INTEREST    INTERESTS 
----                                        ----------- ----------- -----------
                                                                               
Adams Outdoor Advertising, Inc.(a).........    0.01%        0.99%       1.00%  
 1380 W. Paces Ferry Road, N.W.                                                
 Suite 170, South Wing                                                         
 Atlanta, GA 30327                                                             
Stephen Adams..............................    0.70        71.30       72.00   
 3601 Calle Tecate                                                             
 Camarillo, CA 93102                                                           
Stephen M. Adams(b)........................      --         6.00        6.00   
 26529 Oliver Road                                                             
 Carmel, CA 93923                                                              
Mark C. Adams(b)...........................      --         6.00        6.00   
 c/o Adams Publishing Corp.                                                    
 68860 Perez Road, Suite J                                                     
 Cathedral City, CA 92234                                                      
Scott L. Adams(b)..........................      --         6.00        6.00   
 236 Mullen Avenue                                                             
 San Francisco, CA 94110                                                       
Kent R. Adams(b)...........................      --         6.00        6.00   
 5017 Vincent Avenue So.                                                       
 Minneapolis, MN 55410                                                         
J. Kevin Gleason(c)........................      --         3.00        3.00   
 732 Ashley Street, N.W.                                                       
 Atlanta, GA 30318                                                             
                                               ----        -----      ------   
                                               0.71%       99.29%     100.00%  

--------                                                                        
(a) Stephen Adams holds 100% of the issued and outstanding shares of AOAI, the  
  managing general partner of the Company, and, accordingly, may control the
affairs of the Issuers.                                                 
(b) Stephen M. Adams, Mark C. Adams, Scott L. Adams and Kent R. Adams are sons  
of Stephen Adams.                                                       
(c) Mr. Gleason purchased his limited partnership interest in the Company from  
an affiliate of Mr. Adams contemporaneously with the termination of his 
phantom stock agreement.                                                

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DESCRIPTION OF THE COMPANY'S PARTNERSHIP AGREEMENT  

The Company was organized on December 12, 1985 as a limited partnership     
under the Minnesota Uniform Limited Partnership Act, as it may be amended from  
time to time (the "Act"). The following is a summary of certain provisions of   
the Limited Partnership Agreement of the Company, as amended (the "Partnership  
Agreement"). The rights and obligations of Adams Outdoor Advertising, Inc. and  
of Stephen Adams, as the Company's general partners, are as set forth in the    
Partnership Agreement. The summary does not constitute a complete discussion    
of the Partnership Agreement and is qualified in its entirety by reference to   
the Partnership Agreement, a copy of which is available upon written request    
to the Company.                                                                 

Management. Adams Outdoor Advertising, Inc. has exclusive and complete      
discretion to manage the Company's business and operations except as otherwise  
specified in the Partnership Agreement. No person dealing with the Company or   
the managing general partner is required to determine the authority of the      
managing general partner to make any undertaking on behalf of the Company.      

Liability of General Partners. The Partnership Agreement provides that the  
general partners will not be liable, responsible or accountable in damages or   
otherwise to the Company or to the limited partners for acts and omissions      
which the general partners believed to be in the best interests of the          
Company, so long as such acts and omissions did not result from a general       
partner's gross negligence or willful misconduct. The Company will indemnify    
the general partners against any loss or damage incurred by a general partner   
by reason of any act or omission performed or omitted by it in a manner         
believed by it to be in the best interests of the Company and not incurred by   
reasons of gross negligence or willful misconduct.                              

Additional Partnership Contributions. The Partnership Agreement provides    
that in the event that the aggregate proceeds available for payment to          
creditors of the Company (including holders of the notes issued under the New   
Credit Facility and the amount paid to the holders of the Notes) from a         
liquidation of all assets of the Company is less than $40.0 million, Stephen    
Adams will contribute up to $40.0 million to satisfy the shortfall in such      
amount. Such contributions, if made, reduce Mr. Adams' limited recourse         
liability as a general partner. See "Description of the Notes--Release From     
Liability."                                                                     

Amendment of Partnership Agreement. The Partnership Agreement may be amended
only by an instrument in writing and signed by the general partners and the     
limited partners or on behalf of the limited partners pursuant to the power of  
attorney described herein.                                                      

Power of Attorney. AOAI, as managing general partner, is appointed the      
lawful attorney-in-fact for the limited partners to, among other things,        
execute, deliver, swear to, file and record in the appropriate public offices   
such documents as are deemed necessary or appropriate.                          

Termination, Dissolution and Liquidation. The Partnership Agreement provides
that the term of the Company will continue until December 31, 2025, or until    
earlier dissolved upon the sale of all or substantially all of the Company's    
assets or by the election of all the partners of the Company. A general         
partner may not voluntarily leave the Company without the prior consent of a    
majority in interest of the limited partners. The limited partners have no      
stated authority to remove a general partner, but upon the withdrawal,          
bankruptcy, death, dissolution or adjudication of incompetence of a general     
partner who is not at the time the sole general partner, the interest of that   
general partner will without further action be converted to a limited           
partnership interest. The withdrawal, bankruptcy, death, dissolution, or        
adjudication of incompetence of a partner shall not terminate or dissolve the   
Company unless such partner is at the time the sole general partner of the      
Company.                                                                        

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DESCRIPTION OF NEW CREDIT FACILITY  

The Canadian Imperial Bank of Commerce, an affiliate of the Initial         
Purchaser, has provided the New Credit Facility. The New Credit Facility is a   
senior line of credit in an aggregate principal amount of $15.0 million.        

The aggregate available commitment under the New Credit Facility will be    
reduced incrementally on a quarterly basis, beginning March 31, 1997. The New   
Credit Facility matures on March 31, 2001 unless previously terminated. Prior   
to making any advance under the New Credit Facility, the Company will be        
required to be in compliance with all financial and operating covenants. The    
lenders under the New Credit Facility are paid a commitment fee at the rate of  
0.5% per annum on unused commitments, payable quarterly. In addition, the       
agent thereunder receives other customary fees.                                 

Borrowings under the New Credit Facility bear interest at a rate equal to,  
at the option of the Company, either (i) the Base Rate (which is defined as     
the prime rate most recently announced by the agent under the New Credit        
Facility), or (ii) LIBOR, in each case plus an applicable margin determined by  
reference to the ratio of total debt to cash flow of the Company.               

The obligations of the Company under the New Credit Facility are secured    
primarily by a first priority pledge of the stock of AOAI, a first priority     
pledge of the partnership interests in the Company and a first priority lien    
on all the assets of the Company, with the exception of certain real estate     
assets, which are subject to a negative pledge.                                 

The New Credit Facility contains, among other things, covenants restricting 
the ability of the Company to dispose of assets, make distributions to its      
partners, create liens, make capital expenditures, make certain investments or  
acquisitions, enter into transactions with affiliates and otherwise restrict    
certain activities. The New Credit Facility also contains the following         
financial covenants: maximum ratio of total debt to operating cash flow;        
minimum permitted interest coverage and a minimum permitted fixed charge        
coverage ratio.                                                                 

Events of default under the New Credit Facility include those usual and     
customary for facilities of this type, including, among other things, default   
in the payment of principal or interest in respect of material amounts of       
indebtedness of the Company or its subsidiaries, any non-payment on such        
indebtedness, a Change of Control (as defined in the New Credit Facility), any  
material breach of the covenants or representations and warranties included in  
the New Credit Facility and related documents, the institution of any           
bankruptcy proceedings, the failure of any security agreement related to the    
New Credit Facility or lien granted thereunder to be valid and enforceable and  
the loss, without replacement using insurance proceeds, of a material number    
of outdoor advertising displays during any twelve month period. Upon the        
occurrence and continuance of an event of default under the New Credit          
Facility, the lenders may terminate their commitments to lend and declare the   
then outstanding loans due and payable.                                         

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DESCRIPTION OF THE NOTES  

The Original Notes were, and the New Notes will be, issued under an         
Indenture, dated as of March 12, 1996 (the "Indenture") among the Issuers and   
the United States Trust Company of New York, as trustee (the "Trustee"). The    
terms of the Notes include those stated in the Indenture and those made part    
of the Indenture by reference to the Trust Indenture Act of 1939, as amended    
(the "Trust Indenture Act"), as in effect from time to time. The Notes are      
subject to all such terms, and holders of the Notes are referred to the         
Indenture and the Trust Indenture Act for a statement of them.                  

The following is a summary of the material terms and provisions of the      
Notes. This summary does not purport to be a complete description of the Notes  
and is subject to the detailed provisions of, and qualified in its entirety by  
reference to, the Notes and the Indenture (including the definitions contained  
therein). Definitions relating to certain capitalized terms are set forth       
under "--Certain Definitions" and throughout this description. Capitalized      
terms that are used but not otherwise defined herein have the meanings          
assigned to them in the Indenture and such definitions are incorporated herein  
by reference. The Indenture has been filed as an exhibit to the Registration    
Statement of which this Prospectus is a part. The form of the New Notes and     
the Original Notes are identical in all material respects except that the New   
Notes will have been registered under the Securities Act and, therefore, will   
not bear legends restricting their transfer. The New Notes will not represent   
new indebtedness of the Company, will be entitled to the benefits of the same   
Indenture which governs the Original Notes and will rank pari passu with the    
Original Notes. Any provisions of the Indenture which require actions by or     
approval of a specified percentage of Original Notes shall require the          
approval of the holders of such percentage of principal amount of Original      
Notes and New Notes, in the aggregate.                                          

GENERAL                                                                         

The Notes are limited in aggregate principal amount to $105.0 million. The  
Notes are senior unsecured obligations of the Issuers ranking pari passu in     
right of payment with all existing and future senior indebtedness of the        
Issuers and senior in right of payment to all existing and future subordinated  
indebtedness of the Issuers that by its terms is subordinated in right of       
payment to the Notes. The Notes are effectively subordinated to all secured     
Indebtedness of the Issuers to the extent of the value of the assets securing   
such Indebtedness.                                                              

MATURITY, INTEREST AND PRINCIPAL                                                

The Notes mature on March 15, 2006. The Notes bear interest at a rate of 10 
3/4% per annum from the date of original issuance until maturity. Interest is   
payable semi-annually in arrears on March 15 and September 15, commencing       
September 15, 1996, to holders of record of the Notes at the close of business  
on the immediately preceding March 1 and September 1, respectively (whether or  
not a business day). The interest rate on the Notes is subject to increase,     
and such Additional Interest (as defined herein) will be payable on the         
payment dates set forth above, in certain circumstances, if the Notes (or       
other securities substantially similar to the Notes) are not registered with    
the Commission and declared effective within certain prescribed time periods.   
See "Exchange Offer; Registration Rights."                                      

OPTIONAL REDEMPTION                                                             

The Notes are redeemable at the option of the Issuers, in whole or in part, 
at any time on or after March 15, 2001 at the following redemption prices       
(expressed as a percentage of principal amount), together, in each case, with   
accrued and unpaid interest to the redemption date, if redeemed during the      
twelve-month period beginning on March 15 of each year listed below:            

                                                                [Download Table]

YEAR                                                            PERCENTAGE
----                                                            ----------
                                                                          
2001...........................................................  105.375% 
2002...........................................................  103.583% 
2003...........................................................  101.792% 
2004 and thereafter............................................  100.000% 

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Notwithstanding the foregoing, the Issuers may redeem in the aggregate up to
25% of the original principal amount of Notes at any time and from time to      
time prior to March 15, 1999 at a redemption price equal to 110% of the         
aggregate principal amount so redeemed, plus accrued and unpaid interest to     
the redemption date, out of the Net Proceeds of one or more Public Equity       
Offerings, provided, however, that at least $75 million of the principal        
amount of Notes originally issued remains outstanding immediately after the     
occurrence of any such redemption and that any such redemption occurs within    
60 days following the closing of any such Public Equity Offering.               

In the event of redemption of fewer than all of the Notes, the Trustee shall
select pro rata, by lot or in such other manner as it shall deem fair and       
equitable, the Notes to be redeemed. The Notes will be redeemable in whole or   
in part upon not less than 30 nor more than 60 days' prior written notice,      
mailed by first class mail to a holder's last address as it shall appear on     
the register maintained by the Registrar of the Notes. If any Note is to be     
redeemed in part only, the notice of redemption that relates to such Note       
shall state the portion of the principal amount thereof to be redeemed. A new   
Note, in a principal amount equal to the unredeemed portion thereof will be     
issued in the name of the holder thereof upon cancellation of the original      
Note. After any redemption date, unless the Issuers shall default in the        
payment of the redemption price, interest will cease to accrue on the Notes or  
portions thereof called for redemption.                                         

CERTAIN COVENANTS                                                               

The Indenture contains, among others, the following covenants. Except as    
otherwise specified, all of the covenants described below will appear in the    
Indenture.                                                                      

Limitation on Additional Indebtedness                                         

The Company will not, and will not permit any of its Subsidiaries to,       
directly or indirectly, incur (as defined) any Indebtedness (including          
Acquired Indebtedness) other than Permitted Indebtedness, provided, however,    
that the Company may incur Indebtedness (including Acquired Indebtedness) if    
(a) after giving effect to the incurrence of such Indebtedness and the receipt  
and application of the proceeds thereof, the ratio of the Company's total       
Indebtedness to the Company's EBITDA (determined on a pro forma basis for the   
most recently ended four full fiscal quarters of the Company for which          
financial statements are available at the date of determination) is less than   
5.5 to 1 if the Indebtedness is to be incurred on or before March 15, 1999,     
5.25 to 1 if the Indebtedness is to be incurred between March 15, 1999 and      
March 15, 2001 and 5.0 to 1 if the Indebtedness is to be incurred on and after  
March 15, 2001, provided, however, that if the Indebtedness which is the        
subject of a determination under this provision is Acquired Indebtedness, or    
Indebtedness incurred in connection with the simultaneous acquisition of any    
Person, business, property or assets, then such ratio shall be determined by    
giving effect to (on a pro forma basis, as if the transaction had occurred at   
the beginning of the four-quarter period) both the incurrence or assumption of  
such Acquired Indebtedness or such other Indebtedness by the Company and the    
inclusion in the Company's EBITDA of the EBITDA of the acquired Person,         
business, property or assets and (b) no Default or Event of Default shall have  
occurred and be continuing at the time or as a consequence of the incurrence    
of such Indebtedness.                                                           

The Indenture provides that the Company will not, directly or indirectly,   
incur any Indebtedness that is subordinated to any other Indebtedness of the    
Company unless such Indebtedness is also expressly subordinated to the Notes,   
provided, however, that no Indebtedness of the Company shall be deemed to be    
subordinated to any other Indebtedness of the Company solely because such       
other Indebtedness is secured.                                                  

Limitation on Indebtedness of Subsidiaries                                    

The Company will not permit any of its Subsidiaries to incur any            
Indebtedness except (i) Indebtedness to and held by the Company or a Wholly-    
Owned Subsidiary of the Company, provided, however, that any subsequent         
issuance or transfer of any Equity Interest that results in such Subsidiary     
ceasing to be a Wholly-Owned Subsidiary of the Company or any transfer of such  
Indebtedness to any Person other than the Company                               

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or a Wholly-Owned Subsidiary of the Company shall be deemed to be the           
incurrence of such Indebtedness by the Company, (ii) Permitted Secured          
Indebtedness and (iii) Acquired Indebtedness, provided, however, that such      
Acquired Indebtedness was not incurred in connection with, or in anticipation   
of, such Person becoming a Subsidiary.                                          

Limitation on Restricted Payments                                             

The Company will not make, and will not permit any of its Subsidiaries to,  
directly or indirectly, make, any Restricted Payment unless:                    

(a) no Default or Event of Default shall have occurred and be continuing
at the time of or immediately after giving effect to such Restricted        
Payment;                                                                    

 (b) immediately after giving pro forma effect to such Restricted Payment,
the Company could incur $1.00 of additional Indebtedness (other than        
Permitted Indebtedness) under the covenant set forth under "Limitation on   
Additional Indebtedness"; and                                               

(c) immediately after giving effect to such Restricted Payment, the     
aggregate of all Restricted Payments declared or made after the Issue Date  
through and including the date of such Restricted Payment (the "Base        
Period") does not exceed the sum of (1) 50% of the Company's Consolidated   
Net Income (or in the event such Consolidated Net Income shall be a         
deficit, minus 100% of such deficit) during the Base Period and (2) 100% of 
the aggregate Net Proceeds, including the fair market value of securities   
or other property received by the Company from the issue or sale, during    
the Base Period, of Equity Interests (other than Disqualified Equity        
Interests or Equity Interests of the Company issued to any Subsidiary of    
the Company) of the Company or any Indebtedness or other securities of the  
Company convertible into or exercisable or exchangeable for Equity          
Interests (other than Disqualified Equity Interests) of the Company which   
have been so converted or exercised or exchanged, as the case may be. For   
purposes of determining under this clause (c) the amount expended for       
Restricted Payments, cash distributed shall be valued at the face amount    
thereof and property other than cash shall be valued at its fair market     
value.                                                                      

The provisions of this covenant shall not prohibit (i) the agreement or     
commitment to make any payment or distribution permitted under the Indenture    
or the payment or distribution so agreed or committed to be made as long as     
such payment or distribution is made on the date of such agreement or           
commitment or within 60 days thereof, provided, however, that on the date of    
such agreement or commitment such payment would comply with the foregoing       
provisions, it being understood that the agreement or commitment to make such   
payment or distribution shall constitute Permitted Indebtedness, (ii) the       
retirement of any Equity Interests of the Company or subordinated Indebtedness  
of the Company by conversion into, or by or in exchange for, Equity Interests   
(other than Disqualified Equity Interests), or out of, the Net Proceeds of the  
substantially concurrent sale (other than to a Subsidiary of the Company) of    
other shares of Equity Interests of the Company (other than Disqualified        
Equity Interests), (iii) the redemption or retirement of Indebtedness of the    
Company subordinated to the Notes in exchange for, by conversion into, or out   
of the Net Proceeds of, a substantially concurrent sale or incurrence of        
Indebtedness (other than any Indebtedness owed to a Subsidiary) of the Company  
that is contractually subordinated in right of payment to the Notes to at       
least the same extent as the subordinated Indebtedness being redeemed or        
retired, (iv) the retirement of any shares of Disqualified Equity Interests by  
conversion into, or by exchange for, shares of Disqualified Equity Interests,   
or out of the Net Proceeds of the substantially concurrent sale (other than to  
a Subsidiary of the Company) of other shares of Disqualified Equity Interests   
and (v) Prior Accrued Bonus Payments, provided, however, that the aggregate     
amount of all such payments made after the Issue Date does not exceed $2.7      
million, provided, however, that in the case of the immediately preceding       
clauses (ii), (iii) and (v), no Default or Event of Default shall have          
occurred and be continuing at the time of such Restricted Payment or would      
occur as a result thereof.                                                      

The Indenture provides that in determining the aggregate amount of          
Restricted Payments made subsequent to the Issue Date for purposes of           
subparagraph (c) above, amounts expended pursuant to clauses (i) and (ii) of    
the immediately preceding paragraph shall be included, but without              
duplication, in such calculation.                                               

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The Indenture provides that for purposes of calculating the net proceeds    
received by the Company from the issuance or sale of its Equity Interests       
either upon the conversion of, or exchange for, Indebtedness of the Company or  
any Subsidiary, such amount will be deemed to be an amount equal to the         
difference of (a) the sum of (i) the principal amount or accreted value         
(whichever is less) of such Indebtedness on the date of such conversion or      
exchange and (ii) the additional cash consideration, if any, received by the    
Company upon such conversion or exchange, less any payment on account of        
fractional shares, minus (b) all expenses incurred in connection with such      
issuance or sale. In addition, for purposes of calculating the net proceeds     
received by the Company from the issuance or sale of its Equity Interests upon  
the exercise of any options or warrants of the Company, such amount will be     
deemed to be an amount equal to the difference of (a) the additional cash       
consideration, if any, received by the Company upon such exercise, minus (b)    
all expenses incurred in connection with such issuance or sale.                 

Not later than the date of making any Restricted Payment, the Company shall 
deliver to the Trustee an Officers' Certificate stating that such Restricted    
Payment is permitted and setting forth the basis upon which the calculations    
required by this covenant were computed, which calculations may be based upon   
the Company's latest available financial statements, and that no Default or     
Event of Default exists and is continuing and no Default or Event of Default    
will occur immediately after giving effect to such Restricted Payment.          

Limitation on Subsidiaries and Unrestricted Subsidiaries                      

The Indenture provides that the Company may designate any Subsidiary        
(including a newly acquired or a newly formed Subsidiary) to be an              
Unrestricted Subsidiary and that for purposes of the covenant described under   
"Limitation on Restricted Payments" above, (i) an "Investment" shall be deemed  
to have been made at the time any Subsidiary is designated as an Unrestricted   
Subsidiary in an amount (proportionate to the Company's percentage Equity       
Interest in such Subsidiary) equal to the net worth of such Subsidiary at the   
time that such Subsidiary is designated as an Unrestricted Subsidiary; (ii) at  
any date the aggregate of all Restricted Payments made as Investments since     
the Issue Date shall exclude and be reduced by an amount (proportionate to the  
Company's percentage Equity Interest in such Subsidiary) equal to the net       
worth of any Unrestricted Subsidiary at the time that such Unrestricted         
Subsidiary is designated a Subsidiary, not to exceed, in the case of any such   
redesignation of an Unrestricted Subsidiary as a Subsidiary, the amount of      
Investments previously made by the Company and its Subsidiaries in such         
Unrestricted Subsidiary (in each case (i) and (ii) "net worth" to be            
calculated based upon the fair market value of the assets of such Subsidiary    
as of any such date of designation); and (iii) any property transferred to or   
from an Unrestricted Subsidiary shall be valued at its fair market value at     
the time of such transfer.                                                      

The Indenture provides that notwithstanding the foregoing, the Board of     
Directors of the Company may not designate any Subsidiary of the Company to be  
an Unrestricted Subsidiary if, after such designation, (a) the Company or any   
Subsidiary of the Company (i) provides credit support for, or a guarantee of,   
any Indebtedness of such Subsidiary (including any undertaking, agreement or    
instrument evidencing such Indebtedness) or (ii) is directly or indirectly      
liable for any Indebtedness of such Subsidiary, (b) a default with respect to   
any Indebtedness of such Subsidiary (including any right which the holders      
thereof may have to take enforcement action against such Subsidiary) would      
permit (upon notice, lapse of time or both) any holder of any other             
Indebtedness of the Company or any Subsidiary of the Company to declare a       
default on such other Indebtedness or cause the payment thereof to be           
accelerated or payable prior to its final scheduled maturity or (c) such        
Subsidiary owns any Equity Interests in, or owns or holds any Lien on any       
property of, any Subsidiary which is not a Subsidiary of the Subsidiary to be   
so designated.                                                                  

Limitations on Investments                                                    

The Company will not, and will not permit any of its Subsidiaries to, make  
any Investment except (i) a Permitted Investment or (ii) an Investment that is  
made in compliance with the covenant described under "Limitation on Restricted  
Payments."                                                                      

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Limitations on Liens                                                          

The Company will not, and will not permit any of its Subsidiaries to,       
create, incur or otherwise cause or suffer to exist or become effective any     
Liens of any kind (other than Permitted Liens) upon any property or asset of    
the Company or any Subsidiary whether owned on the Issue Date or acquired       
after the Issue Date or on any shares of stock or debt of any Subsidiary which  
owns property or assets, now owned or hereafter acquired or on any income or    
profits therefrom, or assign or otherwise convey any right to receive income    
or profits thereon.                                                             

Limitation on Transactions with Affiliates                                    

The Company will not, and will not permit any of its Subsidiaries to,       
directly or indirectly, enter into or suffer to exist any transaction or        
series of related transactions (including, without limitation, the sale,        
purchase, exchange or lease of assets, property or services) with any           
Affiliate of the Company (including entities in which the Company or any        
Subsidiary thereof owns a minority interest) or holder of 10% or more of an     
Issuer's Equity Interests (each such transaction, an "Affiliate Transaction")   
or extend, renew, waive or otherwise modify the terms of any Affiliate          
Transaction entered into prior to the Issue Date unless (i) such Affiliate      
Transaction is solely between or among the Company and its Wholly-Owned         
Subsidiaries; (ii) such Affiliate Transaction is solely between or among        
Wholly-Owned Subsidiaries of the Company; (iii) such Affiliate Transaction is   
for reasonable fees and compensation paid to, and indemnity provided on behalf  
of, officers, directors, employees or consultants of the Company or any         
Subsidiary thereof as determined in good faith by the Board of Directors or     
senior management of the Company or of such Subsidiary, as the case may be; or  
(iv) the terms of such Affiliate Transaction are fair and reasonable to the     
Company or such Subsidiary, as the case may be, and the terms of such           
Affiliate Transaction are at least as favorable as the terms which could be     
obtained by the Company or such Subsidiary, as the case may be, in a            
comparable transaction made on an arm's-length basis between unaffiliated       
parties. In any Affiliate Transaction involving an amount or having a value in  
excess of $250,000 in any one year which is not permitted under clause (i) or   
(ii) above, the Company or such Subsidiary, as the case may be, must obtain a   
resolution of its Board of Directors certifying that such Affiliate             
Transaction complies with clause (iv) above. In transactions with a value in    
excess of $2.5 million which are not permitted under clause (i) or (ii) above,  
the Company or such Subsidiary, as the case may be, must obtain a written       
opinion as to the fairness of such a transaction, from a financial point of     
view, from an Independent Financial Advisor.                                    

The foregoing provisions will not apply to (i) the payment of reasonable    
annual compensation to directors or executive officers of the Issuers, (ii)     
payments to Stephen Adams pursuant to the employment agreement by and between   
the Company and Stephen Adams as in effect on the Issue Date and (iii)          
Restricted Payments made in compliance with the covenant described under        
"Limitation on Restricted Payments."                                            

Limitation on Certain Asset Sales                                             

The Company will not, and will not permit any of its Subsidiaries to,       
consummate an Asset Sale unless (i) the Company or such Subsidiary, as the      
case may be, receives consideration at the time of such sale or other           
disposition at least equal to the fair market value thereof (as determined for  
Asset Sales other than eminent domain, condemnation or similar governmental     
proceedings in good faith by its Board of Directors); and (ii) either (A) not   
less than 85% of the consideration received by the Company or the Subsidiary,   
as the case may be, from such Asset Sale is in the form of cash or cash         
equivalents (those equivalents allowed under "Temporary Cash Investments") or   
(B) after giving effect to such Asset Sale, the Company and its Subsidiaries    
hold in the aggregate no more than $2.5 million of Asset Sale Proceeds that     
are in a form other than cash or cash equivalents; and (iii) the Asset Sale     
Proceeds received by the Company or such Subsidiary are applied, to the extent  
the Company elects, (A) to repay and permanently reduce outstanding Permitted   
Secured Indebtedness and to permanently reduce the commitments in respect       
thereof, provided, however, that such repayment and commitment reduction        
occurs within 270 days following the receipt of such Asset Sale Proceeds or     
(B) to an investment in assets (including Equity Interests or other securities  
purchased in connection with the acquisition of Equity Interests or property    
of another person) used or useful in businesses similar or ancillary to the     
business of the Company or such Subsidiary as conducted at the time of such     
Asset Sale, provided, however, that such                                        

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investment occurs or the Company or such Subsidiary enters into contractual     
commitments to make such investment, subject only to customary conditions       
(other than the obtaining of financing), on or prior to the 180th day           
following receipt of such Asset Sale Proceeds (the "Reinvestment Date") and     
Asset Sale Proceeds contractually committed are so applied within 270 days      
following the receipt of such Asset Sale Proceeds. Any Asset Sale Proceeds      
that are not applied as permitted by clause (iii) of the preceding sentence     
shall constitute "Excess Proceeds." If at any time the aggregate amount of      
Excess Proceeds exceeds $3 million, the Issuers shall offer (an "Excess         
Proceeds Offer") to purchase from all holders of Notes, pursuant to procedures  
set forth in the Indenture, the maximum principal amount of Notes that may be   
purchased with such Excess Proceeds at a purchase price in cash equal to 100%   
of the principal amount thereof plus accrued interest, if any, to the date of   
the purchase. To the extent that the aggregate amount of Notes tendered         
pursuant to such Excess Proceeds Offer is less than the amount of Excess        
Proceeds, the Company may use such portion of the Excess Proceeds that is not   
used to purchase Notes so tendered for general partnership purposes. If the     
aggregate principal amount of Notes tendered pursuant to such Excess Proceeds   
Offer is more than the amount of the Excess Proceeds, the Notes tendered will   
be repurchased on a pro rata basis or by such other method as the Trustee       
shall deem fair and appropriate. Upon the closing of any repurchase of Notes    
tendered pursuant to such Excess Proceeds Offer, the amount of Excess Proceeds  
shall be deemed to be zero.                                                     

If the Issuers are required to make an Excess Proceeds Offer, the Issuers   
shall mail, within 30 days following the Reinvestment Date, a notice to the     
holders of the Notes stating, among other things: (1) that such holders have    
the right to require the Issuers to apply the Excess Proceeds to repurchase     
such Notes at a purchase price in cash equal to 100% of the principal amount    
thereof plus accrued and unpaid interest, if any, to the date of purchase; (2)  
the purchase date, which shall be no earlier than 30 days and not later than    
60 days from the date such notice is mailed; (3) the instructions, determined   
by the Issuers, that each holder of Notes must follow in order to have such     
Notes repurchased; and (4) the calculations used in determining the amount of   
Excess Proceeds to be applied to the repurchase of such Notes.                  

In the event of the transfer of substantially all (but not all) of the      
assets of the Company or any Subsidiary of the Company or substantially all     
(but not all) of the assets of any division or line of business of the Company  
or any Subsidiary of the Company as an entirety to a Person in a transaction    
permitted under "--Mergers, Consolidations and Sales of Assets," the successor  
corporation shall be deemed to have sold the assets of the Company, the         
Subsidiary or the division or line of business, as the case may be, not so      
transferred for purposes of this covenant, and shall comply with the            
provisions of this covenant with respect to such deemed sale as if it were an   
Asset Sale. In addition, the fair market value of such assets of the Company,   
the Subsidiary or the division or line of business, as the case may be, deemed  
to be sold shall be deemed to be Asset Sale Proceeds for purposes of this       
covenant.                                                                       

Any Excess Proceeds Offer will be made in substantially the same manner as a
Change of Control Offer. The Company will comply with the requirements of Rule  
14e-1 under the Exchange Act and any other securities laws and regulations to   
the extent such laws and regulations are applicable to an Excess Proceeds       
Offer.                                                                          

Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries 

The Company will not, and will not permit any of its Subsidiaries to,       
directly or indirectly, create or otherwise cause or suffer to exist or become  
effective any consensual encumbrance or restriction of any kind on the ability  
of any of its Subsidiaries to (a) pay dividends or make any other               
distributions to the Company or any Subsidiary on its Equity Interests, (b)     
pay any Indebtedness owed to the Company or any Subsidiary, (c) make loans or   
advances to the Company or any Subsidiary thereof or (d) transfer any of its    
properties or assets to the Company or any Subsidiary thereof, except, in each  
case, for such encumbrances or restrictions existing under or contemplated by   
or by reason of (i) the Notes or the Indenture, (ii) any restrictions existing  
under or contemplated by agreements in effect on the Issue Date, including,     
without limitation, restrictions under the New Credit Facility as in effect on  
the Issue Date and comparable provisions in the agreements evidencing any       
other Permitted Secured Indebtedness, (iii) any restrictions, with respect to   
a Subsidiary of the Company that is not a Subsidiary of the Company on the      
Issue Date, in existence at the time such Person becomes a Subsidiary of the    

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Company (but not created in contemplation of such Person becoming a Subsidiary  
of the Company and which encumbrance or restriction is not applicable to any    
Person or the property or assets of any Person other than such Person or the    
property or assets of such Person so acquired) and (iv) any restrictions        
existing under any agreement that refinances or replaces an agreement           
containing a restriction permitted by clause (i), (ii) or (iii) above,          
provided, however, that the terms and conditions of any such restrictions are   
not materially less favorable in the aggregate to the holders of the Notes      
than those under or pursuant to the agreement being replaced or the agreement   
evidencing the Indebtedness refinanced or replaced.                             

Limitation on Equity Interests of Subsidiaries                                

The Company will at all times own 100% of the Equity Interests of its       
Subsidiaries. The Company will not (i) sell, pledge, hypothecate or otherwise   
convey or dispose of any Equity Interests of a Subsidiary (other than pursuant  
to an agreement evidencing Permitted Secured Indebtedness or a successor        
facility or to the Company or a Wholly-Owned Subsidiary of the Company) or      
(ii) permit any of its Subsidiaries to issue any Equity Interests, other than   
to the Company or a Subsidiary of the Company. The foregoing restrictions       
shall not apply to an Asset Sale made in compliance with the covenant           
described under "Limitation on Certain Asset Sales" or the issuance of          
Preferred Equity Interests in compliance with the covenant described under      
"Limitation on Additional Indebtedness."                                        

Limitation on Creation of Subsidiaries                                        

The Company will not create or acquire, nor permit any of its Subsidiaries  
to create or acquire, any Subsidiary other than (i) a Wholly-Owned Subsidiary   
existing as of the Issue Date, (ii) a Wholly-Owned Subsidiary that is acquired  
or created after the date hereof or (iii) an Unrestricted Subsidiary.           

Limitation on Sale and Lease-Back Transactions                                

The Company will not, and will not permit any of its Subsidiaries to, enter 
into any Sale and Lease-Back Transaction unless (i) the consideration received  
in such Sale and Lease-Back Transaction is at least equal to the fair market    
value of the property sold and (ii) immediately prior to and after giving       
effect to the Attributable Indebtedness in respect of such Sale and Lease-Back  
Transaction, the Company could incur at least $1.00 of additional Indebtedness  
(other than Permitted Indebtedness) in compliance with the covenant described   
under "Limitation on Additional Indebtedness."                                  

Payments for Consent                                                          

None of the Issuers or any of their Subsidiaries shall, directly or         
indirectly, pay or cause to be paid any consideration, whether by way of        
interest, fee or otherwise, to any holder of any Notes for or as an inducement  
to any consent, waiver or amendment of any of the terms or provisions of the    
Indenture or the Notes unless such consideration is offered to be paid or       
agreed to be paid to all holders of the Notes which so consent, waive or agree  
to amend in the time frame set forth in the solicitation documents relating to  
such consent, waiver or agreement.                                              

Line of Business                                                              

The Company will not, and will not permit any of its Subsidiaries to, engage
in any business other than the owning, operating or managing of outdoor         
advertising businesses or out-of-home media businesses and related or           
ancillary activities.                                                           

CHANGE OF CONTROL OFFER                                                         

Within 30 days of the occurrence of a Change of Control, the Issuers shall  
notify the Trustee in writing of such occurrence and shall make an offer to     
purchase (the "Change of Control Offer") the outstanding Notes at a             

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purchase price equal to 101% of the principal amount thereof plus any accrued   
and unpaid interest thereon to the Change of Control Payment Date (as           
hereinafter defined) (such applicable purchase price being hereinafter          
referred to as the "Change of Control Purchase Price") in accordance with the   
procedures set forth in this covenant.                                          

Within 30 days of the occurrence of a Change of Control, the Issuers also   
shall (i) cause a notice of the Change of Control Offer to be sent at least     
once to the Dow Jones News Service or similar business news service in the      
United States and (ii) send by first-class mail, postage prepaid, to the        
Trustee and to each holder of the Notes, at the address appearing in the        
register maintained by the Registrar of the Notes, a notice stating:            

(1) that the Change of Control Offer is being made pursuant to this     
covenant and that all Notes tendered will be accepted for payment, and      
otherwise subject to the terms and conditions set forth herein;             

(2) the Change of Control Purchase Price and the purchase date (which   
shall be a Business Day no earlier than 20 business days from the date such 
notice is mailed (the "Change of Control Payment Date"));                   

(3) that any Note not tendered will continue to accrue interest;        

(4) that, unless the Issuers default in the payment of the Change of    
Control Purchase Price, any Notes accepted for payment pursuant to the      
Change of Control Offer shall cease to accrue interest after the Change of  
Control Payment Date;                                                       

(5) that holders accepting the offer to have their Notes purchased      
pursuant to a Change of Control Offer will be required to surrender the     
Notes to the Paying Agent at the address specified in the notice prior to   
the close of business on the Business Day preceding the Change of Control   
Payment Date;                                                               

(6) that holders will be entitled to withdraw their acceptance if the   
Paying Agent receives, not later than the close of business on the third    
Business Day preceding the Change of Control Payment Date, a telegram,      
telex, facsimile transmission or letter setting forth the name of the       
holder, the principal amount of the Notes delivered for purchase, and a     
statement that such holder is withdrawing his election to have such Notes   
purchased;                                                                  

(7) that holders whose Notes are being purchased only in part will be   
issued new Notes equal in principal amount to the unpurchased portion of    
the Notes surrendered, provided that each Note purchased and each such new  
Note issued shall be in an original principal amount in denominations of    
$1,000 and integral multiples thereof;                                      

(8) any other procedures that a holder must follow to accept a Change of
Control Offer or effect withdrawal of such acceptance; and                  

(9) the name and address of the Paying Agent.                           

On the Change of Control Payment Date, the Issuers shall, to the extent     
lawful, (i) accept for payment all Notes or portions thereof or beneficial      
interests under a Global Note tendered pursuant to the Change of Control        
Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase  
price of all Notes or portions thereof or beneficial interests, so tendered     
and (iii) deliver or cause to be delivered to the Trustee Notes so accepted     
together with an Officers' Certificate stating the Notes or portions thereof    
tendered to the Issuers. The Paying Agent shall promptly (1) mail to each       
holder of Notes so accepted and (2) cause to be credited to the respective      
accounts of the Holders under a Global Note of beneficial interests so          
accepted payment in an amount equal to the Change of Control Purchase Price     
for such Notes, and the Issuers shall execute and issue, and the Trustee shall  
promptly authenticate and mail to such holder, a new Note equal in principal    
amount to any unpurchased portion of the Notes surrendered and shall issue a    
new Global Note equal in principal amount to any unpurchased portion of         
beneficial interest so surrendered; provided, however, that each such new Note  
shall be issued in an original principal amount in denominations of $1,000 and  
integral multiples thereof.                                                     

The Indenture requires that if the New Credit Facility is in effect, or any 
other Permitted Secured Indebtedness is outstanding, at the time of the         
occurrence of a Change of Control, prior to the mailing of the notice to        
holders described in the preceding paragraphs, but in any event within 30 days  
following any Change                                                            

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of Control, the Company covenants to (i) repay in full all obligations and      
terminate all commitments under such Permitted Secured Indebtedness or offer    
to repay in full all obligations and terminate all commitments under such       
Permitted Secured Indebtedness of each lender who has accepted such offer or    
(ii) obtain the requisite consent under such Permitted Secured Indebtedness to  
permit the repurchase of the Notes as described above. The Company must first   
comply with the covenant described in the preceding sentence before it shall    
be required to purchase Notes in the event of a Change of Control, provided,    
however, that the Company's failure to comply with the covenant described in    
the preceding sentence constitutes an Event of Default described in clause      
(iii) under "Events of Default" below. As a result of the foregoing a holder    
of the Notes may not be able to compel the Issuers to purchase the Notes        
unless the Company is able at the time to refinance all of the New Credit       
Facility or obtain requisite consents under the New Credit Facility. Failure    
by the Issuers to make a Change of Control Offer when required by the           
Indenture constitutes an Event of Default under the Indenture.                  

The Indenture provides that, (A) if the Company or any Subsidiary thereof   
has issued any outstanding (i) Indebtedness that is subordinated in right of    
payment to the Notes or (ii) Preferred Equity Interests, and the Company or     
such Subsidiary is required to make a Change of Control Offer or to make a      
distribution with respect to such subordinated Indebtedness or Preferred        
Equity Interests in the event of a change of control, the Company and such      
Subsidiary shall not consummate any such offer or distribution with respect to  
such subordinated Indebtedness or Preferred Equity Interests until such time    
as the Issuers shall have paid the Change of Control Purchase Price in full to  
the holders of Notes that have accepted the Issuers' Change of Control Offer    
and shall otherwise have consummated the Change of Control Offer made to        
holders of the Notes and (B) the Company will not issue Indebtedness that is    
subordinated in right of payment to the Notes or Preferred Equity Interests     
with change of control provisions requiring the payment of such Indebtedness    
or Preferred Equity Interests prior to the payment of the Notes in the event    
of a Change in Control under the Indenture.                                     

In the event that a Change of Control occurs and the holders of Notes       
exercise their right to require the Issuers to purchase Notes, if such          
purchase constitutes a "tender offer" for purposes of Rule 14e-1 under the      
Exchange Act at that time, the Issuers will comply with the requirements of     
Rule 14e-1 as then in effect with respect to such repurchase.                   

The Issuers' ability to purchase the Notes will be limited by the Company's 
then available financial resources and, if such financial resources are         
insufficient, their ability to arrange financing to effect such purchases.      
There can be no assurance that the Issuers will have sufficient funds to        
repurchase the Notes upon a Change of Control or that the Issuers will be able  
to arrange financing for such purpose.                                          

RELEASE FROM LIABILITY                                                          

The Indenture provides that the Notes are being issued solely by the        
Issuers, and none of the Issuers' respective directors, officers, partners,     
stockholders, employees or affiliates will be an obligor under the Notes, and   
that, except as to Stephen Adams, such persons shall not have any liability     
for any obligations of the Issuers under the Notes or the Indenture or any      
claim based on, in respect of or by reason of such obligations, and that by     
accepting the Notes, each holder of Notes waives and releases all such          
liability, which waiver and release are part of the consideration for the       
Notes. Such waiver may not be effective to waive liabilities under the federal  
securities laws and it is the view of the Commission that such a waiver is      
against public policy. Although Stephen Adams, in his capacity as a general     
partner of the Company, is personally liable in respect of indebtedness of the  
Company, including the Notes, the Indenture specifically limits his recourse    
liability and that of any other individual general partner of the Company. In   
addition, although Mr. Adams currently has a net worth significantly in excess  
of his maximum potential recourse liability under the Indenture, Mr. Adams'     
assets consist in large part of illiquid investments in privately-held          
companies, including his interest in the Company which represents one of his    
significant assets. Accordingly, no assurance can be given that the Trustee     
and the holders of the Notes would be able to realize on any such possible      
recourse liability of Mr. Adams and holders of the Notes should not rely on     
such possible recourse liability of Mr. Adams for repayment of the Notes.       

The terms of the Indenture will provide that the Trustee and holders of the 
Notes will only have recourse against Stephen Adams, an individual general      
partner of the Company, to the extent that the aggregate proceeds               

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available for payment to creditors of the Company from a liquidation of all     
assets of the Issuers are less than the lesser of (i) $40.0 million and (ii)    
the aggregate amount owed by the Company to such creditors at the time of such  
liquidation. The Trustee and the holders of the Notes will have no recourse     
against any of the Issuers' partners or affiliates with respect to the Notes    
or the Indenture except as indicated in the preceding sentence.                 

MERGER, CONSOLIDATION OR SALE OF ASSETS                                         

The Company will not and will not permit any of its Subsidiaries to         
consolidate with, merge with or into, or transfer all or substantially all of   
its assets (as an entirety or substantially as an entirety in one transaction   
or a series of related transactions), to any Person unless: (i) the Company or  
such Subsidiary, as the case may be, shall be the continuing Person, or the     
Person (if other than the Company or such Subsidiary) formed by such            
consolidation or into which the Company or such Subsidiary, as the case may     
be, is merged or to which the properties and assets of the Company or such      
Subsidiary, as the case may be, are transferred shall be a corporation          
organized and existing under the laws of the United States or any State         
thereof or the District of Columbia and shall expressly assume, by a            
supplemental indenture, executed and delivered to the Trustee, in form          
satisfactory to the Trustee, all of the obligations of the Company or such      
Subsidiary, as the case may be, under the Notes and the Indenture, and the      
obligations under the Indenture shall remain in full force and effect; (ii)     
immediately before and immediately after giving effect to such transaction, no  
Default or Event of Default shall have occurred and be continuing; (iii)        
immediately after giving effect to such transaction on a pro forma basis the    
Company or such Person could incur at least $1.00 of additional Indebtedness    
(other than Permitted Indebtedness) under the covenant set forth under          
"Limitation on Additional Indebtedness"; and (iv) immediately thereafter, the   
Company, such Subsidiary or the other surviving entity, as the case may be,     
shall have a Consolidated Net Worth equal to or greater than the Consolidated   
Net Worth of the Company or such Subsidiary, as the case may be, immediately    
prior to such transaction.                                                      

In connection with any consolidation, merger or transfer of assets          
contemplated by this provision, the Company shall deliver, or cause to be       
delivered, to the Trustee, in form and substance reasonably satisfactory to     
the Trustee, an Officers' Certificate and an opinion of counsel, each stating   
that such consolidation, merger or transfer and the supplemental indenture in   
respect thereto comply with this provision and that all conditions precedent    
herein provided for relating to such transaction or transactions have been      
complied with.                                                                  

EVENTS OF DEFAULT                                                               

The following events are defined in the Indenture as "Events of Default":   

(i) default in payment of any principal of, or premium, if any, on the  
Notes when such principal becomes due and payable;                          

(ii) default for 30 days in the payment of any interest on the Notes    
after such interest becomes due and payable;                                

(iii) the failure of the Issuers to comply with any of the terms or     
provisions of "--Change of Control Offer" or "--Limitation on Certain Asset 
Sales";                                                                     

 (iv) default by the Issuers in the observance or performance of any other
provision in the Notes or the Indenture for 30 days after written notice    
from the Trustee or the holders of not less than 25% in aggregate principal 
amount of the Notes then outstanding;                                       

(v) failure to pay when due principal, interest or premium in an        
aggregate amount of $3 million or more with respect to any Indebtedness of  
the Company or any Subsidiary thereof, or the acceleration prior to its     
express maturity of any such Indebtedness aggregating $3 million or more;   

(vi) any final judgment or judgments which can no longer be appealed for
the payment of money in excess of $3 million (which are not paid or covered 
by third party insurance by financially sound insurers that have not        
disclaimed coverage) shall be rendered against the Company or any           
Subsidiary thereof, and shall not be discharged for any period of 60        
consecutive days during which a stay of enforcement shall not be in effect; 

(vii) certain events involving bankruptcy, insolvency or reorganization 
of either of the Issuers or any Subsidiary of the Company.                  

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The Indenture provides that the Trustee may withhold notice to the holders  
of the Notes of any default (except in payment of principal or premium, if      
any, or interest on the Notes or that resulted from the failure of the Issuers  
to comply with the provisions of "--Change of Control Offer" or "--Limitation   
on Certain Asset Sales") if the Trustee considers it to be in the best          
interest of the holders of the Notes to do so.                                  

The Indenture provides that if an Event of Default (other than an Event of  
Default resulting from certain events of bankruptcy, insolvency or              
reorganization) shall have occurred and be continuing, then the Trustee or the  
holders of not less than 25% in aggregate principal amount of the Notes then    
outstanding may declare to be immediately due and payable the entire principal  
amount of all the Notes then outstanding plus accrued interest to the date of   
acceleration, provided, however, that after such acceleration but before a      
judgment or decree based on acceleration is obtained by the Trustee, the        
holders of a majority in aggregate principal amount of outstanding Notes may,   
under certain circumstances, rescind and annul such acceleration if all Events  
of Default, other than nonpayment of accelerated principal, premium or          
interest, have been cured or waived as provided in the Indenture. In case an    
Event of Default resulting from certain events of bankruptcy, insolvency or     
reorganization shall occur, the principal, premium and interest amount with     
respect to all of the Notes shall ipso facto become and be immediately due and  
payable without any declaration or other act on the part of the Trustee or the  
holders of the Notes.                                                           

The holders of a majority in principal amount of the Notes then outstanding 
shall have the right to waive any existing default or compliance with any       
provision of the Indenture or the Notes and to direct the time, method and      
place of conducting any proceeding for any remedy available to the Trustee,     
subject to certain limitations specified in the Indenture.                      

No holder of any Note will have any right to institute any proceeding with  
respect to the Indenture or for any remedy thereunder, unless such holder       
shall have previously given to the Trustee written notice of a continuing       
Event of Default and unless also the holders of at least 25% in aggregate       
principal amount of the outstanding Notes shall have made written request and   
offered reasonable indemnity to the Trustee to institute such proceeding as a   
trustee, and unless the Trustee shall not have received from the holders of a   
majority in aggregate principal amount of the outstanding Notes a direction     
inconsistent with such request and shall have failed to institute such          
proceeding within 60 days. However, such limitations do not apply to a suit     
instituted on such Note on or after the respective due dates expressed in such  
Note.                                                                           

DEFEASANCE AND COVENANT DEFEASANCE                                              

The Indenture provides that the Issuers may elect either (a) to defease and 
be discharged from any and all obligations with respect to the Notes (except    
for the obligations to register the transfer or exchange of such Notes, to      
replace temporary or mutilated, destroyed, lost or stolen Notes, to maintain    
an office or agency in respect of the Notes and to hold monies for payment in   
trust) ("defeasance") or (b) to be released from their obligations with         
respect to the Notes under certain covenants contained in the Indenture and     
described above under "Covenants" ("covenant defeasance"), upon the deposit     
with the Trustee (or other qualifying trustee), in trust for such purpose, of   
money and/or U.S. Government Obligations which through the payment of           
principal and interest in accordance with their terms will provide money, in    
an amount sufficient to pay the principal of, premium, if any, and interest on  
the Notes, on the scheduled due dates therefor or on a selected date of         
redemption in accordance with the terms of the Indenture. Such a trust may      
only be established if, among other things, the Issuers have delivered to the   
Trustee an Opinion of Counsel (as specified in the Indenture) (i) to the        
effect that neither the trust nor the Trustee will be required to register as   
an investment company under the Investment Company Act of 1940, as amended,     
and (ii) describing either a private ruling concerning the Notes or a           
published ruling of the Internal Revenue Service, to the effect that holders    
of the Notes or persons in their positions will not recognize income, gain or   
loss for federal income tax purposes as a result of such deposit, defeasance    
and discharge and will be subject to federal income tax on the same amount and  
in the same manner and at the same times, as would have been the case if such   
deposit, defeasance and discharge had not occurred.                             

MODIFICATION OF INDENTURE                                                       

From time to time, the Issuers and the Trustee may, without the consent of  
holders of the Notes, modify, amend, waive or supplement the provisions of the  
Indenture or the Notes for certain specified purposes, including                

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providing for uncertificated Notes in addition to certificated Notes, and       
curing any ambiguity, defect or inconsistency, or making any other change that  
does not materially and adversely affect the rights of any holder. The          
Indenture contains provisions permitting the Issuers and the Trustee, with the  
consent of holders of at least a majority in principal amount of the            
outstanding Notes, to modify, amend, waive or supplement the Indenture or the   
Notes, except that no such modification shall, without the consent of each      
holder affected thereby, (i) reduce the amount of Notes whose holders must      
consent to an amendment, supplement, or waiver to the Indenture or the Notes,   
(ii) reduce the rate of or change the time for payment of interest on any       
Note, (iii) reduce the principal of or premium on or change the stated          
maturity of any Note, (iv) make any Note payable in money other than that       
stated in the Note or change the place of payment from New York, New York, (v)  
change the amount or time of any payment required by the Notes or reduce the    
premium payable upon any redemption of Notes, or change the time before which   
no such redemption may be made, (vi) waive a default on the payment of the      
principal of, interest on, or redemption payment with respect to any Note,      
(vii) subordinate in right of payment, or otherwise subordinate, the Notes to   
any other Indebtedness or obligation of the Issuers, (viii) amend, alter,       
change or modify the obligation of the Issuers to make and consummate a Change  
of Control Offer in the event of a Change of Control or make and consummate an  
Excess Proceeds Offer or waive any Default in the performance of any such       
offers or modify any of the provisions or definitions with respect to any such  
offers or (ix) take any other action otherwise prohibited by the Indenture to   
be taken without the consent of each holder affected thereby.                   

REPORTS TO HOLDERS                                                              

So long as any of the Notes are outstanding, whether or not the Issuers are 
required to be subject to Section 13(a) or 15(d) of the Exchange Act, the       
Issuers will furnish the information required thereby to the Commission, the    
holders of the Notes and to the Trustee. The Indenture provides that even if    
the Issuers are entitled under the Exchange Act not to furnish such             
information to the Commission or to the holders of the Notes, they will         
nonetheless continue to furnish such information to the Commission, the         
holders of the Notes and the Trustee.                                           

COMPLIANCE CERTIFICATE                                                          

The Issuers will deliver to the Trustee on or before 120 days after the end 
of the Issuers' fiscal year and on or before 50 days after the end of each of   
the first, second and third fiscal quarters in each year an Officers'           
Certificate stating whether or not the signers know of any Default or Event of  
Default that has occurred. If they do, the certificate will describe the        
Default or Event of Default and its status.                                     

THE TRUSTEE                                                                     

The Trustee under the Indenture will be the Registrar and Paying Agent with 
regard to the Notes. The Indenture provides that, except during the             
continuance of an Event of Default, the Trustee will perform only such duties   
as are specifically set forth in the Indenture. During the existence of an      
Event of Default, the Trustee will exercise such rights and powers vested in    
it under the Indenture and use the same degree of care and skill in its         
exercise as a prudent person would exercise under the circumstances in the      
conduct of such person's own affairs.                                           

TRANSFER AND EXCHANGE                                                           

Holders of the Notes may transfer or exchange Notes in accordance with the  
Indenture. The Registrar under such Indenture may require a holder, among       
other things, to furnish appropriate endorsements and transfer documents, and   
to pay any taxes and fees required by law or permitted by the Indentures. The   
Registrar is not required to transfer or exchange any Note selected for         
redemption. Also, the Registrar is not required to transfer or exchange any     
Note for a period of 15 days before selection of the Notes to be redeemed.      

The registered holder of a Note may be treated as the owner of it for all   
purposes.                                                                       

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CERTAIN DEFINITIONS                                                             

Set forth below is a summary of certain of the defined terms used in the    
covenants contained in the Indenture. Reference is made to the Indenture for    
the full definition of all such terms as well as any other capitalized terms    
used herein for which no definition is provided.                                

"Acquired Indebtedness" means Indebtedness of a Person (including a         
Subsidiary) existing at the time such Person becomes a Subsidiary or assumed    
in connection with the acquisition of assets from such Person.                  

"Affiliate" of any specified Person means any other Person which directly or
indirectly through one or more intermediaries controls, or is controlled by,    
or is under common control with, such specified Person. For the purposes of     
this definition, "control" (including, with correlative meanings, the terms     
"controlling," "controlled by," and "under common control with"), as used with  
respect to any Person, means the possession, directly or indirectly, of the     
power to direct or cause the direction of the management or policies of such    
Person, whether through the ownership of voting securities, by agreement or     
otherwise.                                                                      

"Asset Sale" means the direct or indirect sale, transfer, issuance,         
conveyance, lease (other than operating leases entered into in the ordinary     
course of business pursuant to ordinary business terms), assignment or other    
disposition for value (including, without limitation, by eminent domain,        
condemnation or similar governmental proceeding) or any merger or               
consolidation of any Subsidiary of the Company with or into another Person      
(other than the Company or any Wholly-Owned Subsidiary of the Company) whereby  
such Subsidiary shall cease to be a Wholly-Owned Subsidiary in any single       
transaction or series of related transactions (separate eminent domain,         
condemnation or similar governmental proceedings to each be considered a        
single transaction but not to be considered together as a series of related     
transactions) involving property or assets with a fair market value in excess   
of $250,000 of (a) any Equity Interest in any Subsidiary, (b) real property     
owned by the Company or any Subsidiary thereof, or a division, line of          
business or comparable business segment of the Company or any Subsidiary        
thereof or (c) other property, assets or rights of the Company, any Subsidiary  
thereof or any division or line of business of the Company or any Subsidiary    
thereof, provided, however, that Asset Sales shall not include (i) sales,       
leases, conveyances, transfers or other dispositions to the Company or to a     
Subsidiary thereof or to any other Person if after giving effect to such sale,  
lease, conveyance, transfer or other disposition such other Person becomes a    
Wholly-Owned Subsidiary of the Company, (ii) transactions complying with "--    
Merger, Consolidation or Sale of Assets" above (except as otherwise provided    
in the penultimate paragraph set forth under "--Limitation on Certain Asset     
Sales" above), (iii) sales, transfers, issuances, conveyances, leases,          
assignments or other dispositions for value to the Company or any Wholly-Owned  
Subsidiary of the Company, (iv) transfers or other distributions of assets      
which constitute (1) Permitted Investments or (2) Restricted Payments made in   
compliance with the covenant described under "Limitation on Restricted          
Payments" and (v) the exchange of property or assets of the Company or a        
Subsidiary of the Company for similar assets constituting one or more outdoor   
advertising properties owned by another Person.                                 

"Asset Sale Proceeds" means, with respect to any Asset Sale, (i) cash       
received by the Company or any Subsidiary thereof from such Asset Sale          
(including cash received as consideration for the assumption of liabilities     
incurred in connection with or in anticipation of such Asset Sale), after (a)   
provision for all income or other taxes measured by or resulting from such      
Asset Sale (calculated as provided in "Permitted Tax Distributions"), (b)       
payment of all brokerage commissions, underwriting and other fees and expenses  
related to such Asset Sale, (c) provision for minority interest holders in any  
Subsidiary as a result of such Asset Sale, (d) payments made to retire          
Indebtedness secured by the assets subject to such Asset Sale and (e)           
deduction of appropriate amounts to be provided by the Company or a Subsidiary  
thereof as a reserve, in accordance with GAAP, against any liabilities          
associated with the assets sold or disposed of in such Asset Sale and retained  
by the Company or a Subsidiary thereof after such Asset Sale, including,        
without limitation, pension and other post employment benefit liabilities and   
liabilities related to environmental matters or against any indemnification     
obligations associated with the assets sold or disposed of in such Asset Sale,  
and (ii) promissory notes and other noncash consideration received by the       
Company or any Subsidiary thereof from such Asset Sale or other disposition     
upon the liquidation or conversion of such notes or noncash consideration into  
cash.                                                                           

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"Attributable Indebtedness" under the Indenture in respect of a Sale and    
Lease-Back Transaction means, as at the time of determination, the greater of   
(i) the fair value of the property subject to such arrangement (as determined   
in good faith by the Board of Directors) and (ii) the present value of the      
notes (discounted at the rate of interest implicit in such transaction) of the  
total obligations of the lessee for rental payments during the remaining term   
of the lease included in such Sale and Lease-Back Transaction (including any    
period for which such lease has been extended).                                 

"Board of Directors" means, as to any Person, the board of directors or any 
duly authorized committee thereof of such Person or, if such Person is a        
partnership, of the managing general partner of such Person.                    

"Capitalized Lease Obligations" means Indebtedness represented by           
obligations under a lease that is required to be capitalized for financial      
reporting purposes in accordance with GAAP, and the amount of such              
Indebtedness shall be the capitalized amount of such obligations determined in  
accordance with GAAP.                                                           

A "Change of Control" will be deemed to have occurred at such time as (i)   
the Permitted Holders, individually or in the aggregate, shall cease to         
beneficially own (as defined under Rule 13d-3 or any successor rule or          
regulation promulgated under the Exchange Act), directly or indirectly, 50.1%   
or more of the Common Equity Interests of the Company or of the Managing        
General Partner and any Person (including a Person's Affiliates and             
associates), other than a Permitted Holder, beneficially owns (as defined       
under Rule 13d-3 or any successor rule or regulation promulgated under the      
Exchange Act), directly or indirectly, 35% or more of the Common Equity         
Interests of the Company or of the Managing General Partner, (ii) there shall   
be consummated any consolidation or merger of the Company or the Managing       
General Partner in which the Company or the Managing General Partner, as the    
case may be, is not the continuing or surviving corporation or pursuant to      
which the Common Equity Interests of the Company or the Managing General        
Partner, as the case may be, would be converted into cash, securities or other  
property, other than a merger or consolidation of the Company or the Managing   
General Partner in which the holders of the Common Equity Interests of the      
Company or the Managing General Partner, as the case may be, outstanding        
immediately prior to the consolidation or merger hold, directly or indirectly,  
at least a majority of the Common Equity Interests of the surviving             
corporation immediately after such consolidation or merger, (iii) there is a    
sale, lease or transfer of all or substantially all of the assets of the        
Company or the Managing General Partner to any Person or group (as such term    
is defined in Section 13(d)(3) of the Exchange Act), other than a Permitted     
Holder, (iv) the shareholders of the Managing General Partner or the partners   
of the Company shall approve any plan or proposal for the liquidation or        
dissolution of the Managing General Partner or the Company, as the case may     
be, (v) during any period of two consecutive years, individuals who at the      
beginning of such period constituted the Board of Directors of the Managing     
General Partner (together with any new directors whose election by such Board   
of Directors has been approved by 66 2/3% of the directors then still in        
office who either were directors at the beginning of such period or whose       
election or recommendation for election was previously so approved) cease to    
constitute a majority of the Board of Directors of the Managing General         
Partner or (vi) any Person is admitted as a general partner of the Company      
after which the Managing General Partner does not have the responsibility to    
take all of the actions to the same extent it is entitled or required to take   
under the Partnership Agreement of the Company as in effect on the Issue Date.  

"Common Equity Interests" of any Person means all Equity Interests of such  
Person that are generally entitled to (i) vote in the election of directors of  
such Person or (ii) if such Person is not a corporation, vote or otherwise      
participate in the selection of the governing body, partners, managers or       
others that will control the management and policies of such Person.            

"Consolidated Interest Expense" means, with respect to any Person, for any  
period, the aggregate amount of interest which, in conformity with GAAP, would  
be set forth opposite the caption "interest expense" or any like caption on an  
income statement for such Person and its Subsidiaries on a consolidated basis,  
imputed interest included in Capitalized Lease Obligations, all commissions,    
discounts and other fees and charges owed with respect to letters of credit     
and bankers' acceptance financing, the net costs associated with hedging        
obligations, amortization of other financing fees and expenses, the interest    
portion of any deferred payment obligation,                                     

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amortization of discount or premium, if any, and all other non-cash interest    
expense (other than interest amortized to cost of sales)) plus, without         
duplication, all net capitalized interest for such period and all interest      
incurred or paid under any guarantee of Indebtedness (including a guarantee of  
principal, interest or any combination thereof) of any Person, plus the amount  
of all dividends or distributions paid on Disqualified Equity Interests (other  
than dividends paid or payable in Equity Interests).                            

"Consolidated Net Income" means, with respect to any Person, for any period,
the aggregate of the Net Income of such Person and its Subsidiaries for such    
period, on a consolidated basis, determined in accordance with GAAP, plus the   
amount of any dividends or distributions received by such Person from           
Unrestricted Subsidiaries, provided, however, that (a) the Net Income of any    
Person (the "other Person") in which the Person in question or any of its       
Subsidiaries has less than a 100% interest (which interest does not cause the   
net income of such other Person to be consolidated into the net income of the   
Person in question in accordance with GAAP) shall be included only to the       
extent of the amount of dividends or distributions paid to the Person in        
question or the Subsidiary, (b) the Net Income of any Subsidiary of the Person  
in question that is subject to any restriction or limitation on the payment of  
dividends or the making of other distributions (other than pursuant to the      
Notes or the Indenture) shall be excluded to the extent such restriction or     
limitation would prevent such Subsidiary from being able to pay dividends or    
make other distributions out of its Net Income, (c)(i) the Net Income of any    
Person acquired in a pooling of interests transaction for any period prior to   
the date of such acquisition and (ii) any net gain (but not loss) resulting     
from an Asset Sale by the Person in question or any of its Subsidiaries other   
than in the ordinary course of business shall be excluded, (d) extraordinary    
gains and losses (including any related tax effects on the Company) shall be    
excluded, (e) the net income of any Subsidiary to the extent of any             
restrictions or encumbrances on its ability to distribute such net income to    
such Person shall be excluded and (f) the amount of any Permitted Tax           
Distributions shall be excluded. Consolidated Net Income shall be calculated    
without deducting therefrom any accruals made for Phantom Compensation.         

"Consolidated Net Worth" with respect to any Person means the equity of the 
holders of Equity Interests of such Person and its Subsidiaries (excluding any  
Disqualified Equity Interests), as reflected in a balance sheet of such Person  
determined on a consolidated basis and in accordance with GAAP.                 

"Consolidated Total Assets" means, with respect to any Person at any date of
determination, the aggregate amount of assets of such Person and its            
Subsidiaries at such date (less applicable depreciation, amortization and       
other valuation reserves) as determined on a consolidated basis in accordance   
with GAAP and as set forth or reflected in the Person's most recent             
consolidated balance sheet.                                                     

"Default" means any event that is, or after notice or passage of time or    
both would be, an Event of Default.                                             

"Disqualified Equity Interests" means any Equity Interest which, by its     
terms (or by the terms of any security into which it is convertible or for      
which it is exchangeable at the option of the holder), or upon the happening    
of any event, matures or is mandatorily redeemable, pursuant to a sinking fund  
obligation or otherwise, or is redeemable at the option of the holder thereof,  
in whole or in part, on or prior to the maturity date of the Notes, for cash    
or securities constituting Indebtedness. Without limitation of the foregoing,   
Disqualified Equity Interests shall be deemed to include (i) any Preferred      
Equity Interests of a Subsidiary of the Company and (ii) any Preferred Equity   
Interests of the Company, with respect to either of which, under the terms of   
such Preferred Equity Interests, by agreement or otherwise, such Subsidiary or  
the Company is obligated to pay current dividends or distributions in cash      
during the period prior to the maturity date of the Notes, provided, however,   
that Preferred Equity Interests of the Company or any Subsidiary thereof that   
is issued with the benefit of provisions requiring a change of control offer    
to be made for such Preferred Equity Interests in the event of a change of      
control of the Company or such Subsidiary, which provisions have substantially  
the same effect as the provisions of the Indenture described under "Change of   
Control," shall not be deemed to be Disqualified Equity Interests solely by     
virtue of such provisions.                                                      

"EBITDA" means, with respect to any Person for any period, the sum, without 
duplication, of (i) Consolidated Net Income, (ii) Consolidated Interest         
Expense, (iii) provision for taxes based on income or profits                   

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of such Person for such period, (iv) depreciation, (v) amortization, (vi)       
Phantom Compensation, (vii) the amount of any Permitted Tax Distributions and   
(viii) any other non-cash charges to the extent deducted from Consolidated Net  
Income (including non-cash expenses recognized in accordance with Financial     
Accounting Standards Bulletin Number 106 but excluding any non-cash charge to   
the extent that it requires an accrual of or a reserve for cash disbursements   
for any future period), in each case to the extent deducted from Consolidated   
Net Income for the period as to which the computation of EBITDA is made, all    
as determined in accordance with GAAP.                                          

"Equity Interests" means, with respect to any Person, any and all shares or 
other equivalents (however designated) of capital stock, partnership interests  
or any other participation, right or other interest in the nature of an equity  
interest in such Person or any option, warrant or other security convertible    
into or exchangeable for any of the foregoing.                                  

"Exchange Act" means the Securities Exchange Act of 1934, as amended.       

"fair market value" or "fair value" means, with respect to any assets or    
property, the price which could be negotiated in an arm's-length free market    
transaction, for cash, between a willing seller and a fully informed, willing   
and able buyer, neither of whom is under undue pressure or compulsion to        
complete the transaction, all as determined by a majority of the Board of       
Directors acting in good faith, such determination to be evidenced by a board   
resolution delivered to the Trustee. No such determination need be supported    
by an appraisal or expert opinion.                                              

"GAAP" means generally accepted accounting principles consistently applied  
as in effect in the United States from time to time.                            

"incur" means, with respect to any Indebtedness or other obligation of any  
Person, to create, issue, incur (by conversion, exchange or otherwise),         
assume, guarantee or otherwise become, directly or indirectly, liable in        
respect of such Indebtedness or other obligation or the recording, as required  
pursuant to GAAP or otherwise, of any such Indebtedness or other obligation on  
the balance sheet of such person (and "incurrence," "incurred," "incurable,"    
and "incurring" shall have meanings correlative to the foregoing), provided,    
however, that a change in GAAP that results in an obligation of such Person     
that exists at such time becoming Indebtedness shall not be deemed an           
incurrence of such Indebtedness.                                                

"Indebtedness" means (without duplication), with respect to any Person, any 
indebtedness at any time outstanding, secured or unsecured, contingent or       
otherwise, which is for borrowed money (whether or not the recourse of the      
lender is to the whole of the assets of such Person or only to a portion        
thereof), or evidenced by bonds, notes, debentures or similar instruments or    
representing the balance deferred and unpaid of the purchase price of any       
property (excluding, without limitation, any balances that constitute accounts  
payable or trade payables, and other liabilities arising in the ordinary        
course of business) if and to the extent any of the foregoing indebtedness      
would appear as a liability upon a balance sheet of such Person prepared in     
accordance with GAAP, and shall also include, to the extent not otherwise       
included (i) any Capitalized Lease Obligations, (ii) obligations secured by a   
lien to which the property or assets owned or held by such Person is subject,   
whether or not the obligation or obligations secured thereby shall have been    
assumed, (iii) all Indebtedness of others of the type described in the other    
clauses of this definition (including all dividends of other Persons) the       
payment of which is guaranteed, directly or indirectly, by such Person or that  
is otherwise its legal liability or which such Person has agreed to purchase    
or repurchase or in respect of which such Person has agreed contingently to     
supply or advance funds (whether or not such items would appear upon the        
balance sheet of the guarantor), (iv) all obligations for the reimbursement of  
any obligor on any letter of credit, banker's acceptance or similar credit      
transaction, (v) in the case of the Company, Disqualified Equity Interests of   
the Company or any Subsidiary thereof, and (vi) obligations of any such Person  
under any Interest Rate Agreement applicable to any of the foregoing (if and    
to the extent such Interest Rate Agreement obligations would appear as a        
liability upon a balance sheet of such Person prepared in accordance with       
GAAP). The amount of Indebtedness of any Person at any date shall be the        
outstanding balance at such date of all unconditional obligations as described  
above and,                                                                      

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with respect to contingent obligations, the maximum liability upon the          
occurrence of the contingency giving rise to the obligation, provided,          
however, that (i) the amount outstanding at any time of any Indebtedness        
issued with original issue discount, including the Notes, is the principal      
amount of such Indebtedness less the remaining unamortized portion of the       
original issue discount of such Indebtedness at such time as determined in      
conformity with GAAP, (ii) Indebtedness shall not include any liability for     
federal, state, local or other taxes, and (iii) Indebtedness shall not include  
obligations for Phantom Compensation or Prior Accrued Bonus Payments.           
Notwithstanding any other provision of the foregoing definition, any trade      
payable arising from the purchase of goods or materials or for services         
obtained in the ordinary course of business shall not be deemed to be           
"Indebtedness" of the Issuers or any Subsidiaries for purposes of this          
definition. Furthermore, guarantees of (or obligations with respect to letters  
of credit supporting) Indebtedness otherwise included in the determination of   
such amount shall not also be included.                                         

"Independent Financial Advisor" means an accounting, appraisal, investment  
banking or consulting firm of nationally recognized standing that is, in the    
reasonable and good faith judgment of the Board of Directors of the Company,    
qualified to perform the task for which such firm has been engaged and          
disinterested and independent with respect to the Company and its Affiliates.   

"Interest Rate Agreement" means, for any Person, any interest rate swap     
agreement, interest rate cap agreement, interest rate collar agreement or       
other similar agreement designed to protect the party indicated therein         
against fluctuations in interest rates.                                         

"Investments" means, directly or indirectly, any advance, account receivable
(other than an account receivable arising in the ordinary course of business,   
including accounts receivable arising in the ordinary course of business and    
acquired as a part of the assets acquired by the Company in connection with an  
acquisition of assets which is otherwise permitted by the terms of the          
Indenture), loan or capital contribution to (by means of transfers of property  
to others, payments for property or services for the account or use of others   
or otherwise), the purchase of any stock, bonds, notes, debentures,             
partnership or joint venture interests or other securities of, the              
acquisition, by purchase or otherwise, of all or substantially all of the       
business or stock or other evidence of beneficial ownership of, any Person,     
the guarantee or assumption of the Indebtedness of any other Person (except     
for an assumption of Indebtedness for which the assuming Person receives        
consideration with a fair market value at least equal to the principal amount   
of the Indebtedness assumed), the designation of a Subsidiary as an             
Unrestricted Subsidiary or the making of any investment in any Person and all   
other items that would be classified as investments on a balance sheet of such  
Person prepared in accordance with GAAP. Investments shall exclude extensions   
of trade credit on commercially reasonable terms in accordance with normal      
trade practices.                                                                

"Issue Date" means March 12, 1996.                                          

"Lien" means with respect to any property or assets of any Person, any      
mortgage or deed of trust, pledge, hypothecation, assignment, deposit           
arrangement, security interest, lien, charge, easement, encumbrance,            
preference, priority, or other security agreement or preferential arrangement   
of any kind or nature whatsoever on or with respect to such property or assets  
(including without limitation, any Capitalized Lease Obligation, conditional    
sales, or other title retention agreement having substantially the same         
economic effect as any of the foregoing).                                       

"Managing General Partner" means Adams Outdoor Advertising, Inc., a         
Minnesota corporation.                                                          

"Net Income" means, with respect to any Person for any period, the net      
income (loss) of such Person determined in accordance with GAAP.                

"Net Investments" means the excess of (i) the aggregate of all Investments  
made by the Company or a Subsidiary thereof on or after the Issue Date (in the  
case of an Investment made other than in cash, the amount shall be the fair     
market value of such Investment as determined in good faith by the Board of     
Directors of the Company) over (ii) the sum of (A) the aggregate amount         
returned in cash on such Investments whether through                            

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interest payments, principal payments, dividends or other distributions and     
(B) the net cash proceeds received by the Company or such Subsidiary from the   
disposition of all or any portion of such Investments (other than to a          
Subsidiary of the Company), provided, however, that with respect to all         
Investments made in Unrestricted Subsidiaries the sum of clauses (A) and (B)    
above with respect to such Investments shall not exceed the aggregate amount    
of all Investments made in all Unrestricted Subsidiaries.                       

"Net Proceeds" means (a) in the case of any sale of Equity Interests by the 
Issuers, the aggregate net proceeds received by the Company, after payment of   
expenses, commissions and the like incurred in connection therewith, whether    
such proceeds are in cash or in property (valued at the fair market value       
thereof, as determined in good faith by the Board of Directors of the Company,  
at the time of receipt) and (b) in the case of any exchange, exercise,          
conversion or surrender of outstanding securities of any kind for or into       
Equity Interests of the Company which are not Disqualified Equity Interests,    
the net book value of such outstanding securities on the date of such           
exchange, exercise, conversion or surrender (plus any additional amount         
required to be paid by the holder to the Company upon such exchange, exercise,  
conversion or surrender, less any and all payments made to the holders, e.g.,   
on account of fractional shares and less all expenses incurred by the Company   
in connection therewith).                                                       

"New Credit Facility" means the credit facility by and among the Company,   
the Managing General Partner, as guarantor, Canadian Imperial Bank of Commerce  
as administrative agent and collateral agent and the lenders listed therein,    
as the same may be amended, modified, replaced, renewed, refunded or            
refinanced from time to time.                                                   

"Officers' Certificate" means, with respect to any Person, a certificate    
signed by the Chief Executive Officer, the President or any Vice President and  
the Chief Financial Officer or any Treasurer of such Person (or, in the case    
of a Person that is a partnership, of a general partner of such Person in such  
capacity) that shall comply with applicable provisions of the Indenture.        

"Permitted Holders" means Stephen Adams, his spouse and lineal descendants  
and trusts for the exclusive benefit of any of the foregoing persons.           

"Permitted Indebtedness" means:                                             

(i) Indebtedness (plus interest, premium, fees and other obligations    
associated therewith) of the Company or any Subsidiary thereof arising      
under or in connection with Permitted Secured Indebtedness;                 

(ii) Indebtedness under the Notes;                                      

(iii) Indebtedness not covered by any other clause of this definition   
which is outstanding on the date of the Indenture;                          

(iv) Interest Rate Agreements;                                          

(v) Additional Indebtedness of the Company, including Indebtedness      
incurred in connection with or arising out of Capitalized Lease             
Obligations, in an aggregate principal amount outstanding at any time not   
to exceed $1 million;                                                       

 (vii) Indebtedness of a Subsidiary issued to and held by the Company or a
Wholly-Owned Subsidiary or Indebtedness of the Company to a Wholly-Owned    
Subsidiary in respect of intercompany advances or transactions; and         

(vi) Refinancing Indebtedness.                                          

"Permitted Investments" means, for any Person, Investments made on or after 
the date of the Indenture consisting of:                                        

(i) Temporary Cash Investments;                                         

(ii) (A) Investments in the Company or a Wholly-Owned Subsidiary of the 
Company, (B) Investments in any Person, if (1) as a result of such          
Investment (y) such Person becomes a Wholly-Owned Subsidiary of             

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the Company or (z) such Person is merged, consolidated or amalgamated with  
or into, or transfers or conveys substantially all of its assets to, or is  
liquidated into, the Company or a Wholly-Owned Subsidiary thereof and (2)   
after giving effect to such Investment the Company is in compliance with    
the covenant described under "Line of Business" above and (C) Net           
Investments in any Person, provided, however, that the aggregate amount of  
all such Net Investments made pursuant to this clause (C) shall not exceed  
$3 million at any one time outstanding;                                     

(iii) Investments represented by accounts receivable created or acquired
in the ordinary course of business;                                         

(iv) Advances to employees in the ordinary course of business not to    
exceed an aggregate of $100,000 outstanding at any one time;                

(v) Investments under or pursuant to Interest Rate Agreements;          

(vi) Investments in the Notes; and                                      

(vii) Investments existing on the Issue Date.                           

"Permitted Liens" means, without duplication, (i) Liens existing on the date
of the Indenture, (ii) Liens in favor of the Company or any Subsidiary          
thereof, (iii) Liens on property of a Person existing at the time such Person   
is acquired by, merged into or consolidated with the Company or any Subsidiary  
thereof, provided, however, that such Liens (a) were not created in             
anticipation of such acquisition, merger or consolidation and (b) are not       
applicable to any other property of the Company or any of the other             
Subsidiaries of the Company, (iv) Liens for taxes, assessments or governmental  
charges or claims that are not yet delinquent or that are being contested in    
good faith by appropriate proceedings promptly instituted and diligently        
conducted, provided, however, that any reserve or other appropriate provision   
as shall be required in conformity with GAAP shall have been made therefor,     
(v) landlords', carriers', warehousemen's, mechanics', materialmen's,           
repairmen's or other like Liens arising in the ordinary course of business and  
with respect to amounts which are not yet delinquent or are being contested in  
good faith by appropriate proceedings, (vi) pledges or deposits made in the     
ordinary course of business in connection with (a) leases, performance bonds    
and similar obligations, (b) workers' compensation, unemployment insurance and  
other social security legislation, or (c) securing the performance of surety    
bonds and appeal bonds required (1) in the ordinary course of business or in    
connection with the enforcement of rights or claims of the Company or a         
Subsidiary thereof or (2) in connection with judgments that do not give rise    
to an Event of Default and which do not exceed $3 million in the aggregate,     
(vii) easements, rights-of-way, restrictions, minor defects or irregularities   
in title and other similar encumbrances which, in the aggregate, do not         
materially detract from the value of the property subject thereto or            
materially interfere with the ordinary conduct of the business of the Company   
or any Subsidiary thereof, (viii) Liens on property or assets of, or any        
Equity Interests of or secured debt of, any Person existing at the time such    
Person becomes a Subsidiary of the Company or at the time such Person is        
merged into the Company or any Subsidiary thereof, provided, however, that      
such Liens are not incurred in connection with, or in contemplation of, such    
Person becoming a Subsidiary of the Company or merging into the Company or any  
of its Subsidiaries, (ix) Liens in favor of the Company or any of its           
Subsidiaries, (x) Liens to secure Purchase Money Indebtedness that is           
otherwise permitted under the Indenture, provided, however, that (a) any such   
Lien is created solely for the purpose of securing Indebtedness representing,   
or incurred to finance, refinance or refund, the cost (including sales and      
excise taxes, installation and delivery charges and other direct costs of, and  
other direct expenses paid or charged in connection with, such purchase or      
construction) of such Property, (b) the principal amount of the Indebtedness    
secured by such Lien does not exceed 100% of such costs, and (c) such Lien      
does not extend to or cover any Property other than such item of Property and   
any improvements on such item, (xi) Liens securing Permitted Secured            
Indebtedness, (xii) Liens securing Capitalized Lease Obligations permitted to   
be incurred under clause (v) of the definition of "Permitted Indebtedness,"     
provided, however, that such Lien does not extend to any property other than    
that subject to the underlying lease, (xiii) Liens pursuant to leases and       
subleases of real property which do not interfere with the ordinary conduct of  
the business of the Company or any of its Subsidiaries and which are made on    
customary and usual terms applicable to similar properties, (xiv) Liens         
securing reimbursement obligations under letters of credit, but only in or      
upon the goods the purchase of which                                            

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were financed by such letters of credit and (xv) Liens securing Refinancing     
Indebtedness, provided, however, that such Liens extend only to the assets      
securing the Indebtedness being extended, refinancing, renewed or replaced,     
and such Indebtedness was previously secured by such assets and provided,       
further, the terms of such Liens are no less favorable to the holders of the    
Notes than the Liens being extended, refinanced, renewed or replaced.           

"Permitted Secured Indebtedness" means any Indebtedness (plus interest,     
premium, fees and other obligations associated therewith), and any              
refinancing, refunding, replacement, renewal or extension thereof, under (a)    
the New Credit Facility, and (b) agreements evidencing any other Indebtedness   
which is secured by assets of the Company, whether involving the same or any    
other lender or creditor or group of lenders or creditors as has provided the   
New Credit Facility, provided, however, that the aggregate amount of all such   
Indebtedness outstanding (or committed to be advanced under the agreements to   
which such Indebtedness relates) at any time shall not exceed $35 million.      

"Permitted Tax Distributions" means, for so long as the Company is a        
partnership or substantially similar pass-through entity for federal income     
tax purposes, distributions to the partners of the Company based on estimates   
of the amount of federal, state and local income taxes that the Company would   
be required to pay with respect to a fiscal year calculated as if, for the      
applicable fiscal year, the Company were treated as a "C corporation"           
incorporated under the laws of the State of Minnesota rather than as a          
partnership.                                                                    

"Person" means any individual, corporation, partnership, joint venture,     
association, joint-stock company, trust, unincorporated organization or         
government (including any agency or political subdivision thereof).             

"Phantom Compensation" means the compensation accrued after the Issue Date  
pursuant to Article II of the "phantom stock" agreements entered into, in       
writing, between the Company and certain of its employees or substitutions to   
or replacements of such article of such agreements, and any comparable          
subordinated incentive compensation agreement with its employees on the basis   
of the increase in value of the Company or a division or Subsidiary thereof.    

"Preferred Equity Interest" means any Equity Interest of a Person, however  
designated, which entitles the holder thereof to a preference with respect to   
dividends, distributions or liquidation proceeds of such Person over the        
holders of other Equity Interests issued by such Person.                        

"Prior Accrued Bonus Payments" means payments in respect of Phantom         
Compensation accrued prior to the Issue Date.                                   

"Property" of any Person means all types of real, personal, tangible,       
intangible or mixed property owned by such Person whether or not included in    
the most recent consolidated balance sheet of such Person and its Subsidiaries  
under GAAP.                                                                     

"Public Equity Offering" means, with respect to any Person, a public        
offering by such Person of some or all of its Common Equity Interests other     
than Disqualified Equity Interests (however designated and whether voting or    
non-voting) and any and all rights, warrants or options to acquire such Equity  
Interests.                                                                      

"Purchase Money Indebtedness" means any Indebtedness incurred in the        
ordinary course of business by a Person to finance the cost (including the      
cost of construction) of an item of property, the principal amount of which     
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)          
reasonable fees and expenses of such Person incurred in connection therewith.   

"Refinancing Indebtedness" means Indebtedness that refunds, refinances,     
renews, replaces or extends any Indebtedness of the Company outstanding on the  
Issue Date or other Indebtedness permitted to be incurred by the Issuers or     
the Subsidiaries pursuant to the terms of the Indenture, whether involving the  
same or any other lender or creditor or group of lenders or creditors, but      
only to the extent that (i) the Refinancing Indebtedness is subordinated to     
the Notes to at least the same extent as the Indebtedness being refunded,       
refinanced or extended,                                                         

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if at all, (ii) the Refinancing Indebtedness is scheduled to mature either (a)  
no earlier than the Indebtedness being refunded, refinanced or extended, or     
(b) after the maturity date of the Notes, (iii) has a weighted average life to  
maturity at the time such Refinancing Indebtedness is incurred that is equal    
to or greater than the weighted average life to maturity of the Indebtedness    
being refunded, refinanced or extended, (iv) such Refinancing Indebtedness is   
in an aggregate principal amount that is less than or equal to the aggregate    
principal or accreted amount (in the case of any Indebtedness issued with       
original issue discount, as such) then outstanding under the Indebtedness       
being refunded, refinanced or extended and (v) such Refinancing Indebtedness    
is incurred by the same Person that initially incurred the Indebtedness being   
refunded, refinanced or extended, except that the Company may incur             
Refinancing Indebtedness to refund, refinance or extend Indebtedness of any     
Wholly-Owned Subsidiary of the Company.                                         

"Restricted Payment" means any of the following: (i) the declaration or     
payment of any dividend or any other distribution or payment on Equity          
Interests of the Company or any Subsidiary thereof or any payment made to the   
direct or indirect holders (in their capacities as such) of Equity Interests    
of the Company or any Subsidiary thereof (other than (a) dividends or           
distributions payable solely in Equity Interests (other than Disqualified       
Equity Interests) or in options, warrants or other rights to purchase Equity    
Interests (other than Disqualified Equity Interests), (b) in the case of        
Subsidiaries of the Company, dividends or distributions payable to the Company  
or to a Wholly-Owned Subsidiary of the Company and (c) Permitted Tax            
Distributions), (ii) the purchase, redemption or other acquisition or           
retirement for value of any Equity Interests of the Company or any Subsidiary   
thereof (other than Equity Interests owned by the Company or a Wholly-Owned     
Subsidiary, excluding Disqualified Equity Interests), (iii) the making of any   
principal payment on, or the purchase, defeasance, repurchase, redemption or    
other acquisition or retirement for value, prior to any scheduled maturity,     
scheduled repayment or scheduled sinking fund payment, of any Indebtedness      
which is subordinated in right of payment to the Notes, (iv) the making of any  
Investment or guarantee of any Investment in any Person other than a Permitted  
Investment, (v) forgiveness of any Indebtedness of an Affiliate of the Company  
to the Company or a Subsidiary thereof, (vi) cash payments in respect of        
Phantom Compensation and (vii) the payment of amounts to Stephen Adams (other   
than dividends or distributions otherwise permitted by the terms of the         
Indenture) to the extent the aggregate amount of such payments made in any one  
year exceeds the sum of (i) $200,000 and (ii) the cumulative effect of          
reasonable annual cost-of-living adjustments made from the Issue Date to the    
date of such payment. For purposes of determining the amount expended for       
Restricted Payments, cash distributed or invested shall be valued at the face   
amount thereof and property other than cash shall be valued at its fair market  
value.                                                                          

"Sale and Lease-Back Transaction" means any arrangement with any Person     
providing for the leasing by the Company or any Subsidiary of the Company of    
any real or tangible personal property, which property (i) has been or is to    
be sold or transferred by the Company or such Subsidiary to such Person in      
contemplation of such leasing and (ii) would constitute an Asset Sale if such   
property had been sold in an outright sale thereof.                             

"Subsidiary" of any specified Person means any corporation, partnership,    
joint venture, association or other business entity, whether now existing or    
hereafter organized or acquired, (i) in the case of a corporation, of which     
more than 50% of the total voting power of the Equity Interests entitled        
(without regard to the occurrence of any contingency) to vote in the election   
of directors, officers or trustees thereof is held by such first-named Person   
or any of its Subsidiaries; or (ii) in the case of a partnership, joint         
venture, association or other business entity, with respect to which such       
first-named Person or any of its Subsidiaries has the power to direct or cause  
the direction of the management and policies of such entity by contract or      
otherwise or if in accordance with generally accepted accounting principles     
such entity is consolidated with the first-named Person for financial           
statement purposes. Notwithstanding the foregoing, an Unrestricted Subsidiary   
shall not be deemed a Subsidiary of the Company other than for purposes of the  
definition of Unrestricted Subsidiary, unless the Company shall have            
designated such Unrestricted Subsidiary as a "Subsidiary" by written notice to  
the Trustee. An Unrestricted Subsidiary may be designated as a Subsidiary at    
any time by the Company by written notice to the Trustee, provided, however,    
that (i) no Default or Event of Default shall have occurred and be continuing   
or would arise therefrom and (ii) if such Unrestricted Subsidiary is an         
obligor of any Indebtedness, any such designation shall be deemed to be an      
incurrence as of the date of such designation by the Company of such            
Indebtedness and                                                                

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immediately after giving effect to such designation, the Company could incur    
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant   
to the covenant described under "Limitation on Additional Indebtedness."        

"Temporary Cash Investments" means (i) Investments in marketable, direct    
obligations issued or guaranteed by the United States of America, or of any     
governmental agency or political subdivision thereof, maturing within 365 days  
of the date of purchase; (ii) Investments in certificates of deposit issued by  
a bank organized under the laws of the United States of America or any state    
thereof or the District of Columbia, in each case having capital, surplus and   
undivided profits totaling more than $500 million and rated at least A by       
Standard & Poor's Corporation and A-2 by Moody's Investors Service, Inc.,       
maturing within 365 days of purchase; or (iii) Investments not exceeding 365    
days in duration in money market funds that invest substantially all of such    
funds' assets in the Investments described in the preceding clauses (i) and     
(ii).                                                                           

"Unrestricted Subsidiary" means, any Subsidiary of the Company which shall  
have been designated as an Unrestricted Subsidiary by the Company by written    
notice to the Trustee and any Subsidiary of an Unrestricted Subsidiary. A       
Subsidiary may be designated as an Unrestricted Subsidiary at any time by the   
Company by written notice to the Trustee, provided, however, that (i) no        
Default or Event of Default shall have occurred and be continuing or would      
arise therefrom, (ii) such designation is at that time permitted under the      
covenant described under "Limitation on Restricted Payments" and (iii)          
immediately after giving effect to such designation, the Company could incur    
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant   
to the covenant described under "Limitation on Additional Indebtedness." An     
Unrestricted Subsidiary may be designated as a Subsidiary at a later date in    
the manner provided in the definition of "Subsidiary" above.                    

"Wholly-Owned Subsidiary" means any Subsidiary, all of the outstanding      
voting securities (other than directors' qualifying shares) of which are        
owned, directly or indirectly, by the Company.                                  

BOOK-ENTRY; DELIVERY AND FORM                                                   

The Old Notes were initially issued in the form of a Global Note (the       
"Original Global Note"). Except for New Notes issued to Non-Global Purchasers   
(as defined below), the New Notes will initially be issued in the form of one   
or more Global Notes (collectively, the "New Global Notes"). The Original       
Global Note was deposited on the date of closing of the sale of the Original    
Notes, and the New Global Notes will be deposited on the date of closing of     
the Exchange offer, with or on behalf of the Depositary and registered in the   
name of CEDE & Co., as nominee of the Depositary (such nominee being referred   
to herein as the "DTC Nominee").                                                

Notes that are (i) originally issued to or transferred to "institutional    
accredited investors" that are not "qualified institutional buyers," as         
defined in Rule 144A under the Securities Act (the "Non-Global Purchasers") or  
(ii) issued as described below under "--Certificated Securities" will be        
issued in registered form, without interest coupons (the "Certificated          
Securities"). Upon the transfer to a qualified institutional buyer of           
Certificated Securities initially issued to a Non-Global Purchaser, such        
Certificated Securities will, unless the Global Notes have previously been      
exchanged for Certificated Securities, be exchanged for an interest in the      
Global Notes representing the principal amount of Notes being transferred.      
"Global Notes" means the Original Global Notes or the New Global Notes as the   
case may be.                                                                    

DTC is (i) a limited purpose trust company organized under the banking laws 
of the State of New York (and is a "banking organization" within the meaning    
of such laws), (ii) a member of the Federal Reserve System, (iii) a "clearing   
corporation" within the meaning of the New York Uniform Commercial Code, as     
amended, and (iv) a "Clearing Agency" registered pursuant to Section 17A of     
the Exchange Act. DTC was created to hold securities for its participating      
organizations (the "participants") and to facilitate the clearance and          
settlement of securities transactions between participants through electronic   
book-entry changes to the accounts of its participants. DTC's participants      
include securities brokers and dealers, commercial banks, trust companies,      
clearing corporations and certain other organizations. DTC is owned by a        
number of its direct participants and by each of the New York Stock Exchange,   
Inc., the American Stock Exchange, Inc. and the                                 

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National Association of Securities Dealers, Inc. Access to DTC's systems is     
also available to other entities such as banks, brokers, dealers and trust      
companies that clear through or maintain a custodial relationship with a        
participant, either directly or indirectly. Persons who are not participants    
may beneficially own securities held by or on behalf of the DTC only thorough   
the DTC's direct or indirect participants.                                      

Pursuant to procedures established by the Depositary (i) upon deposit of the
Global Notes, the Depositary will credit the accounts of participants in        
connection with the Notes with portions of the principal amount of the Global   
Notes and (ii) ownership of the Notes will be shown on, and the transfer of     
ownership thereof will be effected only through, records maintained by the      
Depositary (with respect to the interests of the Depositary's participants),    
the Depositary's participants and the Depository's indirect participants.       

So long as DTC's Nominee is the registered owner of the Global Notes, DTC or
DTC's Nominee, as the case may be, is considered the sole owner and holder      
under the Indenture of the underlying Notes. Unless DTC notifies the Issuers    
that it is unwilling or unable to continue serving as depositary for such       
Notes, DTC ceases to be a clearing agency registered under the Exchange Act,    
the Issuers determine to permit the Global Notes to be exchanged for            
certificated Notes or an Event of Default has occurred and is continuing with   
respect to the Notes, owners of beneficial interests in the Global Notes will   
not be entitled to have the Notes evidenced by the Global Note registered in    
their names, will not receive or be entitled to receive physical delivery of    
certificated Notes in definitive and fully registered form, and will not be     
considered to be the owners or holders of any Notes under the Indenture or      
such Notes for any purposes. Neither the Issuers nor the Trustee have any       
responsibility or liability for any aspect of the records of DTC or for         
maintaining, supervising or reviewing any records of DTC relating to the        
Notes.                                                                          

Payments in respect of the principal of, premium, if any, and interest on   
the Global Notes are payable by the Trustee to DTC or DTC's nominee, as the     
case may be, as the registered holder under the Indenture. Under the terms of   
the Indenture, the Issuers and the Trustee may treat the Persons in whose       
names Notes are registered as the owners thereof for the purpose of receiving   
such payments. Consequently, neither the Issuers nor the Trustee has any        
responsibility or liability of the payment of such amounts to beneficial        
owners of Notes (including principal, premium, if any, Liquidated Damages, if   
any, and interest). The Issuers believe, however, that it is currently the      
policy of DTC to immediately credit the accounts of the relevant participants   
with such payments, in amounts proportionate to their respective holdings of    
beneficial interests in the relevant security as shown on the records of DTC.   
Payments by DTC's direct and indirect participants to the beneficial owners of  
Notes are governed by standing instructions and customary practice and are the  
responsibility of DTC's direct and indirect participants.                       

CERTIFICATED SECURITIES                                                         

Subject to certain conditions, any Person having a beneficial interest in   
the Global Notes may, upon request to the Trustee, exchange such beneficial     
interest for Notes in the form of Certificated Securities. Upon any such        
issuance, the Trustee is required to register such Certificated Securities in   
the name of, and cause the same to be delivered to, such Person or Persons (or  
the nominee of any thereof). All such certificated Original Notes would be      
subject to the legend requirements described herein under "Notice to            
Investors." In addition, if (i) the Issuers notify the Trustee in writing that  
DTC is no longer willing or able to act as a depositary and the Issuer is       
unable to locate a qualified successor with 90 days or (ii) the Issuers, at     
their option, notify the Trustee in writing that they elect to cause the        
issuance of Notes in the form of Certificated Securities under the Indenture,   
then, upon surrender by DTC's Nominee of its Global Notes, Notes in such form   
will be issued to each Person that DTC's Nominee and DTC identify as being the  
beneficial owner of the related Notes.                                          

Neither the Issuers nor the Trustee are liable for any delay by DTC or DTC's
Nominee, as the case may be, in identifying the beneficial owners of Notes and  
the Issuers and the Trustee may conclusively rely on, and will be protected in  
relying on, instructions from DTC or DTC's Nominee for all purposes.            

Neither DTC nor DTC's Nominee will consent or vote in any manner with       
respect to the Notes. Pursuant to its customary procedures, in the case of any  
matter as to which the consent or vote of holders of the Notes is               

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sought, DTC will mail an Omnibus Proxy to the Issuers as soon as practicable    
after the record date for the determination of holders eligible to consent or   
vote on the matter to be acted upon. The Omnibus Proxy serves to assign DTC's   
Nominee's right to consent or vote to the direct participants whose accounts    
it maintains as of the record date.                                             

Notices of redemption and repurchase with respect to Notes held by direct   
participants in the DTC system will be forwarded to DTC's Nominee. In the case  
of a partial redemption, DTC's practice is to determine, by lot, the amount of  
the beneficial interest in the Notes to be redeemed of each of its direct       
participants.                                                                   

Beneficial owners who elect to participate in a tender offer or purchase of 
their securities, must provide notice of such election, through its direct or   
indirect participant in DTC's system, to the appropriate depositary, tender or  
purchase agent, and effect delivery of their Notes by causing the direct        
participant in DTC's system to transfer the indirect participants interest in   
the Notes, as reflected in DTC's records, to such depositary, tender or         
purchase agent. The requirement for physical delivery of certificates           
evidencing the Notes in connection with aforementioned transactions will be     
deemed satisfied when the beneficial ownership rights in the Global Notes are   
transferred by direct participants on DTC's records.                            

The conveyance of all notices and other communications by DTC to its direct 
participants, among DTC's direct and indirect participants and by DTC's direct  
and indirect participants to owners of beneficial interests in the Notes is     
governed by customary arrangements among them, subject to statutory or          
regulatory requirements in effect with respect thereto from time to time.       

Although DTC has agreed to the foregoing procedures to facilitate transfers 
of interest in the Global Notes among participants of DTC, it is under no       
obligation to perform or continue to perform such procedures, and such          
procedures may be discontinued at any time. Neither the Issuers nor the         
Trustee have any responsibility for the performance by DTC or its participants  
of their respective obligations under the rules and procedures governing their  
operations.                                                                     

PLAN OF DISTRIBUTION  

Each broker-dealer that receives New Notes for its own account pursuant to  
the Exchange Offer must acknowledge that it will deliver a prospectus in        
connection with any resale of such New Notes. This Prospectus, as it may be     
amended or supplemented from time to time, may be used by a broker-dealer in    
connection with resales of New Notes received in exchange for Original Notes    
where such Original Notes were acquired as a result of market-making            
activities or other trading activities. The Issuers have agreed that, for a     
period of 165 days after the effective date of this Prospectus, it will make    
this Prospectus, as amended or supplemented, available to any broker-dealer     
for use in connection with any such resale.                                     

The Issuers will not receive any proceeds from any sale of New Notes by     
broker-dealers. New Notes received by broker-dealers for their own accounts     
pursuant to the Exchange Offer may be sold from time to time in one or more     
transactions in the over-the-counter market, in negotiated transactions,        
through the writing of options on the New Notes or a combination of such        
methods of resale, at market prices at the time of resale, at prices related    
to such prevailing market prices or negotiated prices. Any such resale may be   
made directly to purchasers or to or through brokers or dealers who may         
receive compensation in the form of commissions or concessions from any such    
broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer    
that resells New Notes that were received by it for its own account pursuant    
to the Exchange Offer and any broker or dealer that participates in a           
distribution of such New Notes may be deemed to be an "underwriter" within the  
meaning of the Securities Act and any profit on any such resale of New Notes    
and any commissions or concessions received by any such persons may be deemed   
to be underwriting compensation under the Securities Act. The Letter of         
Transmittal states that, by acknowledging that it will deliver and by           
delivering a prospectus, a broker-dealer will not be deemed to admit that it    
is an "underwriter" within the meaning of the Securities Act.                   

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For a period of 165 days after the effective date of this Prospectus, the   
Issuers will promptly send additional copies of this Prospectus and any         
amendment or supplement to this Prospectus to any broker-dealer that request    
such documents in the Letter of Transmittal. The Issuers have agreed, in        
connection with the Exchange Offer, to indemnify the Initial Purchaser against  
certain liabilities, including liabilities under the Securities Act.            

By acceptance of the Exchange Offer, each broker-dealer that receives New   
Notes pursuant to the Exchange Offer hereby agrees to notify the Issuers prior  
to using the Prospectus in connection with the sale or transfer of New Notes,   
and acknowledges and agrees that, upon receipt of notice from the Issuers of    
the happening of any event which makes any statement in the Prospectus untrue   
in any material respect or which requires the making of any changes in the      
Prospectus in order to make the statements therein not misleading (which        
notice the Issuers agree to deliver promptly to such broker-dealer), such       
broker-dealer will suspend use of the Prospectus until the Issuers have         
amended or supplemented the Prospectus to correct such misstatement or          
omission and has furnished copies of the amended or supplemented prospectus to  
such broker-dealer.                                                             

LEGAL MATTERS 

The validity of the New Notes will be passed upon for the Issuers by Kaplan,
Strangis and Kaplan, P.A., Minneapolis, Minnesota. Andris A. Baltins, a member  
of the law firm of Kaplan, Strangis and Kaplan, P.A., is a director of AOAI,    
the managing general partner of the Company.                                    

EXPERTS 

The financial statements of Adams Outdoor Advertising Limited Partnership as
of December 31, 1994 and 1995, and for each of the years in the three-year      
period ended December 31, 1995, and the balance sheets of Adams Outdoor         
Advertising, Inc. as of December 31, 1994 and 1995, have been included herein   
and in the Registration Statement in reliance upon the reports of KPMG Peat     
Marwick LLP, independent certified public accountants, appearing elsewhere      
herein and upon authority of said firm as experts in accounting and auditing.   
The report of KPMG Peat Marwick LLP covering the December 31, 1993, 1994 and    
1995 financial statements of Adams Outdoor Advertising Limited Partnership      
contains an explanatory paragraph that states that the Company has a net        
capital deficiency and its cash flow from operations has not been sufficient    
to fund its long-term debt obligations, which raise substantial doubt about     
the entity's ability to continue as a going concern. The financial statements   
do not include any adjustments that might result from the outcome of that       
uncertainty.                                                                    

AVAILABLE INFORMATION 

The Issuers have filed with the Securities and Exchange Commission (the     
"Commission") a Registration Statement on Form S-4 under the Securities Act     
with respect to the New Notes offered hereby (the "Registration Statement").    
This Prospectus, which constitutes a part of the Registration Statement, does   
not contain all the information set forth in the Registration Statement,        
certain portions of which are omitted from the Prospectus as permitted by the   
rules and regulations of the Commission. For further information with respect   
to the Issuers and the New Notes offered hereby, reference is made to the       
Registration Statement, including the exhibits thereto, and financial           
statements and notes filed as a part thereof. Statements made in the            
Prospectus concerning the contents of any document referred to herein are not   
necessarily complete. With respect to each such document filed with the         
Commission as an exhibit to the Registration Statement, reference is made to    
the exhibit for a more complete description of the matter involved, and each    
such statement shall be deemed qualified in its entirety by such reference.     

The Registration Statement, including the exhibits and schedules thereto,   
may be inspected and copied at the Public Reference Section of the Commission   
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549     
and at the regional offices of the commission located at Seven World Trade      
Center, New York, NY 10048 and Northwestern Atrium Center, 500 West Madison     
Street, Suite 1400, Chicago, IL 60661. Copies of such materials may be          
obtained from the Public Reference Section of the Commission, Room 1024,        

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Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549, and from its     
public reference facilities in New York, NY and Chicago, IL, at the prescribed  
rates.                                                                          

As a result of the Exchange Offer, the Issuers will be subject to the       
periodic reporting and other informational requirements of the Securities       
Exchange Act of 1934, as amended (the "Exchange Act"). Also, under the          
Indenture dated as of March 12, 1996 (the "Indenture"), between the Issuers     
and United States Trust Company of New York, as Trustee (the "Trustee"), under  
which the Old Notes were issued and the New Notes will be issued, the Issuers   
are required to file with the Commission the periodic reports which would be    
required if it were subject to such requirements. In addition, the Indenture    
requires the Issuers to file copies of such reports with the Trustee and to     
mail copies of such reports to the registered holders of the Old Notes and New  
Notes.                                                                          

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INDEX TO FINANCIAL STATEMENTS 

AUDITED FINANCIAL STATEMENTS:                                                   

ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP                                   

                                                                [Download Table]
                                                                               
Independent Auditors' Report..............................................  F-2
Balance Sheets as of December 31, 1994 and 1995...........................  F-3
Statements of Operations for the years ended December 31, 1993, 1994, and      
 1995.....................................................................  F-4
Statements of Changes in Partners' Equity (Deficit) for the years ended        
 December 31, 1993, 1994, and 1995........................................  F-5
Statements of Cash Flows for the years ended December 31, 1993, 1994, and      
 1995.....................................................................  F-6
Notes to Financial Statements.............................................  F-7

ADAMS OUTDOOR ADVERTISING, INC.                                                

Independent Auditors' Report.............................................. F-15
Balance Sheets as of December 31, 1994 and 1995........................... F-16
Statements of Operations for the years ended December 31, 1993, 1994, and      
 1995..................................................................... F-17
Statements of Stockholder's Equity for the years ended December 31, 1993,      
 1994, and 1995........................................................... F-18
Statements of Cash Flows for the years ended December 31, 1993, 1994, and      
 1995..................................................................... F-19
Notes to Financial Statements............................................. F-20

UNAUDITED INTERIM FINANCIAL STATEMENTS:                                        

ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP                                  

Balance Sheet as of March 31, 1996 (unaudited)............................ F-22
Statements of Operations for the quarters ended March 31, 1995 and 1996        
 (unaudited).............................................................. F-23
Statements of Cash Flows for the quarters ended March 31, 1995 and 1996        
 (unaudited).............................................................. F-24
Notes to Interim Financial Statements (unaudited)......................... F-25

ADAMS OUTDOOR ADVERTISING, INC.                                                

Balance Sheet as of March 31, 1996 (unaudited)............................ F-26
Statements of Operations for the quarters ended March 31, 1995 and 1996        
 (unaudited).............................................................. F-27
Statements of Cash Flows for the quarters ended March 31, 1995 and 1996        
 (unaudited).............................................................. F-28
Notes to Interim Financial Statements (unaudited)......................... F-29

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INDEPENDENT AUDITORS' REPORT  

The Partners                                                                    
Adams Outdoor Advertising                                                       
Limited Partnership:                                                          

We have audited the accompanying balance sheets of Adams Outdoor Advertising
Limited Partnership (the Partnership) as of December 31, 1994 and 1995, and     
the related statements of operations, changes in partners' equity (deficit),    
and cash flows for each of the years in the three-year period ended December    
31, 1995. These financial statements are the responsibility of the management   
of the Partnership. Our responsibility is to express an opinion on these        
financial statements based on our audits.                                       

We conducted our audit in accordance with generally accepted auditing       
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly,  
in all material respects, the financial position of the Partnership as of       
December 31, 1994 and 1995, and the results of its operations and its cash      
flows for each of the years in the three-year period ended December 31, 1995    
in conformity with generally accepted accounting principles.                    

The accompanying financial statements have been prepared assuming that the  
Partnership will continue as a going concern. As discussed in note 12 to the    
financial statements, the Partnership has a net capital deficiency and its      
cash flow from its operations has not been sufficient to fund its long-term     
debt obligations, which raise substantial doubt about the ability of the        
Partnership to continue as a going concern. Management's plans concerning       
these matters are also described in note 12. The financial statements do not    
include any adjustments that might result from the outcome of this              
uncertainty.                                                                    

                         KPMG Peat Marwick LLP

Atlanta, Georgia                                                                
February 23, 1996, except for the                                               
last paragraph of note 7 and note 12                                            
which are as of February 28, 1996                                               

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ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

BALANCE SHEETS
DECEMBER 31, 1994 AND 1995

                                                                [Download Table]

                   ASSETS (NOTE 7)                        1994         1995     
                   ---------------                    ------------  ----------- 
                                                                                
Current assets:                                                                 
  Cash and cash equivalents.......................... $  1,722,167    2,130,911 
  Accounts receivable, less allowance for doubtful                              
   accounts of $436,497 and $546,123, respectively...    4,715,807    5,324,495 
  Accounts receivable from related parties (note 2)..      109,329      171,828 
  Receivables from employees.........................       91,538      160,100 
  Inventories........................................      155,246      207,799 
  Prepaid rent.......................................    1,392,092    1,534,665 
  Other prepaid expenses (note 3)....................    1,245,091    1,284,298 
                                                      ------------  ----------- 
    Total current assets.............................    9,431,270   10,814,096 
Property, plant, and equipment, net (note 4).........   34,707,433   31,371,378 
Intangible assets, net (note 5)......................    6,452,673    5,950,055 
Other assets.........................................       58,750       75,750 
                                                      ------------  ----------- 
                                                      $ 50,650,126   48,211,279 
                                                      ============  =========== 

     LIABILITIES AND PARTNERS' EQUITY (DEFICIT)                                 
     ------------------------------------------                                 
                                                                                
Current liabilities:                                                            
  Accounts payable................................... $    291,588      225,791 
  Interest payable...................................    1,067,954      680,034 
  Interest payable to related parties................          --       340,653 
  Accrued expenses and other (note 6)................    1,613,163    1,498,990 
  Current installments of long-term debt (note 7)....    1,812,500    2,125,000 
                                                      ------------  ----------- 
    Total current liabilities........................    4,785,205    4,870,468 
  Long-term debt, less current installments (notes 2                            
   and 7)............................................  108,550,847   90,598,167 
  Long-term debt to related parties..................    2,897,921   14,719,405 
  Other liabilities (note 10)........................    2,807,505    4,852,605 
                                                      ------------  ----------- 
    Total liabilities................................  119,041,478  115,040,645 
                                                      ------------  ----------- 
Partners' equity (deficit)--(note 1):                                           
  General partners' deficit..........................  (69,391,352) (67,829,366)
  Limited partners' equity...........................    1,000,000    1,000,000 
                                                      ------------  ----------- 
    Total partners' deficit..........................  (68,391,352) (66,829,366)
Commitments and contingencies (notes 8, 10 and 11)                              
                                                      ------------  ----------- 
                                                      $ 50,650,126   48,211,279 
                                                      ============  =========== 

See accompanying notes to financial statements. 

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ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 

                                                                [Download Table]

                                              1993         1994        1995    
                                           -----------  ----------  ---------- 
                                                                               
Gross revenues............................ $36,972,114  41,747,602  47,588,790 
  Less agency commissions.................  (3,510,411) (4,096,908) (4,698,330)
                                           -----------  ----------  ---------- 
    Net outdoor advertising revenue.......  33,461,703  37,650,694  42,890,460 
                                           -----------  ----------  ---------- 
Operating expenses:                                                            
  Direct advertising expenses.............  17,539,222  19,560,429  20,848,384 
  Corporate general and administrative....     998,286   1,183,291   1,113,593 
  Depreciation and amortization...........   5,892,133   5,684,400   5,567,736 
  Deferred compensation (note 10).........     636,134   1,530,000   2,427,160 
                                           -----------  ----------  ---------- 
    Total operating expenses..............  25,065,775  27,958,120  29,956,873 
                                           -----------  ----------  ---------- 
    Operating income......................   8,395,928   9,692,574  12,933,587 
                                           -----------  ----------  ---------- 
Other expenses (income):                                                       
  Interest expense........................   8,867,027   9,607,755   9,865,283 
  Interest expense to related parties.....     243,811     268,643   1,397,612 
  Other expenses (income), net............    (164,158)     38,279      16,095 
  (Gain) loss on disposals of property and                                     
   equipment, net.........................     388,525     387,795      92,611 
                                           -----------  ----------  ---------- 
    Total other expenses..................   9,335,205  10,302,472  11,371,601 
                                           -----------  ----------  ---------- 
    Net (loss) income..................... $  (939,277)   (609,898)  1,561,986 
                                           ===========  ==========  ========== 

See accompanying notes to financial statements. 

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ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIT) 
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 

                                                                [Download Table]

                                              GENERAL      LIMITED              
                                              PARTNERS    PARTNERS     TOTAL    
                                            ------------  --------- ----------- 
                                                                                
Balances at December 31, 1992.............. $(67,842,177) 1,000,000 (66,842,177)
Net loss...................................     (939,277)       --     (939,277)
                                            ------------  --------- ----------- 
Balances at December 31, 1993..............  (68,781,454) 1,000,000 (67,781,454)
Net loss...................................     (609,898)       --     (609,898)
                                            ------------  --------- ----------- 
Balances at December 31, 1994..............  (69,391,352) 1,000,000 (68,391,352)
Net income.................................    1,561,986        --    1,561,986 
                                            ------------  --------- ----------- 
Balances at December 31, 1995.............. $(67,829,366) 1,000,000 (66,829,366)
                                            ============  ========= =========== 

See accompanying notes to financial statements. 

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ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 

                                                                [Download Table]

                                            1993         1994         1995     
                                         -----------  -----------  ----------- 
                                                                               
Cash flows from operating activities:                                          
 Net income (loss)...................... $  (939,277)    (609,898)   1,561,986 
 Adjustments to reconcile net loss to                                          
  net cash provided by (used in)                                               
  operating activities:                                                        
  Depreciation..........................   5,499,837    5,555,607    5,333,841 
  Amortization of intangible assets.....     572,607      619,931      701,256 
  Deferred compensation.................     636,134    1,530,000    2,427,160 
  Payments for deferred compensation....    (250,000)    (267,065)    (250,000)
  Loss on disposals of property and                                            
   equipment, net.......................     388,525      387,795       92,611 
  Write-off of note payable.............    (200,000)         --           --  
  Barter (income) loss..................      (9,959)    (214,797)     114,154 
  Changes in assets and liabilities:                                           
   Increase in account receivable, net..  (1,311,431)    (493,358)    (964,952)
   Decrease (increase) in inventories...       4,094       33,570      (52,553)
   Increase in prepaid rent and other                                          
    prepaid expenses....................    (766,957)    (312,161)    (181,780)
   (Increase) decrease in other assets..        (783)      12,905      (17,000)
   Increase (decrease) in accounts                                             
    payable and accrued expenses........     572,983      (49,644)    (179,970)
   Increase in interest payable.........     787,895      824,081      698,090 
   Increase (decrease) in other                                                
    liabilities--long-term..............          35       74,961     (132,060)
                                         -----------  -----------  ----------- 
    Net cash provided by operating                                             
     activities.........................   4,983,703    7,091,927    9,150,783 
                                         -----------  -----------  ----------- 
Cash flows from investing activities:                                          
 Additions to property, plant, and                                             
  equipment.............................  (1,656,792)  (1,895,268)  (2,042,132)
 Proceeds from sales of property, plant,                                       
  and equipment.........................       2,760      104,694       62,784 
                                         -----------  -----------  ----------- 
    Net cash used in investing                                                 
     activities.........................  (1,654,032)  (1,790,574)  (1,979,348)
                                         -----------  -----------  ----------- 
Cash flows from financing activities:                                          
 Debt financing costs...................    (103,784)     (29,609)    (198,638)
 Advances from long-term debt...........   6,889,766    6,887,630    8,150,394 
 Payments on long-term debt.............  (9,555,479) (12,427,288) (14,714,447)
                                         -----------  -----------  ----------- 
    Net cash used in financing                                                 
     activities.........................  (2,769,497)  (5,569,267)  (6,762,691)
                                         -----------  -----------  ----------- 
    Net increase (decrease) in cash and                                        
     cash equivalents...................     560,174     (267,914)     408,744 
Cash and cash equivalents at beginning                                         
 of year................................   1,429,907    1,990,081    1,722,167 
                                         -----------  -----------  ----------- 
Cash and cash equivalents at end of                                            
 year................................... $ 1,990,081    1,722,167    2,130,911 
                                         ===========  ===========  =========== 

See accompanying notes to financial statements. 

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NOTES TO FINANCIAL STATEMENTS 

DECEMBER 31, 1994 AND 1995  

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

(a) The Partnership                                                           

The Partnership was organized under the Minnesota Uniform Limited           
Partnership Act on December 12, 1985 and will terminate on December 31, 2025    
unless terminated sooner under the provisions of the Partnership Agreement.     
The Partnership was organized for the purpose of acquiring and operating        
businesses engaged in the outdoor advertising industry. The managing general    
partner is Adams Outdoor Advertising, Inc.                                      

The Partnership Agreement was amended on December 31, 1991 and November 23, 
1992 in connection with the agreements entered into between the Partnership     
and certain of its lenders (note 7). Under the terms of the amendments, at      
December 31, 1993 and 1994, the general partners interests were 71%, the        
Class A limited partners interests were 7% and the Class B limited partners     
interests were 22%.                                                             

The Class B limited partners interests were created in connection with the  
original lending agreements and amendments through November 23, 1992. The       
Class B limited partners had provided loans totaling $17,381,619 at December    
31, 1994. In April 1995, the Class A limited partners interests and the Class   
B limited partners interests were purchased by an affiliate of the General      
Partner. The purchase consideration of $17,452,677 represented the aggregate    
outstanding principal balance on the 9% subordinated notes and convertible      
notes payable to the Class B Limited Partners and all accrued interest          
thereon, plus a $500,000 payment for the Class A and Class B limited partners   
interests. The affiliate of the General Partner currently holds the notes and   
Partnership interests. The Partnership continues to make payments on these      
notes with the same terms as were made to the previous noteholders.             

The Partnership Agreement was amended on March 31, 1995 to convert and      
transfer 99% of the general partners interest to Class A limited partners       
interests. At December 31, 1995 the general partners interests were 0.71%, the  
Class A limited partners interests were 77.29% and the Class B limited          
partners interests were 22%. The Partnership Agreement was amended and          
restated on January 1, 1996 to among other matters, eliminate classes of        
limited partner interests resulting in general partners interests of 0.71% and  
limited partners interests of 99.29%.                                           

The Partnership Agreement provides that losses will be allocated 100% to the
general partners. Profits will be allocated to the general and limited          
partners in the same proportion, based on their aggregate interest in the       
Partnership, as they have received distributions of distributable cash          
(defined as annual cash gross receipts, less cash expenses and any amount set   
aside for reserves) for such fiscal year. In the event there are profits in a   
fiscal year in which no distribution of distributable cash has been made,       
profits will be allocated 100% to the general partners.                         

In the event of a sale, refinancing, or dissolution of the Partnership, the 
proceeds available for distribution, after payment of all expenses and          
previously outstanding debt of the Partnership, will be distributed to the      
partners, up to an amount equal to the respective partners' adjusted aggregate  
interest in the Partnership.                                                    

(b) Cash Equivalents                                                          

The Partnership considers all short-term, highly liquid investments         
purchased with an original maturity of three months or less to be cash          
equivalents.                                                                    

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
(c) Inventories                                                               

Inventories are valued at the lower of cost or market. Cost is determined by
the first-in, first-out method. Market is defined principally as net            
realizable value.                                                               

(d) Property, Plant, and Equipment                                            

Property, plant, and equipment are stated at cost. Depreciation is computed 
using the straight-line method over the estimated useful lives of the assets    
which are as follows:                                                           

                                                                [Download Table]
                                                                          
Buildings and equipment....................................  5 to 32 years
Outdoor advertising structures............................. 12 to 15 years
Vehicles, office equipment, machinery and equipment........   3 to 5 years

Maintenance and repairs are charged to expense as incurred and major        
renewals and betterments are capitalized. The cost and accumulated              
depreciation or amortization of property retired or otherwise disposed of are   
removed from the accounts, and any resulting gain or loss is included in        
income.                                                                         

(e) Intangible Assets                                                         

Intangible assets include organizational costs, financing costs, noncompete 
agreements, and goodwill. Goodwill is being amortized using the straight-line   
method over periods of between 12 and 40 years. The remaining intangible        
assets are recorded at cost and are amortized using the straight-line method    
over the assets' estimated useful lives of five years for organizational costs  
and noncompete agreements and the terms of the related debt for financing       
costs. The Partnership evaluates the carrying value of intangible assets based  
upon expected future cash flows.                                                

(f) Income Taxes                                                              

The financial statements include only those assets, liabilities, revenues,  
and expenses which relate to the Partnership. The financial statements do not   
include any assets, liabilities, income, or expenses attributable to the        
partners' individual activities. The Partnership is not considered a taxable    
entity for Federal and state income tax purposes. Any taxable income or loss,   
tax credits, and certain other items are reported by the partners on their own  
tax returns in accordance with the Partnership Agreement.                       

(g) Revenue Recognition                                                       

Revenues represent outdoor advertising services provided by the Partnership.
The Partnership recognizes revenue from advertising contracts when billed,      
usually on a monthly basis in accordance with contract terms, as advertising    
services are provided.                                                          

(h) Barter Transactions                                                       

Barter transactions, which represent the exchange of advertising for goods  
or services, are recorded at the estimated fair value of the advertising        
provided and the products or services received. Barter revenue is recognized    
when advertising services are rendered, and barter expense is recognized when   
the related products or services are received.                                  

(i) Reclassifications                                                         

Reclassifications were made to certain 1993 and 1994 amounts to conform to  
classifications adopted in 1995.                                                

(j) Recent Accounting Pronouncements                                          

In March 1995, the Financial Accounting Standards Board issued Statement    
Number 121, "Impairment of Long-Lived Assets." The Partnership evaluates        
whether an impairment exists by assessing whether events have occurred which    
could affect the fair value of assets, such as changes in market conditions,    
legal restrictions or reduced utilization. When the Partnership determines an   
event has occurred, it compares the carrying amount of the asset to its fair    
value or the expected future cash flows from its utilization. If the carrying   
amount exceeds these valuations an impairment is recognized and recorded. The   
Partnership has evaluated its long-lived assets and based on projected          
results, an impairment of long-lived assets does not exist at this time. The    
Company will re-evaluate potential impairment of long-lived assets              
periodically.                                                                   

On October 23, 1995, the Financial Accounting Standards Board issued        
Statement Number 123, "Accounting for Stock-Based Compensation." Currently the  
Partnership is structured as a limited partnership, therefore this accounting   
principle does not apply at this time.                                          

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
(2) RELATED PARTY TRANSACTIONS                                                  

At December 31, 1994 and 1995, the Partnership had notes payable of         
$4,244,000 plus accrued interest to Central Advertising Company, the former     
owner of Central Advertising Company Limited Partnership. At December 31, 1994  
and 1995, the Partnership had notes payable of $1,000,000 plus accrued          
interest to Illinois Outdoor Advertising Company Limited Partnership. Both      
entities are related to the Partnership through common ownership.               

In April 1995, an affiliate of the General Partner purchased the aggregate  
outstanding principal balance on the 9% subordinated notes and convertible      
notes payable and all accrued interest thereon. At December 31, 1995, the       
aggregate balance on the notes held by the affiliate is $11,540,146.            

A related party to the Partnership purchased HSP Graphics ("HSP")           
headquartered in Canada. The Partnership pays the salary and expenses of the    
HSP salesman, who operates in the Atlanta area and HSP has agreed to reimburse  
the Partnership for these expenses in cash or services. At December 31, 1994    
and 1995, the Partnership had accounts receivable of $109,329 and $171,828,     
respectively, outstanding related to this arrangement with HSP. The             
Partnership paid HSP $112,104, $38,226, and $42,000 for printing services       
provided during 1993, 1994, and 1995, respectively.                             

Additionally, the Partnership paid $50,000 in 1993 to an affiliate for      
management service fees.                                                        

(3) OTHER PREPAID EXPENSES                                                      

Other prepaid expenses consist of the following at December 31:             

                                                                [Download Table]

                                                         1994      1995   
                                                      ---------- ---------
                                                                          
Prepaid insurance.................................... $  642,195   494,626
Other prepaid........................................    602,896   789,672
                                                      ---------- ---------
                                                      $1,245,091 1,284,298
                                                      ========== =========

(4) PROPERTY, PLANT, AND EQUIPMENT                                              

Property, plant, and equipment consists of the following at December 31:    

                                                                [Download Table]

                                                       1994        1995   
                                                    ----------- ----------
                                                                          
Land............................................... $ 1,577,038  1,631,734
Outdoor advertising structures.....................  67,465,371 68,786,649
Buildings and improvements.........................   2,602,813  2,627,851
Automobiles and trucks.............................   2,278,298  2,391,284
Machinery and equipment............................     606,804    660,742
Office equipment...................................   2,029,173  2,147,457
Construction in progress...........................     138,696    166,379
                                                    ----------- ----------
                                                     76,698,193 78,412,096
Less accumulated depreciation......................  41,990,760 47,040,718
                                                    ----------- ----------
                                                    $34,707,433 31,371,378
                                                    =========== ==========

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
(5) INTANGIBLE ASSETS                                                           

Intangible assets consist of the following at December 31:                  

                                                                [Download Table]

                                                        1994       1995   
                                                     ---------- ----------
                                                                          
Goodwill............................................ $7,532,597  7,532,597
Noncompete agreements...............................    625,000    665,000
Financing and organization costs....................  4,860,798  5,019,445
Other...............................................     50,000     50,000
                                                     ---------- ----------
                                                     13,068,395 13,267,042
Less accumulated amortization.......................  6,615,722  7,316,987
                                                     ---------- ----------
                                                     $6,452,673  5,950,055
                                                     ========== ==========

(6) ACCRUED EXPENSES AND OTHER                                                  

Accrued expenses and other consist of the following at December 31:         

                                                                [Download Table]

                                                         1994      1995   
                                                      ---------- ---------
                                                                          
Accrued insurance.................................... $  483,456   470,503
Accrued payroll......................................    393,415   469,877
Accrued expenses and other...........................    736,292   558,610
                                                      ---------- ---------
                                                      $1,613,163 1,498,990
                                                      ========== =========

(7) LONG-TERM DEBT                                                              

Long-term debt at December 31, 1994 and 1995 consists of the following:     

                                                                [Download Table]

                                                           1994        1995    
                                                       ------------ -----------
                                                                               
Senior term loan payable in unequal quarterly                                  
 principal installments maturing December 31, 1996;                            
 interest payable monthly at LIBOR plus 3 1/4% or                              
 prime plus 1 5/8% (9.09% at December 31, 1995)......  $ 87,994,277  81,583,636
Revolving note payable due December 31, 1996;                                  
 interest payable monthly at prime plus 1 5/8%                                 
 (10.25% at December 31, 1995).......................           --      688,062
9% subordinated notes payable partially due to an                              
 affiliate of the General Partner (note 2) December                            
 31, 1996; interest payable quarterly................    17,230,639  16,389,165
Subordinated note payable to Central Advertising                               
 Company Limited Partnership including amounts due to                          
 related parties of $1,641,173 and $1,792,045 at                               
 December 31, 1994 and 1995, respectively (note 2),                            
 due January 2, 1997; interest at 10% compounded                               
 annually (including capitalized accrued interest of                           
 $1,919,800 and $2,486,436 at December 31, 1994 and                            
 1995, respectively).................................     6,163,800   6,730,436
Subordinated note payable to Illinois Outdoor                                  
 Advertising Ltd. Partnership including amounts due                            
 to related parties of $1,256,748 and $1,387,214 at                            
 December 31, 1994 and 1995, respectively (note 2),                            
 due January 31, 1996; interest at 10% compounded                              
 quarterly (including capitalized accrued interest of                          
 $721,572 and $900,293 at December 31, 1994 and 1995,                          
 respectively).......................................     1,721,572   1,900,293
9% convertible subordinated notes payable due to an                            
 affiliate of the General Partner (note 2), due                                
 December 31, 1996; interest payable quarterly.......       150,980     150,980
                                                       ------------ -----------
                                                        113,261,268 107,442,572
Less current installments of long-term debt..........     1,812,500   2,125,000
                                                       ------------ -----------
    Long-term debt, less current installments........  $111,448,768 105,317,572
                                                       ============ ===========

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
All of the assets of the Partnership are pledged as collateral for the long-
term debt.                                                                      

The revolving note provides up to $3,000,000 to the Partnership. The balance
outstanding under the amended revolving note is $688,062 at December 31, 1995.  

The credit agreement underlying the 9% subordinated notes and the 9%        
convertible subordinated notes provides for an extension of the maturity date   
if the senior term loan's maturity date is extended beyond December 31, 1996,   
however, it may not be extended beyond December 31, 1997.                       

The subordinated notes payable to Central Advertising Company Limited       
Partnership and Illinois Outdoor Advertising Ltd. Partnership provide that any  
accrued interest which is unpaid at the end of the calendar year should be      
capitalized and added to the principal amount outstanding on the notes. These   
notes payable can be extended if the senior term loan's maturity date is        
extended.                                                                       

The senior term loan and revolving note payable can be extended for one year
(December 31, 1997) at the option of the Partnership, if certain conditions     
are met as set forth in the senior debt agreement at December 31, 1996.         
Management of the Partnership believes it will meet the conditions necessary    
to extend the term of the senior term loan and revolving note payable to        
December 31, 1997.                                                              

As a condition of the original senior debt agreement and, as renegotiated in
1992, the senior lender required the Partnership to enter into an Appreciation  
Rights Agreement. The appreciation rights consist of "A" and "B" rights, which  
are subject to redemption at a defined purchase price using fair market value   
of the Partnership, less its indebtedness and certain other liabilities (the    
"appraisal amount"). When the appreciation rights were granted, the             
Partnership assigned no value to these rights. The senior lender has the right  
to require that the Partnership redeem and cancel the appreciation rights (the  
"put" option) at any time on or after the 9% subordinated and 9% convertible    
notes are paid in cash at the defined purchase price; however, the put option   
may not be exercised at any time before October 1, 1995 if, as a result of      
such redemption, an event of default would occur. The Partnership has the       
right to redeem and cancel the appreciation rights, referred to as the "call    
option," at any time on or after August 1, 1994 at an amount equal to 3% of     
the appraisal amount for "A" appreciation rights plus 1% of the appraisal       
amount less $250,000 for "B" appreciation rights. If the appreciation rights    
have not been redeemed by July 1, 1999, the Partnership must redeem and cancel  
them at that time. Based upon an independent appraisal as of July 31, 1994,     
the appreciation rights were redeemed on February 27, 1995 for cash             
consideration of $334,041 for the "A" appreciation rights and no consideration  
for "B" appreciation rights and the amount paid was charged to interest         
expense.                                                                        

The senior debt agreement related to the senior term loan and revolving     
notes includes, among other things, provisions for the maintenance of a         
specified level of operating cash flow, specified ratios of operating profit    
to interest expense and to principal outstanding, restrictions on the amount    
and character of future debt that may be incurred by the Partnership, and       
restrictions on certain payments, including capital expenditures, deferred      
compensation, interest in other notes payable, and corporate expenses.          

During 1994, management of the Partnership requested a waiver of the capital
expenditures and corporate expense limitations as set forth in its senior debt  
agreement, which was granted by the senior lender on December 22, 1994 by       
increasing the amounts allowed for capital expenditures and corporate expenses  
for the year ended December 31, 1994. In return for the waiver, the senior      
lender received a one-time, lump-sum payment on the senior debt equal to the    
amount by which the Partnership exceeded these limitations.                     

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
Additionally, the senior lender to the Partnership asserted that the        
Partnership had, in 1994, made deferred compensation payments and salary        
payments to management in excess of the limitations in the senior debt          
agreement. While disputing such assertions, management acted to obtain          
repayment of the compensation that was asserted by the senior lender to be in   
excess of the applicable limitations. Management believes that its actions      
have satisfied the requirements of the covenants of its senior debt agreement.  
Although the senior lender has not conceded that the Partnership is in          
compliance with such covenants, on May 9, 1995 the senior lender agreed to      
forbear through December 30, 1996 from exercising its rights and remedies       
under the senior debt agreement, which could include acceleration of the        
outstanding indebtedness prior to its due date of December 31, 1996. On         
February 2, 1996, the senior lender agreed to extend the previous forbearance   
through February 28, 1997.                                                      

Management of the Partnership believes it was in compliance with the        
provisions of the senior debt agreement at December 31, 1995.                   

On February 28, 1996, the senior lender agreed to extend the maturity date  
of the senior term loan and revolving note payable to March 3, 1997. As a       
result of the senior lender's extension and since the credit agreements         
pertaining to the subordinated notes provide for an extension of the maturity   
date if the senior debt is extended, all indebtedness has been classified as    
long-term at December 31, 1995, except for those installments of the senior     
term loan contractually due in the year ending December 31, 1996.               

Annual minimum maturities of long-term debt are as follows:                 

                                                                [Download Table]
                                                                          
1996......................................................... $  2,125,000
1997.........................................................  105,317,572
                                                              ------------
                                                              $107,442,572
                                                              ============

(8) LEASE COMMITMENTS                                                           

The Partnership leases real estate to erect signs in commercial and         
industrial zoned areas along traffic routes in cities or close to populated     
urban areas. The Partnership also leases certain vehicles used in its           
operations. These leases have terms ranging from one to 10 years.               

Approximate future minimum lease payments under these noncancelable         
operating leases, having terms greater than one year, as of December 31, 1995   
are as follows:                                                                 

                                                                [Download Table]
                                                                         
Years ending December 31:                                                
  1996....................................................... $ 3,076,631
  1997.......................................................   2,597,840
  1998.......................................................   2,092,489
  1999.......................................................   1,494,518
  2000.......................................................   1,070,438
  Thereafter.................................................   3,204,183
                                                              -----------
                                                              $13,536,099
                                                              ===========

Rent expense incurred under operating leases aggregated approximately       
$4,033,000, $4,823,000, and $5,406,000 for the years ended December 31, 1993,   
1994, and 1995, respectively.                                                   

(9) EMPLOYEE BENEFIT PLANS                                                      

401(k) Plan                                                                   

The Partnership has a 401(k) deferred savings and profit sharing plan.      
Employees must be at least age 21 and have completed one year of service to     
participate in the plan. Employees may contribute up to 10% of their salaries,  
and the Partnership matches employee contributions at the rate of 50% up to 6%  
of the employee's                                                               

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
salary. The Partnership's contributions to the plan were $167,679, $152,675,    
and $158,195 in the years ended December 31, 1993, 1994, and 1995,              
respectively.                                                                   

Nonqualified Retirement Plan                                                  

The Partnership also maintains a nonqualified retirement plan for corporate 
management. Under such plan, the Partnership made no contribution to the Plan   
in 1993, 1994 or 1995.                                                          

(10) DEFERRED COMPENSATION BENEFITS                                             

The Partnership has deferred compensation benefits referred to as phantom   
stock agreements with certain management personnel. The compensation is         
calculated using a multiple of the operating profit of a division or the        
Partnership for the fiscal year ending immediately prior to the determination   
date over the base cost, which is the assigned value of the division or the     
Partnership, at the date of the agreement's execution. The agreements provide   
for three equal annual payments to the participants upon the determination      
date, which is defined as termination, death, disability, the sale of the       
Partnership, or the fifth anniversary of the agreement's execution. The         
Partnership incurred deferred compensation expense related to these agreements  
of $636,134, $1,530,000, and $2,427,160 for the years ended December 31, 1993,  
1994, and 1995, respectively. Deferred compensation is included in other        
liabilities since the senior debt agreement limits annual cash payments to no   
more than $250,000, and only if certain cash flow levels are achieved.          

In 1995, the Chief Executive Officer and the Partnership mutually terminated
his participation in deferred compensation benefits under his phantom stock     
agreement, with the Partnership agreeing to pay him $2,000,000 upon the         
refinancing (see note 14) of all of the Partnership's outstanding debt          
obligations. As a result, $787,550 was expensed on March 31, 1995 such that     
total deferred compensation benefits include $2,000,000 related to this         
arrangement.                                                                    

(11) COMMITMENTS AND CONTINGENCIES                                              

Zoning Regulations                                                            

In some of the localities in which the Partnership operates, outdoor        
advertising is subject to restrictive and, in some cases, prohibitive, zoning   
regulations. Management expects Federal, state, and local regulations to        
continue to be a significant factor in the operation of the Partnership's       
business. While it is not possible to predict the extent to which such          
regulations could affect future operations, management believes there is no     
material adverse impact on the financial condition of the Partnership from      
these regulations.                                                              

Litigation                                                                    

The Partnership is a party to a number of lawsuits and claims which it is   
vigorously defending. Such matters arise out of the normal course of business   
and relate to government regulations and other issues. Certain of these         
actions seek damages. While the results of litigation cannot be predicted with  
certainty, management believes, based on advice of Partnership counsel, the     
final outcome of such litigation will not have a material adverse effect on     
the financial statements of the Partnership.                                    

(12) GOING CONCERN                                                              

The accompanying financial statements have been prepared on a going concern 
basis, which contemplates the realization of assets and the satisfaction of     
liabilities in the normal course of business. As shown in the financial         
statements, during the years ended December 31, 1993, 1994, and 1995, the       
Partnership reported net (losses) income of ($939,277), ($609,898), and         
$1,561,986, respectively, and as of those dates, the Partnership's              

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NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  
total liabilities exceeded its total assets by $68,391,352 and $66,829,366 at   
December 31, 1994 and 1995, respectively. Additionally, approximately $105      
million of the Partnership's long-term debt has scheduled maturities in 1997    
(see note 7) and the Partnership has been unable to fund its long-term debt     
from cash flow from operations, which raise substantial doubt about the         
Partnership's ability to continue as a going concern. The Company is pursuing   
several alternatives to provide the necessary financing for its operations.     
Its first option is to refinance its existing indebtedness with a combination   
of privately placed bonds and a revolving line of credit. Secondly, there have  
been discussions regarding the refinancing of existing indebtedness with a new  
bank group. Thirdly, the Company has discussed the possibility of extending     
its existing senior debt for a period of one year until these other             
alternatives can be finalized. The Company believes it can refinance its        
existing debt obligations based upon its discussions with other potential       
lenders.                                                                        

The financial statements do not include any adjustments relating to the     
recoverability and classification of liabilities that might be necessary        
should the Partnership be unable to continue as a going concern. The            
Partnership's continuation as a going concern is dependent upon its ability to  
generate sufficient cash flow to meet its obligations on a timely basis, to     
comply with terms and covenants of its financing agreements, to obtain          
additional financing or refinancing as may be required, and ultimately to       
attain successful operations. Management believes that the Partnership will     
generate sufficient funds to meet its obligations from forecasted cash flows    
and the refinancing of a portion of its debt obligations through the bond       
offering referenced in note 14 or, if such bond offering should not be          
consummated, from a refinancing of the remaining balance of such 1997           
maturities (see note 7).                                                        

(13) SUPPLEMENTAL CASH FLOW INFORMATION                                         

The following summarizes supplemental cash paid and noncash activities for  
the years ended December 31, 1993, 1994, and 1995:                              

                                                                [Download Table]

                                                    1993      1994      1995   
                                                 ---------- --------- ---------
                                                                               
Supplemental disclosure of cash paid during the                                
 year for interest.............................. $8,146,627 9,238,046 9,668,563
                                                 ========== ========= =========
Supplemental disclosure of noncash activities:                                 
  Accrued interest payable capitalized to long-                                
   term debt (note 7)........................... $  660,209   676,949   745,357
                                                 ========== ========= =========
  Property, plant, and equipment acquired for                                  
   accounts receivable.......................... $  380,130   260,299   111,049
                                                 ========== ========= =========

(14) SUBSEQUENT EVENT--BOND OFFERING                                            

The Partnership is currently pursuing a bond offering which is expected to  
be effective during the first quarter of 1996. The proceeds of the offering     
will be used to retire all outstanding debt obligations of the Partnership.     

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INDEPENDENT AUDITORS' REPORT  

The Board of Directors                                                          
Adams Outdoor Advertising, Inc.:                                                

We have audited the accompanying balance sheets of Adams Outdoor            
Advertising, Inc. (the "Company") as of December 31, 1994 and 1995 and the      
related statements of operations, stockholder's equity and cash flows for the   
three-year period ended December 31, 1995. These financial statements are the   
responsibility of the management of the Company. Our responsibility is to       
express an opinion on these financial statements based on our audits.           

We conducted our audit in accordance with generally accepted auditing       
standards. Those standards require that we plan and perform the audit to        
obtain reasonable assurance about whether the financial statements are free of  
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements. An audit    
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation. We believe that our audits provide a reasonable basis   
for our opinion.                                                                

In our opinion, the financial statements referred to above present fairly,  
in all material respects, the financial position of the Company as of December  
31, 1994 and 1995, and the results of its operations and its cash flows for     
each of the years in the three-year period ended December 31, 1995 in           
conformity with generally accepted accounting principles.                       

                         KPMG Peat Marwick LLP

Atlanta, Georgia                                                                
February 23, 1996                                                               

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ADAMS OUTDOOR ADVERTISING, INC. 

BALANCE SHEETS
DECEMBER 31, 1994 AND 1995

                                                                [Download Table]

                               ASSETS                                1994   1995 
                               ------                                -----  ---- 
                                                                                 
Investment (note 2)................................................. $  40    40 
                                                                     =====  ==== 

                        STOCKHOLDER'S EQUITY                                     
                        --------------------                                     
                                                                                 
Preferred stock, $0.001 par value                                                
 Authorized 800,000 shares; no shares issued or outstanding          $ --    --  
Common stock, $0.001 par value                                                   
 Authorized 200,000 shares; 10,000 shares issued and outstanding....   100   100 
Additional paid-in capital..........................................   900   900 
Common stock subscribed.............................................  (960) (960)
                                                                     -----  ---- 
Commitment (note 3)                                                  $  40    40 
                                                                     =====  ==== 

See accompanying notes to financial statements. 

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ADAMS OUTDOOR ADVERTISING, INC. 

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 

                                                                [Download Table]

                                                                  1993 1994 1995
                                                                  ---- ---- ----
                                                                                
Revenues......................................................... $--   --   -- 
Expenses.........................................................  --   --   -- 
                                                                  ---- ---- ----
Net income (loss)................................................ $--   --   -- 
                                                                  ==== ==== ====

See accompanying notes to financial statements. 

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ADAMS OUTDOOR ADVERTISING, INC. 

STATEMENTS OF STOCKHOLDER'S EQUITY

YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995

                                                                [Download Table]

                                             ADDITIONAL   COMMON       TOTAL    
                            PREFERRED COMMON  PAID-IN     STOCK    STOCKHOLDER'S
                              STOCK   STOCK   CAPITAL   SUBSCRIBED    EQUITY    
                            --------- ------ ---------- ---------- -------------
                                                                                
BALANCE AT DECEMBER 31,                                                         
 1992.....................    $--      100      900        (960)         40     
Net income (loss).........     --      --       --          --          --      
                              ----     ---      ---        ----         ---     
BALANCE DECEMBER 31, 1993.     --      100      900        (960)         40     
Net income (loss).........     --      --       --          --          --      
                              ----     ---      ---        ----         ---     
BALANCE DECEMBER 31, 1994.     --      100      900        (960)         40     
Net income (loss).........     --      --       --          --          --      
                              ----     ---      ---        ----         ---     
DECEMBER 31, 1995.........    $--      100      900        (960)         40     
                              ====     ===      ===        ====         ===     

See accompanying notes to financial statements. 

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ADAMS OUTDOOR ADVERTISING, INC. 

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1993, 1994, AND 1995 

                                                                [Download Table]

                                                                  1993 1994 1995
                                                                  ---- ---- ----
                                                                                
Cash flows from operating activities............................. $--  --   --  
Cash flows from investing activities.............................  --  --   --  
Cash flows from financing activities.............................  --  --   --  
                                                                  ---- ---  --- 
  Net change in cash.............................................  --  --   --  
Cash at beginning of year........................................  --  --   --  
                                                                  ---- ---  --- 
Cash at end of year.............................................. $--  --   --  
                                                                  ==== ===  === 

See accompanying notes to financial statements. 

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ADAMS OUTDOOR ADVERTISING, INC. 

NOTES TO FINANCIAL STATEMENTS 

DECEMBER 31, 1994 AND 1995  

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                  

(a) The Company                                                               

The Company was organized as a corporation under the Minnesota Statutes on  
December 12, 1985. The Company is the managing general partner of Adams         
Outdoor Advertising Limited Partnership (the "Partnership"). The Company is     
wholly-owned by the individual general partner of the Partnership, who is also  
a limited partner in the Partnership. The Company has nominal assets and does   
not conduct any operations, except for its activities as managing general       
partner of the Partnership.                                                     

The Company and its sole stockholder have agreed that all profits or losses 
allocable to the general partners will be allocated to the individual general   
partner, and none will be allocated to the Company.                             

(b) Investment                                                                

Investment consists of a general and limited partnership interest which are 
carried at cost, since the partnership interest is not readily marketable.      

(c) Income Taxes                                                              

Income taxes are accounted for under the asset and liability method.        
Deferred tax assets and liabilities are recognized for the future tax           
consequences attributable to differences between the financial statement        
carrying amounts of existing assets and liabilities and their respective tax    
bases. Deferred tax assets and liabilities are measured using enacted tax       
rates expected to apply to taxable income in the years in which those           
temporary differences are expected to be recovered or settled. The effect on    
deferred tax assets and liabilities of a change in tax rates is recognized in   
income in the period that includes the enactment date.                          

(d) Use of Estimates                                                          

Management of the Company has made a number of estimates and assumptions    
relating to the reporting of assets and liabilities and the disclosure of       
contingent assets and liabilities to prepare these financial statements in      
conformity with generally accepted accounting principles. Actual results could  
differ from those estimates.                                                    

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ADAMS OUTDOOR ADVERTISING, INC. 

NOTES TO FINANCIAL STATEMENTS--(CONTINUED)  

(2) INVESTMENT IN AFFILIATED PARTNERSHIP                                        

The Company has a 1.00% aggregate partnership interest in the Partnership   
which consists of 0.01% general partnership interest and 0.99% limited          
partnership interest. Summary audited financial information for the investee    
Partnership as of and for the years ended December 31, 1994 and 1995 follows    
(in thousands of dollars):                                                      

                                                                [Download Table]

                                                      1994       1995    
                                                    ---------  --------- 
                                                                         
Balance Sheet Information:                                               
  Current assets................................... $   9,431  $  10,814 
  Current liabilities..............................    (4,785)    (4,870)
                                                    ---------  --------- 
  Working capital..................................     4,646      5,944 
                                                    ---------  --------- 
  Property, plant and equipment....................    34,707     31,371 
  Intangible assets, net...........................     6,453      5,950 
  Other assets.....................................        59         76 
  Long-term debt...................................  (111,449)  (105,318)
  Other liabilities................................    (2,807)    (4,852)
                                                    ---------  --------- 
  Partners' deficit................................ $ (68,391) $ (66,829)
                                                    =========  ========= 
Income Statement Information:                                            
  Net outdoor advertising revenues................. $  37,651  $  42,890 
                                                    =========  ========= 
  Operating income................................. $   9,693  $  12,933 
                                                    =========  ========= 
  Net (loss) income................................ $    (610) $   1,562 
                                                    =========  ========= 

(3) EMPLOYMENT AGREEMENT WITH SOLE STOCKHOLDER                                  

Effective January 1, 1996, the Company entered into an employment agreement 
with the sole stockholder as an executive, which provides a base salary and     
benefits, subject to increases based on the Consumer Price Index annually,      
plus reimbursement of business expenses. The agreement expires December 31,     
2001 unless terminated by the Company or the sole stockholder and provides one  
year of severance pay, if terminated by the Company under certain               
circumstances.                                                                  

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ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

BALANCE SHEET 
(UNAUDITED) 

                                                                [Download Table]

                                                                    MARCH 31,   
                              ASSETS                                   1996     
                              ------                               ------------ 
                                                                                
Current assets:                                                                 
  Cash and cash equivalents....................................... $  2,675,110 
  Accounts receivable, less allowance for doubtful accounts of                  
   $633,015.......................................................    5,506,560 
  Accounts receivable from related parties........................      178,009 
  Accounts receivable from employees..............................      105,599 
  Inventories.....................................................      207,262 
  Prepaid rent....................................................    1,661,317 
  Other prepaid expenses..........................................    1,168,826 
                                                                   ------------ 
    Total current assets..........................................   11,502,683 
Property, plant and equipment, net................................   31,013,850 
Intangible assets, net............................................    9,608,474 
Other assets......................................................       71,916 
                                                                   ------------ 
                                                                   $ 52,196,923 
                                                                   ============ 

            LIABILITIES AND PARTNERS' EQUITY (DEFICIT)                          
            ------------------------------------------                          
                                                                                
Current liabilities:                                                            
  Accounts payable................................................      413,195 
  Interest payable................................................      580,860 
  Interest payable to related parties.............................          --  
  Accrued expenses and other......................................    1,380,917 
  Current installments of long term debt..........................          --  
  Deferred compensation...........................................    2,715,586 
                                                                   ------------ 
    Total current liabilities.....................................    5,090,558 
Long term debt, less current installments.........................  111,980,528 
Long term debt--related parties...................................          --  
Other liabilities.................................................      112,117 
Deferred compensation.............................................    2,105,035 
                                                                   ------------ 
    Total liabilities.............................................  119,288,238 
Partners' equity (deficit):                                                     
  General partners' deficit.......................................  (68,091,315)
  Limited partners' equity........................................    1,000,000 
                                                                   ------------ 
    Total partners' deficit.......................................  (67,091,315)
Commitments and contingencies.....................................              
                                                                   ------------ 
                                                                   $ 52,196,923 
                                                                   ============ 

See accompanying notes to unaudited interim financial statements. 

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ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

STATEMENTS OF OPERATIONS
(UNAUDITED) 

                                                                [Download Table]

                                                      QUARTER ENDED MARCH 31,  
                                                      ------------------------ 
                                                         1995         1996     
                                                      -----------  ----------- 
                                                                               
Gross Revenues....................................... $10,531,264  $11,396,555 
  Less agency commissions............................   1,006,837    1,016,766 
                                                      -----------  ----------- 
    Net outdoor advertising revenue..................   9,524,427   10,379,789 
Operating expenses:                                                            
  Direct advertising expenses........................   5,256,201    5,471,954 
  Corporate general and administrative...............     257,245      467,169 
  Depreciation and amortization......................   1,407,777    1,447,102 
  Deferred compensation..............................   1,152,000      250,000 
                                                      -----------  ----------- 
    Total operating expenses.........................   8,073,223    7,636,225 
                                                      -----------  ----------- 
    Operating income.................................   1,451,204    2,743,564 
                                                      -----------  ----------- 
Other expenses (income):                                                       
  Interest expense...................................   2,608,324    2,730,976 
  Interest expense--related parties..................     456,911      275,175 
  Other expenses (income), net.......................      (2,384)         945 
  (Gain) loss on disposals of property, plant and                              
   equipment, net....................................      (8,340)      (1,579)
                                                      -----------  ----------- 
    Total other expenses.............................   3,054,511    3,005,517 
                                                      -----------  ----------- 
    Net loss......................................... $(1,603,307) $  (261,953)
                                                      ===========  =========== 

See accompanying notes to unaudited interim financial statements. 

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ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

STATEMENTS OF CASH FLOWS
(UNAUDITED) 

                                                                [Download Table]

                                                 QUARTER ENDED MARCH 31,       
                                                --------------------------     
                                                    1996          1995         
                                                -------------  -----------     
                                                                               
Cash flows from operating activities:                                          
 Net loss...................................... $    (261,953) $(1,603,307)    
 Adjustments to reconcile net loss to cash                                     
  provided by (used in) operating activities:                                  
  Depreciation.................................     1,387,125    1,328,802     
  Amortization of intangible assets............       524,844      154,446     
  Deferred compensation expense................       250,000    1,152,000     
  Payments of deferred compensation............      (159,255)     (14,091)    
  Barter (income) expense......................        36,229       90,150     
  Gain (loss) on disposals of property, plant                                  
   and equipment, net..........................         1,579        8,340     
  Changes in assets and liabilities:                                           
   Increase in accounts receivable, net........      (196,968)    (153,038)    
   Decrease (increase) in inventories..........           537      (24,789)    
   Increase in prepaid rent and other prepaid                                  
    expenses...................................       (11,180)    (118,567)    
   Decrease in other assets....................         3,834        2,326     
   Increase in accounts payable and accrued                                    
    expenses...................................        69,329       54,630     
   Decrease in interest payable................      (439,827)    (150,907)    
   Increase (decrease) in other liabilities....       (10,610)      38,111     
                                                -------------  -----------     
    Net cash provided by operating activities..     1,193,684      764,106     
Cash flows from investing activities:                                          
 Additions to property, plant and equipment....    (1,004,178)    (563,550)    
Cash flows from financing activities:                                          
 Debt financing costs..........................    (4,183,263)     (78,397)    
 Proceeds from Senior Notes....................   105,000,000    2,991,478     
 Payments on long-term debt....................  (103,560,515)  (3,348,674)    
 Advances on revolving line of credit..........     3,098,471            0     
                                                -------------  -----------     
    Net cash provided by (used in) financing                                   
     activities................................       354,693     (435,593)    
                                                -------------  -----------     
    Net increase (decrease) in cash and cash                                   
     equivalents...............................       544,199     (235,037)    
Cash and cash equivalents at beginning of                                      
 period........................................     2,130,911    1,722,167     
                                                -------------  -----------     
Cash and cash equivalents at end of period..... $   2,675,110  $ 1,487,130     
                                                =============  ===========     

See accompanying notes to unaudited interim financial statements. 

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ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

NOTES TO INTERIM FINANCIAL STATEMENTS 

MARCH 31, 1996  
(UNAUDITED) 

(1) BASIS OF PRESENTATION                                                       

The accompanying unaudited financial statements included herein have been   
prepared by Adams Outdoor Advertising Limited Partnership (the "Company") in    
accordance with the instructions for Form 10-Q and therefore, do not include    
all information and footnotes necessary for a fair presentation of financial    
position, results of operations, and cash flows in conformity with generally    
accepted accounting principles. All adjustments consist of normal recurring     
accruals, which are necessary for a fair presentation of the information for    
the periods described. Certain information and footnote disclosures normally    
included in financial statements prepared in accordance with generally          
accepted accounting principles have been considered or omitted pursuant to      
such rules and regulations. Although the Company believes that the disclosures  
are adequate to make the information presented not misleading, it is suggested  
that these financial statements be read in conjunction with the Company's 1995  
audited financial statements and notes thereto.                                 

(2) DEFERRED COMPENSATION                                                       

On March 31, 1995, the Chief Executive Officer and the Partnership mutually 
terminated his participation in deferred compensation benefits under his        
phantom stock agreement by agreeing to pay him $2,000,000 upon the refinancing  
of all of the Partnership's outstanding debt obligations. The Partnership       
expensed $787,550 as deferred compensation expense related to this transaction  
for the three months ended March 31, 1995. As a result, deferred compensation   
payable at March 31, 1996 and December 31, 1995 includes $2,000,000 related to  
this arrangement.                                                               

(3) REFINANCING                                                                 

On March 12, 1996, the Company arranged a new $120 million credit facility  
consisting of $105 million at 10 3/4%, Senior Notes due 2006 under an           
Indenture (the "Indenture"), and a new $15 million revolving line of credit     
(the "New Credit Facility"). Substantially all of the assets of the Company     
are pledged to secure indebtedness of up to $15.0 million (of which             
approximately $3.1 million was outstanding as of March 31, 1996) under the New  
Credit Facility and, accordingly, the lenders thereunder will have a prior      
claim on those assets. Permitted borrowings under the New Credit Facility are   
subject to various conditions. In addition, the availability of borrowings are  
subject to compliance with certain financial covenants. Scheduled reductions    
in the banks' commitments under the New Credit Facility will commence in 1997.  
The agreement governing the New Credit Facility contains a number of covenants  
that are more restrictive than those contained in the Indenture, including      
covenants requiring the Company to maintain certain financial ratios that       
become more restrictive over time. Adverse operating results could cause        
noncompliance with one or more of these covenants, reducing the Company's       
borrowing availability, and, in certain circumstances, entitling the lenders    
to accelerate the maturity of outstanding borrowings.                           

As a result of the Refinancing, the Company's previously existing debt was  
paid as follows:                                                                

                                                                [Download Table]
                                                                          
Long-term debt outstanding at December 31, 1995............  $107,442,572 
Accrued interest at December 31, 1995......................     1,020,687 
Interest expensed subsequent to December 31, 1995 and prior               
 to the Refinancing........................................     1,965,243 
Payments subsequent to December 31, 1995 for principal and                
 interest prior to the Refinancing.........................    (2,308,090)
Proceeds from the Refinancing:                                            
  Senior Notes.............................................   105,000,000 
  Revolving line of credit.................................     3,098,471 
Payments of long-term debt, including interest.............  (104,238,355)
                                                             ------------ 
Long-term debt outstanding at March 31, 1996...............  $111,980,528 
                                                             ============ 

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ADAMS OUTDOOR ADVERTISING, INC. 

BALANCE SHEET 
(UNAUDITED) 

                                                                [Download Table]

                                                                        MARCH 31,
                                ASSETS                                    1996   
                                ------                                  ---------
                                                                                 
Investment.............................................................   $  40  
                                                                          =====  

                         STOCKHOLDER'S EQUITY                                    
                         --------------------                                    
                                                                                 
Preferred stock, $0.001 par value                                                
 Authorized 800,000 shares; no shares issued or outstanding............   $ --   
Common stock, $0.001 par value                                                   
 Authorized 200,000 shares; 10,000 shares issued and outstanding.......     100  
Additional paid-in capital.............................................     900  
Common stock subscribed................................................    (960) 
                                                                          -----  
                                                                          $  40  
                                                                          =====  

See accompanying notes to unaudited interim financial statements. 

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ADAMS OUTDOOR ADVERTISING INC.

STATEMENTS OF OPERATIONS
(UNAUDITED) 

                                                                [Download Table]

                                                                 QUARTER ENDED 
                                                                   MARCH 31,   
                                                                 --------------
                                                                  1995    1996 
                                                                 ------- ------
                                                                               
Revenues........................................................ $   --     -- 
Expenses........................................................     --     -- 
                                                                 ------- ------
Net income (loss)............................................... $   --     -- 
                                                                 ======= ======

See accompanying notes to unaudited interim financial statements. 

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ADAMS OUTDOOR ADVERTISING, INC. 

STATEMENTS OF CASH FLOWS
(UNAUDITED) 

                                                                [Download Table]

                                                                        QUARTER 
                                                                         ENDED  
                                                                       MARCH 31,
                                                                       ---------
                                                                       1995 1996
                                                                       ---- ----
                                                                                
Cash flows from operating activities.................................. $--  --  
Cash flows from investing activities..................................  --  --  
Cash flows from financing activities..................................  --  --  
                                                                       ---- --- 
  Net change in cash..................................................  --  --  
Cash at beginning of period...........................................  --  --  
                                                                       ---- --- 
Cash at end of period................................................. $--  --  
                                                                       ==== === 

See accompanying notes to unaudited interim financial statements. 

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ADAMS OUTDOOR ADVERTISING INC.  

NOTES TO INTERIM FINANCIAL STATEMENTS 

MARCH 31, 1996  
(UNAUDITED) 

(1) BASIS OF PRESENTATION                                                       

The accompanying unaudited financial statements included herein have been   
prepared by Adams Outdoor Advertising Inc. (the "Company") in accordance with   
the instructions for Form 10-Q and therefore, do not include all information    
and footnotes necessary for a fair presentation of financial position, results  
of operations, and cash flows in conformity with generally accepted accounting  
principles. All adjustments consist of normal recurring accruals, which are     
necessary for a fair presentation of the information for the periods            
described. Certain information and footnote disclosures normally included in    
financial statements prepared in accordance with generally accepted accounting  
principles have been considered or omitted pursuant to such rules and           
regulations. Although the Company believes that the disclosures are adequate    
to make the information presented not misleading, it is suggested that these    
financial statements be read in conjunction with the Company's 1995 audited     
financial statements and notes thereto.                                         

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================================================================================

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY         
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER         
CONTAINED HEREIN OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR 
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING     
BEEN AUTHORIZED BY THE ISSUERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO 
SELL OR THE SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY JURISDICTION   
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON    
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO 
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF 
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES       
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE       
ISSUERS SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS       
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.                           

----------- 

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
Prospectus Summary........................................................    3 
Risk Factors..............................................................   13 
The Exchange Offer........................................................   18 
The Company...............................................................   25 
Refinancing and Use of Proceeds...........................................   27 
Capitalization............................................................   28 
Selected Historical and Pro Forma Financial Data..........................   29 
Management's Discussion and Analysis of Financial Condition and Results of      
 Operations...............................................................   31 
Business..................................................................   37 
Management................................................................   45 
Certain Transactions......................................................   48 
Principal Security Holders................................................   49 
Description of the Company's Partnership Agreement........................   50 
Description of New Credit Facility........................................   51 
Description of the Notes..................................................   52 
Plan of Distribution......................................................   75 
Legal Matters.............................................................   76 
Experts...................................................................   76 
Available Information.....................................................   76 
Index to Financial Statements.............................................  F-1 

----------- 

UNTIL OCTOBER 15, 1996 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL      
DEALERS EFFECTING TRANSACTIONS IN THE NEW NOTES, WHETHER OR NOT PARTICIPATING   
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN       
ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN SELLING NEW  
NOTES RECEIVED IN EXCHANGE FOR ORIGINAL NOTES HELD FOR THEIR OWN ACCOUNT. SEE   
"PLAN OF DISTRIBUTION."                                                         

=============================================================================== 

=============================================================================== 

[LOGO OF ADAMS APPEARS HERE]  

ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP 

ADAMS OUTDOOR ADVERTISING, INC. 

OFFER TO EXCHANGE ITS 
10 3/4% SENIOR NOTES DUE 2006 
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT
FOR ANY AND ALL OF ITS OUTSTANDING
10 3/4% SENIOR NOTES DUE 2006 

----------  
PROSPECTUS  
----------  

=============================================================================== 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		12/31/25		50		84
		3/15/06		8		52
		12/31/01		47		98
		3/31/01		51					10-Q
		3/15/01		1		53
		7/1/99		88
		3/15/99		1		53
		12/31/97		88					10-K
		3/31/97		51					10-Q
		3/3/97		89
		2/28/97		89
		1/2/97		27		87
		12/31/96		44		89			10-K,  NT 10-K
		12/30/96		89
		10/15/96		107
		9/15/96		8		52
		8/16/96		1		20
Filed on:		7/18/96
		7/17/96		1
		5/31/96		1
		3/31/96		3		106
		3/12/96		1		102
		2/28/96		79		89
		2/23/96		79		92
		2/2/96		89
		2/1/96		43
		1/31/96		27		87
		1/1/96		47		98
		12/31/95		3		102
		10/23/95		85
		10/1/95		88
		5/9/95		89
		3/31/95		10		102
		2/27/95		88
		12/31/94		10		98
		12/22/94		88
		8/1/94		88
		7/31/94		88
		12/31/93		13		96
		12/31/92		82		95
		11/23/92		84
		1/1/92		48
									List all Filings