<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
    
   
                                                      REGISTRATION NO. 333-30957
    
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
   
                                AMENDMENT NO. 1
    
   
                                       TO
    
 
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             OUTDOOR SYSTEMS, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
              DELAWARE                              7312                             86-0736400
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
 
                         OUTDOOR SYSTEMS PAINTING, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
              ARIZONA                               7312                             86-0638522
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
 
                     OS ADVERTISING OF TEXAS PAINTING, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
               TEXAS                                7312                             86-0638816
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
 
                               OS BASELINE, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
              ARIZONA                               7312                             86-0795338
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
 
                       DECADE COMMUNICATIONS GROUP, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
              COLORADO                              7312                             84-1291420
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
<PAGE>   2
 
                           BENCH ADVERTISING COMPANY
                               OF COLORADO, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
              COLORADO                              7319                             84-0862025
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
 
                     NEW YORK SUBWAYS ADVERTISING CO., INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
              ARIZONA                               7319                             86-0443845
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
 
                                  OS BUS, INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
              GEORGIA                               7319                             86-0878376
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
 
                        OUTDOOR SYSTEMS (NEW YORK), INC.
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                                 <C>                                 <C>
              NEW YORK                              7312                             11-1821182
  (State or other jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification No.)
           incorporation)               Classification Code Number)
</TABLE>
 
                            ------------------------
 
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
 
                               WILLIAM S. LEVINE
                             CHAIRMAN OF THE BOARD
                          2502 N. BLACK CANYON HIGHWAY
                             PHOENIX, ARIZONA 85009
                                 (602) 246-9569
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                            ------------------------
 
                                WITH COPIES TO:
 
                            GABRIEL DUMITRESCU, ESQ.
                         WILLIAM B. SHEARER, JR., ESQ.
                     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
                     191 PEACHTREE STREET, N.E., 16TH FLOOR
                             ATLANTA, GEORGIA 30303
                                 (404) 572-6600
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
                            ------------------------
 
    If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [ ]
                            ------------------------
 
     THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>   3
 
     This Prospectus and the information contained herein are subject to change,
     completion or amendment without notice. A registration statement relating
     to these securities has been filed with the Securities and Exchange
     Commission. These securities may not be sold nor may offers to buy be
     accepted prior to the time the registration statement becomes effective.
     Under no circumstances shall this Prospectus constitute an offer to sell or
     the solicitation of an offer to buy nor shall there be any sale of these
     securities in any jurisdiction in which such offer, solicitation or sale
     would be unlawful prior to registration or qualification under the
     securities laws of any such jurisdiction.
 
   
                   SUBJECT TO COMPLETION, DATED JULY 23, 1997
    
PROSPECTUS
 
                             [OUTDOOR SYSTEMS LOGO]
 
        OFFER TO EXCHANGE ITS 8 7/8% SENIOR SUBORDINATED NOTES DUE 2007
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
                 AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING
                   8 7/8% SENIOR SUBORDINATED NOTES DUE 2007.
                            ------------------------
 
       THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON
                                 , 1997, UNLESS EXTENDED.
                            ------------------------
 
     Outdoor Systems, Inc., a Delaware corporation (the "Company" or "Outdoor
Systems"), hereby offers to exchange up to $500,000,000 aggregate principal
amount of its 8 7/8% Senior Subordinated Notes due 2007 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which this Prospectus
is a part, for a like principal amount of its 8 7/8% Senior Subordinated Notes
due 2007 outstanding on the date hereof (the "Existing Notes") upon the terms
and subject to the conditions set forth in this Prospectus and in the
accompanying Letter of Transmittal (which together constitute the "Exchange
Offer"). The terms of the Exchange Notes are identical in all material respects
to those of the Existing Notes, except for certain transfer restrictions and
registration rights relating to the Existing Notes. The Exchange Notes will be
issued pursuant to, and entitled to the benefits of, the Indenture, dated as of
June 23, 1997 (the "Indenture"), among the Company, the Guarantors (as defined
herein) and The Bank of New York, as trustee, governing the Existing Notes. The
Existing Notes and Exchange Notes outstanding under the Indenture at any time
are referred to collectively as the "Notes."
 
     Interest on the Exchange Notes will be payable in cash semi-annually on
each June 15 and December 15, commencing December 15, 1997. The Exchange Notes
will be redeemable at the option of the Company, in whole or in part, on or
after June 15, 2002, at the redemption prices set forth herein, plus accrued and
unpaid interest thereon to the date of redemption. In addition, the Company may
redeem in the aggregate up to 35% of the original principal amount of the Notes
on or prior to June 15, 2000 at a redemption price equal to 108.875% of the
aggregate principal amount thereof, plus accrued and unpaid interest thereon to
the redemption date, with the net proceeds of one or more Public Equity
Offerings (as defined herein), provided that at least $325.0 million of the
aggregate principal amount of the Notes originally issued remain outstanding
after any such redemption. Upon a Change of Control (as defined herein), each
holder of Exchange Notes will be entitled to require the Company to purchase
such holder's Exchange Notes at 101% of the principal amount thereof, plus
accrued and unpaid interest thereon to the date of purchase.
 
     The Exchange Notes will be general unsecured obligations of the Company
subordinate in right of payment to all existing and future Senior Indebtedness
(as defined herein) of the Company. The Exchange Notes will rank pari passu in
right of payment with the Company's outstanding $250.0 million aggregate
principal amount of 9 3/8% Senior Subordinated Notes due 2006 (the "1996 Notes")
and all other future unsecured senior subordinated indebtedness of the Company.
The Exchange Notes will be unconditionally guaranteed, on an unsecured senior
subordinated basis and pari passu with the 1996 Notes, as to payment of
principal, premium, if any, and interest, jointly and severally, by all of the
Company's domestic subsidiaries. As of March 31, 1997, after giving effect to
the 3M Media Acquisition, the Van Wagner Acquisition, the Bank Financing and the
Offerings (each as defined herein), the Company would have had approximately
$785.1 million of Senior Indebtedness outstanding.
 
                                                     (continued on inside cover)
 
                            ------------------------
 
      SEE "RISK FACTORS" BEGINNING ON PAGE 15 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PURCHASERS OF THE NOTES.
                            ------------------------
 
  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             , 1997.
<PAGE>   4
 
     The Exchange Notes are being offered hereunder in order to satisfy certain
obligations of the Company and the Guarantors contained in the Registration
Rights Agreement, dated as of June 17, 1997 (the "Exchange Offer Registration
Rights Agreement"), among the Company, the Guarantors and CIBC Wood Gundy
Securities Corp., Alex. Brown & Sons Incorporated and Donaldson, Lufkin &
Jenrette Securities Corporation, as the initial purchasers (the "Initial
Purchasers") of the Existing Notes.
 
     The Company will not receive any proceeds from the Exchange Offer. The
Company will pay all of the expenses incident to the Exchange Offer. Tenders of
Existing Notes pursuant to the Exchange Offer may be withdrawn at any time prior
to the Expiration Date (as defined herein) of the Exchange Offer. The Company
expressly reserves the right to terminate or amend the Exchange Offer and not to
accept for exchange any Existing Notes not theretofore accepted for exchange
upon the occurrence of any of the events specified under "The Exchange
Offer -- Conditions to the Exchange Offer." If any such termination or amendment
occurs, the Company will notify the Exchange Agent and will either issue a press
release or give oral or written notice to the holders of the Existing Notes as
promptly as practicable. The Exchange Offer will expire at 5:00 p.m., New York
City time, on             , 1997, unless the Company, in its sole discretion,
has extended the period of time for which the Exchange Offer is open. In the
event the Company terminates the Exchange Offer and does not accept for exchange
any Existing Notes with respect to the Exchange Offer, the Company will promptly
return such Existing Notes to the holders thereof. See "The Exchange Offer."
 
     Each broker-dealer that receives Exchange 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 Exchange Notes. The Letter of
Transmittal states that by so acknowledging and by delivery of 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 Exchange Notes received in exchange for Existing Notes where
such Existing Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The Company and the
Guarantors have agreed that, for a period of 180 days after the consummation of
the Exchange Offer, they will make this Prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution."
 
     Prior to the Exchange Offer, there has been no public market for the
Existing Notes. Holders of the Existing Notes whose Existing Notes are not
tendered and accepted in the Exchange Offer will continue to hold the Existing
Notes. Following consummation of the Exchange Offer, the holders of the Existing
Notes will continue to be subject to the existing restrictions upon transfer
thereof and, except as provided herein, the Company will have no further
obligation to such holders to provide for registration under the Securities Act
of the Existing Notes held by them. To the extent Existing Notes are tendered
and accepted in the Exchange Offer, the trading market for untendered and
tendered but unaccepted Existing Notes could be adversely affected.
 
     The Company currently does not intend to list the Exchange Notes on any
securities exchange or to seek approval for quotation of the Exchange Notes
through any automated quotation system. There can be no assurance that an active
public market for the Exchange Notes will develop.
 
     The Exchange Offer is not conditioned upon any minimum principal amount of
Existing Notes being tendered for exchange pursuant to the Exchange Offer.
 
                                        i
<PAGE>   5
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
appearing elsewhere in this Prospectus and in documents incorporated by
reference into this Prospectus. The discussion below includes certain
acquisitions (the "Acquisitions") consisting of the Completed Acquisitions (as
defined) and the pending acquisition (the "3M Media Acquisition") of the outdoor
advertising operations ("3M Media") of Minnesota Mining and Manufacturing
Company ("3M"). The "Completed Acquisitions" means, collectively, the Van Wagner
Acquisition, the Gannett Outdoor Acquisition, the Houston Acquisition, the
Denver Disposition, the CSX Assets Acquisition, the Villepigue Acquisition, the
Scadron Acquisition, the Reynolds Acquisition, the Burlington Northern and Santa
Fe Assets Acquisition and the Other Completed Acquisitions (each as defined).
The "Completed 1997 Acquisitions" means the Completed Acquisitions consummated
following December 31, 1996. The information in this Prospectus gives effect to
a three-for-two stock split of the Common Stock effected in the form of a stock
dividend paid on July 3, 1997 to stockholders of record on June 23, 1997. As
used herein, the "Company" or "Outdoor Systems" refers to Outdoor Systems, Inc.
together with its consolidated subsidiaries and, where the context requires,
includes the operations to be acquired in the 3M Media Acquisition, and "market"
in the United States refers to the geographic area constituting a Designated
Market Area as defined by The A.C. Nielsen Company and in Canada refers to
Census Metro Area as defined by Statistics Canada. "3M Media" is a trademark of
Minnesota Mining and Manufacturing Company.
 
                                  THE COMPANY
 
     Outdoor Systems is the largest outdoor advertising company in North America
and upon completion of the 3M Media Acquisition will operate approximately
96,500 bulletin, poster, transit, mall and other advertising display faces in 46
states, including 65 metropolitan markets in the United States and seven
metropolitan markets in Canada. The Company also operates approximately 125,000
subway advertising display faces in New York City. Upon completion of the 3M
Media Acquisition, the Company will have operations in 20 of the 25 largest U.S.
markets, as well as six of the 10 largest Canadian markets. Giving effect to the
Acquisitions, as if each occurred at the beginning of the period, the Company
had pro forma net revenues of $601.4 million and pro forma EBITDA of $256.7
million for the year ended December 31, 1996 and pro forma net revenues of
$140.9 million and pro forma EBITDA of $58.0 million for the three months ended
March 31, 1997.
 
     Through the Acquisitions, the Company will have significantly increased its
presence in North America and diversified into additional major metropolitan
markets. The Company believes that there are significant opportunities for
revenue enhancement and cost reduction in the integration of its combined
operations. The increased presence in North America resulting from the
Acquisitions should provide the Company with an increased opportunity to
effectively convey advertisers' marketing messages locally, regionally and
nationally. In addition, the Company believes that its operating and sales
strategies will allow it to continue to improve utilization of the acquired
advertising display faces. The following table sets forth certain information
with respect to the Company's outdoor markets as of December 31, 1996 after
giving effect to the Acquisitions.
 
                                        1
<PAGE>   6
 
<TABLE>
<CAPTION>
                                                                                                MALL AND              TOTAL
                                                     MARKET                30-SHEET   8-SHEET   AIRPORT              DISPLAY
                      MARKET                          RANK    BULLETINS    POSTERS    POSTERS   POSTERS    TRANSIT    FACES
---------------------------------------------------  ------   ---------    --------   -------   --------   -------   -------
<S>                                                  <C>      <C>          <C>        <C>       <C>        <C>       <C>
UNITED STATES:
New York-New Jersey(1).............................      1         864       2,979       262         --     2,710     6,815
Los Angeles........................................      2       1,587       2,961        --         --     2,912     7,460
Chicago............................................      3         756          --       640         --        --     1,396
Philadelphia.......................................      4          23          --        --         --       498       521
San Francisco......................................      5         213       1,005       563         --     1,528     3,309
Dallas.............................................      8         849          --        --         --        --       849
Detroit............................................      9       1,099       1,342        91         --     1,000     3,532
Houston............................................     10       1,316          --        --         --        --     1,316
Atlanta............................................     11       1,234       1,679        --         --       650     3,563
Cleveland..........................................     13          70          --        --         --        --        70
Minneapolis........................................     14          54          --        --         --        --        54
Miami-Ft. Lauderdale...............................     15         404          --        --         --        --       404
Tampa-St. Petersburg-Sarasota......................     16         881          --        --         --        --       881
Phoenix............................................     17         807       1,516       659         --     1,490     4,472
Sacramento-Stockton-Modesto........................     18         506       1,271        --         --        --     1,777
Denver.............................................     19         399         784        --         --     5,266     6,449
St. Louis..........................................     20         466         833         1         --        --     1,300
San Diego..........................................     23         109         541        --         --       680     1,330
Orlando............................................     24         466          --        --         --        --       466
Portland, OR.......................................     25          17          --        --         --        --        17
Indianapolis.......................................     26         137          --        --         --        --       137
Hartford-New Haven.................................     27         151         831        --         --        --       982
Cincinnati.........................................     28         104          --        --         --        --       104
Salt Lake..........................................     29          61          --        --         --        --        61
Charlotte..........................................     30         145          --        --         --        --       145
Raleigh-Durham.....................................     32          33          --        --         --        --        33
Nashville..........................................     33         248          --        --         --        --       248
Kansas City........................................     34         432         840        --         --        --     1,272
Columbus, OH.......................................     35         104          --        --         --        --       104
San Antonio........................................     36          85          --        --         --        --        85
Grand Rapids.......................................     38         120         568        --         --       180       868
New Orleans........................................     40         458       1,042       428         --       214     2,142
Memphis............................................     41          77          --        --         --        --        77
Buffalo............................................     42         116          --        --         --        --       116
Albuquerque........................................     43          99          --        --         --        --        99
Fresno.............................................     46         125         892        --         --        --     1,017
Louisville.........................................     49         329       1,052       243         --       224     1,848
Winston-Salem......................................     50          35          --        --         --        --        35
Birmingham.........................................     51         154          --        --         --        --       154
West Palm Beach....................................     52         219          --        --         --        --       219
Dayton.............................................     53         123          --        --         --        --       123
Jacksonville.......................................     55         178          --        --         --        --       178
Charleston, SC.....................................     57         181          --        --         --        --       181
Flint..............................................     59          86         423        32         --        --       541
Knoxville..........................................     63          78          --        --         --        --        78
Roanoke............................................     70          49          --        --         --        --        49
Rochester..........................................     73          --          --        --         --     3,715     3,715
Shreveport.........................................     74          41          --        --         --        --        41
Omaha..............................................     75          52          --        --         --        --        52
Tucson.............................................     78         170           6       338         --        10       524
Rio Grande.........................................     82         316          --        --         --        --       316
Columbia, SC.......................................     83         158          --        --         --        --       158
El Paso............................................     84          81          --        --         --        --        81
Chattanooga........................................     85          63          --        --         --        --        63
Jackson, MS........................................     87          76          --        --         --        --        76
Ft. Myers..........................................     96         108          --        --         --        --       108
Colorado Springs...................................     99          62          --        --         --        --        62
Ft. Wayne..........................................    106          69          --        --         --        --        69
Tyler, TX..........................................    110          87          --        --         --        --        87
Eugene.............................................    123          77         382        --         --        --       459
Bakersfield, CA....................................    124          50          --        --         --        --        50
Reno...............................................    126         104          --        --         --        --       104
Columbus, GA.......................................    127         190         412       100         --        --       702
Beaumont...........................................    135         110          --        --         --        --       110
Midland-Odessa, TX.................................    144          47          --        --         --        --        47
Non-Metro Markets..................................    N/A      12,439         175        --         --        --    12,614
Mall Advertising Displays..........................    N/A          --          --        --      6,700        --     6,700
                                                                ------      ------     -----      -----    ------    ------
  UNITED STATES TOTAL(1)...........................             30,347      21,534     3,357      6,700    21,077    83,015
                                                                ------      ------     -----      -----    ------    ------
</TABLE>
 
                                        2
<PAGE>   7
 
<TABLE>
<CAPTION>
                                                                                                MALL AND              TOTAL
                                                     MARKET                30-SHEET   8-SHEET   AIRPORT              DISPLAY
                      MARKET                          RANK    BULLETINS    POSTERS    POSTERS   POSTERS    TRANSIT    FACES
---------------------------------------------------            ------       ------     -----     -----     ------    ------
<S>                                                  <C>      <C>          <C>        <C>       <C>        <C>       <C>
CANADA:
Toronto............................................      1         157       1,491        --        408     3,202     5,258
Montreal...........................................      2          77         793        --        297     1,788     2,955
Ottawa.............................................      6           8         188        --         61        --       257
Winnipeg...........................................      7         107         247        --         56       349       759
Quebec City........................................      8         184         333        --        125       241       883
Hamilton...........................................      9          19         303        --         80       598     1,000
Halifax............................................     14          15         173        --         28       214       430
Other..............................................    N/A         145       1,247        --        278       301     1,971
                                                                ------      ------     -----      -----    ------    ------
  CANADA TOTAL.....................................                712       4,775         0      1,333     6,693    13,513
                                                                ------      ------     -----      -----    ------    ------
  TOTAL(1)(2)......................................             31,059(3)   26,309     3,357      8,033    27,770    96,528
                                                                ======      ======     =====      =====    ======    ======
</TABLE>
 
---------------
(1) Display faces do not include 125,000 subway advertising display faces in New
    York City.
 
(2) The Company may be required to make divestitures in certain markets in order
    to receive antitrust clearance for the 3M Media Acquisition. If the 3M Media
    Acquisition is not consummated, the Company will have 8,405 bulletins,
    23,880 30-sheet posters, 3,357 8-sheet posters, 1,333 mall and airport
    posters, and 27,770 transit display faces, for a total of 64,745 display
    faces. See "Risk Factors -- Possible Non-Consummation of the 3M Media
    Acquisition."
 
(3) Includes 141 wall murals and 51 "Spectacular" signs.
 
                              RECENT DEVELOPMENTS
 
     On June 23, 1997, the Company completed the offering (the "Offering") of
the Existing Notes to the Initial Purchasers for net proceeds of approximately
$485.8 million. The Initial Purchasers subsequently sold the Existing Notes to
qualified institutional buyers in reliance on Rule 144A under the Securities Act
and to a limited number of institutional "accredited investors" as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act. Pending completion of
the 3M Media Acquisition (see "-- Pending Acquisition -- 3M Media Acquisition"
below), the Company has used approximately $187.0 million of the net proceeds of
the Offering to repay amounts outstanding under the Senior Credit Facility (as
defined herein) and has invested the balance of such net proceeds in short-term
interest bearing securities.
 
     On May 28, 1997, the Company completed an offering (the "Common Stock
Offering" and, together with the Offering, the "Offerings") of 20.25 million
shares of its Common Stock for net proceeds of approximately $392.1 million.
Pending the completion of the 3M Media Acquisition, the Company used such net
proceeds to repay amounts outstanding under the Senior Credit Facility.
 
     Since the Company's initial public offering on April 24, 1996, the Company
has completed 16 acquisitions of outdoor advertising businesses or assets for an
aggregate of more than $1.0 billion, including the Gannett Outdoor Acquisition
for approximately $700.0 million and the Van Wagner Acquisition for
approximately $170.0 million. In addition, the Company has entered into an
agreement to purchase 3M Media, which has operations in 56 metropolitan markets
and non-metropolitan locations in the United States, for approximately $1.0
billion. There is no assurance that the 3M Media Acquisition will be consummated
or that it will not be delayed due to required antitrust clearance or other
factors. The Offering is not conditioned on the consummation of the 3M Media
Acquisition. See "Risk Factors -- Possible Non-Consummation of the 3M Media
Acquisition."
 
Completed Acquisitions
 
- Van Wagner Acquisition.  On May 22, 1997, the Company purchased the stock (the
  "Van Wagner Acquisition") of Van Wagner Communications, Inc. ("Van Wagner")
  for approximately $170.0 million in cash. The Van Wagner operations include
  approximately 50 "Spectacular" signs in Times Square, as well as 105 bulletins
  and 172 posters and eight wall murals in New York City, 372 bulletins and 16
  wall murals in Los Angeles, four bulletins in San Francisco, and additional
  transit displays and transit management agreements in New York, Los Angeles,
  Northern California and Las Vegas.
 
  The Van Wagner Acquisition provides the Company with high profile display
  faces in Times Square and west Los Angeles which complement its pre-existing
  display inventory. The Company will eliminate certain duplicative
  administrative, sales and production functions in connection with the
  integration of Van Wagner's operations into the Company's existing operations,
  which the Company believes will result in pro forma annualized cost savings of
  approximately $8.6 million.
 
                                        3
<PAGE>   8
 
- Gannett Outdoor Acquisition.  On August 22, 1996, the Company purchased
  substantially all of the assets of the outdoor advertising division ("Gannett
  Outdoor") of Gannett Co., Inc. ("Gannett"), including the stock of certain
  indirect subsidiaries of Gannett, for approximately $700.0 million in cash
  (the "Gannett Outdoor Acquisition"). The Company acquired from Gannett a total
  of approximately 40,000 advertising display faces consisting of bulletins,
  posters and transit advertising display faces in 15 metropolitan markets in
  the United States and seven metropolitan markets in Canada and approximately
  125,000 subway advertising display faces in New York City.
 
  Upon consummation of the Gannett Outdoor Acquisition, the Company immediately
  began implementing its cost savings and integration strategy, which included
  the consolidation of certain administrative, sales management and leasing
  management functions. This strategy has resulted in the reduction and
  consolidation of duplicative functions in: (i) production and sales overhead;
  (ii) production and administrative support; (iii) national sales and marketing
  support; and (iv) accounting and administrative areas. In addition, the
  Company has eliminated certain duplicative operations by closing a billboard
  production facility in Canada, consolidating sales offices in Toronto and
  closing Gannett Outdoor's corporate office.
 
  The Company had estimated that these measures would result in annual cost
  savings of approximately $33.0 million. Based upon the results of the
  Company's consolidation and cost savings efforts to date, the Company believes
  that annual cost savings will exceed the original estimate. The Company also
  believes that it has increased revenues generated by the Gannett Outdoor
  assets primarily through changing the sales compensation system from one that
  was predominantly salary-based to one that is commission-based. The Company
  has also increased revenues through streamlining the sales approval process
  and improving utilization of the Gannett Outdoor billboard inventory. The
  Company believes that opportunities still exist to improve the operations
  acquired in the Gannett Outdoor Acquisition.
 
- Houston Acquisition and Denver Disposition.  In connection with the Gannett
  Outdoor Acquisition, on November 14, 1996, the Company acquired Gannett's
  outdoor operations in Houston, Texas (the "Houston Acquisition") for $10.0
  million in cash plus the net book value of working capital and certain other
  specified assets. Also in connection with the Gannett Outdoor Acquisition, on
  August 8, 1996, the Company sold substantially all of its then existing
  billboard assets in Denver (the "Denver Disposition") to an unrelated party
  for $9.2 million consisting of $2.8 million in cash paid at closing and a ten
  year 9% promissory note for the balance of the purchase price.
 
- CSX Assets Acquisition.  On May 22, 1996, the Company acquired permanent
  easements for 1,360 plots of land in 17 eastern states for $21.5 million (plus
  future consideration estimated to be payable in 2006) from CSX Realty
  Development Corporation (the "CSX Assets Acquisition"). Currently, 130
  different outdoor advertising companies have licenses to operate approximately
  2,240 advertising displays on these plots of land. As a result of this
  purchase, the Company has the right to collect the proceeds from these
  licenses.
 
- Villepigue Acquisition.  On January 9, 1997, the Company completed the
  acquisition of Villepigue Outdoor Advertising (the "Villepigue Acquisition")
  and related entities, consisting of approximately 110 bulletin display faces
  in the New York metropolitan area, for a purchase price of approximately $27.0
  million in cash, subject to working capital adjustments.
 
- Scadron Acquisition.  On February 14, 1997, the Company purchased a portion of
  the assets of Scadron Enterprises (the "Scadron Acquisition") consisting of
  approximately 100 wall and bulletin display faces in the Chicago metropolitan
  area, for a purchase price of approximately $24.5 million in cash, subject to
  working capital adjustments. In addition, the Company agreed to acquire
  certain other assets of Scadron Enterprises for aggregate additional
  consideration of up to $3.5 million upon the satisfaction of certain
  conditions, which may or may not be satisfied.
 
- Reynolds Acquisition.  On February 28, 1997, the Company acquired the assets
  of Reynolds Outdoor, L.P. (the "Reynolds Acquisition") and certain related
  joint ventures, consisting of approximately 325 bulletin faces in the
  Dallas/Ft. Worth metropolitan area, for a purchase price of approximately
  $31.6 million in cash, subject to working capital adjustments.
 
                                        4
<PAGE>   9
 
- Burlington Northern and Santa Fe Assets Acquisition.  On March 26, 1997, the
  Company purchased from The Burlington Northern and Santa Fe Railway Company
  (the "Burlington Northern and Santa Fe Assets Acquisition") permanent
  easements for approximately 1,350 plots of land located in 26 western and
  midwestern states and the rights to signboard licenses with respect to
  advertising displays located on the plots of land covered by the easements.
  The purchase price for the assets consists of approximately $17.0 million in
  cash which was paid on March 26, 1997 and approximately $12.5 million in cash
  payable no later than July 11, 1997 upon delivery by the seller of additional
  easements and assignments of license agreements.
 
- Other Completed Transactions.  In addition to these acquisitions, the Company
  has acquired certain outdoor advertising assets in Denver, Chicago, Atlanta,
  Louisville, Toronto, Montreal, and Halifax for aggregate consideration of
  approximately $19.6 million (the "Other Completed Acquisitions").
 
  On May 29, 1997, the Company acquired certain transit advertising assets in
  British Columbia for approximately $800,000 and, on June 3, 1997, the Company
  disposed of certain mall posters in Toronto and Montreal for approximately
  $935,000.
 
Pending Acquisition -- 3M Media Acquisition
 
  On April 30, 1997, the Company entered into an Agreement of Purchase and Sale
  (the "3M Media Purchase Agreement") to acquire 3M Media, through the purchase
  of the capital stock of National Advertising Company, a subsidiary of 3M, for
  approximately $1.0 billion in cash. In the 3M Media Acquisition, the Company
  will acquire from 3M a total of approximately 31,700 advertising display faces
  consisting of 22,600 bulletins, 2,400 posters and 6,700 mall advertising
  display faces in 56 metropolitan markets and non-metropolitan locations in the
  United States.
 
  The operations of 3M Media will be integrated into the Company principally as
  an acquisition of advertising display inventory in locations that can be
  administered from existing Company offices. Accordingly, the Company believes
  that the consolidation of certain functions will result in certain cost
  savings, including the elimination of duplicative administrative, sales and
  production overhead positions in the 3M Media corporate headquarters and in
  operating locations. The Company believes that the pro forma annualized cost
  savings attributable to the elimination of such functions will be
  approximately $41.7 million. In addition to these cost savings, the Company
  believes that it may be able to achieve additional cost savings arising from
  reductions in facility costs through renegotiated rents or reduced space, the
  reduction of expenses associated with a reduced work force, and other
  reductions in administrative expenses associated with the integration of the
  combined businesses.
 
  The Company also believes that there are significant opportunities for revenue
  enhancement in 3M Media's operations upon completion of the 3M Media
  Acquisition. The Company believes that its local market operating and sales
  strategies will allow it to improve utilization of the 3M Media advertising
  display faces.
 
  The 3M Media Acquisition is subject to various conditions, including clearance
  under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
  (the "HSR Act"). The Company believes that Department of Justice ("DOJ")
  clearance of the 3M Media Acquisition will be forthcoming, but there can be no
  assurance that this will be the case. In order to obtain such clearance, it is
  likely that the Company will be required to divest assets in certain markets
  in which both the Company and 3M Media currently conduct business. There is no
  assurance that the 3M Media Acquisition will be consummated or that it will
  not be delayed due to required antitrust clearance or other factors.
 
  The Company will finance the purchase price of the 3M Media Acquisition and
  the fees and expenses associated with the 3M Media Acquisition and the
  financing thereof through (i) the net proceeds of the Common Stock Offering,
  (ii) the net proceeds of the Offering, and (iii) borrowings under its senior
  credit facility (the "Senior Credit Facility") which is expected to be amended
  to provide for a revolving credit facility and term loans of up to
  approximately $1.1 billion (the "Bank Financing").
 
     The Company believes that its experienced and sales-oriented management
team is an important asset in the successful implementation of its operating
strategy. William S. Levine, Chairman, Arthur R. Moreno,
 
                                        5
<PAGE>   10
 
President and Chief Executive Officer, Wally C. Kelly, Senior Vice President of
Sales, Bill M. Beverage, Chief Financial Officer, and Robert M. Reade, Vice
President, Real Estate, together possess over 105 years of sales and management
experience in the outdoor advertising industry.
 
     The Company was organized in 1980. The Company's executive offices are
located at 2502 N. Black Canyon Highway, Phoenix, Arizona 85009, and its
telephone number is (602) 246-9569.
 
                               THE EXCHANGE OFFER
 
Securities Offered............   Up to $500,000,000 aggregate principal amount
                                 of 8 7/8% Senior Subordinated Notes due 2007
                                 which have been registered under the Securities
                                 Act. The terms of the Exchange Notes and those
                                 of the Existing Notes are identical in all
                                 material respects, except for certain transfer
                                 restrictions relating to the Existing Notes.
 
The Exchange Offer............   The Exchange Notes are being offered in
                                 exchange for a like principal amount of
                                 Existing Notes. Existing Notes may be exchanged
                                 only in integral multiples of $1,000. The
                                 issuance of the Exchange Notes is intended to
                                 satisfy obligations of the Company under the
                                 Exchange Offer Registration Rights Agreement.
 
Expiration Date; Withdrawal
  Rights......................   The Exchange Offer will expire at 5:00 p.m.,
                                 New York City time, on           , 1997, or
                                 such later date and time to which it is
                                 extended by the Company. Tenders of Existing
                                 Notes pursuant to the Exchange Offer may be
                                 withdrawn at any time prior to the Expiration
                                 Date. Any Existing Notes not accepted for
                                 exchange for any reason will be returned
                                 without expense to the tendering holder thereof
                                 as promptly as practicable after the expiration
                                 or termination of the Exchange Offer.
 
Conditions to the Exchange
  Offer.......................   The Exchange Offer is subject to certain
                                 customary conditions, which may be waived by
                                 the Company. The Company currently expects that
                                 each of the conditions will be satisfied and
                                 that no waivers will be necessary. See "The
                                 Exchange Offer -- Conditions to the Exchange
                                 Offer."
 
Procedures for Tendering
  Existing Notes..............   Each holder of Existing Notes wishing to accept
                                 the Exchange Offer must complete, sign and date
                                 a 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 such Existing
                                 Notes and any other required documentation, to
                                 the Exchange Agent (as defined) at the address
                                 set forth herein. See "The Exchange
                                 Offer -- Procedures for Tendering Existing
                                 Notes."
 
Use of Proceeds...............   The Company will not receive any proceeds from
                                 the exchange of Notes pursuant to the Exchange
                                 Offer.
 
Certain Federal Income Tax
  Considerations..............   The exchange pursuant to the Exchange Offer
                                 should not be a taxable event for federal
                                 income tax purposes. See "Certain Federal
                                 Income Tax Considerations."
 
Exchange Agent................   The Bank of New York is serving as the Exchange
                                 Agent (the "Exchange Agent") in connection with
                                 the Exchange Offer.
 
                                        6
<PAGE>   11
 
                   CONSEQUENCES OF EXCHANGING EXISTING NOTES
                         PURSUANT TO THE EXCHANGE OFFER
 
     Based on certain interpretive letters issued by the staff of the Securities
and Exchange Commission (the "Commission") to third parties in unrelated
transactions, the Company believes that Exchange Notes issued pursuant to the
Exchange Offer may be offered for resale, resold or otherwise transferred by
holders thereof (other than any holder who is an "affiliate" of any of the
Company and the Guarantors 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 Exchange Notes are acquired in the
ordinary course of the holders' business and such holders have no arrangement or
understanding with any person to participate in a distribution of such Exchange
Notes and are not participating in, and do not intend to participate in, the
distribution of such Exchange Notes. By tendering, each holder will represent to
the Company in the Letter of Transmittal that, among other things, the Exchange
Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the holder, that neither the holder nor any such other person has
an arrangement or understanding with any person to participate in the
distribution of such Exchange Notes, that neither the holder nor any such other
person is participating in or intends to participate in the distribution of such
Exchange Notes and that neither the holder nor any such other person is an
"affiliate," as defined under Rule 405 of the Securities Act, of any of the
Company and the Guarantors. Each broker-dealer that receives Exchange Notes for
its own account in exchange for Existing Notes must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange Notes. See
"Plan of Distribution." In addition, to comply with the securities laws of
certain jurisdictions, if applicable, the Exchange Notes may not be offered or
sold unless they have been registered or qualified for sale in such jurisdiction
or an exemption from registration or qualification is available and complied
with. The Company has agreed, pursuant to the Exchange Offer Registration Rights
Agreement and subject to certain specified limitations therein, to register or
qualify the Exchange Notes for offer or sale under the securities or blue sky
laws of such jurisdictions as any holder of the Exchange Notes reasonably
requests in writing. If a holder of Existing Notes does not exchange such
Existing Notes for Exchange Notes pursuant to the Exchange Offer, such Existing
Notes will continue to be subject to the restrictions on transfer contained in
the legend thereon. In general, the Existing 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. See "The Exchange Offer -- Consequences of Failure to
Exchange; Resales of Exchange Notes."
 
     The Existing Notes are currently eligible for trading in the Private
Offerings, Resales and Trading through Automated Linkages ("PORTAL") market.
Following commencement of the Exchange Offer but prior to its consummation, the
Existing Notes may continue to be traded in the PORTAL market. Following
consummation of the Exchange Offer, the Exchange Notes will not be eligible for
PORTAL trading.
 
                COMPARISON OF EXCHANGE NOTES WITH EXISTING NOTES
 
Transferability...............   Generally, the Exchange Notes will be freely
                                 transferable under the Securities Act by
                                 holders thereof other than any holder that is
                                 an affiliate of any of the Company and the
                                 Guarantors. The Exchange Notes otherwise will
                                 be substantially identical in all material
                                 respects (including interest rate and maturity)
                                 to the Existing Notes. See "The Exchange
                                 Offer."
 
Registration Rights...........   The holders of Existing Notes currently are
                                 entitled to certain registration rights
                                 pursuant to the Exchange Offer Registration
                                 Rights Agreement. However, upon consummation of
                                 the Exchange Offer, subject to certain
                                 exceptions, holders of Existing Notes who do
                                 not exchange their Existing Notes for Exchange
                                 Notes in the Exchange Offer will no longer be
                                 entitled to registration rights and will not be
                                 able to offer or sell their Existing Notes,
                                 unless such
 
                                        7
<PAGE>   12
 
                                 Existing Notes are subsequently registered
                                 under the Securities Act (which, subject to
                                 certain limited exceptions, the Company will
                                 have no obligations to do), except pursuant to
                                 an exemption from, or in a transaction not
                                 subject to, the Securities Act and applicable
                                 state securities laws. See "Risk
                                 Factors -- Adverse Consequences of Failure to
                                 Adhere to Exchange Offer Procedures."
 
Absence of a Public Market for
the Exchange Notes............   The Exchange Notes are new securities and there
                                 is currently no established market for the
                                 Exchange Notes. Accordingly, there can be no
                                 assurance as to the development or liquidity of
                                 any market for the Exchange Notes. The Company
                                 does not intend to apply for listing of the
                                 Exchange Notes on any securities exchange or
                                 for quotation of the Exchange Notes through any
                                 automated quotation system.
 
                                   THE NOTES
 
     Except as otherwise indicated, the following description relates both to
the Existing Notes issued pursuant to the Offering and to the Exchange Notes to
be issued in exchange for Existing Notes in connection with the Exchange Offer.
The Exchange Notes will be obligations of the Company evidencing the same
indebtedness as the Existing Notes, and will be entitled to the benefits of the
same Indenture. The form and terms of the Exchange Notes are the same as the
form and the terms of the Existing Notes, except that the Exchange Notes have
been registered under the Securities Act and therefore will not bear legends
restricting the transfer thereof. Throughout this Prospectus, references to the
"Notes" refer to the Exchange Notes and the Existing Notes collectively.
 
Issuer........................   Outdoor Systems, Inc.
 
Amount........................   $500,000,000 aggregate principal amount.
 
Maturity Date.................   June 15, 2007.
 
Interest Rate.................   The Notes bear interest at a rate of 8 7/8% per
                                 annum.
 
Interest Payment Dates........   Interest is payable semi-annually on each June
                                 15 and December 15, commencing December 15,
                                 1997.
 
Ranking.......................   The Notes are general unsecured obligations of
                                 the Company subordinate in right of payment to
                                 all existing and future Senior Indebtedness (as
                                 defined herein) of the Company, including
                                 indebtedness under the Senior Credit Facility,
                                 pari passu in right of payment with the 1996
                                 Notes and all other future unsecured senior
                                 subordinated indebtedness of the Company and
                                 senior in right of payment to all subordinated
                                 indebtedness of the Company. At March 31, 1997,
                                 after giving pro forma effect to the 3M Media
                                 Acquisition, the Van Wagner Acquisition, the
                                 Bank Financing and the Offerings, the Company
                                 would have had approximately $785.1 million of
                                 Senior Indebtedness outstanding.
 
Guarantees....................   The Notes are unconditionally guaranteed, on a
                                 senior subordinated basis and pari passu with
                                 the 1996 Notes, as to the payment of principal,
                                 premium, if any, and interest, jointly and
                                 severally (the "Guarantees"), by all of the
                                 direct and indirect domestic subsidiaries of
                                 the Company (the "Guarantors"). The Guarantees
                                 are subordinated to all Senior Indebtedness of
                                 the respective Guarantors.
 
                                        8
<PAGE>   13
 
Optional Redemption...........   The Notes are redeemable at the option of the
                                 Company, in whole or in part, at any time on or
                                 after June 15, 2002 at the redemption prices
                                 set forth herein, together with accrued and
                                 unpaid interest thereon to the date of
                                 redemption. In addition, the Company, at its
                                 option, may redeem in the aggregate up to 35%
                                 of the original principal amount of the Notes
                                 at any time prior to June 15, 2000, at a
                                 redemption price equal to 108.875% of the
                                 principal amount thereof plus accrued and
                                 unpaid interest thereon to the redemption date,
                                 with the net proceeds of one or more Public
                                 Equity Offerings (as defined herein); provided,
                                 however, that at least $325.0 million aggregate
                                 principal amount of the Notes remain
                                 outstanding after any such redemption and that
                                 such redemption occurs within 60 days following
                                 the closing of any such Public Equity Offering.
 
Change of Control.............   In the event of a Change of Control (as defined
                                 herein), the Company will be required to make
                                 an offer to purchase all outstanding Notes at a
                                 price equal to 101% of the principal amount
                                 thereof, plus accrued and unpaid interest to
                                 the date of purchase. See "Description of the
                                 Notes -- Change of Control Offer." There can be
                                 no assurance that the Company will have
                                 sufficient funds or will be contractually
                                 permitted by outstanding Senior Indebtedness to
                                 pay the required purchase price for all Notes
                                 tendered by holders upon a Change of Control.
 
Certain Covenants.............   The Indenture contains covenants for the
                                 benefit of the holders of the Notes that, among
                                 other things, restrict the ability of the
                                 Company and its Restricted Subsidiaries (as
                                 defined herein) to: (i) incur additional
                                 Indebtedness (as defined herein); (ii) pay
                                 dividends and make distributions; (iii) make
                                 certain investments; (iv) create liens; (v)
                                 enter into transactions with affiliates; (vi)
                                 issue stock of a Restricted Subsidiary; (vii)
                                 enter into sale and leaseback transactions;
                                 (viii) merge or consolidate the Company or the
                                 Guarantors; and (ix) transfer or sell assets.
                                 These covenants are subject to a number of
                                 important exceptions. See "Description of the
                                 Notes -- Certain Covenants."
 
     For more complete information regarding the Notes, including the
definitions of certain capitalized terms used above, see "Description of the
Notes."
 
                                  RISK FACTORS
 
     Holders of Existing Notes and prospective purchasers of Exchange Notes
should consider carefully the information set forth under the caption "Risk
Factors," and all other information set forth in this Prospectus, in evaluating
the Exchange Offer.
 
                                        9
<PAGE>   14
 
                           FORWARD-LOOKING STATEMENTS
 
     This Prospectus contains and incorporates by reference certain statements
that are "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). When used in this Prospectus, the words
"estimate," "expect," "anticipate," "believe" and similar expressions are
intended to identify forward-looking statements. Those statements include, among
other things, the discussions of the Company's business strategy and
expectations concerning the Company's market position, future operations,
margins, profitability, liquidity and capital resources, as well as statements
concerning the integration of the Acquisitions and achievement of cost savings
in connection therewith. Investors are cautioned that reliance on any
forward-looking statement involves risks and uncertainties, and that although
the Company believes that the assumptions on which the forward-looking
statements contained herein are based are reasonable, any of those assumptions
could prove to be inaccurate, and as a result, the forward-looking statements
based on those assumptions also could be incorrect. The uncertainties in this
regard include, but are not limited to, those identified in the risk factors
discussed herein. See "Risk Factors." In light of these and other uncertainties,
the inclusion of a forward-looking statement herein should not be regarded as a
representation by the Company that the Company's plans and objectives will be
achieved.
 
                                       10
<PAGE>   15
 
         SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
                             (DOLLARS IN THOUSANDS)
 
     The following sets forth summary unaudited consolidated pro forma financial
information derived from the Unaudited Consolidated Pro Forma Financial
Information included elsewhere in this Prospectus. The summary unaudited
consolidated pro forma statement of operations data combines the historical
financial information of the Company and the businesses acquired and to be
acquired in the Acquisitions for the year ended December 31, 1996 and for the
three months ended March 31, 1997, giving effect to (i) the Bank Financing, (ii)
net reductions in operating expenses associated with the Acquisitions, and (iii)
the Offerings, as if each had occurred at the beginning of the period. The
summary unaudited consolidated pro forma balance sheet data as of March 31, 1997
has been prepared as if the 3M Media Acquisition, the Van Wagner Acquisition,
the Bank Financing and the Offerings had occurred on March 31, 1997.
 
     The summary unaudited consolidated pro forma financial information does not
purport to present the actual financial position or results of operations of the
Company had the Acquisitions and events assumed therein in fact occurred on the
dates specified, nor are they necessarily indicative of the results of
operations that may be achieved in the future. The summary unaudited
consolidated pro forma financial information is based on certain assumptions and
adjustments described in the notes to the Unaudited Consolidated Pro Forma
Financial Information and should be read in conjunction therewith. See
"Unaudited Consolidated Pro Forma Financial Information" and "Management's
Discussion and Analysis of Results of Operations and Financial Condition,"
included elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                               PRO FORMA(1)
                                                                  ---------------------------------------
                                                                                           THREE MONTHS
                                                                     YEAR ENDED          ENDED MARCH 31,
                                                                  DECEMBER 31, 1996            1997
                                                                  -----------------      ----------------
<S>                                                               <C>                    <C>
STATEMENT OF OPERATIONS DATA:
  Net revenues(2)..............................................       $ 601,409              $140,901
  Direct advertising expenses..................................         310,163                74,066
  General and administrative expenses..........................          34,502                 8,798
  Depreciation and amortization................................         111,726                26,662
  Gain on Denver Disposition...................................           7,344                    --
                                                                       --------              --------
  Operating income.............................................         152,362                31,375
  Interest expense.............................................         139,600                34,900
  Income (loss) before extraordinary loss......................           7,271                (2,138)
  Net loss.....................................................         (10,509)               (2,138)
 
OTHER DATA:
  EBITDA(3)....................................................       $ 256,744              $ 58,037
  EBITDA margin(4).............................................            42.7%                 41.2%
  Cash interest expense........................................       $ 132,349              $ 33,087
  Capital expenditures.........................................          39,146                11,421
  Number of advertising displays(5)............................          96,528                96,528
 
  Ratio of EBITDA to cash interest expense(6)..................           1.94x                    --
  Ratio of total debt to EBITDA(6).............................           5.96x                    --
</TABLE>
 
<TABLE>
<CAPTION>
                                                                           AS OF MARCH 31, 1997
                                                                  ---------------------------------------
                                                                       ACTUAL               PRO FORMA
                                                                  -----------------      ----------------
<S>                                                               <C>                    <C>
BALANCE SHEET DATA:
  Working capital..............................................      $    25,601            $   49,804
  Total assets.................................................        1,038,845             2,279,525
  Total debt(7)................................................          706,428             1,531,053
  Stockholders' equity.........................................          288,456               673,928
</TABLE>
 
                                           (see footnotes on the following page)
 
                                       11
<PAGE>   16
 
    NOTES TO SUMMARY UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
 
(1) If the 3M Media Acquisition is not consummated, net revenues would have been
    $390.1 million and $91.4 million, interest expense would have been $73.7
    million and $18.4 million and EBITDA would have been $155.4 million and
    $34.1 million, in each case for the year ended December 31, 1996 and the
    three months ended March 31, 1997, respectively.
 
(2) Net revenues are gross revenues minus agency commissions, plus other income
    of $12.8 million for the year ended December 31, 1996 and $4.4 million for
    the three months ended March 31, 1997.
 
(3) "EBITDA" is defined as operating income before depreciation and amortization
    expense and excludes the gain on the Denver Disposition. While EBITDA should
    not be considered in isolation or as a substitute for net income, cash flows
    from operating activities and other income or cash flow statement data
    prepared in accordance with generally accepted accounting principles, or as
    a measure of profitability or liquidity, management understands that it is
    widely used by certain investors as one measure to evaluate the financial
    performance of companies in the outdoor advertising industry.
 
(4) "EBITDA margin" is EBITDA stated as a percentage of net revenues.
 
(5) Does not include approximately 125,000 subway advertising display faces in
    New York City.
 
(6) The ratio of total debt to EBITDA reflects the pro forma total debt as of
    March 31, 1997 divided by the year ended December 31, 1996 EBITDA. If the 3M
    Media Acquisition is not consummated, the ratio of EBITDA to cash interest
    expense and the ratio of total debt to EBITDA would have been 2.28x and
    4.80x, respectively, in each case for the year ended December 31, 1996.
 
(7) If the 3M Media Acquisition is not consummated, pro forma total debt as of
    March 31, 1997 would have been $746.0 million.
 
                                       12
<PAGE>   17
 
                 SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
                             (DOLLARS IN THOUSANDS)
 
     The following table sets forth summary historical financial data for the
Company and 3M Media for the periods indicated. The information presented below
is qualified in its entirety by, and should be read in conjunction with,
"Management's Discussion and Analysis of Results of Operations and Financial
Condition," "Selected Consolidated Financial and Other Data" and the
consolidated financial statements and notes thereto of the Company and the
financial statements and notes thereto of 3M Media contained herein.
 
<TABLE>
<CAPTION>
                                                                                                      THREE MONTHS ENDED
                                                                YEARS ENDED DECEMBER 31,                   MARCH 31,
                                                         --------------------------------------    ------------------------
                  OUTDOOR SYSTEMS(1)                        1994          1995          1996          1996          1997
-------------------------------------------------------  ----------    ----------    ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>           <C>           <C>
STATEMENT OF OPERATIONS DATA:
  Net revenues(2)......................................  $   52,077    $   64,813    $  173,116    $   16,945    $   80,080
  Operating expenses:
    Direct advertising.................................      24,433        30,462        87,593         7,859        44,615
    General and administrative.........................       3,357         4,096        13,458         1,078         6,717
    Depreciation and amortization......................       9,165         9,970        22,384         2,561        11,635
  Gain on 1994 disposal and the Denver Disposition.....       4,325            --         7,344            --            --
  Operating income.....................................      19,447        20,285        57,025         5,447        17,113
  Interest expense.....................................      16,393        17,199        32,489         4,152        15,922
  Income before extraordinary loss(3)..................       1,333         2,768        14,336           777           691
  Net income (loss)(3).................................       1,333         2,768        (3,444)          777           691
 
OTHER DATA:
  EBITDA(4)............................................  $   24,287    $   30,255    $   72,065    $    8,008    $   28,748
  EBITDA margin(5).....................................       46.6%         46.7%         41.6%         47.3%         35.9%
  Capital expenditures.................................  $    4,924    $    7,070    $    9,046    $    1,194    $    5,140
  Number of advertising displays.......................      11,900        12,700        61,600(6)     12,700        63,900(6)
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                                      THREE MONTHS ENDED
                                                                YEARS ENDED DECEMBER 31,                   MARCH 31,
                                                         --------------------------------------    ------------------------
                       3M MEDIA                             1994          1995          1996          1996          1997
-------------------------------------------------------  ----------    ----------    ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>           <C>           <C>
INCOME STATEMENT DATA:
  Net revenues(2)......................................  $  196,948    $  205,418    $  211,310    $   49,261    $   49,505
                                                         ----------    ----------    ----------    ----------    ----------
  Operating expenses:
    Direct advertising(7)..............................     131,422       137,131       139,223        35,007        33,197
    General and administrative.........................      12,024        11,790        12,406         2,912         3,139
    Depreciation and amortization......................      18,061        17,144        15,382         3,857         3,785
    Loss (gain) on disposal of property and
      equipment........................................         343          (806)           21          (638)         (395)
                                                         ----------    ----------    ----------    ----------    ----------
  Operating income.....................................  $   35,098    $   40,159    $   44,278    $    8,123    $    9,779
                                                         ==========    ==========    ==========    ==========    ==========
</TABLE>
 
                                           (see footnotes on the following page)
 
                                       13
<PAGE>   18
 
             NOTES TO SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
 
 (1) During 1996, the Company completed certain acquisitions, including the
     Gannett Outdoor Acquisition on August 22, 1996. See "--Recent
     Developments." In addition, in 1994 the Company completed certain
     acquisitions and dispositions. Accordingly, operating results are not
     necessarily comparable on a year-to-year basis.
 (2) Net revenues are gross revenues minus agency commissions and for the
     Company include other income of $1.0 million, $0.4 million and $6.1 million
     for the years ended December 31, 1994, 1995 and 1996, and $0 and $2.9
     million for the three months ended March 31, 1996 and 1997, respectively.
 (3) Deferred financing costs of $17.8 million associated with the early
     redemption of borrowings were charged as an extraordinary loss during 1996.
 (4) "EBITDA" is defined as operating income before depreciation and
     amortization expense and, in 1994 and 1996, before the gain on the 1994
     disposal and the Denver Disposition, respectively. While EBITDA should not
     be considered in isolation or as a substitute for net income, cash flows
     from operating activities and other income or cash flow statement data
     prepared in accordance with generally accepted accounting principles, or as
     a measure of profitability or liquidity, management understands that it is
     widely used by certain investors as one measure to evaluate the financial
     performance of companies in the outdoor advertising industry.
 (5) "EBITDA margin" is EBITDA stated as a percentage of net revenues.
 (6) Does not include approximately 125,000 subway advertising display faces in
     New York City and the Van Wagner Acquisition and the 3M Media Acquisition
     and, with respect to the year ended December 31, 1996, does not give effect
     to the Completed 1997 Acquisitions.
 (7) Direct advertising expenses for 3M Media include direct advertising and
     selling and marketing expenses.
 
                                       14
<PAGE>   19
 
                                  RISK FACTORS
 
     In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an exchange of or
investment in the Notes. Holders of Existing Notes and prospective purchasers of
Exchange Notes should carefully consider these risk factors, as well as the
other information set forth elsewhere in this Prospectus, in making any decision
in connection with the Exchange Offer or to otherwise acquire Exchange Notes.
For a discussion of certain potential tax consequences of such investment, see
"Certain Federal Income Tax Considerations."
 
     Substantial Leverage.  Upon completion of the 3M Media Acquisition and the
Bank Financing, the Company's total indebtedness will be approximately $1.5
billion, representing approximately 69% of total capitalization. There can be no
assurance that the Company will have adequate cash available to make required
principal and interest payments. In addition, the terms of the Senior Credit
Facility and of the indenture governing the 1996 Notes (the "1996 Notes
Indenture") include, and the Indenture will include, significant operating and
financial restrictions, such as limits on the Company's ability to incur
indebtedness, create liens, sell assets, engage in mergers or consolidations,
make investments and pay dividends.
 
     The Company's high degree of leverage may have important consequences for
the Company: (i) the ability of the Company to obtain additional financing for
acquisitions, working capital, capital expenditures or other purposes, if
necessary, may be impaired or such financing may not be available on terms
favorable to the Company; (ii) a substantial portion of the Company's cash flow
will be used to pay the Company's interest expense and under certain conditions
to repay indebtedness, which will reduce the funds that would otherwise be
available to the Company for its operations and future business opportunities;
(iii) a substantial decrease in net operating cash flows or an increase in
expenses of the Company could make it difficult for the Company to meet its debt
service requirements and force it to modify its operations; (iv) the Company may
be more highly leveraged than its competitors, which may place it at a
competitive disadvantage; and (v) the Company's high degree of leverage may make
it more vulnerable to a downturn in its business or the economy generally. Any
inability of the Company to service its indebtedness or obtain additional
financing, as needed, would have a material adverse effect on the Company.
 
     The Company's ability to pay interest and principal on its debt obligations
will depend upon its future operating performance, which will be affected by
prevailing economic conditions and financial, business and other factors,
certain of which are beyond its control. The Company anticipates that its
operating cash flow, together with borrowings under the Senior Credit Facility,
will be sufficient to meet its operating expenses and to service its debt
requirements as they become due. However, if the Company is unable to service
its indebtedness, whether upon acceleration of such indebtedness or in the
ordinary course of business, the Company will be forced to pursue one or more
alternative strategies such as selling assets, restructuring or refinancing its
indebtedness, or seeking additional equity capital. There can be no assurance
that any of these strategies could be effected on satisfactory terms, if at all.
See "Management's Discussion and Analysis of Results of Operations and Financial
Condition -- Liquidity and Capital Resources."
 
     Subordination.  The Notes are unsecured and subordinated to the prior
payment in full of all Senior Indebtedness (as defined herein) whether existing
at the time of issuance of the Notes or thereafter incurred. As of March 31,
1997, on a pro forma basis, after giving effect to the 3M Media Acquisition, the
Van Wagner Acquisition, the Bank Financing and the Offerings, the aggregate
outstanding principal amount of all Senior Indebtedness would have been
approximately $785.1 million. The indebtedness under the Senior Credit Facility
is secured by a first priority lien on substantially all of the assets of the
Company now owned or hereafter acquired and is guaranteed by the Guarantors. The
guarantees of the Senior Credit Facility are secured by a first priority lien on
substantially all of the assets of the respective Guarantors now owned or
acquired later. In the event of a bankruptcy, liquidation or reorganization of
the Company, the assets of the Company will be available to pay obligations on
the Notes and the 1996 Notes only after all Senior Indebtedness has been paid in
full, and there may not be sufficient assets remaining to pay amounts due on any
or all of the Notes and the 1996 Notes. In addition, the Company may not pay
principal or premium, if any, or interest on the Notes if any Senior
Indebtedness is not paid when due or any other default on any Senior
Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated
in accordance with its terms,
 
                                       15
<PAGE>   20
 
unless in either case, such amount has been paid in full or the default has been
cured or waived and such acceleration has been rescinded. In addition, if any
default occurs with respect to certain Senior Indebtedness and certain other
conditions are satisfied, the Company may not make any payments on the Notes for
a designated period of time.
 
     The Company's Canadian subsidiaries have not guaranteed the Company's
obligations under the Notes. The rights of the Company and its creditors,
including the holders of the Notes, to realize upon the assets of such
subsidiaries in the event of any such subsidiaries' liquidation or
reorganization (and the consequent right of holders of the Notes to participate
in those assets) are subject to the prior claims of such subsidiaries'
creditors, including the lenders under the Senior Credit Facility, except to the
extent that the Company may itself be a creditor with recognized claims against
any such subsidiaries. In such case, the Company's claim would still be
subordinate to any security interests in the assets of such subsidiaries and any
indebtedness of such subsidiaries which is senior to the claims of the Company.
The Company's Canadian subsidiaries' borrowings under the Senior Credit Facility
are secured by substantially all of the assets of such subsidiaries. See
"Description of Senior Credit Facility."
 
     Restrictive Debt Covenants.  The Senior Credit Facility contains a number
of significant covenants that, among other things, restrict the ability of the
Company to: (i) incur indebtedness; (ii) incur liens or guarantee obligations;
(iii) enter into mergers or consolidations or liquidate, wind up or otherwise
dispose of all or substantially all of its property, or make any material change
in its method of conducting business; (iv) with certain exceptions, sell or
otherwise dispose of property, business or assets; (v) declare or pay dividends
or distributions or purchase or redeem any shares of capital stock or pay
interest on subordinated indebtedness in cash at a rate per annum greater than
15% or in any other form at a rate per annum greater than 20%; (vi) make capital
expenditures; (vii) make loans or investments; (viii) make optional payments or
prepay or redeem indebtedness or amend or modify payment terms or interest on
indebtedness; (ix) enter into transactions with affiliates; (x) enter into sale
and leaseback arrangements; (xi) alter the business it conducts; or (xii) enter
into agreements prohibiting or limiting its ability to create liens upon its
assets or revenues to secure the obligations under the Senior Credit Facility.
In addition, under the Senior Credit Facility, the Company is required to comply
with financial covenants with respect to a maximum total leverage ratio and
senior leverage ratio and a minimum interest coverage ratio and fixed charge
coverage ratio. If the Company were unable to borrow under the Senior Credit
Facility due to a default, it could be left without sufficient liquidity.
 
     Fraudulent Conveyance Considerations.  Management of the Company believes
that the indebtedness of the Company represented by the Notes, and the
indebtedness of Guarantors under the Guarantees have been incurred for proper
purposes and in good faith, and that, based on present forecasts, asset
valuations and other financial information, the Company and each of the
Guarantors, after giving effect to the incurrence of the Notes, are solvent,
have sufficient capital for carrying on their business and are able to pay their
debts as they mature. Notwithstanding management's belief, if a court of
competent jurisdiction in a suit by an unpaid creditor or a representative of
creditors (such as a trustee in bankruptcy or a debtor-in-possession) were to
find that the Company (or any Guarantor) did not receive fair consideration or
reasonably equivalent value for incurring the Notes (or the Guarantee) or any
debt being refinanced thereby and, at the time of the incurrence of the Notes
(or the Guarantee) or such indebtedness, the Company (or such Guarantor), was
insolvent, was rendered insolvent by reason of such incurrence, was engaged in a
business or transaction for which its remaining assets constituted unreasonably
small capital, intended to incur, or believed that it would incur, debts beyond
its ability to pay as such debts matured, or intended to hinder, delay or
defraud its creditors, such court could avoid such indebtedness. A possible
consequence of such avoidance would be the subordination of the indebtedness
represented by the Notes or the respective Guarantees to existing and future
indebtedness of the respective Guarantors. Another possible consequence would be
the effective abrogation of the Guarantees. The measure of insolvency for
purposes of the foregoing will vary depending upon the law of the relevant
jurisdiction. Generally, however, a company would be considered insolvent for
purposes of the foregoing if the present fair saleable value of the company's
assets is less than the amount that will be required to pay its probable
liability on existing debts as they become absolute and mature. In rendering its
opinion on
 
                                       16
<PAGE>   21
 
the validity of the Notes, counsel for each of the Company and the Initial
Purchasers have expressed no opinion as to federal or state laws relating to
fraudulent transfers.
 
     Change of Control.  In the event of a Change of Control, the Company will
be required to offer to repurchase all of the outstanding Notes at 101% of the
principal amount thereof plus any accrued and unpaid interest thereon to the
date of the purchase. A Change of Control under the Indenture will result in a
default under the Senior Credit Facility and will constitute a change of control
under the 1996 Notes Indenture. The exercise by the holders of the Notes of
their right to require the Company to repurchase the Notes upon a Change of
Control could also cause a default under other indebtedness of the Company, even
if the Change of Control itself does not, because of the financial effect of
such repurchase on the Company. The Company's ability to pay cash to the holders
of the Notes upon a repurchase may be limited by the Company's then existing
financial resources. There can be no assurance that in the event of a Change of
Control, the Company will have, or will have access to, sufficient funds or will
be contractually permitted under the terms of outstanding indebtedness to pay
the required purchase price for all Notes tendered by holders upon a Change of
Control. See "Description of the Notes -- Change of Control Offer" and
"Description of Senior Credit Facility."
 
     Possible Non-Consummation of the 3M Media Acquisition.  The consummation of
the 3M Media Acquisition is subject to various conditions, including clearance
under the HSR Act. There is no assurance that the 3M Media Acquisition will be
consummated or that it will not be delayed due to required antitrust clearance
or other factors. The Company believes that DOJ clearance will be forthcoming,
but there can be no assurance that this will be the case. In order to obtain
such clearance, it is likely that the Company will be required to divest assets
in certain markets in which both the Company and 3M Media currently conduct
business. There can be no assurance that the purchase price payable in respect
of any such divestiture will be comparable to the purchase price paid for such
assets in the 3M Media Acquisition. Any such divestitures, as well as other
conditions which may be imposed in connection with the antitrust clearance, may
adversely affect the operations of the Company and may reduce the expected
return from the 3M Media Acquisition. If the Company is unable to consummate the
3M Media Acquisition because of failure to receive antitrust clearance or
otherwise, the Company will forfeit a $20 million purchase price deposit and may
become subject to claims for damages for breach of its obligations under the 3M
Media Acquisition Agreement. Furthermore, if the Company is unable to consummate
the 3M Media Acquisition, the Company will have excess cash on hand of
approximately $228.2 million as a result of the Offering. Pending the Company's
use of such excess cash on strategic acquisition opportunities and for general
corporate purposes, the Company will invest a substantial portion thereof in
government securities and cash equivalents. The Company estimates that, based
upon current interest rates, interest expense on the Notes will exceed interest
income on such government securities and cash equivalents. Such a "negative
spread" would have an adverse effect on the Company's results of operations.
 
     Challenges of Business Integration.  The Company faces significant
challenges in integrating the operations of the Acquisitions with those of the
Company. The continued integration of Gannett Outdoor and the integration of 3M
Media will require substantial attention from the Company's management team.
Diversion of management attention from the Company's existing business could
have an adverse impact on the revenues and operating results of the Company.
There can be no assurance that the Company will be able to successfully
integrate the operations of the Acquisitions with those of the Company. In
addition, 3M Media and Van Wagner have historically operated with higher cost
structures than that of the Company and the pro forma financial statements
assume that the Company will be able to achieve significant cost reductions
following the closing of the 3M Media Acquisition and the Van Wagner
Acquisition, including cost reductions associated with employee reductions. The
Company could face regulatory, contractual and other restrictions on its ability
to implement the cost reductions. There can be no assurance that the Company
will be successful in reducing the overhead and other costs associated with 3M
Media and Van Wagner or other acquisitions, or that realization of such cost
reductions will not be delayed. In addition, to the extent that the Company is
successful in achieving part or all of such cost reductions, there can be no
assurance that the reductions will not have a material adverse effect on the
business of the Company.
 
                                       17
<PAGE>   22
 
     Restrictions on Tobacco Advertising.  Tobacco revenues have historically
accounted for a significant portion of outdoor advertising revenues. Beginning
in 1992, the leading tobacco companies substantially reduced their domestic
advertising expenditures in response to a declining population of smokers in the
United States, societal pressures to reduce advertising, consolidation in the
tobacco industry and increasing price competition from generic products. Tobacco
advertising accounted for 8.2% of the net revenues for the Company and 5.9% of
the aggregate net revenues for 3M Media and Van Wagner for fiscal 1996. In
addition, the Food and Drug Administration recently promulgated rules which,
among other things, would limit certain types of outdoor advertising by tobacco
companies. While certain of these regulations have been declared invalid by a
lower court ruling, appeals are likely and there can be no assurance that
further developments resulting in a validation or implementation of these or
similar regulations will not occur. Outdoor advertising of tobacco products also
may be affected by city or state regulations. For example, in 1995, the Court of
Appeals for the Fourth Circuit upheld the validity of a Baltimore city ordinance
restricting the placement of outdoor advertisements of cigarettes and alcohol in
publicly visible locations, such as billboards, signboards and sides of
buildings. Subsequently, the United States Supreme Court declined to review an
appeal of the case. In addition, the City Council of New York City, following
the Baltimore ordinance, introduced legislation to ban outdoor tobacco
advertising near schools and other locations where children are likely to
assemble. Restrictions similar to the Baltimore ordinance are also being
contemplated or introduced in other states or municipalities around the country,
including New Jersey and Los Angeles. While Baltimore is not a municipality in
which the Company conducts business, there can be no assurance that additional
local or state governments will not enact similar ordinances or statutes to
limit outdoor advertising of tobacco in the future in markets in which the
Company operates.
 
     It also recently has been reported that certain cigarette manufacturers who
are defendants in numerous class action suits throughout the United States have
reached agreement with Attorneys General of various states for an out of court
settlement with respect to such suits that would, among other things, prohibit
all outdoor advertising by the tobacco industry. The settlement is subject to
various conditions, including approval and implementing legislation by the
United States Congress. There can be no assurance as to the effect of this
settlement agreement and potential legislation on the Company's business and on
its net revenues and financial position. A reduction in billboard advertising by
the tobacco industry would cause an immediate reduction in the Company's direct
revenue from such advertisers and would simultaneously increase the available
space on the existing inventory of billboards in the outdoor advertising
industry. This could in turn result in a lowering of outdoor advertising rates
in each of the Company's outdoor advertising markets or limit the ability of
industry participants to increase rates for some period of time. Any such
consequence could have a material adverse effect on the Company.
 
     Economic Conditions; Advertising Trends.  The Company relies on sales of
advertising space for its revenues and its operating results therefore are
affected by general economic conditions, as well as trends in the advertising
industry. A reduction in advertising expenditures available for the Company's
displays could result from a general decline in economic conditions, a decline
in economic conditions in particular markets where the Company conducts business
or a reallocation of advertising expenditures to other available media by
significant users of the Company's displays. The Company has benefitted from
special events in the past, such as the 1996 Olympic Games in Atlanta. However,
there can be no assurance that the Company will continue to benefit to the same
degree in the future from special events, and results in a particular market,
year or period could be adversely affected by the lack of such special events.
 
     Reliance on Key Executives.  The Company's success depends to a significant
extent upon the continued services of its executive officers and other key
management and sales personnel, in particular its President and Chief Executive
Officer, Arthur R. Moreno, and its Senior Vice President of Sales, Wally C.
Kelly. Although the Company has designed its incentive and compensation programs
to retain key employees, including options to purchase shares of Common Stock
(certain of which are subject to forfeiture in the event the recipients violate
non-competition clauses included therein), the Company has no employment
contracts with any of its employees, and none of its employees are bound by
non-competition agreements. The unavailability of the continuing services of its
executive officers and other key management and sales personnel could have a
material adverse effect on the Company's business.
 
                                       18
<PAGE>   23
 
     Increase in Interest Rates.  All of the indebtedness under the Senior
Credit Facility, as expected to be amended, will bear interest at variable
rates. While the Company will be required by the Senior Credit Facility, as
expected to be amended, to enter into interest rate cap agreements to reduce its
exposure to increases in such interest rates with respect to a portion of its
indebtedness, such agreements will not apply to the Company's entire variable
rate debt and, therefore, will not entirely eliminate the Company's exposure to
variable rates. Any increase in the interest rates on the Company's indebtedness
will reduce funds available to the Company for its operations and future
business opportunities and will exacerbate the consequences of the Company's
leveraged capital structure. See "Description of Senior Credit Facility."
 
     Acquisition Strategy.  The Company's growth has been facilitated by
strategic acquisitions that have substantially increased the Company's inventory
of advertising display faces, and the Company intends to continue to pursue such
acquisitions. While the Company believes that the outdoor advertising industry
is highly fragmented and that significant acquisition opportunities are
available, there can be no assurance that suitable acquisition candidates can be
found, and the Company is likely to face competition from other outdoor
advertising companies or other parties for acquisition opportunities that are
available. In addition, if the prices sought by sellers of outdoor advertising
displays and companies continue to rise, as management believes may happen, the
Company may find fewer acceptable acquisition opportunities. The Company's
indebtedness will increase as a result of the 3M Media Acquisition and debt
covenants may constrain the Company's ability to complete significant
acquisitions in the future. There can be no assurance that the Company will have
sufficient capital resources to complete acquisitions, that acquisitions can be
completed on terms acceptable to the Company, or that any acquisitions that are
completed can be successfully integrated into the Company. The process of
integrating such acquired businesses may involve unforeseen difficulties and may
utilize a significant portion of the Company's financial, managerial and other
resources.
 
     Competition.  The Company faces competition for advertising revenues from
other outdoor advertising companies, as well as from other media such as radio,
television, print media and direct mail marketing. The Company also competes
with a wide variety of other "out-of-home" advertising media, the range and
diversity of which has increased substantially over the past several years to
include advertising displays in shopping centers and malls, airports, stadiums,
movie theaters and supermarkets, and on taxis, trains, buses and subways. Some
of the Company's competitors, principally in other media such as radio and
television, are substantially larger, better capitalized and have access to
greater resources than the Company. There can be no assurance that outdoor
advertising media will be able to compete with other types of media, or that the
Company will be able to compete successfully either within the outdoor
advertising industry or with other media.
 
     Regulation of Outdoor Advertising.  Outdoor advertising displays are
subject to governmental regulation at the federal, state and local levels. These
regulations, in some cases, limit the height, size, location and operation of
billboards and, in limited circumstances, regulate the content of the
advertising copy displayed on the billboards. Some governmental regulations
prohibit the construction of new billboards or the replacement, relocation,
enlargement, material repair, material alteration or upgrading of existing
structures. Some local government entities, including municipalities or
townships in Denver, Houston, Jacksonville, Kansas City and St. Louis, have
adopted amortization ordinances or regulations under which, after the expiration
of a specified period of time, certain billboards must be removed at the owner's
expense and without the payment of compensation. Ordinances requiring the
removal of a billboard without compensation, whether through amortization or
otherwise, are being challenged in various state and federal courts with
conflicting results. To date, regulations in the Company's markets have not
materially adversely affected its operations. However, no assurance can be given
as to the effect on the Company of existing laws and regulations or of new laws
and regulations that may be adopted in the future.
 
     Because outdoor advertising displays are typically located adjacent to
roads and highways, they are also subject to the risk of being removed through
condemnation actions or other actions by governmental entities in the event of
road or highway improvement or expansion projects. While compensation is
generally available for such actions, there can be no assurance that the Company
would be permitted to relocate these displays under existing state and local
regulations.
 
                                       19
<PAGE>   24
 
     In recent years, there have been efforts to restrict billboard advertising
of certain products, including tobacco and alcohol. Congress has passed no
legislation at the federal level except legislation requiring health hazard
warnings similar to those on cigarette packages and print advertisements.
Certain states in which the Company operates have historically prohibited the
outdoor advertising of distilled spirits. In California, transit shelter
advertising posters are maintained on public rights of way, and most of the
contracts prohibit tobacco and/or alcohol advertising. San Francisco has adopted
an ordinance banning all tobacco and alcohol advertising on public property, but
has "grandfathered" Gannett Outdoor's existing contract through 2002. For each
of the past three years, the California legislature has considered proposed
legislation which would ban, or substantially limit, all outdoor advertising of
tobacco. While that legislation has not been passed, the proponents have
publicly stated they will continue to attempt to have such proposals enacted. It
is uncertain whether additional legislation of this type will be enacted at the
national level or in any of the markets in which the Company operates.
 
     Outdoor advertising in Canada is subject to regulation at the federal,
provincial and municipal levels. These regulations may prohibit advertising of
certain products on outdoor signs in certain locations. For example, in Ontario,
billboards and posters advertising liquor may not be placed within 200 meters of
a primary or secondary school. Additionally, Canadian federal legislation was
enacted in April, 1997, which effectively prohibits substantially all outdoor
tobacco advertising. While a challenge to this legislation is being made, there
can be no assurance that such challenge will be successful.
 
     A reduction in billboard advertising by the tobacco and alcohol industries
in the United States or Canada would cause a reduction in the Company's direct
revenue from such advertisers. Such a reduction would increase the available
space on the existing inventory of billboards in the outdoor advertising
industry and could result in a reduction of outdoor advertising rates in markets
affected by this type of legislation.
 
     Transit Business.  A portion of the business acquired from Gannett Outdoor
(pro forma net revenues of approximately $31.4 million in 1996) consists of
revenues under contracts for the operation of display faces on bus shelters and
in subway stations and subways in the City of New York. Most of these contracts
are subject to termination upon short notice by the applicable governmental
authority, include letter of credit and other requirements obligating the
Company to fund and meet certain minimum payment requirements to the
governmental authority and erect and maintain shelters in the applicable
jurisdiction, and contain other performance obligations which are imposed on the
Company. In addition, upon scheduled termination of such contract, the Company
must meet competitive bidding and other requirements for renewal. There can be
no assurance that these various obligations and conditions will not adversely
affect the Company or that the Company will be awarded renewals in the future.
The subway business in New York historically has generated relatively low
operating margins and there can be no assurance that the Company will be able to
improve the performance of this business.
 
     Environmental Matters.  As the owner, lessee or operator of various real
properties and facilities, the Company is subject to various federal, state and
local environmental laws and regulations. To date, compliance with such laws and
regulations has not had a material adverse effect on the historical business of
the Company. However, a number of the properties acquired in the Completed
Acquisitions or to be acquired in the 3M Media Acquisition have existing
environmental conditions relating primarily to underground storage tanks for
which the Company has assumed responsibility. In addition, certain properties
and facilities are on, in the vicinity of, or classified as, hazardous waste
sites (including Superfund sites). Of the properties adjacent to Superfund sites
or in the vicinity of hazardous waste sites, at least one is believed to be
contaminated by such site. There can be no assurance that environmental
conditions will not create greater costs than currently expected or that
compliance with existing or new environmental laws or regulations will not
require the Company to make significant expenditures in the future, all of which
could adversely affect the Company.
 
     Seasonality.  The Company's revenues and operating results have exhibited
some degree of seasonality in past periods. Typically, the Company experiences
its strongest financial performance in the fourth quarter and its lowest
revenues in the first quarter. The Company expects this trend to continue in the
future. Because a significant portion of the Company's expenses are fixed, a
reduction in revenues in any quarter is likely to result in a period-to-period
decline in operating performance and net income.
 
                                       20
<PAGE>   25
 
     Control by Executive Officers and Directors.  The Company's executive
officers, directors and their respective affiliates beneficially own (including
for this purpose options exercisable within 60 days after the date of this
Prospectus and shares over which such persons have voting control) approximately
34.9% of the outstanding shares of Common Stock. Such persons, if acting
together, would have sufficient voting power to control the outcome of corporate
actions submitted to the stockholders for approval and to control the management
and affairs of the Company, including the election of the Board of Directors of
the Company. As a result of such control, certain transactions may not be
possible without the approval of such stockholders, including proxy contests,
mergers involving the Company and tender offers or other purchases of Common
Stock that could give stockholders of the Company the opportunity to realize a
premium over the then-prevailing market price for their shares of Common Stock.
See "Principal Stockholders."
 
     Nature of Acquisition Agreements; Limited Recourse to Sellers.  The
representations and warranties made by 3M in connection with the 3M Media
Acquisition relating to the assets to be acquired and the associated indemnities
are limited and qualified. The Company's recourse to 3M is extremely limited.
Agreements related to other acquisitions, including the Gannett Outdoor
Acquisition, have been, and agreements for future acquisitions may be, similar
to the 3M Media and Gannett Outdoor acquisition agreements with respect to
representations, warranties and indemnification provisions. Accordingly,
unanticipated events or liabilities related to the Gannett Outdoor and 3M Media
businesses or other businesses acquired or that may be acquired in the future
could materially and adversely affect the Company.
 
     Absence of Public Market for the Notes.  Prior to the Exchange Offer, there
has been no public market for the Existing Notes, although the Existing Notes
are eligible for trading in PORTAL by "qualified institutional buyers" as
defined in Rule 144A under the Securities Act ("QIBs"). The Initial Purchasers
have acted as market makers for the Existing Notes and have advised the Company
that they currently intend to make a market in the Exchange Notes. However, the
Initial Purchasers are not obligated to do so and any market making may be
discontinued at any time without notice. The Company does not intend to apply
for listing of the Exchange Notes on any securities exchange or for quotation of
the Exchange Notes through any automated quotation system. Accordingly, there
can be no assurance that an active public market for the Exchange Notes will
develop and as to the liquidity of any markets that may develop, the ability of
holders of Exchange Notes to sell their Exchange Notes or the price at which
holders would be able to sell their Exchange Notes.
 
     Adverse Consequences of Failure to Adhere to Exchange Offer
Procedures.  Issuance of the Exchange Notes in exchange for Existing Notes
pursuant to the Exchange Offer will be made only after a timely receipt by the
Exchange Agent of such Existing Notes, a properly completed and duly executed
Letter of Transmittal and all other required documents. Therefore, holders of
Existing Notes desiring to tender such Existing Notes in exchange for Exchange
Notes should allow sufficient time to ensure timely delivery. Neither the
Company nor the Exchange Agent is under any duty to give notification of defects
or irregularities with respect to the tenders of Existing Notes for exchange.
Existing Notes that are not tendered or are tendered but not accepted will,
following the consummation of the Exchange Offer, continue to be subject to the
existing restrictions upon transfer thereof and, upon consummation of the
Exchange Offer, certain registration rights under the Exchange Offer
Registration Rights Agreement will terminate.
 
     Receipt of Restricted Securities under Certain Circumstances.  Any holder
of Existing Notes who tenders in the Exchange Offer for the purpose of
participating in a distribution of the Exchange Notes may be deemed to have
received restricted securities and, if so, will be required to comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. See "The Exchange Offer -- Consequences
of Failure to Exchange; Resales of Exchange Notes."
 
     Adverse Effect on Market for Existing Notes.  To the extent that Existing
Notes are tendered and accepted in the Exchange Offer, the trading market for
the untendered and tendered but unaccepted Existing Notes could be adversely
affected. See "The Exchange Offer."
 
                                       21
<PAGE>   26
 
                                USE OF PROCEEDS
 
     The Company will not receive any proceeds from the Exchange Offer. The net
proceeds to the Company from the sale of the Notes in the Offering was
approximately $485.8 million, after deducting Initial Purchasers' discount and
offering expenses.
 
     The Company intends to use such proceeds to pay a portion of the purchase
price of the 3M Media Acquisition. Pending completion of the 3M Media
Acquisition, the Company has used approximately $187.0 million of such net
proceeds to reduce indebtedness outstanding under the Senior Credit Facility and
has invested the balance of such proceeds in short-term interest bearing
securities. If the 3M Media Acquisition is not consummated, the Company will use
the net proceeds of the Offering to repay existing indebtedness under the Senior
Credit Facility, to finance strategic acquisitions and for general corporate
purposes. For information relating to the interest rates and maturities
applicable to borrowings under the Senior Credit Facility, see "Description of
Senior Credit Facility" herein.
 
                                 CAPITALIZATION
 
     The following table sets forth the consolidated capitalization of the
Company (i) as of March 31, 1997, (ii) as adjusted giving effect to the Van
Wagner Acquisition and the Common Stock Offering and (iii) pro forma giving
effect to the 3M Media Acquisition, the Bank Financing and the Offering. See
"Use of Proceeds" and "Unaudited Consolidated Pro Forma Financial Information."
 
<TABLE>
<CAPTION>
                                                                    AS OF MARCH 31, 1997
                                                       ----------------------------------------------
                                                        ACTUAL      AS ADJUSTED(1)      PRO FORMA(2)
                                                       --------     --------------     --------------
                                                                   (DOLLARS IN THOUSANDS)
<S>                                                    <C>          <C>                <C>
Current maturities of long-term debt.................  $ 31,700       $   31,700         $   31,700
                                                       --------       ----------         ----------
Long-term debt:
  Senior Credit Facility(3)..........................   424,667          225,922            753,372
  1996 Notes.........................................   250,000          250,000            250,000
  Notes, net of discount.............................        --               --            495,920
  Other..............................................        61               61                 61
                                                       --------       ----------         ----------
     Total long-term debt............................   674,728          475,983          1,499,353
                                                       --------       ----------         ----------
Common stockholders' equity:
  Common Stock, $0.01 par value......................       402              539                539
  Additional paid in capital.........................   316,988          709,096            709,096
  Accumulated deficit................................   (24,584)         (24,584)           (31,357)
  Treasury stock (at cost) 17,213,331 shares.........    (4,053)          (4,053)            (4,053)
  Foreign currency translation adjustment............      (297)            (297)              (297)
                                                       --------       ----------         ----------
     Total common stockholders' equity(4)............   288,456          680,701            673,928
                                                       --------       ----------         ----------
          Total capitalization.......................  $994,884       $1,188,384         $2,204,981
                                                       ========       ==========         ==========
</TABLE>
 
---------------
(1) As adjusted to give effect to the Van Wagner Acquisition, the Common Stock
    Offering and a $20.0 million non-refundable deposit for the 3M Media
    Acquisition.
 
(2) Pro forma to give effect to the 3M Media Acquisition, the Bank Financing and
    the Offering.
 
(3) If the 3M Media Acquisition is not consummated, the Company intends to use
    the net proceeds of the Offering to repay amounts outstanding under the
    Senior Credit Facility, to finance strategic acquisitions and for general
    corporate purposes. In such case, on a pro forma basis, there would be no
    amounts outstanding under the Senior Credit Facility as of March 31, 1997.
 
(4) Actual amounts exclude 9,654,746 shares of Common Stock issuable upon
    exercise of options outstanding at March 31, 1997, of which 6,988,821 were
    exercisable, and 372,588 shares of Common Stock issuable in settlement of
    Incentive Units outstanding at March 31, 1997. Pro forma amounts reflect the
    exercise of options to purchase 262,500 shares of Common Stock sold by one
    of the selling stockholders in the Common Stock Offering.
 
                                       22
<PAGE>   27
 
             UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION
 
     The following unaudited consolidated pro forma statement of operations
combines the historical financial information of the Company and the businesses
acquired and to be acquired in the Acquisitions for the year ended December 31,
1996 and the three month period ended March 31, 1997 giving effect to (i) the
Bank Financing, (ii) the net reduction in operating expenses associated with the
Acquisitions and (iii) the Offerings, as if such events had occurred at the
beginning of the period. The unaudited consolidated pro forma balance sheet as
of March 31, 1997 has been prepared as if the 3M Media Acquisition, the Van
Wagner Acquisition, the Bank Financing and the Offerings had occurred on March
31, 1997.
 
     The detailed assumptions used to prepare the unaudited consolidated pro
forma financial information are contained in the notes to unaudited consolidated
pro forma financial information. The unaudited consolidated pro forma financial
information reflects the use of the purchase method of accounting for the
Acquisitions.
 
     Pro forma adjustments for the Acquisitions are based upon preliminary
estimates, available information and certain assumptions that the management of
the Company deems appropriate. Final adjustments may differ from the pro forma
adjustments presented herein. The unaudited consolidated pro forma financial
information does not purport to represent the results of operations or the
financial position of the Company that actually would have resulted had the
Acquisitions occurred as of the dates indicated, nor should it be taken as
indicative of the future results of the operations or future financial position
of the Company. The unaudited consolidated pro forma financial information
should be read in conjunction with the notes to unaudited consolidated pro forma
financial information and the separate historical financial statements and notes
thereto of the Company and 3M Media which are contained elsewhere herein.
 
                                       23
<PAGE>   28
 
                             OUTDOOR SYSTEMS, INC.
 
                 UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET
                              AS OF MARCH 31, 1997
                             (DOLLARS IN THOUSANDS)
 
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                                    HISTORICAL
                                                      ---------------------------------------    PRO FORMA
                                                                    VAN WAGNER     3M MEDIA     ACQUISITIONS        TOTAL
                                                        COMPANY     ACQUISITION  ACQUISITION    ADJUSTMENTS       PRO FORMA
                                                      -----------   ----------   ------------   ------------      ----------
<S>                                                   <C>           <C>          <C>            <C>               <C>
CURRENT ASSETS......................................  $    95,471    $  7,985      $ 46,771      $       30 (1)   $  150,257
PROPERTY AND EQUIPMENT -- Net.......................      849,653       7,978       128,771         675,123 (1)    1,661,525
INTANGIBLE ASSETS -- Net............................       60,825      12,288            --         331,200 (1)      404,313
DEFERRED FINANCING COSTS............................       23,157          --            --          33,763 (1)       45,632
                                                                                                    (11,288)(2)
OTHER ASSETS........................................        9,739      13,880         1,946           4,515 (2)       17,798
                                                                                                    (12,282)(1)
                                                      -----------    --------      --------      ----------       ----------
TOTAL...............................................  $ 1,038,845    $ 42,131      $177,488      $1,021,061       $2,279,525
                                                      ===========    ========      ========      ==========       ==========
 
                                            LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES.................................  $    69,870    $  9,489      $ 19,444      $   (3,850)(1)   $  100,453
                                                                                                      5,500 (1)
                                                      -----------    --------      --------      ----------       ----------
LONG-TERM DEBT:
  1993 Notes........................................           15          --            --              --               15
  Senior Credit Facility............................      424,667          --            --         328,705 (1)      753,372
  1996 Notes........................................      250,000          --            --              --          250,000
  Notes, net of discount............................           --          --            --         495,920 (1)      495,920
  Other.............................................           46      40,420            --         (40,420)(1)           46
                                                      -----------    --------      --------      ----------       ----------
    Total long-term debt............................      674,728      40,420            --         784,205        1,499,353
                                                      -----------    --------      --------      ----------       ----------
OTHER LONG-TERM LIABILITIES.........................        3,734       1,720            --          (1,720)(1)        3,734
                                                      -----------    --------      --------      ----------       ----------
DEFERRED INCOME TAXES...............................        2,057         110         9,763          (9,873)(1)        2,057
                                                      -----------    --------      --------      ----------       ----------
    Total liabilities...............................      750,389      51,739        29,207         774,262        1,605,597
                                                      -----------    --------      --------      ----------       ----------
NET ASSETS (LIABILITIES) TO BE ACQUIRED.............           --      (9,608)      148,281        (138,673)(1)           --
                                                      -----------    --------      --------      ----------       ----------
COMMON STOCKHOLDERS' EQUITY:
  Common stock......................................          402          --            --             137 (1)          539
  Additional paid-in capital........................      316,988          --            --         392,108 (1)      709,096
  Accumulated deficit...............................      (24,584)         --            --          (6,773)(2)      (31,357)
  Treasury stock at cost............................       (4,053)         --            --              --           (4,053)
  Foreign currency translation adjustment...........         (297)         --            --              --             (297)
                                                      -----------    --------      --------      ----------       ----------
    Total common stockholders' equity...............      288,456          --            --         385,472          673,928
                                                      -----------    --------      --------      ----------       ----------
TOTAL...............................................  $ 1,038,845    $ 42,131      $177,488      $1,021,061       $2,279,525
                                                      ===========    ========      ========      ==========       ==========
</TABLE>
 
                                       24
<PAGE>   29
 
                             OUTDOOR SYSTEMS, INC.
 
            NOTES TO UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET
                              AS OF MARCH 31, 1997
                             (DOLLARS IN THOUSANDS)
 
     The following explanations describe the assumptions used in determining the
pro forma adjustments necessary to present the pro forma financial position of
the Company after giving effect to the 3M Media Acquisition, the Van Wagner
Acquisition, the Bank Financing and the Offerings.
 
<TABLE>
<CAPTION>
                                                                                        DEBIT
                                                                                      (CREDIT)
                                                                                      ---------
<C>  <S>                                                                              <C>
 
  1. Entry records the 3M Media Acquisition, the Van Wagner Acquisition, the Bank
       Financing and the Offerings:
 
     Sale of 20,250,000 shares of Common Stock at $20.17 per share and the exercise
       of options to purchase 262,500 shares:
     Common Stock...................................................................  $    (137)
     Additional paid in capital.....................................................   (392,108)
     Increase of debt as follows:
     Senior Credit Facility.........................................................   (328,705)
     Notes..........................................................................   (495,920)
     Elimination of historical net assets (liabilities) of the 3M Media Acquisition
       and the Van Wagner Acquisition...............................................    138,673
     Change in assets and liabilities resulting from allocation of purchase price:
     Intangibles....................................................................    331,200
     Property and equipment.........................................................    675,123
     Increase in deferred financing costs...........................................     33,763
     Increase in current assets.....................................................         30
     Accrual for estimated severance costs related to the 3M Media Acquisition and
       the Van Wagner Acquisition...................................................     (5,500)
     Deferred income taxes..........................................................      9,873
     Assumption of long-term debt by Van Wagner selling shareholders................     40,420
     Assumption of current portion of long-term debt by Van Wagner selling
       shareholders.................................................................      3,850
     Assumption of liabilities by Van Wagner selling shareholders...................      1,720
     Joint venture assets retained by Van Wagner selling shareholders...............    (12,282)
                                                                                      ---------
                                                                                      $       0
                                                                                      =========
  2. Entry records the write-off of bridge commitment fees and the related tax
       effect:
 
     Write-off of deferred financing fees............................................  $(11,288)
     Tax effect at a blended rate of 40%.............................................     4,515
     Increase in accumulated deficit.................................................     6,773
                                                                                       --------
                                                                                       $      0
                                                                                       ========
</TABLE>
 
                                       25
<PAGE>   30
 
                             OUTDOOR SYSTEMS, INC.
 
            UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                     COMPLETED ACQUISITIONS
                                                        ------------------------------------------------
                                                                          GANNETT
                                                        VAN WAGNER        OUTDOOR             OTHER          3M MEDIA
                                            COMPANY     ACQUISITION    ACQUISITION(1)    TRANSACTIONS(2)    ACQUISITION
                                          -----------   -----------    --------------    ---------------    -----------
<S>                                       <C>           <C>            <C>               <C>                <C>
REVENUES:
 Outdoor advertising -- net.............  $   167,047     $29,894         $156,896           $23,447         $ 211,310
 Other income...........................        6,069         652              201             5,893                --
                                          -----------     -------         --------           -------          --------
       Net revenues.....................      173,116      30,546          157,097            29,340           211,310
                                          -----------     -------         --------           -------          --------
OPERATING EXPENSES:
 Direct advertising.....................       87,593      18,012          106,205            12,174           139,223
 General and administrative.............       13,458       4,502           22,126             6,942            12,427
 Depreciation and amortization..........       22,384       2,541           11,369               814            15,382
                                          -----------     -------         --------           -------          --------
       Total operating expenses.........      123,435      25,055          139,700            19,930           167,032
                                          -----------     -------         --------           -------          --------
GAIN ON DENVER DISPOSITION..............        7,344          --               --                --                --
                                          -----------     -------         --------           -------          --------
OPERATING INCOME........................       57,025       5,491           17,397             9,410            44,278
INTEREST EXPENSE (INCOME)...............       32,489       2,792               --               363            (2,059)
                                          -----------     -------         --------           -------          --------
INCOME (LOSS) BEFORE INCOME TAXES AND
 EXTRAORDINARY LOSS.....................       24,536       2,699           17,397             9,047            46,337
INCOME TAXES (BENEFIT)..................       10,200          --               --                --                --
                                          -----------     -------         --------           -------          --------
INCOME (LOSS) BEFORE EXTRAORDINARY
 LOSS...................................       14,336       2,699           17,397             9,047            46,337
EXTRAORDINARY LOSS......................      (17,780)         --               --                --                --
                                          -----------     -------         --------           -------          --------
NET (LOSS) INCOME.......................       (3,444)      2,699           17,397             9,047            46,337
LESS STOCK DIVIDENDS, ACCRETIONS AND
 DISCOUNT ON REDEMPTIONS................        3,461          --               --                --                --
                                          -----------     -------         --------           -------          --------
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON
 STOCKHOLDERS...........................  $    (6,905)    $ 2,699         $ 17,397           $ 9,047         $  46,337
                                          ===========     =======         ========           =======          ========
NET (LOSS) INCOME PER COMMON AND
 EQUIVALENT SHARE:
 Income (loss) before extraordinary
   loss.................................  $      0.21
 Extraordinary loss.....................        (0.34)
                                          -----------
NET (LOSS) INCOME PER COMMON SHARE......  $     (0.13)
                                          ===========
WEIGHTED AVERAGE NUMBER OF SHARES.......   52,895,004
                                          ===========
RATIO OF EARNINGS TO FIXED CHARGES(8)...
 
<CAPTION>
 
                                                                            SUPPLEMENTAL ADJUSTMENTS
                                           PURCHASE                       ----------------------------
                                          ACCOUNTING                       COMPLETED        3M MEDIA           PRO
                                          ADJUSTMENTS         TOTAL       ACQUISITIONS    ACQUISITION         FORMA
                                          -----------      -----------    ------------    ------------     -----------
<S>                                       <C>              <C>            <C>             <C>              <C>
REVENUES:
 Outdoor advertising -- net.............                   $   588,594                                     $   588,594
 Other income...........................                        12,815                                          12,815
                                                           -----------                                     -----------
       Net revenues.....................                       601,409                                         601,409
                                                           -----------                                     -----------
OPERATING EXPENSES:
 Direct advertising.....................                       363,207      $(18,836)(6)    $(34,208)(6)       310,163
 General and administrative.............                        59,455       (17,476)(6)      (7,477)(6)        34,502
 Depreciation and amortization..........   $  59,236(3)        111,726                                         111,726
                                          ----------       -----------     ---------       ---------       -----------
       Total operating expenses.........      59,236           534,388       (36,312)        (41,685)          456,391
                                          ----------       -----------     ---------       ---------       -----------
GAIN ON DENVER DISPOSITION..............                         7,344                                           7,344
                                          ----------       -----------     ---------       ---------       -----------
OPERATING INCOME........................     (59,236)           74,365        36,312          41,685           152,362
INTEREST EXPENSE (INCOME)...............     106,015(4)        139,600                                         139,600
                                          ----------       -----------     ---------       ---------       -----------
INCOME (LOSS) BEFORE INCOME TAXES AND
 EXTRAORDINARY LOSS.....................    (165,251)          (65,235)       36,312          41,685            12,762
INCOME TAXES (BENEFIT)..................     (35,908)(5)       (25,708)       14,525(7)       16,674(7)          5,491
                                          ----------       -----------     ---------       ---------       -----------
INCOME (LOSS) BEFORE EXTRAORDINARY
 LOSS...................................    (129,343)          (39,527)       21,787          25,011             7,271
EXTRAORDINARY LOSS......................                       (17,780)                                        (17,780)
                                          ----------       -----------     ---------       ---------       -----------
NET (LOSS) INCOME.......................    (129,343)          (57,307)       21,787          25,011           (10,509)
LESS STOCK DIVIDENDS, ACCRETIONS AND
 DISCOUNT ON REDEMPTIONS................                         3,461                                           3,461
                                          ----------       -----------     ---------       ---------       -----------
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON
 STOCKHOLDERS...........................   $(129,343)      $   (60,768)     $ 21,787        $ 25,011       $   (13,970)
                                          ==========       ===========     =========       =========       ===========
NET (LOSS) INCOME PER COMMON AND
 EQUIVALENT SHARE:
 Income (loss) before extraordinary
   loss.................................                   $     (0.59)                                    $      0.05
 Extraordinary loss.....................                         (0.24)                                          (0.24)
                                                           -----------                                     -----------
NET (LOSS) INCOME PER COMMON SHARE......                   $     (0.83)                                    $     (0.19)
                                                           ===========                                     ===========
WEIGHTED AVERAGE NUMBER OF SHARES.......                    73,145,004                                      73,145,004
                                                           ===========                                     ===========
RATIO OF EARNINGS TO FIXED CHARGES(8)...                                                                          1.07x
                                                                                                           ===========
</TABLE>
 
                                       26
<PAGE>   31
 
                             OUTDOOR SYSTEMS, INC.
 
       NOTES TO UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                             (DOLLARS IN THOUSANDS)
 
     The following explanations describe the assumptions used in determining the
pro forma adjustments necessary to present the pro forma results of operations
of the Company for the year ended December 31, 1996.
 
<TABLE>
<C>   <S>                                                             <C>
  (1) Represents the operations of Gannett Outdoor excluding the
      Houston Acquisition, for the period from January 1, 1996
      through August 23, 1996.
 
  (2) Represents 1996 revenues and expenses associated with the
      CSX Assets Acquisition and the Houston Acquisition prior to
      the respective dates of their acquisition and the 1996
      historical results of the Completed 1997 Acquisitions (other
      than the Van Wagner Acquisition) less revenues and expenses
      associated with assets sold in the Denver Disposition.
 
  (3) Entry records the increase in depreciation and amortization
      expense arising from purchase accounting adjustments as
      follows:
</TABLE>
 
<TABLE>
<CAPTION>
                                                                          AMORTIZATION
                                    ASSETS                                   PERIOD
      ------------------------------------------------------------------  ------------
<C>   <S>                                                                 <C>            <C>
      Advertising structures............................................    20 years     $ 76,990
      Goodwill..........................................................    30 years       12,352
                                                                                         --------
      Total depreciation and amortization expense.....................................     89,342
      Less amount recorded in historical financial statements.........................     30,106
                                                                                         --------
      Purchase accounting adjustment..................................................   $ 59,236
                                                                                         ========
  (4) Entry records interest expense and amortization of deferred
      financing fees as if the pro forma capital structure as
      reflected in the unaudited consolidated pro forma balance
      sheet as of March 31, 1997 were in existence for the year
      ended December 31, 1996:
</TABLE>
 
<TABLE>
<CAPTION>
<C>   <S>                                                                                <C>
      Interest expense:
         Senior Credit Facility........................................................  $ 65,161
         1996 Notes....................................................................    23,438
         Notes.........................................................................    43,750
         Amortization of deferred financing costs......................................     6,843
         Amortization of debt discount.................................................       408
                                                                                         --------
            Total interest expense.....................................................   139,600
         Less amount recorded in historical financial statements.......................   (33,585)
                                                                                         --------
            Purchase accounting adjustment.............................................  $106,015
                                                                                         ========
</TABLE>
 
                                       27
<PAGE>   32
 
                             OUTDOOR SYSTEMS, INC.
 
     NOTES TO UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS --
                                  (CONTINUED)
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<C>   <S>                                                         <C>         <C>        <C>
  (5) Entry records the income tax effect on the income of the
      Acquisitions and purchase adjustments at a blended rate of
      40%.......................................................  $ (35,908)
                                                                   ========
 
  (6) Entry records a) a decrease in payroll and payroll related
      costs in direct advertising and general and administrative
      expense categories due to termination of employees in the
      following functions; and b) the elimination of general
      corporate allocations not considered attributable to
      operations sold, as follows:
</TABLE>
 
<TABLE>
<CAPTION>
                                                                      ACQUISITIONS
                                                                  --------------------
                                                                  COMPLETED   3M MEDIA
                                                                  ---------   --------
<C>   <S>                                                         <C>         <C>        <C>
      Direct Advertising:
        Elimination of production and sales
           overhead functions...................................   $17,795    $14,460
        Consolidation of Canadian production facility...........     1,041         --
        Elimination of national sales and marketing costs.......        --     15,748
        Elimination of general corporate overhead allocation....        --      4,000
                                                                   -------    -------
           Total direct advertising.............................    18,836     34,208
                                                                   -------    -------
      General and Administrative:
        Elimination of national office function, accounting and
           administrative personnel.............................    17,476      6,377
        Elimination of corporate facility rent allocations......        --      1,100
                                                                   -------    -------
           Total general and administrative.....................    17,476      7,477
                                                                   -------    -------
                Total...........................................   $36,312    $41,685
                                                                   =======    =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                                      ACQUISITIONS
                                                                  --------------------
                                                                  COMPLETED   3M MEDIA
                                                                  ---------   --------
<C>   <S>                                                         <C>         <C>        <C>
 
  (7) Entry records the income tax effect of pro forma
      adjustments at a blended rate of 40%......................   $14,525    $16,674
                                                                   =======    =======
  (8) Earnings consist of pre-tax income (loss) before
      extraordinary loss plus fixed charges, excluding
      capitalized interest. The Company's fixed charges consist
      of (i) interest, whether expensed or capitalized; (ii)
      amortization of debt expense, including any discount or
      premium, whether expensed or capitalized; and (iii) a
      portion of rental expense representing the interest
      factor.
</TABLE>
 
                                       28
<PAGE>   33
 
                             OUTDOOR SYSTEMS, INC.
 
            UNAUDITED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 1997
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
                                                                   COMPLETED ACQUISITIONS
                                                              ---------------------------------                   PURCHASE
                                                                VAN WAGNER           OTHER          3M MEDIA     ACCOUNTING
                                                 COMPANY        ACQUISITION     TRANSACTIONS(1)    ACQUISITION   ADJUSTMENTS
                                               -----------    ---------------   ---------------    -----------   -----------
<S>                                            <C>            <C>               <C>                <C>           <C>
REVENUES:
 Outdoor advertising -- net..................  $    77,216        $ 7,390           $ 2,353          $49,505
 Other income................................        2,864            426             1,147               --
                                               -----------        -------           -------          -------
       Net revenues..........................       80,080          7,816             3,500           49,505
                                               -----------        -------           -------          -------
OPERATING EXPENSES:
 Direct advertising..........................       44,615          4,711             1,621           33,197
 General and administrative..................        6,717          1,390             1,158            2,744
 Depreciation and amortization...............       11,635            626               118            3,785      $  10,498(2)
                                               -----------        -------           -------          -------      ---------
       Total operating expenses..............       62,967          6,727             2,897           39,726         10,498
                                               -----------        -------           -------          -------      ---------
OPERATING INCOME.............................       17,113          1,089               603            9,779        (10,498)
INTEREST EXPENSE (INCOME)....................       15,922            591                91             (464)        18,760(3)
                                               -----------        -------           -------          -------      ---------
INCOME (LOSS) BEFORE INCOME TAXES............        1,191            498               512           10,243        (29,258)
INCOME TAXES (BENEFIT).......................          500             --                --               --         (7,202)(4)
                                               -----------        -------           -------          -------      ---------
NET (LOSS) INCOME............................  $       691        $   498           $   512          $10,243      $ (22,056)
                                               ===========        =======           =======          =======      =========
NET (LOSS) INCOME PER COMMON AND EQUIVALENT
 SHARE:
NET (LOSS) INCOME PER COMMON SHARE...........  $      0.01
                                               ===========
WEIGHTED AVERAGE NUMBER OF SHARES............   69,046,020
                                               ===========
RATIO OF EARNINGS TO FIXED CHARGES(7)........
 
<CAPTION>
                                                                SUPPLEMENTAL ADJUSTMENTS
                                                              ----------------------------
                                                               COMPLETED        3M MEDIA
                                                  TOTAL       ACQUISITIONS    ACQUISITION       PRO FORMA
                                               -----------    ------------    ------------     -----------
<S>                                            <C>            <C>             <C>              <C>
REVENUES:
 Outdoor advertising -- net..................  $   136,464                                     $   136,464
 Other income................................        4,437                                           4,437
                                               -----------                                     -----------
       Net revenues..........................      140,901                                         140,901
                                               -----------                                     -----------
OPERATING EXPENSES:
 Direct advertising..........................       84,144      $ (1,526)(5)    $ (8,552)(5)        74,066
 General and administrative..................       12,009        (1,342)(5)      (1,869)(5)         8,798
 Depreciation and amortization...............       26,662                                          26,662
                                               -----------       -------        --------       -----------
       Total operating expenses..............      122,815        (2,868)        (10,421)          109,526
                                               -----------       -------        --------       -----------
OPERATING INCOME.............................       18,086         2,868          10,421            31,375
INTEREST EXPENSE (INCOME)....................       34,900                                          34,900
                                               -----------       -------        --------       -----------
INCOME (LOSS) BEFORE INCOME TAXES............      (16,814)        2,868          10,421            (3,525)
INCOME TAXES (BENEFIT).......................       (6,702)        1,147(6)        4,168(6)         (1,387)
                                               -----------       -------        --------       -----------
NET (LOSS) INCOME............................  $   (10,112)     $  1,721        $  6,253       $    (2,138)
                                               ===========       =======        ========       ===========
NET (LOSS) INCOME PER COMMON AND EQUIVALENT
 SHARE:
NET (LOSS) INCOME PER COMMON SHARE...........  $     (0.11)                                    $     (0.02)
                                               ===========                                     ===========
WEIGHTED AVERAGE NUMBER OF SHARES............   89,296,020                                      89,296,020
                                               ===========                                     ===========
RATIO OF EARNINGS TO FIXED CHARGES(7)........                                                           --(7)
</TABLE>
 
                                       29
<PAGE>   34
 
                             OUTDOOR SYSTEMS, INC.
 
       NOTES TO UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS
                   FOR THE THREE MONTHS ENDED MARCH 31, 1997
                             (DOLLARS IN THOUSANDS)
 
     The following explanations describe the assumptions used in determining the
pro forma adjustments necessary to present the pro forma results of operations
of the Company for the three months ended March 31, 1997.
 
<TABLE>
<C>   <S>                                                                            <C>
  (1) Represents revenues and expenses associated with the Completed 1997
      Acquisitions (other than the Van Wagner Acquisition) prior to the respective
      dates of their acquisition.
 
  (2) Entry records the increase in depreciation and amortization expense arising
      from purchase accounting adjustments as follows:
</TABLE>
 
<TABLE>
<CAPTION>
                                                                          AMORTIZATION
                                   ASSETS                                    PERIOD
      ----------------------------------------------------------------    ------------
<C>   <S>                                                                 <C>            <C>
      Advertising structures..........................................      20 years     $ 12,257
      Goodwill........................................................      30 years        2,770
                                                                                          -------
      Total depreciation and amortization expense.....................................     15,027
                                                                                          -------
      Less amount recorded in historical financial statements.........................      4,529
                                                                                          -------
      Purchase accounting adjustment..................................................   $ 10,498
                                                                                          =======
  (3) Entry records interest expense and amortization of deferred
      financing fees as if the pro forma capital structure as
      reflected in the unaudited consolidated pro forma balance sheet
      as of March 31, 1997 were in existence for the three months
      ended March 31, 1997:
      Interest expense:
         Senior Credit Facility........................................................  $ 16,290
         1996 Notes....................................................................     5,859
         Notes.........................................................................    10,938
         Amortization of deferred financing costs......................................     1,711
         Amortization of debt discount.................................................       102
                                                                                          -------
            Total interest expense.....................................................    34,900
         Less amount recorded in historical financial statements.......................   (16,140)
                                                                                          -------
            Purchase accounting adjustment.............................................  $ 18,760
                                                                                          =======
  (4) Entry records the income tax effect on the income of the Acquisitions and
      purchase adjustments at a blended rate of 40%....................................  $ (7,202)
</TABLE>
 
                                       30
<PAGE>   35
 
                             OUTDOOR SYSTEMS, INC.
 
     NOTES TO UNAUDITED CONSOLIDATED PRO FORMA STATEMENTS OF OPERATIONS --
                                  (CONTINUED)
                   FOR THE THREE MONTHS ENDED MARCH 31, 1997
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                       ACQUISITIONS
                                                                   --------------------
                                                                   COMPLETED   3M MEDIA
                                                                   ---------   --------
<C>   <S>                                                          <C>         <C>        <C>
 
  (5) Entry records a) a decrease in payroll and payroll related
      costs in direct advertising and general and administrative
      expense categories due to termination of employees in the
      following functions; and b) the elimination of general
      corporate allocations not considered attributable to
      operations sold, as follows:
 
      Direct Advertising:
        Elimination of production and sales
           overhead functions....................................   $ 1,526    $ 3,615
        Elimination of national sales and marketing costs........        --      3,937
        Elimination of general corporate overhead allocation.....        --      1,000
                                                                    -------    -------
           Total direct advertising..............................     1,526      8,552
                                                                    -------    -------
      General and Administrative:
        Elimination of national office function, accounting and
           administrative personnel..............................     1,342      1,594
        Elimination of corporate facility rent allocations.......        --        275
                                                                    -------    -------
           Total general and administrative......................     1,342      1,869
                                                                    -------    -------
                Total............................................   $ 2,868    $10,421
                                                                    =======    =======
</TABLE>
 
<TABLE>
<CAPTION>
                                                                       ACQUISITIONS
                                                                   --------------------
                                                                   COMPLETED   3M MEDIA
                                                                   ---------   --------
<C>   <S>                                                          <C>         <C>        <C>
 
  (6) Entry records the income tax effect of pro forma
      adjustments at a blended rate of 40%.......................   $ 1,147    $ 4,168
                                                                    =======    =======
  (7) Earnings consist of pre-tax income (loss) before
      extraordinary loss plus fixed charges, excluding
      capitalized interest. The Company's fixed charges consist
      of (i) interest, whether expensed or capitalized; (ii)
      amortization of debt expense, including any discount or
      premium, whether expended or capitalized; and (iii) a
      portion of rental expense representing the interest factor.
      Earnings would have been inadequate to cover fixed charges
      by $3.5 million for the three months ended March 31, 1997.
</TABLE>
 
                                       31
<PAGE>   36
 
                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
 
     The selected consolidated financial data presented below were derived from
the audited consolidated financial statements of the Company for the five years
ended December 31, 1996. The financial statements of the Company for the three
years in the period ended December 31, 1996 and as of December 31, 1995 and 1996
were audited by Deloitte & Touche LLP, independent auditors, as indicated in
their report included elsewhere in this Prospectus. The selected balance sheet
data as of March 31, 1996 and 1997 and statement of operations data for the
three months ended March 31, 1996 and 1997 are unaudited, but, in the opinion of
management of the Company, reflect all adjustments (consisting only of normal,
recurring adjustments) necessary for fair presentation of results for such
periods. Results for these periods are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997. The data set forth
below should be read in conjunction with "Management's Discussion and Analysis
of Results of Operations and Financial Condition" and the consolidated financial
statements, including the Notes thereto, appearing elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                                                        THREE MONTHS ENDED
                                                         YEAR ENDED DECEMBER 31,                            MARCH 31,
                                         --------------------------------------------------------     ----------------------
                                           1992        1993        1994        1995        1996         1996         1997
                                         --------    --------    --------    --------    --------     --------    ----------
<S>                                      <C>         <C>         <C>         <C>         <C>          <C>         <C>
STATEMENT OF OPERATIONS DATA(1):
  Net revenues(2)......................  $ 44,886    $ 49,151    $ 52,077    $ 64,813    $173,116     $ 16,945    $   80,080
  Operating expenses:
    Direct advertising.................    21,781      23,721      24,433      30,462      87,593        7,859        44,615
    General and administrative.........     2,238       2,777       3,357       4,096      13,458        1,078         6,717
    Depreciation and amortization......    12,350      10,421       9,165       9,970      22,384        2,561        11,635
  Gain on 1994 disposal and the Denver
    Disposition........................        --          --       4,325          --       7,344           --            --
  Operating income.....................     8,517      12,232      19,447      20,285      57,025        5,447        17,113
  Interest expense.....................     9,526      11,894      16,393      17,199      32,489        4,152        15,922
  Income (loss) before extraordinary
    loss and change in accounting
    principle(3).......................      (955)        111       1,333       2,768      14,336          777           691
  Net income (loss)(3).................     5,775      (3,176)      1,333       2,768      (3,444)         777           691
OTHER DATA:
  EBITDA(4)............................  $ 20,867    $ 22,653    $ 24,287    $ 30,255    $ 72,065     $  8,008    $   28,748
  EBITDA margin(5).....................     46.5%       46.1%       46.6%       46.7%       41.6%        47.3%         35.9%
  Capital expenditures.................     5,382       4,387       4,924       7,070       9,046        1,194         5,140
  Number of advertising displays.......    10,700      10,800      11,900      12,700      61,600(6)    12,700        63,900(6)
  Ratio of earnings to fixed
    charges(7).........................        --        1.02x       1.15x       1.14x       1.58x        1.20x         1.06x
BALANCE SHEET DATA (AT END OF PERIOD):
  Working capital......................  $  5,218    $ 13,967    $ 15,022    $  8,221    $ 36,142     $ 10,492    $   25,601
  Total assets.........................   129,651     129,433     151,260     138,213     933,455      135,863     1,038,845
  Total debt...........................   109,283     129,812     155,204     142,269     606,409      142,479       706,428
  Common stockholders' equity
    (deficiency).......................   (23,769)    (28,811)    (29,074)    (28,767)    288,179      (28,898)      288,456
</TABLE>
 
                                           (See footnotes on the following page)
 
                                       32
<PAGE>   37
 
            NOTES TO SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
 
(1) During 1996, the Company completed certain acquisitions, including the
    Gannett Outdoor Acquisition on August 22, 1996. See "Prospectus
    Summary -- Recent Developments." In addition, in 1993 and 1994 the Company
    completed certain acquisitions and dispositions. Accordingly, operating
    results are not necessarily comparable on a year-to-year basis.
(2) Net revenues are gross revenues minus agency commissions, plus other income
    of $1.0 million, $0.4 million and $6.1 million for the years ended December
    31, 1994, 1995 and 1996, and $0 and $2.9 million for the three months ended
    March 31, 1996 and 1997, respectively.
(3) Deferred financing costs of $3.3 million and $17.8 million associated with
    borrowings which were retired or redeemed were charged as an extraordinary
    loss during 1993 and 1996, respectively. As of January 1, 1992, the Company
    adopted Statement of Financial Accounting Standards ("SFAS") No. 109
    Accounting for Income Taxes. SFAS No. 109 allows the income tax consequences
    resulting from the utilization of net operating loss carry forwards to be
    recorded as a deferred asset. The cumulative effect of this change in
    accounting principle was a one-time credit to income of $6.7 million in the
    first quarter of 1992.
(4) "EBITDA" is defined as operating income before depreciation and amortization
    expense and, in 1994 and 1996, before the gain on the 1994 disposal and the
    Denver Disposition, respectively. While EBITDA should not be considered in
    isolation or as a substitute for net income, cash flows from operating
    activities and other income or cash flow statement data prepared in
    accordance with generally accepted accounting principles, or as a measure of
    profitability or liquidity, management understands that it is customarily
    used by certain investors as one measure to evaluate the financial
    performance of companies in the outdoor advertising industry.
(5) "EBITDA margin" is EBITDA stated as a percentage of net revenues.
(6) Does not include approximately 125,000 subway advertising display faces in
    New York City and the Van Wagner and the 3M Media Acquisitions and, with
    respect to the year ended December 31, 1996, does not give effect to the
    Completed 1997 Acquisitions.
(7) Earnings consist of pre-tax income (loss) before extraordinary loss plus
    fixed charges, excluding capitalized interest. The Company's fixed charges
    consist of (i) interest, whether expensed or capitalized; (ii) amortization
    of debt expense, including any discount or premium, whether expensed or
    capitalized; and (iii) a portion of rental expense representing the interest
    factor. Earnings were inadequate to cover fixed charges by $1.0 million for
    the year ended December 31, 1992.
 
                                       33
<PAGE>   38
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
 
CERTAIN EFFECTS OF THE GANNETT OUTDOOR ACQUISITION
 
     On August 22, 1996, the Company purchased substantially all of the assets
of Gannett Outdoor, including the stock of certain indirect subsidiaries of
Gannett, for approximately $700.0 million in cash. The Company acquired from
Gannett a total of approximately 40,000 advertising display faces consisting of
bulletins, posters and transit advertising display faces in 15 metropolitan
markets in the United States and seven metropolitan markets in Canada and
approximately 125,000 subway advertising display faces in New York City.
 
     Upon consummation of the Gannett Outdoor Acquisition, the Company
immediately began implementing its cost savings and integration strategy, which
included the consolidation of certain administrative, sales management and
leasing management functions. This strategy has resulted in the reduction and
consolidation of duplicative functions in: (i) production and sales overhead;
(ii) production and administrative support; (iii) national sales and marketing
support; and (iv) accounting and administrative areas. In addition, the Company
has eliminated certain duplicative operations by closing a billboard production
facility in Canada, consolidating sales offices in Toronto and closing Gannett
Outdoor's corporate office.
 
     The Company had estimated that these measures would result in annual cost
savings of approximately $33.0 million. Based upon the results of the Company's
consolidation and cost savings efforts to date, the Company believes that annual
cost savings will exceed the original estimate. The Company also believes that
it has increased revenues generated by the Gannett Outdoor assets primarily
through changing the sales compensation system from one that was predominantly
salary-based to one that is commission-based. The Company has also increased
revenues through streamlining the sales approval process and improving
utilization of the Gannett Outdoor billboard inventory. The Company believes
that opportunities still exist to improve the operations of Gannett Outdoor.
 
     While management believes that additional cost savings and revenue
increases are achievable, the Company's ability to achieve such cost savings and
revenue increases is uncertain and subject to numerous factors, many of which
are beyond the Company's control. There can be no assurance that the Company
will realize such additional cost savings and revenue increases or that the
realization of such cost savings and revenue increases will not be delayed over
an extended period of time. See "Risk Factors -- Acquisition Strategy".
 
CERTAIN EFFECTS OF THE 3M MEDIA AND THE VAN WAGNER ACQUISITIONS
 
     3M Media Acquisition.  On April 30, 1997, the Company entered into the 3M
Media Purchase Agreement pursuant to which it agreed to purchase 3M Media for
approximately $1.0 billion in cash. In the 3M Media Acquisition, the Company
will acquire from 3M a total of approximately 31,700 advertising display faces
consisting of 22,600 bulletins, 2,400 posters and 6,700 mall advertising display
faces in 56 metropolitan markets and non-metropolitan locations in the United
States.
 
     The operations of 3M Media will be integrated into the Company principally
as an acquisition of advertising display inventory in locations that can be
administered from existing Company offices. Accordingly, the Company believes
that the consolidation of certain functions will result in certain cost savings,
including the elimination of duplicative administrative, sales and production
overhead positions in the 3M Media corporate headquarters and in operating
locations. In addition to these cost savings, the Company believes that it may
be able to achieve additional cost savings arising from reductions in facility
costs through renegotiated rents or reduced space, the reduction of expenses
associated with a reduced work force, and other reductions in administrative
expenses associated with the integration of the combined businesses.
 
     Van Wagner Acquisition. On May 22, 1997, the Company purchased all of the
capital stock of Van Wagner for approximately $170.0 million in cash. The Van
Wagner operations include approximately 50 "Spectacular" signs in Times Square,
105 bulletins and 172 posters and eight wall murals in New York City, 372
bulletins and 16 wall murals in Los Angeles, four bulletins in San Francisco,
and additional transit
 
                                       34
<PAGE>   39
 
displays and transit management agreements in New York, Los Angeles, Northern
California and Las Vegas. The Van Wagner operations are being integrated as an
acquisition of advertising display inventory. The Company is eliminating certain
duplicative administrative, sales and production functions in connection with
the integration of the Van Wagner operations with those of the Company.
 
     Certain Cost Savings.  The Company believes that had the cost savings
associated with the 3M Media Acquisition and the Van Wagner Acquisition been
implemented as of January 1, 1996 such annual savings would have been
approximately $50.3 million in the aggregate as detailed below.
 
<TABLE>
<CAPTION>
                                                                                VAN
                                                                    3M MEDIA   WAGNER    TOTAL
                                                                    --------   ------   -------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                                 <C>        <C>      <C>
Elimination of production and sales overhead functions............  $14,460    $4,722   $19,182
Elimination of national sales and marketing costs.................   15,748        --    15,748
Elimination of general corporate overhead allocation..............    4,000        --     4,000
Elimination of national office function, accounting and
  administrative personnel........................................    6,377     3,868    10,245
Elimination of corporate facility rent allocations................    1,100        --     1,100
                                                                    -------    ------   -------
                                                                    $41,685    $8,590   $50,275
                                                                    =======    ======   =======
</TABLE>
 
     Certain Costs Associated with the 3M Media Acquisition and the Van Wagner
Acquisition.  The Company has and will incur significant additional costs as a
result of the 3M Media Acquisition and the Van Wagner Acquisition. The financing
of the 3M Media Acquisition and the Van Wagner Acquisition will significantly
increase the Company's interest expense, adding approximately $823.2 million to
the Company's total indebtedness after the Offerings. Depreciation and
amortization expense will also increase significantly. The Company will record
goodwill and other intangible assets of approximately $343.5 million in
connection with the 3M Media Acquisition and the Van Wagner Acquisition, which
will be amortized over a period of 30 years. In addition, the cost basis of
advertising display inventory to be acquired by the Company in the 3M Media
Acquisition and the Van Wagner Acquisition will increase the Company's cost
basis by approximately $811.9 million which will be amortized over 20 years.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     The Company's working capital decreased to $25.6 million at March 31, 1997
compared to $36.1 million at December 31, 1996. This decrease resulted primarily
from cash used for the financing of the Completed 1997 Acquisitions (other than
the Van Wagner Acquisition) and the increase in accrued interest and the current
maturities relating to existing debt associated with the Gannett Outdoor
Acquisition and new debt associated with the Completed 1997 Acquisitions (other
than the Van Wagner Acquisition).
 
     Net cash provided by operating activities increased by $13.7 million to
$15.5 million for the three months ended March 31, 1997, compared to $1.8
million for the three months ended March 31, 1996, primarily due to changes in
working capital accounts and the effect of a larger depreciation and
amortization expense as a component of net income. Net cash used in investing
activities increased to $123.0 million in the first quarter of 1997 from $1.2
million in the first quarter of 1996, primarily because of the Completed 1997
Acquisitions (other than the Van Wagner Acquisition). Net cash provided by
financing activities was $100.6 million for the first three months of 1997
compared to net cash used in financing activities of $107,000 for the first
three months of 1996, primarily because of borrowings under the Senior Credit
Facility used for the Completed 1997 Acquisitions (other than the Van Wagner
Acquisition).
 
     The Company's working capital was $8.2 million at December 31, 1995 and
$36.1 million at December 31, 1996. The increase in working capital resulted
primarily from working capital acquired in the Gannett Outdoor Acquisition,
offset by an increase in accrued interest and current maturities relating to new
debt associated with the Gannett Outdoor Acquisition.
 
     Net cash provided by operating activities increased by $29.6 million from
$18.6 million during 1995 to $48.2 million during 1996, primarily due to
increased net revenues resulting from the Gannett Outdoor
 
                                       35
<PAGE>   40
 
Acquisition. Net cash used in investing activities increased from $6.3 million
in 1995 to $754.1 million in 1996, primarily due to the Gannett Outdoor
Acquisition, partially offset by proceeds from the Denver Disposition in 1996.
Net cash used in financing activities was $14.2 million in 1995 compared to net
cash provided by financing activities of $716.0 million in 1996, primarily due
to borrowings under the Senior Credit Facility used to finance the Gannett
Outdoor Acquisition, and net proceeds from the initial public offering ("IPO")
of Common Stock in April 1996, an offering of Common Stock in August 1996 (the
"1996 Common Stock Offering") and the offering of the 1996 Notes in October 1996
(the "1996 Notes Offering").
 
     The Company made approximately $9.0 million of capital expenditures during
1996, an increase from approximately $7.1 million during 1995. Currently, the
Company has no material commitments for capital expenditures, although it
anticipates ongoing capital expenditures in the ordinary course of business,
other than for acquisitions, will be approximately $26.0 million to $30.0
million in each of the next two years.
 
     The Company completed the IPO on April 24, 1996, resulting in net proceeds
to the Company of $36.6 million. The Company completed the 1996 Common Stock
Offering on August 22, 1996, resulting in net proceeds to the Company of $283.2
million. In addition, on August 22, 1996, the Company increased the revolving
credit facility and term loans under the Senior Credit Facility up to
approximately $530.0 million and incurred bridge loans of $140.0 million under a
subordinated credit facility. The proceeds from these financing activities were
used to purchase substantially all the assets of Gannett Outdoor, to pay the
related fees and expenses and to redeem the Company's $115.0 million 10 3/4%
Senior Notes due 2003.
 
     In October 1996, the Company completed the 1996 Notes Offering. The net
proceeds from the 1996 Notes Offering of approximately $241.8 million were used
to repay the bridge loans under the subordinated credit facility and to repay a
portion of the term loans under the Senior Credit Facility.
 
   
     The Company has received a written commitment from Canadian Imperial Bank
of Commerce ("CIBC") to increase the amounts that may be borrowed under the US
portion of its Senior Credit Facility to up to $350.0 million of revolving
credit loans and up to $450.0 million in term loans. See "Description of Senior
Credit Facility." The Company believes that the net proceeds of the Offerings,
available borrowings under the Senior Credit Facility, as expected to be
amended, and internally generated funds will be sufficient to fund the purchase
price of the 3M Media Acquisition, allow the Company to make required interest
and principal payments under the Senior Credit Facility, as expected to be
amended, and interest payments on the Notes and the 1996 Notes and to satisfy
its operating cash requirements for at least the next twelve to twenty-four
months. The Company may, however, require additional capital to consummate
significant acquisitions in the future and there can be no assurance that such
capital will be available. After giving effect to the Offerings and the
consummation of the 3M Media Acquisition, the Company will have approximately
$500.0 million of term loans outstanding under the Senior Credit Facility, as
expected to be amended. The term loans will require mandatory amortization
payments of $51.0 million in 1998 and 1999. In addition, the Company would have
approximately $300.0 million of borrowings outstanding under the revolving
credit portion of the Senior Credit Facility. The revolving credit portion of
the Senior Credit Facility, as expected to be amended, will permit the Company
to borrow up to approximately $400.0 million.
    
 
                               THE EXCHANGE OFFER
 
GENERAL
 
     The Company hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus and in the accompanying Letter of Transmittal (which
together constitute the Exchange Offer), to exchange up to $500.0 million
aggregate principal amount of Exchange Notes for a like aggregate principal
amount of Existing Notes properly tendered on or prior to the Expiration Date
and not withdrawn as permitted pursuant to the procedures described below. The
Exchange Offer is being made with respect to all of the Existing Notes; the
total aggregate principal amount of Existing Notes and Exchange Notes will in no
event exceed $500.0 million.
 
                                       36
<PAGE>   41
 
     The Existing Notes were issued in the Offering on June 23, 1997. As of the
date of this Prospectus, $500.0 million aggregate principal amount of the
Existing Notes was outstanding. This Prospectus, together with the Letter of
Transmittal, is first being sent on or about             , 1997 to all holders
of Existing Notes known to the Company. The Company's obligation to accept
Existing Notes for exchange pursuant to the Exchange Offer is subject to certain
conditions as set forth under "-- Conditions to the Exchange Offer" below.
 
PURPOSE OF THE EXCHANGE OFFER
 
     The Existing Notes were issued and sold by the Company to the Initial
Purchasers on June 23, 1997 (the "Issue Date"). The Initial Purchasers
subsequently sold the Existing Notes to qualified institutional buyers in
reliance on Rule 144A under the Securities Act and to a limited number of
institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act. Because the Existing Notes are subject to certain
transfer restrictions, as an inducement to the Initial Purchasers to purchase
the Existing Notes, the Company and the Guarantors entered into the Exchange
Offer Registration Rights Agreement with the Initial Purchasers, pursuant to
which the Company and the Guarantors have agreed (i) within 45 days after the
Issue Date, to file with the Commission the Registration Statement of which this
Prospectus is a part and (ii) within 120 days after the Issue Date, to use their
best efforts to cause the Registration Statement to become effective under the
Securities Act. Pursuant to the Exchange Offer Registration Rights Agreement,
the Company and the Guarantors also have agreed to (x) make the Exchange Offer
and keep it open for at least 20 business days (or longer if required by
applicable law) after the date that notice of the Exchange Offer is mailed to
the holders of the Existing Notes and (y) consummate the Exchange Offer on or
prior to the 180th day following the Issue Date. The Exchange Offer is being
made to satisfy these obligations under the Exchange Offer Registration Rights
Agreement.
 
EXPIRATION DATE; EXTENSION; TERMINATION; AMENDMENT
 
     The Exchange Offer will expire at 5:00 p.m., New York City time, on
            , 1997 unless the Company, in its sole discretion, has extended the
period of time for which the Exchange Offer is open (such date, as it may be
extended, is referred to herein as the "Expiration Date"). The Company expressly
reserves the right, at any time or from time to time, to extend the period of
time during which the Exchange Offer is open and thereby delay acceptance for
exchange of any Existing Notes, by giving oral notice (promptly confirmed in
writing) or written notice to the Exchange Agent and by giving written notice of
such extension to the holders thereof no later than 9:00 a.m. New York City
time, on the next business day after the previously scheduled Expiration Date.
During any such extension, all Existing Notes previously tendered will remain
subject to the Exchange Offer unless properly withdrawn.
 
     In addition, the Company expressly reserves the right to terminate or amend
the Exchange Offer and not to accept for exchange any Existing Notes not
theretofore accepted for exchange upon the occurrence of any of the events
specified below under "-- Conditions to the Exchange Offer." If any such
termination or amendment occurs, the Company will notify the Exchange Agent and
will either issue a press release or give oral or written notice to the holders
of the Existing Notes as promptly as practicable.
 
     For purposes of the Exchange Offer, a "business day" means any day other
than Saturday, Sunday or a date on which banking institutions are required or
authorized by New York State law to be closed, and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time.
 
PROCEDURES FOR TENDERING EXISTING NOTES
 
     The tender to the Company of Existing Notes by a holder thereof as set
forth below and the acceptance thereof by the Company will constitute a binding
agreement between the tendering holder and the Company upon the terms and
subject to the conditions set forth in this Prospectus and in the accompanying
Letter of Transmittal.
 
     A holder of Existing Notes may tender the same by (i) properly completing
and signing the Letter of Transmittal or a facsimile thereof (all references in
this Prospectus to the Letter of Transmittal shall be
 
                                       37
<PAGE>   42
 
deemed to include a facsimile thereof) and delivering the same, together with
the certificate or certificates representing the Existing Notes being tendered
and any required signature guarantees, to the Exchange Agent at its address set
forth below on or prior to the Expiration Date (or complying with the procedure
for book-entry transfer described below) or (ii) complying with the guaranteed
delivery procedures described below.
 
     THE METHOD OF DELIVERY OF EXISTING NOTES, LETTERS OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDERS. IF SUCH
DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL PROPERLY INSURED,
WITH RETURN RECEIPT REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE
ALLOWED TO INSURE TIMELY DELIVERY. NO EXISTING NOTES OR LETTERS OF TRANSMITTAL
SHOULD BE SENT TO THE COMPANY.
 
     Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Existing Notes surrendered for
exchange pursuant thereto are tendered (i) by a registered holder of the
Existing Notes 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 (as defined below). 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 guarantees must be by a firm
which is a member of a registered national securities exchange or a member of
the National Association of Securities Dealers, Inc. or by a clearing agency, an
insured credit union, a savings association or a commercial bank or trust
company having an office or correspondent in the United States (collectively,
"Eligible Institutions"). If Existing Notes are registered in the name of a
person other than a signer of the Letter of Transmittal, the Existing Notes
surrendered for exchange must be endorsed by, or be accompanied by a written
instrument or instruments of transfer or exchange, in satisfactory form as
determined by the Company in its sole discretion, duly executed by the
registered holder with the signature thereon guaranteed by an Eligible
Institution.
 
     The Exchange Agent will make a request promptly after the date of receipt
of this Prospectus to establish accounts with respect to the Existing Notes at
the book-entry transfer facility, The Depository Trust Company, for the purpose
of facilitating the Exchange Offer, and subject to the establishment thereof,
any financial institution that is a participant in the book-entry transfer
facility's system may make book-entry delivery of Existing Notes by causing such
book-entry transfer facility to transfer such Existing Notes into the Exchange
Agent's account with respect to the Existing Notes in accordance with the
book-entry transfer facility's procedures for such transfer. Although delivery
of Existing Notes may be effected through book-entry transfer into the Exchange
Agent's account at the book-entry transfer facility, an appropriate Letter of
Transmittal with any required signature guarantee and all other required
documents must in each case be transmitted to and received or confirmed by the
Exchange Agent at its address set forth below on or prior to the Expiration
Date, or, if the guaranteed delivery procedures described below are complied
with, within the time period provided under such procedures.
 
     If a holder desires to accept the Exchange Offer and time will not permit a
Letter of Transmittal or Existing Note to reach the Exchange Agent before the
Expiration Date or the procedure for book-entry transfer cannot be completed on
a timely basis, a tender may be effected if the Exchange Agent has received at
its address set forth below on or prior to the Expiration Date a letter,
telegram or facsimile transmission from an Eligible Institution setting forth
the name and address of the tendering holder, the names in which the Existing
Notes are registered and, if possible, the certificate numbers of the Existing
Notes to be tendered, and stating that the tender is being made thereby and
guaranteeing that within three business days after the Expiration Date the
Existing Notes in proper form for transfer (or a confirmation of book-entry
transfer of such Existing Notes into the Exchange Agent's account at the
book-entry transfer facility), will be delivered by such Eligible Institution
together with a properly completed and duly executed Letter of Transmittal and
any other required documents. Unless Existing Notes being tendered by the
above-described method are deposited with the Exchange Agent within the time
period set forth above (accompanied or preceded by a properly completed Letter
of Transmittal and any other required documents), the Company may, at its
option, reject the tender. Copies of a Notice of Guaranteed Delivery which may
be used by Eligible Institutions for the purposes described in this paragraph
are available from the Exchange Agent.
 
                                       38
<PAGE>   43
 
     A tender will be deemed to have been received as of the date when (i) the
tendering holder's properly completed and duly signed Letter of Transmittal
accompanied by the Existing Notes (or a confirmation of book-entry transfer of
such Existing Notes into the Exchange Agent's account at the book-entry transfer
facility) is received by the Exchange Agent, or (ii) a Notice of Guaranteed
Delivery or letter, telegram or facsimile transmission to similar effect (as
provided above) from an Eligible Institution is received by the Exchange Agent.
Issuances of Exchange Notes in exchange for Existing Notes tendered pursuant to
a Notice of Guaranteed Delivery or letter, telegram or facsimile transmission to
similar effect (as provided above) by an Eligible Institution will be made only
against deposit of the Letter of Transmittal (and any other required documents)
and the tendered Existing Notes.
 
     All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of Existing Notes tendered for exchange will be
determined by the Company in its sole discretion, which determination shall be
final and binding. The Company reserves the absolute right to reject any and all
tenders of any particular Existing Notes not properly tendered or to not accept
any particular Existing Notes which acceptance might, in the judgment of the
Company or its counsel, be unlawful. The Company also reserves the absolute
right to waive any defects or irregularities or conditions of the Exchange Offer
as to any particular Existing Notes either before or after the Expiration Date
(including the right to waive the ineligibility of any holder who seeks to
tender Existing Notes in the Exchange Offer). The interpretation of the terms
and conditions of the Exchange Offer as to any particular Existing Notes either
before or after the Expiration Date (including the Letter of Transmittal and the
instructions thereto) by the Company shall be the final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Existing Notes for exchange must be cured within such reasonable period of
time as the Company shall determine. Neither the Company, the Exchange Agent nor
any other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Existing Notes for exchange, nor
shall any of them incur any liability for failure to give such notification.
 
     If the Letter of Transmittal is signed by a person or persons other than
the registered holder or holders of Existing Notes, such Existing Notes must be
endorsed or accompanied by appropriate powers of attorney, in either case signed
exactly as the name or names of the registered holder or holders appear on the
Existing Notes.
 
     If the Letter of Transmittal or any Existing Notes or powers of attorney
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
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted.
 
     By tendering, each holder will represent to the Company in the Letter of
Transmittal that, among other things, the Exchange Notes acquired pursuant to
the Exchange Offer are being acquired in the ordinary course of business of the
person receiving such Exchange Notes, whether or not such person is the holder,
that neither the holder nor any such person has an arrangement or understanding
with any person to participate in the distribution of such Exchange Notes, that
neither the holder nor any such other person is participating in or intends to
participate in the distribution of such Exchange Notes and that neither the
holder nor any such other person is an "affiliate," as defined under Rule 405 of
the Securities Act, of any of the Company and the Guarantors.
 
     Each broker-dealer that receives Exchange Notes for its own account in
exchange for Existing Notes, where such Existing 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 Exchange Notes. See "Plan of Distribution."
 
WITHDRAWAL RIGHTS
 
     Tenders of Existing Notes may be withdrawn at any time prior to the
Expiration Date. For a withdrawal to be effective, a written notice of
withdrawal sent by telegram, facsimile transmission (receipt confirmed by
telephone) or letter must be received by the Exchange Agent prior to the
Expiration Date at its address set forth below. Any such notice of withdrawal
must (i) specify the name of the person having tendered the
 
                                       39
<PAGE>   44
 
Existing Notes to be withdrawn (the "Depositor"), (ii) identify the Existing
Notes to be withdrawn (including the certificate number or numbers and principal
amount of such Existing Notes), (iii) be signed by the holder in the same manner
as the original signature on the Letter of Transmittal by which such Existing
Notes were tendered or as otherwise described above (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee under the Indenture register the transfer such Existing Notes
into the name of the person withdrawing the tender and (iv) specify the name in
which any such Existing Notes are to be registered, if different from that of
the Depositor. All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Company in its sole
discretion, which determination will be final and binding on all parties. Any
Existing Notes so withdrawn will be deemed not to have been validly tendered for
exchange for purposes of the Exchange Offer. Any Existing Notes which have been
tendered for exchange and which are properly withdrawn will be returned to the
holder thereof without cost to such holder as soon as practicable after such
withdrawal. Properly withdrawn Existing Notes may be retendered by following one
of the procedures described under "-- Procedures for Tendering Existing Notes"
above at any time on or prior to the Expiration Date.
 
ACCEPTANCE OF EXISTING NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES
 
     Upon satisfaction or waiver of all of the conditions to the Exchange Offer,
the Company will accept, promptly after the Expiration Date, all Existing Notes
properly tendered and will issue the Exchange Notes promptly after acceptance of
the Existing Notes. See "-- Conditions to the Exchange Offer" below. For
purposes of the Exchange Offer, the Company shall be deemed to have accepted
properly tendered Existing Notes for exchange when, as and if the Company has
given oral and written notice thereof to the Exchange Agent.
 
     For each Existing Note accepted for exchange, the holder of such Existing
Note will receive an Exchange Note having a principal amount equal to that of
the surrendered Existing Note.
 
     In all cases, issuance of Exchange Notes for Existing Notes that are
accepted for exchange pursuant to the Exchange Offer will be made only after
timely receipt by the Exchange Agent of certificates for such Existing Notes or
a timely confirmation of book-entry transfer of such Existing Notes into the
Exchange Agent's account at the book-entry transfer facility, a properly
completed and duly executed Letter of Transmittal and all other required
documents. If any tendered Existing Notes are not accepted for any reason set
forth in the terms and conditions of the Exchange Offer or if Existing Notes are
submitted for a greater principal amount than the holder desires to exchange,
such unaccepted or non-exchanged Existing Notes will be returned without expense
to the tendering holder thereof (or, in case of Existing Notes tendered by book-
entry transfer into the Exchange Agent's account at the book-entry transfer
facility pursuant to the book-entry transfer procedures described above, such
non-exchanged Existing Notes will be credited to an account maintained with such
book-entry transfer facility) as promptly as practicable after the expiration of
the Exchange Offer.
 
CONDITIONS TO THE EXCHANGE OFFER
 
     Notwithstanding any other provision of the Exchange Offer, the Company
shall not be required to accept for exchange, or to issue Exchange Notes in
exchange for, any Existing Notes and may terminate or amend the Exchange Offer
if at any time before the acceptance of such Existing Notes for exchange or the
exchange of the Exchange Notes for such Existing Notes any of the following
events shall occur:
 
          (i) any injunction, order or decree shall have been issued by any
     court or any governmental agency that would prohibit, prevent or otherwise
     materially impair the ability of the Company to proceed with the Exchange
     Offer; or
 
          (ii) the Exchange Offer shall violate any applicable law or any
     applicable interpretation of the staff of the Commission.
 
     The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances giving rise to any such
condition or may be waived by the Company in whole
 
                                       40
<PAGE>   45
 
or in part at any time from time to time in its sole discretion. The failure by
the Company at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted at any time and from time to time.
 
     In addition, the Company will not accept for exchange any Existing Notes
tendered, and no Exchange Notes will be issued in exchange for any such Existing
Notes, if at such time any stop order shall be threatened or in effect with
respect to the Registration Statement of which this Prospectus constitutes a
part or the qualification of the indenture under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). In any such event the Company is
required to use every reasonable effort to obtain the withdrawal of any stop
order at the earliest possible time.
 
     The Exchange Offer is not conditioned upon any minimum principal amount of
Existing Notes being tendered for exchange.
 
EXCHANGE AGENT
 
     The Bank of New York has been appointed as the Exchange Agent for the
Exchange Offer. All executed Letters of Transmittal should be directed to the
Exchange Agent at one of the addresses set forth below. Questions and requests
for assistance, requests for additional copies of this Prospectus or of the
Letter of Transmittal and requests for Notices of Guaranteed Delivery should be
directed to the Exchange Agent addressed as follows:
 
<TABLE>
<S>                                           <C>
                   By Mail:                             By Hand/Overnight Courier:
                                                           The Bank of New York
             The Bank of New York                           101 Barclay Street
              101 Barclay Street                               7 East Side
              New York, NY 10286                            New York, NY 10286
             Attn: Enrique Lopez                           Attn: Enrique Lopez
</TABLE>
 
                             For information, call:
                                   (212)815-2742
                               Fax (212) 815-6339
 
     DELIVERY OF THE EXISTING NOTES, LETTER OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION
OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE
A VALID DELIVERY.
 
SOLICITATION OF TENDERS; FEES AND EXPENSES
 
     The Company has not retained any dealer-manager in connection with the
Exchange Offer and will not make any payment to brokers, dealers or others
soliciting acceptances of the Exchange Offer. The solicitation will be made
principally by mail. Additional solicitations may be made in person or by
telephone by officers or employees of the Company.
 
     The expenses to be incurred in connection with the Exchange Offer will be
paid by the Company. Such expenses will include fees and expenses of the
Exchange Agent and the Trustee, registration fees, accounting and legal fees and
printing costs and expenses.
 
TRANSFER TAXES
 
     Holders who tender their Existing Notes for exchange will not be obligated
to pay any transfer taxes in connection therewith except that holders who
instruct the Company to register Exchange Notes in the name of, or request that
Existing Notes not tendered or not accepted in the Exchange Offer be returned
to, a person other than the registered tendering holder will be responsible for
the payment of any applicable transfer tax therefor.
 
                                       41
<PAGE>   46
 
ACCOUNTING TREATMENT
 
     The Exchange Notes will be recorded at the carrying value of the Existing
Notes as reflected in the Company's accounting records on the date of the
exchange. Accordingly, no gain or loss for accounting purposes will be
recognized by the Company upon the exchange of Exchange Notes for Existing
Notes. Expenses incurred in connection with the issuance of the Exchange Notes
will be amortized over the term of the Exchange Notes.
 
CONSEQUENCES OF FAILURE TO EXCHANGE; RESALES OF EXCHANGE NOTES
 
     Holders of Existing Notes who do not exchange their Existing Notes for
Exchange Notes pursuant to the Exchange Offer will continue to be subject to the
restrictions on transfer of such Existing Notes as set forth in the legend
thereon as a consequence of the issuance of the Existing Notes pursuant to the
exemptions from, or in transactions not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
Existing Notes not exchanged pursuant to the Exchange Offer will continue to
remain outstanding in accordance with their terms. In general, the Existing
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 Company does not
currently anticipate that it will register the Existing Notes under the
Securities Act. However, (i) if the Initial Purchasers so request with respect
to Existing Notes not eligible to be exchanged for Exchange Notes in the
Exchange Offer and held by them following consummation of the Exchange Offer or
(ii) if any holder of Existing Notes is not eligible to participate in the
Exchange Offer or, in the case of any holder of Existing Notes that participates
in the Exchange Offer, does not receive freely tradable Exchange Notes in
exchange for Existing Notes, the Company is obligated to file a registration
statement on the appropriate form under the Securities Act relating to the Notes
held by such persons.
 
     Based on certain interpretive letters issued by the staff of the Commission
to third parties in unrelated transactions, the Company believes that Exchange
Notes issued pursuant to the Exchange Offer may be offered for resale, resold or
otherwise transferred by holders thereof (other than any such holder which is an
"affiliate" of any of the Company and the Guarantors 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
Exchange Notes are acquired in the ordinary course of such holders' business and
such holders have no agreement or understanding with any person to participate
in the distribution of such Exchange Notes and are not participating in, and do
not intend to participate in, the distribution of such Exchange Notes. If any
holder has any arrangement or understanding with respect to the distribution of
the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder
(i) could not rely on the applicable interpretations of the staff of the
Commission for resale of Exchange Notes and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. A broker-dealer who holds Existing Notes
that were acquired for its own account as a result of market-making or other
trading activities may be deemed to be an "underwriter" within the meaning of
the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of Exchange
Notes. Each such broker-dealer that receives Exchange Notes for its own account
in exchange for Existing Notes, where such Existing Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge in the Letter of Transmittal that it will deliver a
prospectus in connection with any resale of such Exchange Notes. See "Plan of
Distribution."
 
     In addition, to comply with the securities laws of certain jurisdictions,
if applicable, the Exchange Notes may not be offered or sold unless they have
been registered or qualified for sale in such jurisdiction or an exemption from
registration or qualification is available and is complied with. The Company and
the Guarantors have agreed, pursuant to the Exchange Offer Registration Rights
Agreement and subject to certain specified limitations therein, to register or
qualify the Exchange Notes for offer or sale under the securities or blue sky
laws of such jurisdictions as any holder of the Exchange Notes reasonably
requests in writing.
 
                                       42
<PAGE>   47
 
     Participation in the Exchange Offer is voluntary, and holders of Existing
Notes should carefully consider whether or not to participate. Holders of the
Existing Notes are urged to consult their financial and tax advisors in making
their own decision on what action to take.
 
     As a result of the making of, and upon acceptance for exchange of all
validly tendered Existing Notes pursuant to the terms of, the Exchange Offer,
the Company and the Guarantors will have fulfilled certain obligations under the
Exchange Offer Registration Rights Agreement. Holders of Existing Notes who do
not tender their Existing Notes in the Exchange Offer will continue to hold such
Existing Notes and will be entitled to all the rights, and limitations
applicable thereto under the Indenture, except for any such rights under the
Exchange Offer Registration Rights Agreement that by their terms terminate or
cease to have further effectiveness as a result of the making of the Exchange
Offer. See "Description of Notes." All untendered Existing Notes will continue
to be subject to the restrictions on transfer as set forth in the Indenture. To
the extent that Existing Notes are tendered and accepted in the Exchange Offer,
the trading market for untendered Existing Notes could be adversely affected.
 
     The Company may in the future seek to acquire untendered Existing Notes in
open market or privately negotiated transactions, through subsequent exchange
offers or otherwise. The Company has no present plan to acquire any Existing
Notes which are not tendered in the Exchange Offer.
 
                                       43
<PAGE>   48
 
                                    BUSINESS
 
GENERAL
 
     The Company is the largest outdoor advertising company in North America and
upon completion of the 3M Media Acquisition will operate approximately 96,500
bulletin, poster, transit, mall and other advertising display faces in 46
states, including 65 metropolitan markets in the United States and seven
metropolitan markets in Canada. The Company also operates approximately 125,000
subway advertising display faces in New York City. Upon completion of the 3M
Media Acquisition, the Company will have operations in 20 of the 25 largest
United States markets and six of the 10 largest Canadian markets. Through the
Acquisitions, the Company will have significantly increased its presence in
North America and diversified into additional major metropolitan markets.
 
INDUSTRY OVERVIEW
 
     The outdoor advertising industry has experienced increased advertiser
interest and revenue growth in recent years. Outdoor advertising generated total
revenues of approximately $2.0 billion in 1996, or approximately 1.1% of the
total advertising expenditures in the United States, while the out-of-home
advertising industry, consisting of transit and in-store advertising displays in
addition to outdoor advertising, generated revenues of approximately $3.8
billion in 1996, according to estimates by the Outdoor Advertising Association
of America ("OAAA"). Outdoor advertising's 1996 revenues represent growth of
approximately 7.3% over estimated total revenues for 1995.
 
     Advertisers purchase outdoor advertising for various reasons. Outdoor
advertising offers repetitive impact and a relatively low
cost-per-thousand-impressions, a commonly used media measurement, as compared to
television, radio, newspaper, magazine and direct mail marketing. Accordingly,
because of its cost-effective nature, outdoor advertising is a good vehicle to
build "mass market" support. In addition, outdoor advertising can be used to
target a defined audience in a specific location and, therefore, can be relied
upon by local businesses concentrating on a particular geographic area where
customers have specific demographic characteristics. For instance, restaurants,
motels, service stations and similar roadside businesses may use outdoor
advertising to reach potential customers close to the point of sale and provide
directional information. Other local businesses such as television and radio
stations and consumer products companies may wish to appeal more broadly to
customers and consumers in the local market. National brand name advertisers may
use the medium to attract customers generally and build brand awareness. In all
cases, outdoor advertising can be combined with other media such as radio and
television to reinforce messages being provided to consumers.
 
     The outdoor advertising industry has experienced significant changes due to
a number of factors. First, the entire "out-of-home" advertising category has
expanded to include, in addition to traditional billboards and roadside
displays, displays in shopping centers and malls, airports, stadiums, movie
theaters and supermarkets, as well as on taxis, trains, buses and subways.
Second, the outdoor advertising industry has increased its visibility with and
attractiveness to local advertisers as well as national retail and consumer
products-oriented companies. Third, the industry has benefited significantly
from improvements in production technology, including the use of computer
printing, vinyl advertising copy and improved lighting techniques, which have
facilitated a more dynamic, colorful and creative use of the medium. This
technological advance has permitted the outdoor advertising industry to respond
more promptly and cost effectively to the changing needs of its advertising
customers and to make greater use of advertising copy used in other media.
Lastly, the outdoor advertising industry has benefited from the growth in
automobile travel time for business and leisure due to increased highway
congestion and continued demographic shifts of residences and businesses from
the cities to outlying suburbs. The Company believes that the foregoing trends
have resulted in increased consumer exposure to existing billboard structures at
a time when other media have been fragmenting their audiences as the number of
broadcast and cable networks and other narrowly targeted formats has increased.
 
     An expanding opportunity within the out-of-home advertising industry is
transit advertising. Local governments are providing transit shelters and
benches to enhance the service and image of local transit systems and these
locations, as well as buses, are increasingly being used for
out-of-home-advertising.
 
                                       44
<PAGE>   49
 
Municipalities have begun to issue contracts for transit displays on bus
shelters, subways, benches and buses to private enterprises. Under these
contracts, the private party constructs the shelters or benches, which it can
use for advertising displays. The primary benefits of privatizing transit
advertising are the avoidance of capital expenditures by the municipality, the
prospect of additional revenue for the municipality, the consistent quality that
a coordinated transit program can provide and the benefits of regular cleaning
and maintenance undertaken by private enterprises.
 
     The outdoor advertising industry is comprised of several large outdoor
advertising and media companies with operations in multiple markets, as well as
many smaller and local companies operating a limited number of structures in a
single or a few local markets. While the industry has experienced some
consolidation within the past few years, the OAAA estimates that there are still
approximately 600 companies in the outdoor advertising industry operating
approximately 396,000 bulletin and poster display faces. The Company expects the
trend of consolidation in the outdoor advertising industry to continue.
 
OPERATING STRATEGY
 
     The Company's primary objective is to be the leading provider of outdoor
advertising services in each of its markets. The Company's successful operating
strategy, focusing on superior sales and service, optimal management of its
inventory, centralized administration and strategic acquisitions, has enabled it
to improve the historical operating results in each of its existing markets.
Management intends to apply this strategy to each of its newly-acquired markets.
 
- Superior Sales and Service.  The Company seeks to gain market share in each of
  its markets through an intensive focus on customer sales and service, quality
  displays and competitive pricing. The Company has recruited and trained a
  skilled sales force that is motivated by a program of commission-based
  compensation and supported by a network of experienced local managers who
  operate under a centrally coordinated marketing plan. Each of the Company's
  markets has a general manager who is actively engaged in sales. In addition,
  the Company seeks to attract and retain advertisers through creative
  advertising layouts, timely installation and rotation of displays and rapid
  response to customer needs. The Company believes the 3M Media Acquisition will
  result in increased sales efficiencies from the addition of new markets and
  the implementation of the Company's sales compensation program in 3M Media's
  markets.
 
- Optimal Inventory Management.  The Company seeks to balance advertising rate
  growth with optimal occupancy of its displays in order to maximize revenues.
  The Company's variety of outdoor advertising displays in its geographically
  diverse markets permits flexibility in pricing and packaging its display
  inventory.
 
- Centralized Administration.  The Company has consolidated substantially all of
  its administration, accounting, sales management and leasing management
  functions into its Phoenix headquarters and four regional offices. This
  centralization allows the Company to focus local efforts on customer service
  and sales and to exercise greater control over administrative costs and
  expenses. The Company expects to consolidate substantially all of the
  administration, accounting, sales management and leasing management functions
  of 3M Media into its existing headquarters and regional offices.
 
- Strategic Acquisitions.  The Company pursues strategic acquisitions in
  existing and new markets to achieve increased operating efficiencies, greater
  geographic diversification and increased market penetration. The Company is
  primarily interested in further expansion in the 50 largest United States
  markets, because these markets typically generate greater outdoor market
  revenues, readily attract national advertisers, provide a better basis for
  regional advertising, attract quality management and offer opportunities to
  gain a larger market share from competitive media.
 
                                       45
<PAGE>   50
 
MARKETS
 
     The Company's markets generally possess demographic characteristics that
are attractive to national advertisers, allowing the Company to package displays
in several of its markets in a single contract so that advertisers in national
and regional campaigns can simplify their purchasing process while presenting
their messages in multiple markets. Each market also has unique local
industries, businesses, sports franchises and special events that are frequent
users of outdoor advertising. The following table sets forth certain information
with respect to the Company's outdoor markets as of December 31, 1996 after
giving effect to the Acquisitions:
 
<TABLE>
<CAPTION>
                                                                                                MALL AND              TOTAL
                                                     MARKET                30-SHEET   8-SHEET   AIRPORT              DISPLAY
                      MARKET                          RANK    BULLETINS    POSTERS    POSTERS   POSTERS    TRANSIT    FACES
---------------------------------------------------  ------   ---------    --------   -------   --------   -------   -------
<S>                                                  <C>      <C>          <C>        <C>       <C>        <C>       <C>
UNITED STATES:
New York-New Jersey(1).............................      1         864       2,979       262         --     2,710     6,815
Los Angeles........................................      2       1,587       2,961        --         --     2,912     7,460
Chicago............................................      3         756          --       640         --        --     1,396
Philadelphia.......................................      4          23          --        --         --       498       521
San Francisco......................................      5         213       1,005       563         --     1,528     3,309
Dallas.............................................      8         849          --        --         --        --       849
Detroit............................................      9       1,099       1,342        91         --     1,000     3,532
Houston............................................     10       1,316          --        --         --        --     1,316
Atlanta............................................     11       1,234       1,679        --         --       650     3,563
Cleveland..........................................     13          70          --        --         --        --        70
Minneapolis........................................     14          54          --        --         --        --        54
Miami-Ft. Lauderdale...............................     15         404          --        --         --        --       404
Tampa-St. Petersburg-Sarasota......................     16         881          --        --         --        --       881
Phoenix............................................     17         807       1,516       659         --     1,490     4,472
Sacramento-Stockton-Modesto........................     18         506       1,271        --         --        --     1,777
Denver.............................................     19         399         784        --         --     5,266     6,449
St. Louis..........................................     20         466         833         1         --        --     1,300
San Diego..........................................     23         109         541        --         --       680     1,330
Orlando............................................     24         466          --        --         --        --       466
Portland, OR.......................................     25          17          --        --         --        --        17
Indianapolis.......................................     26         137          --        --         --        --       137
Hartford-New Haven.................................     27         151         831        --         --        --       982
Cincinnati.........................................     28         104          --        --         --        --       104
Salt Lake..........................................     29          61          --        --         --        --        61
Charlotte..........................................     30         145          --        --         --        --       145
Raleigh-Durham.....................................     32          33          --        --         --        --        33
Nashville..........................................     33         248          --        --         --        --       248
Kansas City........................................     34         432         840        --         --        --     1,272
Columbus, OH.......................................     35         104          --        --         --        --       104
San Antonio........................................     36          85          --        --         --        --        85
Grand Rapids.......................................     38         120         568        --         --       180       868
New Orleans........................................     40         458       1,042       428         --       214     2,142
Memphis............................................     41          77          --        --         --        --        77
Buffalo............................................     42         116          --        --         --        --       116
Albuquerque........................................     43          99          --        --         --        --        99
Fresno.............................................     46         125         892        --         --        --     1,017
Louisville.........................................     49         329       1,052       243         --       224     1,848
Winston-Salem......................................     50          35          --        --         --        --        35
Birmingham.........................................     51         154          --        --         --        --       154
West Palm Beach....................................     52         219          --        --         --        --       219
Dayton.............................................     53         123          --        --         --        --       123
Jacksonville.......................................     55         178          --        --         --        --       178
Charleston, SC.....................................     57         181          --        --         --        --       181
Flint..............................................     59          86         423        32         --        --       541
Knoxville..........................................     63          78          --        --         --        --        78
Roanoke............................................     70          49          --        --         --        --        49
Rochester..........................................     73          --          --        --         --     3,715     3,715
Shreveport.........................................     74          41          --        --         --        --        41
Omaha..............................................     75          52          --        --         --        --        52
Tucson.............................................     78         170           6       338         --        10       524
Rio Grande.........................................     82         316          --        --         --        --       316
Columbia, SC.......................................     83         158          --        --         --        --       158
El Paso............................................     84          81          --        --         --        --        81
Chattanooga........................................     85          63          --        --         --        --        63
Jackson, MS........................................     87          76          --        --         --        --        76
Ft. Myers..........................................     96         108          --        --         --        --       108
Colorado Springs...................................     99          62          --        --         --        --        62
Ft. Wayne..........................................    106          69          --        --         --        --        69
Tyler, TX..........................................    110          87          --        --         --        --        87
Eugene.............................................    123          77         382        --         --        --       459
Bakersfield, CA....................................    124          50          --        --         --        --        50
Reno...............................................    126         104          --        --         --        --       104
</TABLE>
 
                                       46
<PAGE>   51
 
<TABLE>
<CAPTION>
                                                                                                MALL AND              TOTAL
                                                     MARKET                30-SHEET   8-SHEET   AIRPORT              DISPLAY
                      MARKET                          RANK    BULLETINS    POSTERS    POSTERS   POSTERS    TRANSIT    FACES
---------------------------------------------------            ------       ------     -----     -----     ------    ------
<S>                                                  <C>      <C>          <C>        <C>       <C>        <C>       <C>
UNITED STATES (CONTINUED):
Columbus, GA.......................................    127         190         412       100         --        --       702
Beaumont...........................................    135         110          --        --         --        --       110
Midland-Odessa, TX.................................    144          47          --        --         --        --        47
Non-Metro Markets..................................    N/A      12,439         175        --         --        --    12,614
Mall Advertising Displays..........................    N/A          --          --        --      6,700        --     6,700
                                                                ------      ------     -----      -----    ------    ------
  UNITED STATES TOTAL(1)...........................             30,347      21,534     3,357      6,700    21,077    83,015
                                                                ------      ------     -----      -----    ------    ------
CANADA:
Toronto............................................      1         157       1,491        --        408     3,202     5,258
Montreal...........................................      2          77         793        --        297     1,788     2,955
Ottawa.............................................      6           8         188        --         61        --       257
Winnipeg...........................................      7         107         247        --         56       349       759
Quebec City........................................      8         184         333        --        125       241       883
Hamilton...........................................      9          19         303        --         80       598     1,000
Halifax............................................     14          15         173        --         28       214       430
Other..............................................    N/A         145       1,247        --        278       301     1,971
                                                                ------      ------     -----      -----    ------    ------
  CANADA TOTAL.....................................                712       4,775         0      1,333     6,693    13,513
                                                                ------      ------     -----      -----    ------    ------
  TOTAL(1)(2)......................................             31,059(3)   26,309     3,357      8,033    27,770    96,528
                                                                ======      ======     =====      =====    ======    ======
</TABLE>
 
---------------
(1) Display faces do not include 125,000 subway advertising display faces in New
    York City.
 
(2) The Company may be required to make divestitures in certain markets in order
    to receive antitrust clearance for the 3M Media Acquisition. If the 3M Media
    Acquisition is not consummated, the Company will have 8,405 bulletins,
    23,880 30-sheet posters, 3,357 8-sheet posters, 1,333 mall and airport
    posters, and 27,770 transit display faces, for a total of 64,745 display
    faces. See "Risk Factors -- Possible Non-Consummation of the 3M Media
    Acquisition."
 
(3) Includes 141 wall murals and 51 "Spectacular" signs.
 
INVENTORY
 
     The Company operates four standard types of outdoor advertising billboards
and displays:
 
- Bulletins generally are 14 feet high and 48 feet wide (672 square feet) and
  consist of panels on which advertising copy is displayed. The advertising copy
  is either hand painted onto the panels at the facilities of the outdoor
  advertising company in accordance with design specifications supplied by the
  advertiser and attached to the outdoor advertising structure, or is printed
  with computer-generated graphics on a single sheet of vinyl that is "wrapped"
  around the structure. On occasion, to attract more attention, some of the
  panels may extend beyond the linear edges of the display face and may include
  three-dimensional embellishments. Because of their greater impact and higher
  cost, bulletins are usually located on major highways.
 
- 30-sheet posters generally are 12 feet high by 25 feet wide (300 square feet)
  and are the most common type of billboard. Advertising copy for 30-sheet
  posters consists of lithographed or silk-screened paper sheets supplied by the
  advertiser that are pasted and applied like wallpaper to the face of the
  display, or single sheets of vinyl with computer-generated advertising copy
  that are wrapped around the structure. 30-sheet posters are concentrated on
  major traffic arteries.
 
- Junior (8-sheet) posters usually are 6 feet high by 12 feet wide (72 square
  feet). Displays are prepared and mounted in the same manner as 30-sheet
  posters, except that vinyl sheets are not typically used on junior posters.
  Most junior posters, because of their smaller size, are concentrated on city
  streets and target pedestrian traffic.
 
- Transit displays include displays on bus shelters, subways and bus benches.
  Bus shelters and benches are usually constructed, owned and maintained by the
  outdoor advertising company under a contract with the municipality or transit
  authority which receives a share of the shelter's advertising revenues. Bus
  shelter displays are enclosed within glassed, backlighted cases on sides of a
  pedestrian shelter at an urban bus stop on city easements or sidewalks. Subway
  displays are located within subway stations and walkways as well as in subway
  trains. Advertisements appear on lithographed or silk-screened posters
  supplied in a single sheet by the advertiser. Transit displays are an
  attractive medium to advertisers using "vertical" advertising copy,
 
                                       47
<PAGE>   52
 
  such as magazines and movie posters, because the advertising copy is easily
  adapted for use in transit shelters.
 
     Billboards generally are mounted on structures owned by the outdoor
advertising company and located on sites that are either owned or leased by it
or on which it has acquired a permanent easement. Billboard structures, bus
shelters and benches are durable, have long useful lives and do not require
substantial maintenance. When disassembled, they typically can be moved and
relocated at new sites.
 
SALES AND SERVICE
 
     The Company devotes considerable time and resources to recruiting, training
and coordinating the activities of its sales force. Sales personnel are
compensated primarily on a commission basis to maximize the incentive to
perform. Messrs. Moreno and Kelly, the Company's two principal officers
responsible for day-to-day operations, have an aggregate of 42 years of
experience in the outdoor advertising industry, virtually all of which has been
spent in sales and management positions.
 
CUSTOMERS
 
     Advertisers usually contract for outdoor displays 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. The Company pays commissions to the
agencies for advertising contracts that are procured by or through those
agencies. Advertising rates 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 is measured by the number of vehicles
passing the site during a defined period and is weighted to give effect to such
factors as its proximity to other displays, the speed and viewing angle of
approaching traffic, the national average of adults riding in vehicles and
whether the display is illuminated. The number of impressions delivered by a
display is verified by independent auditing companies.
 
     The size and geographic diversity of the Company's markets allows the
Company to attract national advertisers by providing the opportunity to package
displays in several of its markets in a single contract to allow a national
advertiser to simplify its purchasing process and present its message in several
markets. National advertisers generally seek wide exposure in major markets and
therefore tend to make larger purchases. The Company competes for national
advertisers primarily on the basis of price, availability and service. The
Company believes the 3M Media Acquisition will enhance its ability to package
displays in several existing markets as well as several new markets.
 
     The Company also focuses its efforts on local sales. Local advertisers tend
to have smaller advertising budgets and require greater assistance from the
Company's production and creative personnel to design and produce advertising
copy. In local sales, the Company often expends more sales efforts on educating
customers regarding the benefits of outdoor media and helping potential
customers develop an advertising strategy using outdoor advertising. While price
and availability are important competitive factors, service and customer
relationships are also critical components of local sales.
 
     Although tobacco revenues have historically accounted for a significant
portion of outdoor advertising revenues, in the 1990s, due to a declining
population of smokers, societal pressures, consolidation in the tobacco industry
and price competition from generic brands, the leading tobacco companies
substantially reduced their expenditures for outdoor advertising. Because
tobacco advertisers often utilized some of the industry's prime inventory, the
decline in tobacco-related advertising expenditures made this space available
for other advertisers, including those that had not traditionally utilized
outdoor advertising. As a result of this decline in tobacco-related advertising
revenues and the increased use of outdoor advertising by other advertisers, the
range of the Company's advertisers has become quite diverse, with no single
category of advertisers accounting for more than 16.4% of the Company's net
revenues for 1996.
 
                                       48
<PAGE>   53
 
     The following table sets forth the net revenues by advertising category for
the Company for the year ended December 31, 1996.
 
                         1996 NET REVENUES BY CATEGORY
 
<TABLE>
<CAPTION>
                                                                              PERCENTAGE OF
                                                                              NET REVENUES
                                                                              -------------
    <S>                                                                       <C>
    Retail/Consumer Products................................................       16.4%
    Travel and Entertainment................................................       12.1
    Tobacco.................................................................        8.2
    Automotive..............................................................        6.8
    Health..................................................................        6.1
    Restaurants.............................................................        5.4
    Beer....................................................................        5.3
    Media...................................................................        5.0
    Banking.................................................................        4.2
    Liquor..................................................................        3.2
    Beverages -- Soft Drinks................................................        2.5
    Hotels..................................................................        2.1
    Miscellaneous...........................................................       22.7
                                                                                  -----
              Total.........................................................      100.0%
                                                                                  =====
</TABLE>
 
PRODUCTION
 
     The Company has internal production facilities and staff to perform the
full range of activities required to develop, create and install outdoor
advertising. Production work includes creating the advertising copy design and
layout, painting the design or coordinating its printing and installing the
designs on its displays. The Company usually provides its full range of
production services to local advertisers and to advertisers that are not
represented by advertising agencies, since national advertisers and advertisers
represented by advertising agencies often use preprinted designs that require
only installation. However, the Company's creative and production personnel
frequently are involved in production activities even when advertisers are
represented by agencies by developing new designs or adapting copy from other
media for use on billboards. The Company's artists also assist in the
development of marketing presentations, demonstrations and strategies to attract
new advertisers.
 
     With the increased use of vinyl and pre-printed advertising copy furnished
to the outdoor advertising company by the advertiser or its agency, outdoor
advertising companies are becoming less responsible for labor-intensive
production work since vinyl and pre-printed copy is typically produced by the
advertiser or its agency and can be installed quickly. The Company believes that
this trend over time will reduce operating expenses associated with production
activities.
 
COMPETITION
 
     The Company competes in each of its markets with other outdoor advertisers
as well as other media, including broadcast and cable television, radio, print
media and direct mail marketers. In addition, the Company also competes with a
wide variety of "out-of-home" media, including advertising in shopping centers
and malls, airports, stadiums, movie theaters and supermarkets, as well as on
taxis, trains, buses and subways. Advertisers compare relative costs of
available media and cost-per-thousand-impressions, particularly when delivering
a message to customers with distinct demographic characteristics. In competing
with other media, outdoor advertising relies on its low
cost-per-thousand-impressions and its ability to reach a broad segment of the
population in a specific market or to target a particular geographic area or
population with a particular set of demographic characteristics within that
market.
 
                                       49
<PAGE>   54
 
     The outdoor advertising industry is highly fragmented, consisting of
several large outdoor advertising and media companies with operations in
multiple markets as well as smaller and local companies operating a limited
number of structures in single or a few local markets. Although some
consolidation has occurred over the past few years, according to the OAAA, there
are approximately 1,000 companies in the outdoor advertising industry operating
approximately 396,000 bulletin and poster display faces. In several of its
markets, the Company encounters direct competition from other major outdoor
media companies. The Company believes that its strong emphasis on sales and
customer service and its position as a major provider of advertising services in
each of its markets enable it to compete effectively with the other outdoor
advertising companies, as well as other media, within those markets. See "Risk
Factors -- Competition."
 
GOVERNMENT REGULATION
 
     U.S. Regulations.  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 10% of the federal appropriations for the construction and
improvement of highways within such states, to implement legislation to prohibit
billboards located within 660 feet of, or visible from, interstate and primary
highways except in commercial or industrial areas where off-site signage is
permitted provided it meets spacing and size restrictions. All of the states
have implemented regulations at least as restrictive as the Highway
Beautification Act, including the prohibition on the construction of new
billboards adjacent to federally-aided highways and the removal at the owner's
expense and without any compensation of any illegal signs 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 billboards to be removed from areas
adjacent to federally-aided highways.
 
     The states and local jurisdictions have, in some cases, passed additional
and more restrictive regulations which limit the construction, repair,
upgrading, height, size, location and/or operation of outdoor advertising
structures. Such regulations, often in the form of municipal building, sign or
zoning ordinances, specify minimum standards for the height, size and location
of billboards. In some cases, the construction of new billboards or relocation
of existing billboards is prohibited. Some jurisdictions also have restricted
the ability to enlarge or upgrade existing billboards, such as converting from
wood to steel or from nonilluminated to illuminated structures, and/or restrict
the reconstruction or repair of billboards which are substantially destroyed as
a result of storms or other causes. From time to time, governmental authorities
order the removal of billboards by the exercise of eminent domain. Thus far, the
Company believes it has been able to obtain satisfactory compensation for any of
its structures removed at the direction of governmental authorities, although
there is no assurance that it will be able to continue to do so in the future.
 
     Amortization of billboards has also been adopted in varying forms in
certain jurisdictions. In theory, amortization permits the billboard owner to
operate its billboard as a non-conforming use for a specified period of time
until it has recouped its investment, after which it must remove or otherwise
conform its billboard to the applicable regulations at its own cost without any
compensation. Amortization and other regulations requiring the removal of
billboards without compensation have been subject to vigorous litigation in the
state and federal courts and cases have reached differing conclusions as to the
constitutionality of these regulations. Several municipalities in the Company's
markets, including municipalities or townships in Denver, Houston, Jacksonville,
Kansas City and St. Louis, currently have amortization ordinances or
regulations. Ordinances requiring the removal of a billboard without
compensation, whether through amortization or otherwise, are being challenged in
various state and federal courts with conflicting results. In some cities,
amortization ordinances or regulations are not being enforced or have been held
unconstitutional. However, no assurance can be given as to the effect on the
Company of the enforcement of existing laws or regulations, or of new laws and
regulations that may be adopted in the future.
 
     In recent years, there have been efforts to restrict billboard advertising
of certain products, including tobacco and alcohol. Congress has passed no
legislation at the federal level except legislation requiring health hazard
warnings similar to those on cigarette packages and print advertisements. In
1996, the Food and Drug Administration promulgated rules which, among other
things, would limit certain types of outdoor advertising by tobacco companies.
While certain of these regulations have been declared invalid by a lower court
ruling,
 
                                       50
<PAGE>   55
 
appeals are likely and there can be no assurance that further developments
resulting in a validation or implementation of these or similar regulations will
not occur. Outdoor advertising of tobacco products also may be affected by city
or state regulations. For example, in 1995, the Court of Appeals for the Fourth
Circuit upheld the validity of a Baltimore city ordinance restricting the
placement of outdoor advertisements of cigarettes and alcohol in publicly
visible locations, such as billboards, signboards and sides of buildings.
Subsequently, the United States Supreme Court declined to review an appeal of
the case. Restrictions similar to the Baltimore ordinance are also being
contemplated or introduced in other states or municipalities around the country,
including New Jersey, New York City and Los Angeles. While Baltimore is not a
municipality in which the Company conducts business, there can be no assurance
that additional local or state governments will not enact similar ordinances or
statutes to limit outdoor advertising of tobacco in the future in markets in
which the Company operates. Certain states in which the Company operates have
historically prohibited the outdoor advertising of distilled spirits. In
California, transit shelter advertising posters are maintained on public rights
of way, and most of the contracts prohibit tobacco and/or alcohol advertising.
San Francisco has adopted an ordinance banning all tobacco and alcohol
advertising on public property, but has "grandfathered" existing sales contracts
through 2002. For each of the past three years, the California legislature has
considered proposed legislation which would ban, or substantially limit, all
outdoor advertising of tobacco. While that legislation has not been passed, the
proponents have publicly stated they will continue to attempt to have such
proposal enacted. It is uncertain whether additional legislation of this type
will be enacted on the national level or in any of the markets in which the
Company operates.
 
     It also recently has been reported that certain cigarette manufacturers who
are defendants in numerous class action suits throughout the United States have
reached agreement with Attorneys General of various states for an out of court
settlement with respect to such suits that would, among other things, prohibit
outdoor advertising by the tobacco industry. The settlement is subject to
various conditions including approval and implementing legislation by the United
States Congress. There can be no assurance as to the effect of this settlement
agreement and potential legislation on the Company's business and on its net
revenues and financial position. A reduction in billboard advertising by the
tobacco industry would cause an immediate reduction in the Company's direct
revenue from such advertisers and would simultaneously increase the available
space on the existing inventory of billboards in the outdoor advertising
industry. This could in turn result in a lowering of outdoor advertising rates
in each of the Company's outdoor advertising markets or limit the ability of
industry participants to increase rates for some period of time. Any such
consequence could have a material adverse effect on the Company.
 
     Canadian Regulations.  Outdoor advertising in Canada is subject to
regulation at the federal, provincial and municipal levels. These regulations
may prohibit advertising of certain products on outdoor signs in certain
locations. For example, in Ontario, billboards and posters advertising liquor
may not be placed within 200 meters of a primary or secondary school.
Additionally, Canadian federal legislation was enacted in April, 1997 which
effectively prohibits substantially all outdoor tobacco advertising. While this
legislation is being challenged, there can be no assurance that such challenge
will be successful. In addition, the placement of outdoor billboards and posters
is primarily regulated at the provincial and local level. For example, Quebec
regulates the placement of advertising adjacent to highways, as well as the
language of outdoor signs.
 
     General.  To date, regulations in the Company's markets have not materially
adversely affected its operations. However, the outdoor advertising industry is
heavily regulated and at various times and in various markets can be expected to
be subject to varying degrees of regulatory pressure affecting the operation of
advertising displays. Accordingly, although the Company's experience to date is
that the regulatory environment can be managed, no assurance can be given that
existing or future laws or regulations will not materially adversely affect the
Company. See "Risk Factors -- Regulation of Outdoor Advertising."
 
                                       51
<PAGE>   56
 
                                   MANAGEMENT
 
EXECUTIVE OFFICERS AND DIRECTORS
 
     The executive officers and directors of the Company are as follows:
 
<TABLE>
<CAPTION>
                                                                                          YEARS
                                                                                          WITH
              NAME                 AGE                      POSITION                     COMPANY
---------------------------------  ---   ----------------------------------------------  -------
<S>                                <C>   <C>                                             <C>
William S. Levine................  65    Chairman of the Board and Director                 17
Arthur R. Moreno.................  50    President, Chief Executive Officer and             13
                                         Director
Wally C. Kelly...................  40    Senior Vice President                              13
Robert M. Reade..................  57    Vice President                                      5
Bill M. Beverage.................  46    Treasurer, Secretary and Chief Financial            6
                                         Officer
Brian J. O'Connor................  41    Director                                            4
Stephen F. Butterfield...........  44    Director                                            1
</TABLE>
 
     Mr. Levine, a founder and principal stockholder of the Company, has been
Chairman of the Board and a director of the Company since its formation. Mr.
Levine has 17 years of experience in the outdoor advertising industry. He is an
owner and officer of numerous privately-owned firms and commercial real estate
operations. Since 1990, Mr. Levine has dedicated a substantial portion of his
time to the Company's affairs.
 
     Mr. Moreno has served as the Company's President and Chief Executive
Officer and has been a director of the Company since April 1984. Mr. Moreno has
24 years of experience in the outdoor advertising industry. From 1981 to 1984,
Mr. Moreno served as President and General Manager of Gannett Outdoor of New
Jersey. From 1979 to 1981, he was President and General Manager of Gannett
Outdoor of Kansas City (Missouri). From 1973 to 1981, Mr. Moreno worked in
Phoenix as a Vice President of Sales for Gannett Outdoor and its predecessor
company. Mr. Moreno is also a director of Ugly Duckling, Inc.
 
     Mr. Kelly has been the Company's Senior Vice President since 1984. Mr.
Kelly has 18 years of experience in the outdoor advertising business. From 1979
to 1984, Mr. Kelly worked for Whiteco Metrocom, Inc. in Tucson (1979 to 1981) as
Sales Manager and in Chicago as Vice President of National Sales (1982 to 1984).
 
     Mr. Beverage has served as the Company's Controller since 1992, its
Treasurer and Secretary since May 1993, and its Chief Financial Officer since
October 1995. Mr. Beverage has 18 years of experience in the accounting
departments of various outdoor advertising companies. From 1990 to 1992, he
served as the Company's Atlanta real estate manager. From 1988 until 1990, he
worked for Outdoor Today, Inc. in Atlanta (which was acquired by the Company in
1990) as a consultant and as its accounting manager. Prior to 1988, he worked
for five years for Turner Outdoor Advertising in Atlanta and for four years for
Creative Displays in Atlanta. From 1976 to 1979, he was an auditor for Arthur
Young & Co. (now known as Ernst & Young).
 
     Mr. Reade has been Vice President of the Company since May 1997. He served
as the Company's Director of Real Estate from April 1993 to May 1997 and was a
consultant to the Company from 1992 to April 1993. Mr. Reade has 28 years of
experience in the outdoor advertising industry. From 1987 to 1990, Mr. Reade
served as President and Chief Operating Officer of a major convenience store
chain and from 1985 to 1987 was Real Estate Manager of such chain. In 1985, Mr.
Reade served as Vice President, Sales and Marketing for Gannett Outdoor Group in
New York and from 1970 to 1985 he was General Manager for Gannett Outdoor and
its predecessor company in Phoenix.
 
     Mr. O'Connor has been a Senior Vice President and financial principal of
Alden Capital Markets, Inc., which underwrites and trades securities for various
local governments in Arizona and the western United States, since 1990. From
1988 to 1990, he was a Senior Vice President with Capital Markets Corporation, a
financial advisor and underwriter of tax exempt securities for state and local
governments. From 1987 to 1988, he was a Vice President for Security Pacific
Merchant Bank in Phoenix. From 1983 to 1987, Mr. O'Connor
 
                                       52
<PAGE>   57
 
was with Boettcher & Company, Inc., a regional investment banking firm
specializing in municipal finance. Mr. O'Connor has been a director of the
Company since 1993.
 
     Mr. Butterfield has been President of Student Loan Acquisition Authority of
Arizona, a not-for-profit firm which participates in the secondary market for
student loans, since 1991. From 1988 to 1991, Mr. Butterfield served as
President of Western Loan Marketing Association. From 1987 to 1988, Mr.
Butterfield served as Vice President of Security Pacific Merchant Bank, and from
1983 to 1987 he was a partner of Boettcher & Company, Inc., a regional
investment banking firm specializing in municipal finance. From 1974 to 1983,
Mr. Butterfield served in various positions with Young Smith & Peacock, an
Arizona-based municipal bond house. Mr. Butterfield was elected a director of
the Company in April 1996.
 
     The Company instituted a classified Board of Directors on April 17, 1996.
Upon the completion of their initial terms, which vary from one to three years,
all directors of the Company hold office for three year terms until the next
annual meeting of stockholders of the Company and until their successors are
duly elected and qualified. Executive officers of the Company are elected by the
Board of Directors on an annual basis and serve at the discretion of the Board
of Directors.
 
EXECUTIVE COMPENSATION
 
     The following table sets forth certain information regarding compensation
awarded to, paid to, or earned by, the Company's Chief Executive Officer, its
Chairman of the Board and each of the two executive officers of the Company, in
addition to the Chief Executive Officer, whose total annual salary and bonus
exceeded $100,000 for the fiscal year ended December 31, 1996 (together, these
persons are sometimes referred to as the "Named Executives").
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                     LONG TERM
                                                                   COMPENSATION
                                    ANNUAL COMPENSATION       -----------------------
  NAME AND PRINCIPAL              -----------------------     INCENTIVE       STOCK          ALL OTHER
       POSITION          YEAR      SALARY        BONUS          UNITS        OPTIONS      COMPENSATION(1)
-----------------------  ----     --------     ----------     ---------     ---------     ---------------
<S>                      <C>      <C>          <C>            <C>           <C>           <C>
Arthur R. Moreno.......  1996     $475,000     $1,403,989(2)   $     --     1,029,429         $ 3,510
  President and Chief    1995      375,000        311,614(2)         --            --           3,287
  Executive Officer      1994      275,000        283,163(2)         --            --           3,206
William S. Levine......  1996      450,000(3)          --            --            --              --
  Chairman of the Board  1995      350,000(3)          --            --            --              --
                         1994      250,000(3)          --            --            --              --
Wally C. Kelly.........  1996      329,389             --            --       506,250           2,065
  Senior Vice President  1995      283,987             --            --            --           2,193
                         1994      244,890             --            --            --           1,743
Bill M. Beverage.......  1996      101,327             --                     253,125           3,510
  Treasurer, Secretary   1995       91,483             --        25,000(4)         --           2,958
  and Chief Financial    1994       76,613             --        10,000            --           2,412
  Officer                                                         7,500
</TABLE>
 
---------------
(1) The amounts in this column include the following: (i) Company contributions
    to a 401(k) plan for fiscal years 1996, 1995 and 1994, respectively, as
    follows: Mr. Moreno, $1,425, $1,386 and $1,305; Mr. Kelly, $1,155, $780 and
    $330; and Mr. Beverage, $1,425, $1,057 and $511; and (ii) health insurance
    premiums paid for fiscal years 1996, 1995 and 1994, respectively, as
    follows: Mr. Moreno, $2,085, $1,901 and $1,901; Mr. Kelly, $1,450, $1,413
    and $1,413; and Mr. Beverage, $2,085, $1,901 and $1,901.
 
(2) The bonus amount shown for 1996 includes (i) $1,025,804 paid subsequent to
    the end of fiscal year 1996 by reference to operating results for fiscal
    year 1996, and (ii) $378,185 paid in 1996 by reference to operating results
    for fiscal year 1995. For 1995 and 1994, the amounts shown represent bonus
    earned and paid in the fiscal year indicated in an amount determined by
    reference to operating results for the prior year. The bonus is based upon
    an understanding between the Company and Mr. Moreno that, for so long as Mr.
    Moreno is the Chief Executive Officer and President of the Company, Mr.
    Moreno may be
 
                                       53
<PAGE>   58
 
    awarded an annual bonus in an amount equal to 1.25% of the Company's EBITDA
    for the immediately preceding fiscal year as reflected in the Company's
    audited financial statements. Pursuant to this understanding, the bonus for
    a particular fiscal year was awarded at the discretion of the Board of
    Directors following a review by the Compensation Committee after the audited
    financial statements for the previous fiscal year had been released by the
    Company's auditors. The terms of this understanding have been incorporated
    into the Incentive Bonus Plan for the Chief Executive Officer approved by
    stockholders at the 1997 Annual Meeting of Stockholders.
 
(3) Mr. Levine received no salary, bonus or other compensation from the Company
    for his services as Chairman of the Board. The amounts shown as annual
    compensation represent management fees paid by the Company to two entities
    controlled by Mr. Levine for providing Mr. Levine's services to the Company.
 
(4) Represents the dollar value of incentive units awarded to Mr. Beverage,
    which entitle Mr. Beverage to receive up to 1,632 shares of Common Stock,
    based on the market price of the Common Stock on the date of the grant. The
    incentive units were awarded pursuant to the Company's 1996 Omnibus Plan,
    vest ratably over a period of four years from the date of grant or earlier
    upon a change in control of the Company and entitle Mr. Beverage to receive
    the shares of Common Stock subject to the vested incentive units immediately
    following termination of employment because of a change in control of the
    Company and over a four-year period following termination of employment for
    any other reason.
 
                                       54
<PAGE>   59
 
                             PRINCIPAL STOCKHOLDERS
 
     The table below sets forth the number and percentage of outstanding shares
of Common Stock beneficially owned by (i) each person known by the Company to
own beneficially more than 5% of the outstanding shares of Common Stock, (ii)
each director of the Company, (iii) each executive officer of the Company, and
(v) all directors and executive officers of the Company as a group. The Company
believes that each individual or entity named has sole investment and voting
power with respect to shares of Common Stock indicated as beneficially owned by
such stockholder, except as otherwise noted.
 
   
<TABLE>
<CAPTION>
                                                                       NUMBER OF        PERCENT
                    NAME OF BENEFICIAL OWNER                            SHARES          OF CLASS
-----------------------------------------------------------------    -------------     ----------
<S>                                                                  <C>               <C>
William S. Levine................................................    20,333,360 (1)        25.2%
  1702 E. Highland, Suite 310
  Phoenix, Arizona 85016
Arthur R. Moreno.................................................    16,901,980 (2)        19.4
  2502 N. Black Canyon Highway
  Phoenix, Arizona 85009
Stephen J. Haberkorn.............................................     7,365,922 (3)         9.1
  1702 E. Highland, Suite 310
  Phoenix, Arizona 85016
Putnam Investments, Inc..........................................     6,011,746 (4)         7.4
  One Post Office Square
  Boston, Massachusetts 02109
Wally C. Kelly...................................................       430,518 (5)       *
Bill M. Beverage.................................................        63,282 (6)       *
Robert M. Reade..................................................        46,690 (7)       *
Stephen F. Butterfield...........................................        77,625 (8)       *
Brian J. O'Connor................................................        27,000 (9)       *
All directors and executive officers as a group (7 persons)......    30,514,533(10)        34.9%
</TABLE>
    
 
---------------
  * Represents less than 1% of the number of outstanding shares of Common Stock.
 
   
 (1) Includes 7,365,922 shares of Common Stock owned by M-K Link Investments
     Limited Partnership ("M-K Link") over which Mr. Levine shares voting
     control with Mr. Moreno and over which Messrs. Levine and Moreno have
     certain rights of first refusal with respect to certain private sales. Of
     those 7,365,922 shares, 452,260 shares are subject to an option granted to
     Mr. Levine (now held by Levine Investments Limited Partnership, Mr.
     Levine's family partnership) and 2,990,127 shares are subject to an option
     granted to Mr. Moreno (see Note 2 below). Mr. Levine disclaims beneficial
     ownership of the shares owned by M-K Link except to the extent of the
     452,260 shares subject to the option granted to Mr. Levine. The option for
     the 452,260 shares of Common Stock of M-K Link and 12,851,438 shares of
     Common Stock attributed to Mr. Levine are owned by Levine Investments
     Limited Partnership, 1702 E. Highland, Suite 310, Phoenix, Arizona 85016.
     Mr. Levine is the sole general partner of Levine Investments Limited
     Partnership; Mr. Levine, his wife and children are the limited partners.
     Mr. Levine disclaims beneficial ownership of such shares and option except
     in his capacity as general partner and to the extent of his partnership
     interest therein. The remaining 116,000 shares of Common Stock attributed
     to Mr. Levine are held by William S. and Ina Levine Foundation (the "Levine
     Family Foundation"), a charitable foundation of which Mr. Levine is
     President and member of the Board of Directors. Mr. Levine disclaims
     beneficial ownership of the shares held by the Levine Family Foundation.
    
 
 (2) Includes 7,365,922 shares of Common Stock owned by M-K Link over which Mr.
     Moreno shares voting control with Mr. Levine and over which Messrs. Levine
     and Moreno have certain rights of first refusal with respect to certain
     private sales. Of those 7,365,922 shares, 2,990,127 shares are subject to
     an option granted to Mr. Moreno and 452,260 shares are subject to an option
     granted to Mr. Levine now held by Mr. Levine's family partnership (see Note
     1 above). Mr. Moreno disclaims beneficial ownership of the shares owned by
     M-K Link except to the extent of the 2,990,127 shares subject to the option
     granted to Mr. Moreno. Also includes (i) 6,180,208 shares of Common Stock
     that may be purchased by Mr. Moreno pursuant to options granted by the
     Company that are currently exercisable; (ii) 1,524,176 shares of Common
     Stock held by Mr. Moreno and his wife, as joint tenants; and (iii)
     1,831,674 shares held by BRN Properties Limited Partnership, an Arizona
     limited partnership of which Mr. Moreno is the sole general partner.
 
                                       55
<PAGE>   60
 
 (3) Represents shares of Common Stock held by M-K Link, 1702 E. Highland, Suite
     310, Phoenix, Arizona 85016, an Arizona limited partnership of which Mr.
     Haberkorn is the sole general partner. Of such shares, 3,442,387 are
     subject to options held by Levine Investments Limited Partnership and Mr.
     Moreno. Mr. Haberkorn disclaims beneficial ownership of shares owned by M-K
     Link, except in his capacity as general partner and to the extent of his
     partnership interest therein, and both he and M-K Link disclaim beneficial
     ownership of shares subject to options in favor of Levine Investments
     Limited Partnership and Mr. Moreno. Messrs. Levine and Moreno hold certain
     voting and rights of refusal power as to shares owned by M-K Link. See
     Notes 1 and 2 above.
 
 (4) Based on Schedule 13G, as amended, filed by the indicated person with the
     Securities and Exchange Commission reporting beneficial ownership as of
     December 31, 1996. Each of Putnam Investment Management, Inc. and the
     Putnam Advisory Company, Inc., wholly-owned registered investment advisors
     of Putnam Investments, Inc. having the same address, also filed a Schedule
     13G with the Commission which, as amended, reports beneficial ownership of
     5,636,865 shares and 374,881 shares, respectively, as of December 31, 1996.
 
 (5) Represents options to purchase shares of Common Stock from the Company that
     are currently exercisable. Does not include any shares of Common Stock that
     Mr. Kelly may receive in settlement of Incentive Units.
 
 (6) Represents shares of Common Stock subject to options that are currently
     exercisable. Does not include any shares of Common Stock that Mr. Beverage
     may receive in settlement of Incentive Units.
 
 (7) Represents shares of Common Stock subject to options that are currently
     exercisable. Does not include any shares of Common Stock that Mr. Reade may
     receive in settlement of Incentive Units.
 
 (8) Includes (i) 3,375 shares of Common Stock owned by Mr. Butterfield's
     children, and (ii) 6,750 shares of Common Stock subject to options that are
     currently exercisable.
 
 (9) Includes 10,125 shares of Common Stock subject to options that are
     currently exercisable.
 
(10) Includes (i) 452,260 and 2,990,127 shares of Common Stock that may be
     acquired by Levine Investments Limited Partnership and Mr. Moreno,
     respectively, upon the exercise of options held by them to purchase shares
     held by M-K Link (see Notes 1 and 2 above), and (ii) 6,733,071 shares of
     Common Stock that may be acquired upon the exercise of options granted by
     the Company which are currently exercisable. Does not include shares of
     Common Stock that may be issued in settlement of Incentive Units.
 
                                       56
<PAGE>   61
 
                          DESCRIPTION OF CAPITAL STOCK
 
     As of the date of this Offering Memorandum, the Company's authorized
capital stock consists of 200,000,000 shares of Common Stock, $.01 par value per
share, and 12,000,000 shares of preferred stock, $1.00 par value per share
("Preferred Stock"), the terms and provisions of which may be designated by the
Board of Directors in the future. The following summary of the Company's capital
stock is qualified in its entirety by reference to the Company's Fourth Amended
and Restated Certificate of Incorporation (the "Certificate of Incorporation")
and the Bylaws. See "Available Information."
 
COMMON STOCK
 
     The Company is authorized to issue 200,000,000 shares of Common Stock, of
which 80,745,945 shares are issued and outstanding. Holders of Common Stock are
entitled to one vote per share on all matters on which the holders of Common
Stock are entitled to vote. Because holders of Common Stock do not have
cumulative voting rights and the Company has a classified Board of Directors,
the holders of a majority of the shares of Common Stock voting for the election
of directors can elect all of the members of the Board of Directors standing for
election at any particular meeting. The Common Stock is not redeemable and has
no conversion or preemptive rights. All of the outstanding shares of Common
Stock are fully paid and nonassessable. In the event of the liquidation or
dissolution of the Company, subject to the rights of the holders of any
outstanding shares of Preferred Stock, the holders of Common Stock are entitled
to share pro rata in any balance of the corporate assets available for
distribution to them. The Company may pay dividends if, when and as declared by
the Board of Directors from funds legally available therefor, subject to the
dividend provisions of any outstanding shares of Preferred Stock and
restrictions set forth in the Company's debt instruments.
 
PREFERRED STOCK
 
     Holders of shares of Preferred Stock have no preemptive rights or
cumulative voting rights. In addition to specific prohibitions set forth in the
Certificate of Incorporation, under Delaware law holders of preferred stock are
entitled to vote as a class upon any proposed amendment, whether or not entitled
to vote thereon by the Certificate of Incorporation, if such amendment would
increase or decrease the par value of the shares of such class, or alter or
change the powers, preferences, or special rights of the shares of such class so
as to affect them adversely.
 
                         DESCRIPTION OF THE 1996 NOTES
 
     The following summary of certain provisions of the 1996 Notes Indenture is
qualified in its entirety by reference to such document which is incorporated by
reference as an exhibit to the Registration Statement of which this Prospectus
is a part. Capitalized terms used below and not defined have the meanings set
forth in the 1996 Notes Indenture.
 
     The 1996 Notes were issued under the 1996 Notes Indenture among the
Company, the Subsidiary Guarantors (as defined therein) and The Bank of New
York, as trustee. The 1996 Notes are general unsecured obligations of the
Company subordinate in right of payment to all existing and future senior
indebtedness of the Company. The 1996 Notes are unconditionally guaranteed, on
an unsecured senior subordinated basis, as to payment of principal, premium, if
any, and interest, jointly and severally, by all of the Subsidiary Guarantors.
The 1996 Notes mature on October 15, 2006.
 
     The 1996 Notes are redeemable at the option of the Company, in whole or in
part, at any time on or after October 15, 2001, at the redemption prices set
forth in the 1996 Notes Indenture plus accrued and unpaid interest, if any, up
to but excluding the date of redemption. Also, on or prior to October 15, 1999,
the Company may redeem up to 35% of the principal amount of the 1996 Notes with
the net proceeds of one or more future public equity offerings, in cash, at 110%
of the principal amount thereof, together with accrued and unpaid interest, if
any, to the date of redemption; provided that 1996 Notes having an aggregate
principal amount of at least $162.5 million remain outstanding immediately after
any such redemption. Upon the
 
                                       57
<PAGE>   62
 
occurrence of a Change of Control (as defined), the Company will be required to
make an offer to purchase all 1996 Notes then outstanding at a purchase price,
in cash, equal to 101% of the principal amount thereof, together with accrued
and unpaid interest, if any, to the date of purchase.
 
     The 1996 Notes Indenture contains restrictive covenants, events of default
and other provisions substantially similar to those contained in the Indenture.
See "Description of the Notes."
 
                     DESCRIPTION OF SENIOR CREDIT FACILITY
 
     The Senior Credit Facility provides for revolving credit loans, letters of
credit and term loans to the Company (the "US Facility") and for revolving
credit loans, letters of credit, bankers' acceptances and term loans to Mediacom
Inc., a wholly-owned Canadian subsidiary (the "Canadian Subsidiary") of the
Company (the "Canadian Facility").
 
US FACILITY
 
     The US Facility provides for: (i) revolving credit loans of up to $400.0
million subject to reduction by the amount (up to $275.0 million) by which the
aggregate principal amount of any additional subordinated indebtedness issued by
the Company on or prior to June 30, 1997 exceeds $200.0 million and subject to
automatic reduction each year commencing in 1998 and continuing through 2002;
(ii) term loans in the aggregate amount of $350.0 million, payable in quarterly
installments with a final installment due in 2003; and (iii) letter of credit
commitments of $35.0 million (but only to the extent there is available US
revolving credit commitment which is not being utilized).
 
     The US revolving credit loans and US term loans may be, at the option of
the Company, Eurodollar Loans, ABR Loans, or a combination thereof. Eurodollar
Loans bear interest at a rate per annum equal to the Eurodollar rate (as
hereinafter described) plus an applicable margin. The "Eurodollar rate" is a
rate per annum determined by CIBC, as administrative agent, based upon the rates
at which US dollar deposits with a term comparable to the interest period
applicable to the Eurodollar Loan being made are offered by leading banks in the
London interbank deposit market (adjusted for maximum reserves). ABR Loans bear
interest at a rate per annum equal to the ABR (as defined below) plus an
applicable margin. "ABR" means, on a particular date, a rate per annum equal to
the highest of (a) the rate of interest most recently announced by CIBC as its
Base Rate, (b) the rate of interest for such date offered in the interbank
market to CIBC, as administrative agent, at the overnight Federal Funds Rate,
plus 1%, and (c) the rate determined by CIBC, as administrative agent, based on
the latest 3-week moving average of daily secondary market morning offering
rates in the United States for 3-month certificates of deposit of major United
States money market lenders as published by the Federal Reserve Bank of New York
(as adjusted for reserves and assessments), plus 1%.
 
     The obligations of the Company under the Senior Credit Facility are secured
by a security interest in substantially all of the Company's assets, including,
with certain exceptions, both real and personal property.
 
CANADIAN FACILITY
 
     The Canadian Facility provides for: (i) revolving credit loans to the
Canadian Subsidiary of up to cdn$35.0 million (the equivalent of approximately
$25.0 million at current exchange rates), subject to automatic reduction each
year from 1999 to 2002; (ii) term loans to the Canadian Subsidiary (A) payable
in Canadian dollars ("cdn$") in the aggregate amount of cdn$48.0 million (the
equivalent of approximately $35.0 million at current exchange rates) payable in
quarterly installments with the final installment due in 2002 and (B) payable in
US dollars ("US$") in the aggregate amount of $40.0 million payable in quarterly
installments with the final installment due in 2003; (iii) revolving credit loan
borrowings and certain term loan borrowings through the issuance of bankers'
acceptances in a minimum aggregate face amount of cdn$4.0 million and for a term
of 30, 60, 90 or 180 days; and (iv) letter of credit commitments of cdn$7.0
million (but only to the extent there is available Canadian revolving credit
commitment which is not being utilized).
 
                                       58
<PAGE>   63
 
     The Canadian revolving credit loans and the cdn$ term loans may be, at the
option of the Canadian Subsidiary, cdn$ Prime Loans, bankers' acceptances or a
combination thereof. Cdn$ Prime Loans bear interest at a rate per annum equal to
the cdn$ Prime Rate (as hereinafter described) plus an applicable margin. The
cdn$ Prime Rate is a rate per annum equal to the greater of (i) the CIBC
reference rate and (ii) the sum of 0.50% plus the per annum rate of interest
appearing on "Reuters Screen CDOR Page" applicable to 30 day cdn$ bankers'
acceptances of certain Canadian banks. The US$ term loans may be, at the option
of the Canadian Subsidiary, Eurodollar Loans, ABR Loans or a combination
thereof. See "-- US Facility" above.
 
     The obligations of the Canadian Subsidiary under the Senior Credit Facility
are secured by a security interest in substantially all of the assets of the
Canadian Subsidiary, including, with certain exceptions, both real and personal
property.
 
GENERAL TERMS
 
     The Senior Credit Facility contains various covenants that limit the
ability of the Company to, among other things, incur indebtedness, dispose of
assets, pay dividends or purchase or redeem any shares of capital stock, make
capital expenditures and make loans or investments.
 
     The Senior Credit Facility also requires the Company and its subsidiaries
to maintain a total leverage ratio and a senior leverage ratio at certain levels
and to maintain certain interest expense coverage and fixed charges coverage.
The Senior Credit Facility contains various affirmative covenants including,
without limitation, a covenant to enter into hedging arrangements to provide
interest rate protection in respect of a portion of the Company's indebtedness.
 
     The Senior Credit Facility contains customary events of default, including,
without limitation, the Company's failure to pay principal or interest when due,
the Company's material breach of any covenant, representation or warranty or the
Company's bankruptcy. In addition, under the Senior Credit Facility, events of
default will occur if the Company's revenues from tobacco advertisements exceed
15% of revenues for four consecutive quarters, and upon a change of control of
the Company.
 
AMENDMENT TO THE SENIOR CREDIT FACILITY
 
   
     The Company has received a written commitment from CIBC to increase the
amounts that may be borrowed under the US Facility to (i) up to $350.0 million
of revolving credit loans and (ii) up to $450.0 million of term loans. The
Senior Credit Facility is expected to be amended, effective upon the earlier of
the consummation of the 3M Media Acquisition and September 2, 1997, in order to
reflect such increase, to extend the maturity of the loans to June 30, 2004 and
to make certain other related changes. The US term loan will be available only
for the 3M Media Acquisition. In addition, under the Senior Credit Facility as
proposed to be amended, the applicable margin: (i) for ABR Loans will range from
0% to 1.125% on up to $850.0 million of US revolving credit loans and US and
Canadian term loans; (ii) for cdn$ Prime Loans under the Canadian Facility will
range from 0% to 1.125% on up to approximately $50.0 million of revolving credit
loans; (iii) for Eurodollar Loans will range from 0.750% to 2.125% on up to
$850.0 million of US revolving credit loans and US and Canadian term loans; and
(iv) for cdn$ bankers' acceptances under the Canadian Facility will range from
0.750% to 2.125% on up to approximately $50.0 million of revolving credit loans.
The actual applicable margin for each such loan within the ranges set forth
above will be determined based on the Company's total leverage ratio for each
quarter.
    
 
   
     Commitment fees under the Senior Credit Facility, as expected to be
amended, will be 0.375% per annum payable quarterly in arrears on the unused
portions of revolving credit loans under the US and Canadian Facilities. A
commitment fee of 0.375% per annum will by payable quarterly in arrears on the
$450.0 million US term loan of the Senior Credit Facility prior to the 3M Media
Acquisition. If the 3M Media Acquisition is not consummated by November 30,
1997, the US term loan commitment for $450.0 million will terminate.
    
 
                                       59
<PAGE>   64
 
     The Company intends to use additional borrowings under the Senior Credit
Facility, as expected to be amended, to finance a portion of the purchase price
of the 3M Media Acquisition. There can be no assurance, however, that the
expected amendment will be entered into as currently contemplated.
 
                            DESCRIPTION OF THE NOTES
 
     Except as otherwise indicated, the following description relates both to
the Existing Notes issued in the Offering and the Exchange Notes to be issued in
exchange for Existing Notes in connection with the Exchange Offer. The form and
terms of the Exchange Notes are the same as the form and terms of the Existing
Notes, except that the Exchange Notes have been registered under the Securities
Act and therefore will not bear legends restricting the transfer thereof. The
Exchange Notes will be obligations of the Company evidencing the same
indebtedness as the Existing Notes, and will be entitled to the benefits of the
same Indenture, dated as of June 23, 1997 among the Company, the Guarantors and
The Bank 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 as in effect on the date of the Indenture. 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). A copy of the
Indenture has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part. The definitions of 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. For purposes of this section, references to the "Company"
include only the Company and not its Subsidiaries.
 
GENERAL
 
     The Notes are limited in aggregate principal amount to $500.0 million. The
Notes are general unsecured obligations of the Company, subordinated in right of
payment to Senior Indebtedness of the Company, pari passu in right of payment
with the 1996 Notes and all other future senior subordinated unsecured
indebtedness of the Company and senior in right of payment to any current or
future subordinated indebtedness of the Company.
 
     The Notes are unconditionally guaranteed, on a senior subordinated basis
and pari passu with the 1996 Notes, as to payment of principal, premium, if any,
and interest, jointly and severally, by the Guarantors (together with each other
Restricted Subsidiary which guarantees payment of the Notes pursuant to the
covenant described under "Guarantees of Certain Indebtedness").
 
MATURITY, INTEREST AND PRINCIPAL
 
     The Notes will mature on June 15, 2007. The Notes bear interest at a rate
of 8 7/8% per annum from the date of original issuance until maturity. Interest
is payable semi-annually in arrears on June 15 and December 15, commencing
December 15, 1997, to holders of record of the Notes at the close of business on
the immediately preceding June 1, and December 1, respectively.
 
                                       60
<PAGE>   65
 
OPTIONAL REDEMPTION
 
     The Notes are redeemable at the option of the Company, in whole or in part,
at any time on or after June 15, 2002 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 June 15, of each year listed below:
 
<TABLE>
<CAPTION>
                                       YEAR                                 PERCENTAGE
        ------------------------------------------------------------------  ----------
        <S>                                                                 <C>
        2002..............................................................    104.438%
        2003..............................................................    102.958%
        2004..............................................................    101.479%
        2005 and thereafter...............................................    100.000%
</TABLE>
 
     Notwithstanding the foregoing, the Company may redeem in the aggregate up
to 35% of the original principal amount of the Notes at any time and from time
to time prior to June 15, 2000 at a redemption price equal to 108.875% of the
aggregate principal amount so redeemed, plus accrued interest to the redemption
date out of the Net Proceeds of one or more Public Equity Offerings; provided
that at least $325.0 million of the principal amount of Notes originally issued
remain 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 by lot or in such other manner as it shall deem fair and equitable
the Notes to be redeemed; provided, however, that if a partial redemption is
made with the proceeds of a Public Equity Offering, selection of the Notes for
redemption shall be made by the Trustee only on a pro rata basis, unless such
method is otherwise prohibited. 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. On and after any redemption date,
interest will cease to accrue on the Notes or portions thereof called for
redemption unless the Company shall fail to redeem any such Note.
 
SUBORDINATION
 
     The indebtedness represented by the Notes is, to the extent and in the
manner provided in the Indenture, subordinated in right of payment to the prior
payment and satisfaction in full in cash or cash equivalents of all existing and
future Senior Indebtedness of the Company. As of March 31, 1997, after giving
pro forma effect to the 3M Media Acquisition, the Van Wagner Acquisition, the
Bank Financing and the Offerings, the principal amount of outstanding Senior
Indebtedness of the Company would have been approximately $785.1 million.
 
     In the event of any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, arrangement, reorganization or other similar case or
proceeding in connection therewith, relative to the Company or to its creditors,
as such, or to its assets, whether voluntary or involuntary, or any liquidation,
dissolution or other winding-up of the Company, whether voluntary or involuntary
and whether or not involving insolvency or bankruptcy, or any general assignment
for the benefit of creditors or other marshalling of assets or liabilities of
the Company (except in connection with the merger or consolidation of the
Company or its liquidation or dissolution following the transfer of
substantially all of its assets, upon the terms and conditions permitted under
the circumstances described under "-- Merger, Consolidation or Sale of Assets")
(all of the foregoing referred to herein individually as a "Bankruptcy
Proceeding" and collectively as "Bankruptcy Proceedings"), the holders of Senior
Indebtedness of the Company will be entitled to receive payment and satisfaction
in full in cash or cash equivalents of all amounts due on or in respect of all
Senior Indebtedness of the Company before the holders of the Notes are entitled
to receive or retain any payment or distribution of any kind on account of the
Notes. In the event that, notwithstanding the foregoing, the Trustee or any
holder of Notes receives any payment or distribution of assets of the Company of
any kind, whether in cash, property or securities, including, without
limitation, by way of set-off or otherwise, in respect of the Notes before all
Senior Indebtedness of the Company is paid and satisfied in full in cash, then
such payment
 
                                       61
<PAGE>   66
 
or distribution will be held by the recipient in trust for the benefit of
holders of Senior Indebtedness and will be immediately paid over or delivered to
the holders of Senior Indebtedness or their representative or representatives to
the extent necessary to make payment in full in cash or cash equivalents of all
Senior Indebtedness remaining unpaid, after giving effect to any concurrent
payment or distribution, or provision therefor, to or for the holders of Senior
Indebtedness. By reason of such subordination, in the event of liquidation or
insolvency, creditors of the Company who are holders of Senior Indebtedness may
recover more, ratably, than other creditors of the Company, and creditors of the
Company who are not holders of Senior Indebtedness or of the Notes may recover
more, ratably, than the holders of the Notes.
 
     No payment or distribution of any assets or securities of the Company or
any Restricted Subsidiary of any kind or character (including, without
limitation, cash, property and any payment or distribution which may be payable
or deliverable by reason of the payment of any other Indebtedness of the Company
being subordinated to the payment of the Notes by the Company) may be made by or
on behalf of the Company or any Restricted Subsidiary, including, without
limitation, by way of set-off or otherwise, for or on account of the Notes, or
for or on account of the purchase, redemption or other acquisition of the Notes,
and neither the Trustee nor any holder or owner of any Notes shall take or
receive from the Company or any Restricted Subsidiary, directly or indirectly in
any manner, payment in respect of all or any portion of Notes following the
delivery by the representative of the holders of Designated Senior Indebtedness
under or in respect of the Senior Credit Facility, for so long as there shall
exist any Designated Senior Indebtedness under or in respect of the Senior
Credit Facility, and thereafter, the holders of Designated Senior Indebtedness
(in either such case, the "Representative") to the Trustee of written notice of
(i) the occurrence of a Payment Default or (ii) the occurrence of a Non-Payment
Event of Default on Designated Senior Indebtedness and the acceleration of the
maturity of such Designated Senior Indebtedness in accordance with its terms,
and in any such event, such prohibition shall continue until such Payment
Default is cured, waived in writing or ceases to exist or such acceleration has
been rescinded or otherwise cured. At such time as the prohibition set forth in
the preceding sentence shall no longer be in effect, subject to the provisions
of the following paragraph, the Company shall resume making any and all required
payments in respect of the Notes, including any missed payments.
 
     Upon the occurrence of a Non-Payment Event of Default on Designated Senior
Indebtedness, no payment or distribution of any assets of the Company of any
kind or character (including, without limitation, cash, property and any payment
or distribution which may be payable or deliverable by reason of the payment of
any other Indebtedness of the Company being subordinated to the payment of the
Notes by the Company) may be made by the Company, including, without limitation,
by way of set-off or otherwise, for or on account of the Notes, or for or on
account of the purchase, redemption, defeasance or other acquisition of Notes,
and neither the Trustee nor any holder or owner of any Notes shall take or
receive from the Company, directly or indirectly in any manner, payment in
respect of all or any portion of the Notes, for a period (a "Payment Blockage
Period") commencing on the date of receipt by the Trustee of written notice from
the Representative of such Non-Payment Event of Default unless and until
(subject to any blockage of payments that may then be in effect under the
preceding paragraph) the earliest of (x) more than 179 days shall have elapsed
since receipt of such written notice by the Trustee, (y) such Non-Payment Event
of Default shall have been cured or waived in writing or shall have ceased to
exist or such Designated Senior Indebtedness shall have been paid in full or (z)
such Payment Blockage Period shall have been terminated by written notice to the
Company or the Trustee from such Representative, after which, in the case of
clause (x), (y) or (z), the Company shall resume making any and all required
payments in respect of the Notes, including any missed payments. Notwithstanding
any other provision of the Indenture, in no event shall a Payment Blockage
Period commenced in accordance with the provisions of the Indenture described in
this paragraph extend beyond 179 days from the date of the receipt by the
Trustee of the notice referred to above (the "Initial Blockage Period"). Any
number of additional Payment Blockage Periods may be commenced during the
Initial Blockage Period; provided, however, that no such additional Payment
Blockage Period shall extend beyond the Initial Blockage Period. After the
expiration of the Initial Blockage Period, no Payment Blockage Period may be
commenced until at least 180 consecutive days have elapsed from the last day of
the Initial Blockage Period. Notwithstanding any other provision of the
Indenture, no event of default with respect to Designated Senior Indebtedness
(other than a Payment Default) which existed or was continuing on the date of
the commencement of any Payment Blockage Period initiated by the Representative
shall be, or be made, the
 
                                       62
<PAGE>   67
 
basis for the commencement of a second Payment Blockage Period initiated by the
Representative, whether or not within the Initial Blockage Period, unless such
event of default shall have been cured or waived for a period of not less than
90 consecutive days.
 
     Each Guarantee is, to the extent set forth in the Indenture, subordinated
in right of payment to the prior payment in full of all Senior Indebtedness of
the respective Guarantor, including obligations of such Guarantor with respect
to the Senior Credit Facility (including any guarantee thereof), and is subject
to the rights of holders of Designated Senior Indebtedness of such Guarantor to
initiate blockage periods, upon terms substantially comparable to the
subordination of the Notes to all Senior Indebtedness of the Company.
 
     If the Company or any Guarantor fails to make any payment on the Notes or
any Guarantee, as the case may be, when due or within any applicable grace
period, whether or not on account of payment blockage provisions, such failure
would constitute an Event of Default under the Indenture and would enable the
holders of the Notes to accelerate the maturity thereof. See "Events of
Default."
 
     A holder of Notes by his acceptance of Notes agreed to be bound by such
provisions and authorizes and expressly directed the Trustee, on his behalf, to
take such action as may be necessary or appropriate to effectuate the
subordination provided for in the Indenture and appointed the Trustee his
attorney-in-fact for such purpose.
 
CERTAIN COVENANTS
 
     The Indenture contains, among others, the following covenants.
 
  Limitation on Additional Indebtedness
 
     The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, incur (as defined) any Indebtedness (including Acquired
Indebtedness) unless (a) after giving effect to the incurrence of such
Indebtedness and the receipt and application of the proceeds thereof, the
Company's Leverage Ratio is less than (i) 6.50 to 1 if such Indebtedness is
incurred on or prior to June 15, 2000, (ii) 6.25 to 1 if such Indebtedness is
incurred after June 15, 2000 and on or prior to June 15, 2002 and (iii) 6.00 to
1 if such Indebtedness is incurred thereafter, 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.
 
     Notwithstanding the foregoing, the Company and the Restricted Subsidiaries
may incur Permitted Indebtedness; provided that the Company will not incur any
Permitted Indebtedness that ranks junior in right of payment to the Notes that
has a maturity or mandatory sinking fund payment prior to the maturity of the
Notes.
 
  Limitation on Restricted Payments
 
     The Company will not make, and will not permit any of the Restricted
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
     does not exceed the sum of (1) 100% of the Company's Cumulative EBITDA
     minus 1.4 times the Company's Cumulative Consolidated Interest Expense,
     plus (2) 100% of the aggregate Net Proceeds and the fair market value of
     securities or other property received by the Company from the issue or
     sale, after the Issue Date, of Capital Stock (other than Disqualified
     Capital Stock or Capital Stock 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
 
                                       63
<PAGE>   68
 
     exchangeable for Capital Stock (other than Disqualified Capital Stock) of
     the Company which has been so converted or exercised or exchanged, as the
     case may be, plus (3) $10 million. 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 payment of any
distribution within 60 days after the date of declaration thereof, if at such
date of declaration such payment would comply with the provisions of the
Indenture, (ii) the retirement of any shares of Capital Stock of the Company or
subordinated Indebtedness by conversion into, or by or in exchange for, shares
of Capital Stock (other than Disqualified Capital Stock), or out of, the Net
Proceeds of the substantially concurrent sale (other than to a Subsidiary of the
Company) of other shares of Capital Stock of the Company (other than
Disqualified Capital Stock), (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)
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 Capital
Stock by conversion into, or by exchange for, shares of Disqualified Capital
Stock, or out of the Net Proceeds of the substantially concurrent sale (other
than to a Subsidiary of the Company) of other shares of Disqualified Capital
Stock, (v) the repurchase, redemption or other acquisition or retirement for
value of any shares of Capital Stock of the Company (other than Disqualified
Capital Stock) solely out of the proceeds of any policy of insurance maintained
to provide funds for such purpose, (vi) the purchase, redemption or other
acquisition for value of shares of Capital Stock of the Company (other than
Disqualified Capital Stock) or options on such shares held by the Company's or
the Restricted Subsidiaries' officers or employees or former officers or
employees (or their estates or beneficiaries under their estates) upon the
death, disability, retirement or termination of employment of such current or
former officers or employees pursuant to the terms of an employee benefit plan
or any other agreement pursuant to which such shares of Capital Stock or options
were issued or pursuant to a severance, buy-sell or right of first refusal
agreement with such current or former officer or employee; provided that the
aggregate cash consideration paid, or distributions made, pursuant to this
clause (vi) do not in any one fiscal year exceed $2 million, (vii) the making of
Investments in Unrestricted Subsidiaries and joint ventures; provided that the
Net Investment therein shall not exceed an aggregate of $10 million; provided,
however, that the Company or the Restricted Subsidiaries may make additional
Investments pursuant to this clause (vii) up to an additional Net Investment
therein of $20 million if the Company is able, at the time of any such
Investment and immediately after giving effect thereto, to incur at least $1.00
of additional Indebtedness (other than Permitted Indebtedness) in compliance
with the "Limitation on Additional Indebtedness" covenant; provided, further,
that in calculating the aggregate amount of Restricted Payments made subsequent
to the Issue Date for purposes of clause (c) of the immediately preceding
paragraph, the amount of Net Investment made pursuant to clause (vii) shall be
included in the calculation.
 
     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 the covenant "Limitation on Restricted Payments" 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 any
Restricted Payments.
 
  Limitation on Other Senior Subordinated Debt
 
     The Company will not, and will not permit any of the Restricted
Subsidiaries to, directly or indirectly, incur, contingently or otherwise, any
Indebtedness that is both (i) subordinate in right of payment to any Senior
Indebtedness of the Company or any of the Subsidiary Guarantors, as the case may
be, and (ii) senior in right of payment to the Notes or any of the Guarantees,
as the case may be. For purposes of this covenant, Indebtedness is deemed to be
senior in right of payment to the Notes and the Guarantees, as the case may be,
if it is not explicitly subordinate in right of payment to Senior Indebtedness
at least to the same extent as the Notes or the Guarantees, as the case may be,
are subordinate to Senior Indebtedness.
 
                                       64
<PAGE>   69
 
  Limitations on Investments
 
     The Company will not, and will not permit any of the Restricted
Subsidiaries to, make any Investment other than (i) a Permitted Investment or
(ii) an Investment that is made as a Restricted Payment in compliance with the
"Limitation on Restricted Payments" covenant after the Issue Date.
 
  Limitations on Liens
 
     The Company will not, and will not permit any of the Restricted
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
of the Company or any Restricted Subsidiary or any shares of stock or debt of
any Restricted Subsidiary which owns Property, now owned or hereafter acquired,
unless (i) if such Lien secures Indebtedness which is pari passu with the Notes,
then the Notes are secured on an equal and ratable basis with the obligations so
secured until such time as such obligation is no longer secured by a Lien or
(ii) if such Lien secures Indebtedness which is subordinated to the Notes, any
such Lien shall be subordinated to the Lien granted to the Holders of the Notes
on the same collateral as that securing such Lien to the same extent as such
subordinated Indebtedness is subordinated to the Notes.
 
  Limitation on Transactions with Affiliates
 
     The Company will not, and will not permit any of the Restricted
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 (including entities in which the Company or any of the Restricted
Subsidiaries own a minority interest) or holder of 10% or more of the Company's
Common Stock (each of the foregoing, 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 between or
among the Company and/or Wholly-Owned Restricted Subsidiaries; or (ii) the terms
of such Affiliate Transaction are fair and reasonable to the Company or such
Restricted 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 Restricted 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 $1
million which is not permitted under clause (i) above, the Company must obtain a
resolution of the board of directors approved by a majority of the members of
the board of directors (and a majority of the disinterested members of the board
of directors) certifying that such Affiliate Transaction complies with clause
(ii) above. In transactions with a value in excess of $5 million which are not
permitted under clause (i) above, the Company must obtain a written opinion as
to the fairness of such a transaction from an independent investment banking
firm of nationally recognized standing.
 
     The foregoing provisions will not apply to (i) any Restricted Payment that
is not prohibited by the provisions described under "Limitations on Restricted
Payments" contained herein, (ii) any transaction, approved by the board of
directors of the Company, with an officer or director of the Company or of any
Restricted Subsidiary in his or her capacity as officer or director entered into
in the ordinary course of business, including compensation and employee benefit
arrangements with any officer or director of the Company or of any Restricted
Subsidiary, or (iii) any Affiliate Transaction entered into prior to the Issue
Date.
 
  Limitation on Creation of Subsidiaries
 
     The Company shall not create or acquire, or permit any of the Restricted
Subsidiaries to create or acquire, any Subsidiary other than (i) a Restricted
Subsidiary existing as of the Issue Date, (ii) a Restricted Subsidiary
conducting a business similar or reasonably related to the business of the
Company and its Subsidiaries as conducted on the Issue Date or (iii) an
Unrestricted Subsidiary.
 
                                       65
<PAGE>   70
 
  Guarantees of Certain Indebtedness
 
     The Company will not permit any of the domestic Restricted Subsidiaries
(other than the Guarantors) to (a) incur, guarantee or secure through the
granting of Liens the payment of any Indebtedness under the Senior Credit
Facility or any refinancings thereof or (b) pledge any intercompany notes
representing obligations of any of the Restricted Subsidiaries to secure the
payment of any Indebtedness under the Senior Credit Facility or any refinancings
thereof, in each case unless such Restricted Subsidiary, the Company and the
Trustee execute and deliver a supplemental indenture evidencing such Restricted
Subsidiary's Guarantee under the Indenture. Thereafter, such Restricted
Subsidiary shall be a Guarantor for all purposes of the Indenture. As of the
Issue Date, the Company will have no domestic Subsidiaries, other than the
Guarantors. Mediacom, Inc., a Canadian corporation, which is a Restricted
Subsidiary, and the other existing and future Canadian Restricted Subsidiaries
will not execute Guarantees of the Company's obligations under the Notes. See
"Description of the Notes -- General."
 
  Limitation on Dividends and Other Payment Restrictions Affecting Subsidiaries
 
     The Company will not, and will not permit any of the Restricted
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 Restricted Subsidiary to (a) pay dividends or make any
other distributions to the Company or any Restricted Subsidiary on its Capital
Stock, (b) pay any Indebtedness owed to the Company or any Restricted
Subsidiary, (c) make loans or advances to the Company or any Restricted
Subsidiary, (d) transfer any of its properties or assets to the Company or any
Restricted Subsidiary, (e) grant liens or security interests on the assets of
the Company or the Restricted Subsidiaries in favor of the holders of the Notes,
or (f) guarantee the Notes or any renewals or refinancings thereof, except for
Permitted Dividend Encumbrances.
 
  Limitation on Certain Asset Sales
 
     The Company will not, and will not permit any of the Restricted
Subsidiaries to, consummate an Asset Sale unless (i) the Company or such
Restricted 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 in good faith by the Company's board of directors, and evidenced
by a board resolution); (ii) not less than 85% of the consideration received by
the Company or such Restricted Subsidiary, as the case may be, is in the form of
cash or cash equivalents (those equivalents allowed under "Temporary Cash
Investments"), provided, however, that the amount of (x) any liabilities of the
Company or any Restricted Subsidiaries that are assumed by the transferee of
such assets, including any Indebtedness of a Restricted Subsidiary whose stock
is purchased by the transferee and (y) any notes or other securities received by
the Company or any such Restricted Subsidiary which are converted into cash
within 180 days of such Asset Sale (to the extent of cash received) shall be
deemed to be cash for purposes of this provision; provided further that the
Company or such Restricted Subsidiary will not be required to comply with this
clause (ii) with respect to a Permitted Asset Swap; and (iii) the Asset Sale
Proceeds received by the Company or such Restricted Subsidiary are applied (a)
first, to the extent the Company elects, or is required, to prepay, repay or
purchase debt under any then existing Senior Indebtedness of the Company or any
Restricted Subsidiary within 270 days following the receipt of the Asset Sale
Proceeds from any Asset Sale; provided that any such repayment shall result in a
permanent reduction of the commitments thereunder in an amount equal to the
principal amount so repaid; (b) second, to the extent of the balance of Asset
Sale Proceeds after application as described above, to the extent the Company
elects, to an investment in assets (including Capital Stock or other securities
purchased in connection with the acquisition of Capital Stock or property of
another Person) used or useful in businesses similar or ancillary to the
business of the Company and the Restricted Subsidiaries as conducted at the time
of such Asset Sale, provided that such investment occurs and such Asset Sale
Proceeds are so applied within 270 days following the receipt of such Asset Sale
Proceeds (the "Reinvestment Date"); (c) third, to the making of an Excess
Proceeds Offer (as defined in the 1996 Notes Indenture) with respect to the 1996
Notes to the extent required in the 1996 Notes Indenture; and (d) fourth, if on
the Reinvestment Date with respect to any Asset Sale, the Available Asset Sale
Proceeds exceed $10 million, the Company shall apply an amount
 
                                       66
<PAGE>   71
 
equal to such Available Asset Sale Proceeds to an offer to repurchase the 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 repurchase (an "Excess
Proceeds Offer"). If an Excess Proceeds Offer is not fully subscribed, the
Company may retain the portion of the Available Asset Sale Proceeds not required
to repurchase Notes.
 
     If the Company is required to make an Excess Proceeds Offer, the Company
shall mail, within 30 days following the Reinvestment Date, a notice to the
Holders stating, among other things: (1) that such Holders have the right to
require the Company to apply the Available Asset Sale 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 Company, that each Holder must follow in order to have such Notes
repurchased; and (4) the calculations used in determining the amount of
Available Asset Sale Proceeds to be applied to the repurchase of such Notes.
 
  Limitation on Capital Stock of Restricted Subsidiaries
 
     The Company will not (i) sell, pledge, hypothecate or otherwise convey or
dispose of any Capital Stock of a Restricted Subsidiary (other than under the
Senior Credit Facility or under the terms of any Designated Senior Indebtedness)
or (ii) permit any Restricted Subsidiary to issue any Capital Stock, other than
to the Company or a Wholly-Owned Restricted Subsidiary. The foregoing
restrictions shall not apply to an Asset Sale made in compliance with
"Limitation on Certain Asset Sales."
 
  Limitation on Sale and Lease-Back Transactions
 
     The Company will not, and will not permit any Restricted Subsidiary 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, as determined by a board resolution of the
Company and (ii) the Company could incur the Attributable Indebtedness in
respect of such Sale and Lease-Back Transaction in compliance with the covenant
described under "Limitation on Additional Indebtedness."
 
  Line of Business
 
     The Company will not, and will not permit any of the Restricted
Subsidiaries to, engage in any business other than the business of out-of-home
advertising or a substantially similar business.
 
  Payments for Consent
 
     Neither the Company nor any of its 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 solicitation documents relating to such consent,
waiver or agreement.
 
CHANGE OF CONTROL OFFER
 
     Within 30 days of the occurrence of a Change of Control, the Company 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 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 Company 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 a similar business news service in the United
States and (ii) send by first-class mail, postage prepaid, to the Trustee and to
each
 
                                       67
<PAGE>   72
 
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 30 business days nor later than 60
     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 Company defaults 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 Company shall, to the extent
lawful, (i) accept for payment Notes or portions thereof 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 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
Company. The Paying Agent shall promptly mail to each holder of Notes so
accepted payment in an amount equal to the purchase price for such Notes, and
the Company 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; provided 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 Senior Credit Facility is in effect, or
any amounts are owing thereunder or in respect thereof, at the time of the
occurrence of a Change of Control, prior to the mailing of the notice to holders
described in the second preceding paragraph, but in any event within 30 days
following any Change of Control, the Company covenants to (i) repay in full all
obligations under or in respect of the Senior Credit Facility or offer to repay
in full all obligations under or in respect of the Senior Credit Facility and
repay the obligations under or in respect of the Senior Credit Facility of each
lender who has accepted such offer or (ii) obtain the requisite consent under
the Senior Credit Facility 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 that the Company's failure to comply with the
covenant described in the preceding sentence constitutes an Event of Default
described in clause (c) under "Events of Default" below if not cured within 60
days after the notice required
 
                                       68
<PAGE>   73
 
by such clause. As a result of the foregoing, a holder of the Notes may not be
able to compel the Company to purchase the Notes unless the Company is able at
the time to refinance all of the obligations under or in respect of the Senior
Credit Facility or obtain requisite consents under the Senior Credit Facility.
Failure by the Company to make a Change of Control Offer when required by the
Indenture constitutes a default under the Indenture and, if not cured within 60
days after notice, constitutes an Event of Default.
 
     The Indenture provides that, (A) if the Company or any Restricted
Subsidiary has issued any outstanding Indebtedness that is subordinated in right
of payment to the Notes or the Guarantee of such Restricted Subsidiary or the
Company has issued any Preferred Stock, and the Company or such Restricted
Subsidiary is required to make a Change of Control Offer or to make a
distribution with respect to such subordinated Indebtedness or Preferred Stock
in the event of a change of control, the Company or such Restricted Subsidiary
shall not consummate any such offer or distribution with respect to such
subordinated Indebtedness or Preferred Stock until such time as the Company
shall have paid the Change of Control Purchase Price in full to the holders of
Notes that have accepted the Company's Change of Control Offer and shall
otherwise have consummated the Change of Control Offer made to holders of the
Notes and (B) the Company or any Restricted Subsidiary will not issue
Indebtedness that is subordinated in right of payment to the Notes or the
Guarantee of such Restricted Subsidiary and the Company will not issue Preferred
Stock with change of control provisions requiring the payment of such
Indebtedness or Preferred Stock prior to the payment of the Notes in the event
of a Change of Control under the Indenture.
 
     In the event that a Change of Control occurs and the holders of Notes
exercise their right to require the Company to purchase Notes, if such purchase
constitutes a "tender offer" for purposes of Rule 14e-1 under the Exchange Act
at that time, the Company will comply with the requirements of Rule 14e-1 as
then in effect with respect to such repurchase.
 
MERGER, CONSOLIDATION OR SALE OF ASSETS
 
     The Company will not and will not permit any Guarantor 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 the Guarantor,
as the case may be, shall be the continuing Person, or the Person (if other than
the Company or the Guarantor) formed by such consolidation or into which the
Company or the Guarantor, as the case may be, is merged or to which the
properties and assets of the Company or the Guarantor, 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 the Guarantor, as the case may be, under the Notes or the Guarantee
of such Guarantor, as the case may be, 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; and (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," provided that a Person that is a Guarantor may merge
into the Company or another Person that is a Guarantor without complying with
this clause (iii).
 
     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.
 
GUARANTEES
 
     The Notes are guaranteed on a senior subordinated basis by the Guarantors.
All payments pursuant to the Guarantees by the Guarantors are subordinated in
right of payment to the prior payment in full of all Senior Indebtedness of the
Guarantor, to the same extent and in the same manner that all payments pursuant
to the
 
                                       69
<PAGE>   74
 
Notes are subordinated in right of payment to the prior payment in full of all
Senior Indebtedness of the Company.
 
     The obligations of each Guarantor are limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, without limitation, any guarantees of Senior Indebtedness)
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor
under its Guarantee or pursuant to its contribution obligations under the
Indenture, result in the obligations of such Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under federal or
state law. Each Guarantor that makes a payment or distribution under a Guarantee
shall be entitled to a contribution from each other Guarantor in a pro rata
amount based on the Adjusted Net Assets of each Guarantor.
 
     A Guarantor shall be released from all of its obligations under its
Guarantee if all or substantially all of its assets are sold or all of its
Capital Stock is sold, in each case in a transaction in compliance with the
covenant described under "Limitation on Certain Asset Sales," or the Guarantor
merges with or into or consolidates with, or transfers all or substantially all
of its assets to, the Company or another Guarantor in a transaction in
compliance with "Merger, Consolidation or Sale of Assets," and such Guarantor
has delivered to the Trustee an officers' certificate and an opinion of counsel,
each stating that all conditions precedent herein provided for relating to such
transaction have been complied with.
 
EVENTS OF DEFAULT
 
     The following events are defined in the Indenture as "Events of Default":
 
          (a) default in payment of any principal of, or premium, if any, on the
     Notes;
 
          (b) default for 30 days in payment of any interest on the Notes;
 
          (c) default by the Company or any Guarantor in the observance or
     performance of any other covenant in the Notes or the Indenture for 60 days
     after written notice from the Trustee or the holders of not less than 25%
     in aggregate principal amount of the Notes then outstanding;
 
          (d) default in the payment at final maturity of principal in an
     aggregate amount of $10 million or more with respect to any Indebtedness of
     the Company or any Restricted Subsidiary which default shall not be cured,
     waived or postponed pursuant to an agreement with the holders of such
     Indebtedness within 60 days after written notice, or the acceleration of
     any such Indebtedness aggregating $10 million or more which acceleration
     shall not be rescinded or annulled within 20 days after written notice as
     provided in the Indenture;
 
          (e) any final judgment or judgments which can no longer be appealed
     for the payment of money in excess of $10 million (not covered by
     insurance) shall be rendered against the Company or any Restricted
     Subsidiary and shall not be discharged for any period of 60 consecutive
     days during which a stay of enforcement shall not be in effect; and
 
          (f) certain events involving bankruptcy, insolvency or reorganization
     of the Company or any Restricted Subsidiary.
 
     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) 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 and (i) such amounts shall become immediately due and payable or
(ii) if there are any amounts outstanding under or in respect of the Senior
Credit Facility, such amounts shall become due and payable upon the first to
occur of an acceleration of amounts outstanding under or in respect
 
                                       70
<PAGE>   75
 
of the Senior Credit Facility or five business days after receipt by the Company
and the Representative of the holders of Senior Indebtedness under or in respect
of the Senior Credit Facility of notice of the acceleration of the Notes;
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 with
respect to the Company shall occur, the principal, premium and interest amount
with respect to all of the Notes shall be due and payable immediately 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 Company 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 (as defined in the Indenture) 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 Company has 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 Company, the Guarantors and the Trustee may, without
the consent of holders of the Notes, amend the Indenture or the Notes or
supplement the Indenture for certain specified purposes, including 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 Company, the Guarantors and the Trustee, with the
consent of holders of at least a majority in principal amount of the outstanding
Notes, to modify or supplement the Indenture or the Notes, except that no such
modification shall, without the consent of each holder affected
 
                                       71
<PAGE>   76
 
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, (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) amend, alter,
change or modify the obligation of the Company 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 after such obligation has arisen, 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 (viii) 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 the Company is subject to the periodic reporting requirements of
the Exchange Act, it will continue to furnish the information required thereby
to the Commission and to the holders of the Notes. The Indenture provides that
even if the Company is 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 and holders
of the Notes.
 
COMPLIANCE CERTIFICATE
 
     The Company will deliver to the Trustee on or before 100 days after the end
of the Company's 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 is 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 the 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 Indenture. 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.
 
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 an
Unrestricted Subsidiary) existing at the time such Person becomes a Restricted
Subsidiary or assumed in connection with the acquisition of assets from such
Person.
 
                                       72
<PAGE>   77
 
     "Adjusted Net Assets" of a Guarantor at any date shall mean the lesser of
the amount by which (x) the fair value of the property of such Guarantor exceeds
the total amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent liabilities),
but excluding liabilities under the Guarantee, of such Guarantor at such date
and (y) the present fair salable value of the assets of such Guarantor at such
date exceeds the amount that will be required to pay the probable liability of
such Guarantor on its debts (after giving effect to all other fixed and
contingent liabilities and after giving effect to any collection from any
Subsidiary of such Guarantor in respect of the obligations of such Subsidiary
under the Guarantee), excluding Indebtedness in respect of the Guarantee, as
they become absolute and matured.
 
     "Advertising Displays" mean all posters, signs, billboards and other
outdoor advertising displays and related sites therefor owned or leased (as
lessee) by the Company and the Restricted Subsidiaries.
 
     "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 Acquisition" means (i) an Investment by the Company or any
Restricted Subsidiary in any other Person pursuant to which such Person shall
become a Restricted Subsidiary or shall be consolidated or merged with the
Company or any Restricted Subsidiary or (ii) the acquisition by the Company or
any Restricted Subsidiary of assets of any Person comprising a division or line
of business of such Person.
 
     "Asset Sale" means the sale, transfer or other disposition (other than to
the Company or any of its Restricted Subsidiaries) in any single transaction or
series of related transactions having a fair market value in excess of $1
million of (a) any Capital Stock of or other equity interest in any Restricted
Subsidiary, (b) all or substantially all of the assets of the Company or of any
Restricted Subsidiary, (c) real property or (d) all or substantially all of the
assets of any business owned by the Company or any Restricted Subsidiary or a
division, line of business or comparable business segment of the Company or any
Restricted Subsidiary thereof; provided that Asset Sales shall not include
sales, leases, conveyances, transfers or other dispositions to the Company or to
a Restricted Subsidiary or to any other Person if after giving effect to such
sale, lease, conveyance, transfer or other disposition such other Person becomes
a Restricted Subsidiary.
 
     "Asset Sale Proceeds" means, with respect to any Asset Sale, (i) cash
received by the Company or any Restricted Subsidiary 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, (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 Restricted Subsidiary as a result of such Asset Sale and (d) deduction of
appropriate amounts to be provided by the Company or such Restricted Subsidiary
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
such Restricted Subsidiary 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 Restricted Subsidiary
from such Asset Sale or other disposition upon the liquidation or conversion of
such notes or noncash consideration into cash.
 
     "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 by
the board of directors of the Company) 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).
 
                                       73
<PAGE>   78
 
     "Available Asset Sale Proceeds" means, with respect to any Asset Sale, the
aggregate Asset Sale Proceeds from such Asset Sale that have not been applied in
accordance with clauses (iii)(a) or (iii)(b), and which have not yet been the
basis for an Excess Proceeds Offer in accordance with clause (iii)(c) of the
first paragraph of "Certain Covenants -- Limitation on Certain Asset Sales."
 
     "Capital Stock" 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 any of the foregoing.
 
     "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.
 
     "Change of Control" means the occurrence of one or more of the following
events: (i) any sale, lease, exchange or other transfer (in one transaction or a
series of related transactions) of all or substantially all of the assets of the
Company to any Person or group of related Persons for purposes of Section 13(d)
of the Exchange Act (a "Group"), together with any Affiliates thereof; (ii) the
approval by the holders of Capital Stock of the Company of any plan or proposal
for the liquidation or dissolution of the Company; (iii) the Permitted Holders,
individually or in the aggregate, shall cease to beneficially own (within the
meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, Voting
Stock representing at least 25% of the total voting power of all Voting Stock of
the Company; (iv) any Person or Group (other than the Permitted Holders) shall
become the owner, directly or indirectly, beneficially or of record, of Voting
Stock representing more than 30% of the total voting power of all Voting Stock
of the Company; or (v) the replacement of a majority of the board of directors
of the Company over a two-year period from the directors who constituted the
board of directors of the Company at the beginning of such period, and such
replacement shall not have been approved by a vote of at least two-thirds of the
board of directors of the Company then still in office who either were members
of such board of directors at the beginning of such period or whose election as
a member of such board of directors was previously so approved.
 
     "Common Stock" of any Person means all Capital Stock of such Person that is
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 (Restricted Subsidiaries
in the case of the Company) on a consolidated basis (including, but not limited
to, 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, the interest portion of any deferred payment obligation,
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 Capital Stock (other than
dividends paid or payable in shares of Capital Stock of the Company); provided,
however, that, solely for purposes of the calculation of 1.4 times the Company's
Cumulative Consolidated Interest Expense in clause (c) of the "Limitation on
Restricted Payments" covenant, "Consolidated Interest Expense" shall exclude the
amortization of deferred financing fees.
 
     "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and its Subsidiaries
(Restricted Subsidiaries in the case of the Company) for such period, on a
consolidated basis, determined in accordance with GAAP; provided, however, that
(a) the Net Income of any Person (the "other Person") in which the Person in
question or any of its Subsidiaries (Restricted Subsidiaries in the case of the
Company) has less than a 100% interest (which interest does not
 
                                       74
<PAGE>   79
 
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 such Subsidiary, (b) the Net Income of any Subsidiary (Restricted
Subsidiary in the case of the Company) 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 of such restriction or limitation, (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,
and (d) extraordinary gains and losses shall be excluded.
 
     "Cumulative Consolidated Interest Expense" means, as of any date of
determination, Consolidated Interest Expense of the Company from the Issue Date
to the end of the Company's most recently ended full fiscal quarter prior to
such date, taken as a single accounting period.
 
     "Cumulative EBITDA" means, as of any date of determination, EBITDA of the
Company from the Issue Date to the end of the Company's most recently ended full
fiscal quarter prior to such date, taken as a single accounting period.
 
     "Designated Senior Indebtedness," as to the Company or any Guarantor, as
the case may be, means any Senior Indebtedness (a) under or in respect of the
Senior Credit Facility, or (b) which at the time of determination exceeds $50
million in aggregate principal amount (or accreted value in the case of
Indebtedness issued at a discount) outstanding or available under a committed
facility, and (i) which is specifically designated in the instrument evidencing
such Senior Indebtedness as "Designated Senior Indebtedness" by such Person and
(ii) as to which the Trustee has been given written notice of such designation.
 
     "Disqualified Capital Stock" means any Capital Stock of the Company or any
Restricted Subsidiary 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 Capital Stock shall be deemed
to include any Preferred Stock of the Company with respect to which, under the
terms of such Preferred Stock, by agreement or otherwise, 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 Stock
that is issued with the benefit of provisions requiring a change of control
offer to be made for such Preferred Stock in the event of a change of control of
the Company, 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 Capital Stock solely by virtue of such provisions.
 
     "EBITDA" means, for any Person, for any period, an amount equal to (a) the
sum of, without duplication, (i) Consolidated Net Income for such period, plus
(ii) the provision for taxes for such period based on income or profits to the
extent such income or profits were included in computing Consolidated Net Income
and any provision for taxes utilized in computing net loss under clause (i)
hereof, plus (iii) Consolidated Interest Expense for such period (but only
including Redeemable Dividends in the calculation of such Consolidated Interest
Expense to the extent that such Redeemable Dividends have not been excluded in
the calculation of Consolidated Net Income), plus (iv) depreciation for such
period on a consolidated basis, plus (v) amortization of intangibles for such
period on a consolidated basis, plus (vi) any other non-cash items reducing
Consolidated Net Income for such period, minus (b) all non-cash items increasing
Consolidated Net Income for such period, all for such Person and its
Subsidiaries determined in accordance with GAAP, except that with respect to the
Company each of the foregoing items shall be determined on a consolidated basis
with respect to the Company and the Restricted Subsidiaries only; and provided,
however, that, for purposes of calculating EBITDA during any fiscal quarter,
cash income from a particular Investment of such Person shall be included only
(x) if cash income has been received by such
 
                                       75
<PAGE>   80
 
Person with respect to such Investment during each of the previous four fiscal
quarters, or (y) if the cash income derived from such Investment is attributable
to Temporary Cash Investments.
 
     "Exchange Act" means the Securities Exchange Act of 1934, as amended.
 
     "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 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 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 accrued 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 of other Persons secured by a
lien to which the Property or assets owned or held by such Person are subject,
whether or not the obligation or obligations secured thereby shall have been
assumed, (iii) guarantees of obligations of other Persons which would be
included within this definition for such other Persons (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 banker's acceptance or
for reimbursement of any obligor on any letter of credit with respect to
drawings made thereunder and not yet reimbursed, (v) in the case of the Company,
Disqualified Capital Stock of the Company or any Restricted Subsidiary, 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, provided (i) that 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 and (ii) that Indebtedness shall not
include any liability for federal, state, local or other taxes. 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 Company or
any of the Restricted 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.
 
     "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), 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, or the acquisition, by purchase
or otherwise, of all or substantially all of the business or assets or stock or
other evidence of beneficial ownership of, any Person. Investments shall exclude
extensions of trade credit on commercially reasonable terms in accordance with
normal trade practices.
 
                                       76
<PAGE>   81
 
     "Issue Date" means June 23, 1997, the date the Notes were first issued by
the Company and authenticated by the Trustee under the Indenture.
 
     "Leverage Ratio" means the ratio of (i) the sum of the aggregate
outstanding amount of Indebtedness of the Company and the Restricted
Subsidiaries as of the date of calculation on a consolidated basis in accordance
with GAAP to (ii) the Company's EBITDA for the four full fiscal quarters (the
"Four Quarter Period") ending on or prior to the date of determination for which
financial statements are available. For purposes of this definition, the
Company's "EBITDA" shall be calculated on a pro forma basis after giving effect
to any Asset Sales or Asset Acquisitions (including, without limitation, any
Asset Acquisition giving rise to the need to make such calculation as a result
of the Company or one of the Restricted Subsidiaries (including any Person who
becomes a Restricted Subsidiary as a result of such Asset Acquisition)
incurring, assuming or otherwise becoming liable for Indebtedness) at any time
on or subsequent to the first day of the Four Quarter Period and on or prior to
the date of determination, as if such Asset Sale or Asset Acquisition (including
any EBITDA associated with such Asset Acquisition and including any pro forma
expense and cost reductions determined in accordance with Article 11 of
Regulation S-X relating to such Asset Acquisition) occurred on the first day of
the Four Quarter Period.
 
     "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).
 
     "Net Income" means, with respect to any Person for any period, the net
income (loss) of such Person determined in accordance with GAAP.
 
     "Net Investment" means the excess of (i) the aggregate amount of all
Investments in Unrestricted Subsidiaries and joint ventures made by the Company
and the Restricted Subsidiaries 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 interest payments, principal payments, dividends or
other distributions, (B) the net cash proceeds received by the Company or any
Restricted Subsidiary from the disposition of all or any portion of such
Investments (other than to a Subsidiary of the Company) and (C) the fair market
value (as determined in good faith by the board of directors of the Company) of
any Unrestricted Subsidiary that subsequently becomes a Wholly-Owned Restricted
Subsidiary; provided, however, that with respect to all Investments made in any
Unrestricted Subsidiary or any joint venture, the sum of clauses (A), (B) and
(C) above with respect to such Investments shall not exceed the aggregate amount
of all such Investments made in such Unrestricted Subsidiary or such joint
venture, as the case may be.
 
     "Net Proceeds" means (a) in the case of any sale of Capital Stock by the
Company, 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, 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 shares of Capital Stock of the
Company which is not Disqualified Capital Stock, 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).
 
     "Non-Payment Event of Default" means any event (other than a Payment
Default) the occurrence of which entitles one or more Persons to accelerate the
maturity of any Designated Senior Indebtedness.
 
                                       77
<PAGE>   82
 
     "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 that shall comply
with applicable provisions of the Indenture.
 
     "Payment Default" means any default, whether or not any requirement for the
giving of notice, the lapse of time or both, or any other condition to such
default becoming an event of default has occurred, in the payment of principal
of (or premium, if any) or interest on or any other amount payable in connection
with Designated Senior Indebtedness.
 
     "Permitted Asset Swap" means the exchange, in the ordinary course of the
outdoor advertising business, of any interest of the Company or any of the
Restricted Subsidiaries in any Advertising Display or Displays for a similar
interest in an Advertising Display or Displays of a Person other than the
Company or such Restricted Subsidiary; provided that (i) the aggregate fair
market value (as determined in good faith by the board of directors of the
Company) of the Advertising Display or Displays being transferred by the Company
or such Restricted Subsidiary is not greater than the aggregate fair market
value (as determined in good faith by the board of directors of the Company) of
the Advertising Display or Displays received by the Company or such Restricted
Subsidiary in such exchange and (ii) the aggregate fair market value (as
determined in good faith by the board of directors of the Company) of all
Advertising Displays transferred by the Company and the Restricted Subsidiaries
in connection with exchanges in any period of twelve consecutive months shall
not exceed $10 million.
 
     "Permitted Dividend Encumbrances" means encumbrances or restrictions (a)
existing on the Issue Date, (b) arising by reason of Acquired Indebtedness of
any Restricted Subsidiary existing at the time such Person became a Restricted
Subsidiary; provided that in the case of clause (b) above such encumbrances or
restrictions were not created in anticipation of such Person becoming a
Restricted Subsidiary and are not applicable to the Company or any of the other
Restricted Subsidiaries, (c) arising under the Senior Credit Facility as in
effect on the Issue Date, and refinancings thereof; provided that the
encumbrances and restrictions contained in any such refinancing agreement are no
less favorable to the Holders of Notes than those contained in the Senior Credit
Facility as in effect on the Issue Date, (d) arising under Refinancing
Indebtedness; provided that the terms and conditions of any such restrictions
are no less favorable to the Holders of Notes than those under the Indebtedness
being refinanced and (e) customary provisions restricting the assignment of any
contract or interest of the Company or any Restricted Subsidiary.
 
     "Permitted Holders" means William S. Levine, Arthur R. Moreno, any trust
solely for the benefit of Messrs. Levine and Moreno or their respective
immediate family members, or any partnership all the ownership interests in
which are beneficially owned or controlled by any of the foregoing; provided
that with respect to any such trust or partnership either Mr. Levine or Mr.
Moreno (or in the event of the death or incapacity of Mr. Levine or Mr. Moreno,
as the case may be, an immediate family member or the legal representative)
shall at all times have the exclusive power to direct the voting of the shares
of Voting Stock of the Company held by such trust or partnership.
 
     "Permitted Indebtedness" means:
 
          (i) Indebtedness of the Company or any Restricted Subsidiary pursuant
     to the Senior Credit Facility in an amount not to exceed an aggregate of
     $425 million plus cdn$83 million (which at the option of the Company may be
     $60 million) minus the amount of any such Indebtedness permanently retired
     with the Asset Sale Proceeds from any Asset Sale;
 
          (ii) Indebtedness under the Notes and the Guarantees and the 1996
     Notes and their related guarantees as required under the 1996 Notes
     Indenture;
 
          (iii) Indebtedness not covered by any other clause of this definition
     which is outstanding on the date of the Indenture;
 
          (iv) Indebtedness of the Company to any Wholly-Owned Restricted
     Subsidiary and Indebtedness of any Restricted Subsidiary to the Company or
     another Restricted Subsidiary;
 
                                       78
<PAGE>   83
 
          (v) Purchase Money Indebtedness and Capitalized Lease Obligations
     incurred to acquire property in the ordinary course of business which
     Purchase Money Indebtedness and Capitalized Lease Obligations do not in the
     aggregate exceed 5% of the Company's consolidated total assets;
 
          (vi) Interest Rate Agreements and any guarantees thereof;
 
          (vii) additional Indebtedness of the Company not to exceed $40 million
     in principal amount outstanding at any time; and
 
          (viii) Refinancing Indebtedness.
 
     "Permitted Investments" means, for any Person, Investments made on or after
the date of the Indenture consisting of:
 
          (i) Investments by the Company or by a Restricted Subsidiary in the
     Company or a Wholly-Owned Restricted Subsidiary;
 
          (ii) Temporary Cash Investments;
 
          (iii) Investments by the Company or by a Restricted Subsidiary in a
     Person, if as a result of such Investment (a) such Person becomes a
     Restricted Subsidiary or (b) 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 Restricted Subsidiary;
 
          (iv) reasonable and customary loans made to employees in connection
     with their relocation not to exceed $2 million in the aggregate at any one
     time outstanding; and
 
          (v) an Investment that is made by the Company or a Restricted
     Subsidiary in the form of any stock, bonds, notes, debentures, partnership
     or joint venture interests or other securities that are issued by a third
     party to the Company or such Restricted Subsidiary solely as partial
     consideration for the consummation of an Asset Sale that is otherwise
     permitted under the covenant described under "Limitation on Certain Asset
     Sales."
 
     "Permitted Liens" means (i) Liens existing on the Issue Date, (ii) Liens on
property or assets of, or any shares of stock of or secured debt of, any
corporation existing at the time such corporation becomes a Restricted
Subsidiary or at the time such corporation is merged into the Company or any of
the Restricted Subsidiaries; provided that such Liens are not incurred in
connection with, or in contemplation of, such corporation becoming a Restricted
Subsidiary or merging into the Company or any of the Restricted Subsidiaries,
(iii) Liens securing Refinancing Indebtedness; provided that any such Lien does
not extend to or cover any Property, shares or debt other than the Property,
shares or debt securing the Indebtedness so refunded, refinanced or extended,
(iv) Liens in favor of the Company or any of the Restricted Subsidiaries, (v)
Liens to secure Purchase Money Indebtedness that is otherwise permitted under
the Indenture; provided 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, (vi) statutory
liens or landlords', carriers', warehouseman's, mechanics', suppliers',
materialmen's, repairmen's or other like Liens arising in the ordinary course of
business which do not secure any Indebtedness and with respect to amounts not
yet delinquent or being contested in good faith by appropriate proceedings, if a
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor, (vii) other Liens securing
obligations incurred in the ordinary course of business which obligations do not
exceed $5 million in the aggregate at any one time outstanding, (viii) any
extensions, substitutions, replacements or renewals of the foregoing, (ix) Liens
for taxes, assessments or governmental charges that are being contested in good
faith by appropriate proceedings, (x) Liens securing Capitalized Lease
Obligations permitted to be incurred under clause (v) of the definition of
"Permitted Indebtedness," provided that any such Lien does not extend to any
property other than that
 
                                       79
<PAGE>   84
 
subject to the underlying lease and (xi) Liens securing Senior Indebtedness and
Guarantor Senior Indebtedness.
 
     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government (including any agency or political subdivision thereof).
 
     "Preferred Stock" means any Capital Stock 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
Capital Stock issued by such Person.
 
     "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
(Restricted Subsidiaries in the case of the Company) under GAAP.
 
     "Public Equity Offering" means a public offering by the Company of shares
of its common stock (however designated and whether voting or non-voting) and
any and all rights, warrants or options to acquire such common stock pursuant to
a registration statement registered pursuant to the Act.
 
     "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.
 
     "Redeemable Dividend" means, for any dividend or distribution with regard
to Disqualified Capital Stock, the quotient of the dividend or distribution
divided by the difference between one and the maximum statutory federal income
tax rate (expressed as a decimal number between 1 and 0) then applicable to the
issuer of such Disqualified Capital Stock.
 
     "Refinancing Indebtedness" means Indebtedness that refunds, refinances or
extends any Indebtedness of the Company or the Restricted Subsidiaries
outstanding on the Issue Date or other Indebtedness permitted to be incurred by
the Company or the Restricted Subsidiaries pursuant to the terms of the
Indenture (other than pursuant to clauses (iv), (v), (vi) and (vii) of the
definition of Permitted Indebtedness), 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, 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) the portion, if any, of the Refinancing
Indebtedness that is scheduled to mature on or prior to the maturity date of the
Notes 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 portion of the Indebtedness being refunded, refinanced
or extended that is scheduled to mature on or prior to the maturity date of the
Notes, (iv) such Refinancing Indebtedness is in an aggregate principal amount
that is equal to or less than the sum of (a) the aggregate principal amount then
outstanding under the Indebtedness being refunded, refinanced or extended, (b)
the amount of accrued and unpaid interest, if any, and premiums owed, if any,
not in excess of preexisting prepayment provisions on such Indebtedness being
refunded, refinanced or extended and (c) the amount of customary fees, expenses
and costs related to the incurrence of such Refinancing Indebtedness, 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 Restricted Subsidiary.
 
     "Restricted Payment" means any of the following: (i) the declaration or
payment of any dividend or any other distribution or payment on Capital Stock of
the Company or any Restricted Subsidiary of the Company or any payment made to
the direct or indirect holders (in their capacities as such) of Capital Stock of
the Company or any Restricted Subsidiary (other than (x) dividends or
distributions payable solely in Capital Stock (other than Disqualified Stock) or
in options, warrants or other rights to purchase Capital Stock (other than
Disqualified Stock), and (y) in the case of Restricted Subsidiaries of the
Company, dividends or distributions payable to the Company or to a Wholly-Owned
Restricted Subsidiary), (ii) the purchase, redemption or other acquisition or
retirement for value of any Capital Stock of the Company or any of the
 
                                       80
<PAGE>   85
 
Restricted Subsidiaries (other than Capital Stock owned by the Company or a
Wholly-Owned Restricted Subsidiary), (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 other than subordinated Indebtedness acquired in
anticipation of satisfying a scheduled sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
acquisition), (iv) the making of any Investment or guarantee of any Investment
in any Person other than a Permitted Investment, (v) any designation of a
Restricted Subsidiary as an Unrestricted Subsidiary on the basis of the
Investment by the Company therein and (vi) forgiveness of any Indebtedness of an
Affiliate of the Company (other than a Wholly-Owned Restricted Subsidiary) to
the Company or a Restricted Subsidiary. 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.
 
     "Restricted Subsidiary" means a Subsidiary of the Company other than an
Unrestricted Subsidiary and includes all of the Subsidiaries of the Company
existing as of the Issue Date. The board of directors of the Company may
designate any Unrestricted Subsidiary or any Person that is to become a
Subsidiary of the Company as a Restricted Subsidiary if immediately after giving
effect to such action (and treating any Acquired Indebtedness as having been
incurred at the time of such action), the Company could have incurred at least
$1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to
the "Limitation on Additional Indebtedness" covenant.
 
     "Sale and Lease-Back Transaction" means any arrangement with any Person
providing for the leasing by the Company or any Restricted Subsidiary of any
real or tangible personal property, which property has been or is to be sold or
transferred by the Company or such Restricted Subsidiary to such Person in
contemplation of such leasing.
 
     "Senior Credit Facility" means the Fourth Amended and Restated Credit
Agreement dated as of October 22, 1996, as amended, among the Company, Mediacom
Inc., the several lenders from time to time parties thereto and Canadian
Imperial Bank of Commerce, as administrative agent, together with the documents
related thereto (including, without limitation, any guarantee agreements and
security documents), in each case as such agreements may be amended (including
any amendment and restatement thereof), supplemented or otherwise modified from
time to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including adding Subsidiaries of the
Company as additional borrowers or guarantors thereunder) all or any portion of
the Indebtedness under such agreement or any successor or replacement agreement
and whether by the same or any other agent, lender or group of lenders.
 
     "Senior Indebtedness" means the principal of and premium, if any, and
interest (including, without limitation, interest accruing or that would have
accrued but for the filing of a bankruptcy, reorganization or other insolvency
proceeding whether or not such interest constitutes an allowable claim in such
proceeding) on, and any and all other fees, charges, expense reimbursement
obligations and other amounts due pursuant to the terms of all agreements,
documents and instruments providing for, creating, securing or evidencing or
otherwise entered into in connection with (a) all obligations of the Company
owed to lenders under the Senior Credit Facility, (b) all obligations of the
Company with respect to any Interest Rate Agreement, (c) all obligations of the
Company to reimburse any bank or other person in respect of amounts paid under
letters of credit, acceptances or other similar instruments, (d) all other
current or future Indebtedness of the Company which does not provide that it is
to rank pari passu with or subordinate to the Notes and (e) all deferrals,
renewals, extensions and refundings of, and amendments, modifications and
supplements to, any of the Senior Indebtedness described above. Notwithstanding
anything to the contrary in the foregoing, Senior Indebtedness will not include
(i) Indebtedness of the Company to any of its Subsidiaries, (ii) Indebtedness
represented by the Notes and the 1996 Notes, (iii) any Indebtedness which by the
express terms of the agreement or instrument creating, evidencing or governing
the same is junior or subordinate in right of payment to any item of Senior
Indebtedness, (iv) any trade payable arising from the purchase of goods or
materials or for services obtained in the ordinary course of business, or (v)
that portion of any Indebtedness (other than Indebtedness described in clause
(a) of the immediately preceding sentence of this definition which relates to
reimburse-
 
                                       81
<PAGE>   86
 
ment obligations (whether in the form of loans or otherwise) under letters of
credit with respect to drawings made thereunder and not yet reimbursed) which is
incurred in violation of the Indenture.
 
     "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 Capital Stock 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 GAAP such entity is consolidated with the first-named Person for
financial statement purposes.
 
     "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 $500,000,000 and rated at least A by
Standard & Poor's Ratings Services 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 (a) any Subsidiary of an Unrestricted
Subsidiary and (b) any Subsidiary of the Company which is classified after the
Issue Date as an Unrestricted Subsidiary by a resolution adopted by the board of
directors of the Company; provided that a Subsidiary of the Company organized or
acquired after the Issue Date may be so classified as an Unrestricted Subsidiary
only if such classification is in compliance with the covenant set forth under
"Limitation on Restricted Payments." The Trustee shall be given prompt notice by
the Company of each resolution adopted by the board of directors of the Company
under this provision, together with a copy of each such resolution adopted.
 
     "Voting Stock" means, with respect to any Person, securities of any class
or classes of Capital Stock in such Person entitling the holders thereof to vote
under ordinary circumstances in the election of members of the board of
directors or other governing body of such Person.
 
     "Wholly-Owned Restricted Subsidiary" means any Restricted 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
 
     Except as set forth below, the Exchange Notes will be represented by one or
more notes in registered, global form without interest coupons (the "Global
Note"). The Global Note will be deposited upon issuance with the Trustee as
custodian for The Depository Trust Company ("DTC"), in New York, New York, and
registered in the name of DTC or its nominee, in each case for credit to an
account of a direct or indirect participant as described below.
 
     Except as set forth below, the Global Note may be transferred, in whole and
not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Note may not be exchanged for Notes
in certificated form except in the limited circumstances described below. See
"-- Exchange of Book-Entry Notes for Certificated Notes."
 
     DTC has advised the Company that DTC is a limited-purpose trust company
created to hold securities for its participating organizations (collectively,
the "Participants") and to facilitate the clearance and settlement of
transactions in those securities between the Participants through electronic
book-entry changes in accounts of the Participants. The Participants include
securities brokers and dealers (including the Initial Purchasers), banks, trust
companies, clearing corporations and certain other organizations. Access to
DTC's system 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 (collectively, the "Indirect
 
                                       82
<PAGE>   87
 
Participants"). Persons who are not Participants may beneficially own securities
held by or on behalf of DTC only through the Participants or the Indirect
Participants. The ownership interest and transfer of ownership interest of each
actual purchaser of each security held by or on behalf of DTC are recorded on
the records of the Participants and the Indirect Participants.
 
     DTC has also advised the Company that pursuant to procedures established by
it, (i) upon deposit of the Global Note, DTC will credit the accounts of
Participants with portions of the principal amount of the Global Note and (ii)
ownership of such interests in the Global Note will be shown on, and the
transfer of ownership thereof will be effected only through, records maintained
by DTC (with respect to the Participants) or by the Participants and the
Indirect Participants (with respect to other owners of beneficial interests in
the Global Note).
 
     The laws of some states require that certain persons take physical delivery
in definitive form of securities that they own. Consequently, the ability to
transfer beneficial interests in the Global Note to such persons may be limited
to that extent. Because DTC can act only on behalf of the Participants, which in
turn act on behalf of the Indirect Participants and certain banks, the ability
of a person having beneficial interests in the Global Note to pledge such
interests to persons or entities that do not participate in the DTC system, or
otherwise take actions in respect of such interests, may be affected by the lack
of a physical certificate evidencing such interests.
 
     EXCEPT AS DESCRIBED BELOW, OWNERS OF INTERESTS IN THE GLOBAL NOTE WILL NOT
HAVE EXCHANGE NOTES REGISTERED IN THEIR NAMES, WILL NOT RECEIVE PHYSICAL
DELIVERY OF EXCHANGE NOTES IN CERTIFICATED FORM AND WILL NOT BE CONSIDERED THE
REGISTERED OWNERS OR HOLDERS THEREOF UNDER THE INDENTURE FOR ANY PURPOSE.
 
     Payments in respect of the principal of (and premium, if any) and interest
on the Global Note will be payable to DTC or its nominee in its capacity as the
registered holder under the Indenture. Under the terms of the Indenture, the
Company and the Trustee will treat DTC or its nominee as the owner thereof for
the purpose of receiving such payments and for any and all other purposes
whatsoever. Consequently, neither the Company or the Trustee nor any agent of
the Company or the Trustee will have any responsibility or liability for (i) any
aspect or accuracy of DTC's records or any Participant's or Indirect
Participant's records relating to or payments made on account of beneficial
ownership interests in the Global Note, or for maintaining, supervising or
reviewing any of DTC's records or any Participant's or Indirect Participant's
records relating to the beneficial ownership interests in the Global Note, or
(ii) any other matter relating to the actions and practices of DTC or any of the
Participants or the Indirect Participants.
 
     DTC has advised the Company that its current practice, upon receipt of any
payment in respect of securities such as the Exchange Notes (including principal
and interest), is to credit the accounts of the relevant Participants with the
payment on the payment date, in amounts proportionate to their respective
holdings in principal amount of beneficial interests in the relevant security as
shown on the records of DTC. Payments by the Participants and the Indirect
Participants to the beneficial owners of Exchange Notes will be governed by
standing instructions and customary practices and will not be the responsibility
of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be
liable for any delay by DTC or any of the Participants in identifying the
beneficial owners of the Exchange Notes, and the Company and the Trustee may
conclusively rely on and will be protected in relying on instructions from DTC
or its nominee as the registered owner of the Global Note for all purposes.
 
     Transfers between Participants in DTC will be effected in accordance with
DTC's procedures and will be settled in same-day funds.
 
     DTC has advised the Company that it will take any action permitted to be
taken by a holder of Exchange Notes only at the direction of one or more
Participants to whose account with DTC interests in the Global Note are credited
and only in respect of such portion of the aggregate principal amount of the
Exchange Notes as to which such Participant or Participants has or have given
such direction.
 
     The Global Note is exchangeable for definitive Exchange Notes in registered
certificated form if (i) DTC (x) notifies the Company that it is unwilling or
unable to continue as depository for the Global Note and the Company thereupon
fails to appoint a successor depository or (y) has ceased to be a clearing
agency registered
 
                                       83
<PAGE>   88
 
under the Exchange Act, (ii) the Company, at its option, notifies the Trustee in
writing that it elects to cause the issuance of the Exchange Notes in
certificated form or (iii) there shall have occurred and be continuing a Default
or an Event of Default with respect to the Exchange Notes. In all cases,
certificated Exchange Notes delivered in exchange for the Global Note or
beneficial interests therein will be registered in the names, and issued in any
approved denominations, requested by or on behalf of DTC (in accordance with its
customary procedures).
 
EXCHANGE OFFER; REGISTRATION RIGHTS
 
     In connection with the issuance and sale of the Existing Notes, the Company
and the Guarantors have entered into the Exchange Offer Registration Rights
Agreement pursuant to which they have agreed, for the benefit of the holders of
the Existing Notes, that they will, at their cost, (i) within 45 days after the
Issue Date, file a registration statement (the "Exchange Offer Registration
Statement") with the Commission with respect to a registered offer to exchange
the Existing Notes for new notes, which will have terms substantially identical
in all material respects to the Existing Notes (except that the Exchange Notes
will not contain terms with respect to transfer restrictions), and (ii) within
120 days after the Issue Date, use their best efforts to cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act.
Upon the Exchange Offer Registration Statement being declared effective, the
Company and the Guarantors have agreed to offer such new notes in exchange for
surrender of the Existing Notes. The Registration Statement of which this
Prospectus is a part has been filed with the Commission and the Exchange Offer
is being made to satisfy the Company's and the Guarantors' obligations under the
Exchange Offer Registration Rights Agreement.
 
     In the event that applicable interpretations of the staff of the Commission
do not permit the Company to effect the Exchange Offer, or if for any other
reason the Exchange Offer is not consummated within 180 days after the Issue
Date, the Company and the Guarantors will, at their own expense, (a) as promptly
as practicable, file a shelf registration statement covering resales of the
Existing Notes (the "Shelf Registration Statement"), (b) use their respective
best efforts to cause the Shelf Registration Statement to be declared effective
under the Securities Act and (c) use their respective best efforts to keep
effective the Shelf Registration Statement until the earlier of the disposition
of the Existing Notes covered by the Shelf Registration Statement or two years
after the Issue Date (or such shorter period as is permitted by Rule 144(k)
under the Securities Act). The Company will, in the event of the Shelf
Registration Statement, provide to each holder of the Existing Notes copies of
the prospectus which is a part of the Shelf Registration Statement, notify each
such holder when the Shelf Registration Statement for the Existing Notes has
become effective and take certain other actions as are required to permit
unrestricted resales of the Existing Notes. A holder of the Existing Notes that
sells such Existing Notes pursuant to the Shelf Registration Statement generally
would be required to be named as a selling securityholder in the related
prospectus and to deliver a prospectus to purchasers, will be subject to certain
of the civil liability provisions under the Securities Act in connection with
such sales and will be bound by the provisions of the Exchange Offer
Registration Rights Agreement which are applicable to such a holder (including
certain indemnification rights and obligations). In addition, each holder of the
Existing Notes will be required to deliver information to be used in connection
with the Shelf Registration Statement within the time periods set forth in the
Exchange Offer Registration Rights Agreement in order to have their Existing
Notes included in the Shelf Registration Statement.
 
     If the Company and the Guarantors fail to comply with the above provisions
or if such registration statement fails to become effective, then, as liquidated
damages, additional interest shall become payable in respect of the Existing
Notes as follows:
 
          If (i) the Exchange Offer Registration Statement or Shelf Registration
     Statement is not filed within 45 days after the Issue Date;
 
          (ii) an Exchange Offer Registration Statement or Shelf Registration
     Statement is not declared effective within 120 days after the Issue Date;
     and
 
          (iii) either (A) the Company has not exchanged the Exchange Notes for
     all Existing Notes validly tendered in accordance with the terms of the
     Exchange Offer on or prior to 60 days after the date on
 
                                       84
<PAGE>   89
 
     which the Exchange Offer Registration Statement was declared effective or
     (B) the Exchange Offer Registration Statement ceases to be effective at any
     time prior to the time that the Exchange Offer is consummated or (C) if
     applicable, the Shelf Registration Statement has been declared effective
     and such Shelf Registration Statement ceases to be effective at any time
     prior to the second anniversary of the Issue Date (or such shorter period
     as is permitted by Rule 144(k) under the Securities Act);
 
(each such events referred to in clauses (i) through (iii) above is a
"Registration Default"), the sole remedy available to holders of the Existing
Notes will be the immediate assessment of additional interest ("Additional
Interest") as follows: the per annum interest rate on the Existing Notes will
increase by .50% during the period the Registration Default exists and is not
waived or cured; and the per annum interest rate will increase by an additional
 .25% for each subsequent 90-day period during which the Registration Default
remains uncured, up to a maximum additional interest rate of 2.0% per annum in
excess of 8 7/8%. Notwithstanding the foregoing, no Additional Interest will be
payable with respect to a Registration Default described in clause (iii) (C)
above if, pending a material corporate transaction, the Company issues a notice
that the registration is unusable, or such a notice is required under applicable
securities laws to be issued by the Company, and the number of days in any
consecutive twelve month period for which all such notices have been issued or
required to be issued has not exceeded 30 in the aggregate. All Additional
Interest will be payable to holders of the Existing Notes in cash on the same
original interest payment dates as the Existing Notes, commencing with the first
such date occurring after any such Additional Interest commences to accrue,
until such Registration Default is cured. After the date on which such
Registration Default is cured, the interest rate on the Existing Notes will
revert to the interest rate originally borne by the Existing Notes.
 
     The summary herein of certain provisions of the Exchange Offer Registration
Rights Agreement does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the Exchange
Offer Registration Rights Agreement, a copy of which has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part.
 
                   CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
 
     The following discussion of certain of the anticipated federal income tax
consequences of an exchange of Existing Notes for Exchange Notes and of the
purchase, ownership, and disposition of the Exchange Notes is based upon the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the
final, temporary, and proposed regulations promulgated thereunder, and
administrative rulings and judicial decisions now in effect, all of which are
subject to change (possibly with retroactive effect) or different
interpretations. This summary does not purport to deal with all aspects of
federal income taxation that may be relevant to a particular investor, nor any
tax consequences arising under the laws of any state, locality, or foreign
jurisdiction, and it is not intended to be applicable to all categories of
investors, some of which, such as dealers in securities, banks, insurance
companies, tax-exempt organizations, foreign persons, persons that hold Existing
Notes as part of a straddle or conversion transaction, or holders subject to the
alternative minimum tax, may be subject to special rules. In addition, the
summary is limited to persons that will hold the Exchange Notes as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Code. ALL INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISERS
REGARDING THE FEDERAL, STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF THE
EXCHANGE AND THE OWNERSHIP AND DISPOSITION OF EXCHANGE NOTES.
 
TAXATION OF HOLDERS ON EXCHANGE
 
     Although the matter is not free from doubt, an exchange of Existing Notes
for Exchange Notes should not be a taxable event to holders of Existing Notes
and holders should not recognize any taxable gain or loss as a result of such an
exchange. Accordingly, a holder would have the same adjusted basis and holding
period in the Exchange Notes, as it had in the Existing Notes immediately before
the exchange. Further, the tax consequences of ownership and disposition of any
Exchange Notes should be the same as the tax consequences of ownership and
disposition of Existing Notes.
 
                                       85
<PAGE>   90
 
MARKET DISCOUNT
 
     If a holder purchases a Note (other than in connection with the Offering or
the Exchange) for an amount that is less than its principal amount, the amount
of the difference will be treated as "market discount" for federal income tax
purposes, unless such difference is less than a specified de minimis amount.
Under the market discount rules, a holder will be required to treat any
principal payment on, or any gain on the sale, exchange, retirement or other
disposition of, a Note as ordinary income to the extent of the market discount
which has not previously been included in income and is treated as having
accrued on such a Note at the time of such payment or disposition. In addition,
the holder may be required to defer, until the maturity of the Note or its
earlier disposition in a taxable transaction, the deduction of all or a portion
of the interest expense on any indebtedness incurred or continued to purchase or
carry such Note.
 
     Any market discount will be considered to accrue ratably during the period
from the date of acquisition to the maturity date of the Note, unless the holder
elects to accrue on a constant interest method. A holder of a Note may elect to
include market discount currently as it accrues (on either a ratable or constant
interest method), in which case the rule described above regarding deferral of
interest deductions will not apply. This election to include market discount in
income currently, once made, applies to all market discount obligations acquired
on or after the first taxable year to which the election applies and may not be
revoked without the consent of the Internal Revenue Service (the "IRS").
 
AMORTIZABLE PREMIUM
 
     A holder that purchases a Note for an amount in excess of the sum of its
principal amount will be considered to have purchased the Note at a "premium." A
holder generally may elect to amortize the premium over the remaining term of
the Note on a constant yield method. The amount amortized in any year will be
treated as a reduction of the holder's interest income from the Note. Premium on
a Note held by a holder that does not make such an election will decrease the
gain or increase the loss otherwise recognized on disposition of the Note. The
election to amortize premium on a constant yield method once made applies to all
debt obligations held or subsequently acquired by the electing holder on or
after the first day of the first taxable year to which the election applies and
may not be revoked with the consent of the IRS.
 
EXCHANGE OF AND INVESTMENT IN NOTES.
 
     A holder's tax basis in a Note will, in general, be the holder's cost
therefor, increased by market discount previously included in income by the
holder and reduced by any amortized premium. Upon the sale, exchange or
retirement of a Note, a holder will recognize gain or loss equal to the
difference between the amount realized upon the sale, exchange or retirement
(less any accrued interest, which will be taxable as such) and the adjusted tax
basis of the Note. Except as described above with respect to market discount,
such gains or loss will be capital gain or loss and will be long-term capital
gain or loss if at the time of sale, exchange or retirement the Note has been
held for more than one year. Under current law, long-term capital gain of
individuals are, under certain circumstances, taxed at lower rates than items of
ordinary income. The deductibility of capital losses is subject to limitation.
 
BACKUP WITHHOLDING
 
     In general, information reporting requirements will apply to certain
payments of principal, interest and premium paid on Notes and to the proceeds of
a sale of a Note made to holders other than certain exempt recipients (such as
corporations). A 31% backup withholding tax will apply to such payments if the
holder fails to provide a taxpayer identification number or certification of
foreign or other exempt status or fails to report in full dividend and interest
income.
 
     Any amounts withheld under the backup withholding rules will be allowed as
a refund or a credit against such holder's U.S. federal income tax liability
provided the required information is furnished to the IRS.
 
                                       86
<PAGE>   91
 
     THE FOREGOING SUMMARY OF THE PRINCIPAL FEDERAL INCOME TAX CONSEQUENCES TO
HOLDERS DOES NOT DISCUSS ALL ASPECTS OF FEDERAL INCOME TAXATION THAT MAY BE
RELEVANT TO A PARTICULAR HOLDER OF NOTES IN LIGHT OF HIS PARTICULAR
CIRCUMSTANCES AND INCOME TAX SITUATION. EACH HOLDER OF NOTES SHOULD CONSULT SUCH
HOLDER'S TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE
OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE APPLICATION AND EFFECT OF
STATE, LOCAL, FOREIGN AND OTHER TAX LAWS, OR SUBSEQUENT VERSIONS THEREOF.
 
                                       87
<PAGE>   92
 
                              PLAN OF DISTRIBUTION
 
     Based on certain interpretive letters issued by the staff of the Commission
to third parties in unrelated transactions, the Company believes that Exchange
Notes issued pursuant to the Exchange Offer may be offered for resale, resold or
otherwise transferred by holders thereof (other than any holder who is an
"affiliate" of any of the Company and the Guarantors 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
Exchange Notes are acquired in the ordinary course of the holders' business and
such holders have no arrangement or understanding with any person to participate
in a distribution of such Exchange Notes and are not participating in, and do
not intend to participate in, the distribution of such Exchange Notes. In
addition, to comply with the securities laws of certain jurisdictions, if
applicable, the Exchange Notes may not be offered or sold unless they have been
registered or qualified for sale in such jurisdiction or an exemption from
registration or qualification is available and complied with. The Company has
agreed, pursuant to the Exchange Offer Registration Rights Agreement and subject
to certain specified limitations therein, to register or qualify the Exchange
Notes for offer or sale under the securities or blue sky laws of such
jurisdictions as any holder of the Exchange Notes reasonably requests in
writing.
 
     Each broker-dealer that receives Exchange 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 Exchange 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 Exchange Notes received in
exchange for Existing Notes where such Existing Notes were acquired as a result
of market-making activities or other trading activities. The Company and the
Guarantors have agreed that, for a period of 180 days, they will make this
Prospectus, as amended or supplemented, available to any broker-dealer for use
in connection with any such resale.
 
     The Company will not receive any proceeds from any sale of Exchange Notes
by broker-dealers. Exchange Notes received by broker-dealers for their own
account 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 Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or at 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 or the purchasers of any such Exchange Notes. Any
broker-dealer that resells Exchange 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 Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit on any
such resale of Exchange Notes and any commission 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.
 
     For a period of 180 days after the close of the Exchange Offer the Company
will promptly send additional copies of this Prospectus and any amendment or
supplement to this Prospectus to any broker-dealer that requests such documents
in the Letter of Transmittal. The Company has agreed to pay all expenses
incident to the Exchange Offer and will indemnify the holders of the Exchange
Notes (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.
 
                                       88
<PAGE>   93
 
                                 LEGAL MATTERS
 
     The validity of the Exchange Notes offered hereby will be passed upon for
the Company by Powell, Goldstein, Frazer & Murphy LLP, Atlanta, Georgia.
 
                                    EXPERTS
 
     The Consolidated Financial Statements of the Company as of December 31,
1995 and 1996 and for each of the three years in the period ended December 31,
1996 included in this Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein and are
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.
 
     The Gannett Outdoor Combined Statement of Net Assets to be Acquired by
Outdoor Systems, Inc. as of December 31, 1994 and 1995 and the Gannett Outdoor
Combined Statements of Revenues and Direct Expenses of Net Assets to be Acquired
by Outdoor Systems, Inc. for the years ended December 31, 1993, 1994 and 1995
incorporated in this Prospectus by reference from the Company's Prospectus
included in the Registration Statement on Form S-3 (File No. 333-9713) have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
 
     The financial statements of National Advertising Company as of December 31,
1995 and 1996 and for each of the three years in the period ended December 31,
1996, included in this Prospectus have been included herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports and other information with the
Commission. Reports and other information filed with the Commission pursuant to
the Exchange Act may be inspected and copied, at the offices of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 and at its regional offices at
Seven World Trade Center, 13th Floor, New York, New York 10007, and 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
may be obtained from the public reference section of the Commission at its
Washington address upon payment of the prescribed fee. The Commission also
maintains an Internet Web Site at http://www.sec.gov. that contains reports and
other information about the Company.
 
                                       89
<PAGE>   94
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents or information filed by the Company with the
Commission are incorporated in this Offering Memorandum by reference and made a
part hereof: (i) Annual Report on Form 10-K for the fiscal year ended December
31, 1996 (File No. 0-28256); (ii) Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 (File No. 0-28256); (iii) Current Report on Form 8-K filed
on May 28, 1997 (File No. 0-28256); (iv) Current Report on Form 8-K filed June
4, 1997 (File No. 0-28256); (v) Current Report on Form 8-K filed on June 18,
1997 (File No. 0-28256); (vi) the Proxy Statement for the 1997 Annual Meeting of
Shareholders (File No. 0-28256); and (vii) the Gannett Outdoor Combined
Statements of Net Assets to be Acquired as of December 31, 1994 and 1995 and the
Gannett Outdoor Combined Statements of Revenues and Direct Expenses of Net
Assets to be Acquired for the years ended December 31, 1993, 1994 and 1995,
together with notes thereto and Independent Auditors' Report thereon, contained
in the Company's Prospectus dated October 9, 1996 included in its Registration
Statement on Form S-3 (File No. 333-9713).
 
     All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute part of this
Prospectus.
 
     The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon written or oral request, a copy
of any or all information incorporated by reference in this Prospectus (not
including exhibits to such information, unless such exhibits are specifically
incorporated by reference into such information). Such requests should be
directed to Outdoor Systems, Inc., Attention: Bill M. Beverage, Chief Financial
Officer, Treasurer and Secretary, at 2502 North Black Canyon Highway, Phoenix,
Arizona 85009, telephone number (602) 246-9569.
 
                                       90
<PAGE>   95
 
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
        <S>                                                                     <C>
        THE COMPANY:
 
        Independent Auditors' Report..........................................   F-2
 
        Consolidated Balance Sheets as of December 31, 1995 and 1996 and March
          31, 1997............................................................   F-3
 
        Consolidated Statements of Operations for the Years Ended December 31,
          1994, 1995 and 1996 and the three months ended March 31, 1996 and
          1997................................................................   F-4
 
        Consolidated Statements of Common Stockholders' Equity (Deficiency)
          for the Years Ended December 31, 1994, 1995 and 1996 and the three
          months ended March 31, 1997.........................................   F-5
 
        Consolidated Statements of Cash Flows for the Years Ended December 31,
          1994, 1995 and 1996 and the three months ended March 31, 1996 and
          1997................................................................   F-6
 
        Notes to Consolidated Financial Statements............................   F-7
 
        NATIONAL ADVERTISING COMPANY:
 
        Report of Independent Accountants.....................................  F-22
 
        Balance Sheets as of December 31, 1995 and 1996 and March 31, 1997....  F-23
 
        Statements of Income for the Years Ended December 31, 1994, 1995 and
          1996 and the three months ended March 31, 1996 and 1997.............  F-24
 
        Statements of Cash Flows for the Years Ended December 31, 1994, 1995
          and 1996 and the three months ended March 31, 1996 and 1997.........  F-25
 
        Notes to Financial Statements.........................................  F-26
</TABLE>
 
                                       F-1
<PAGE>   96
 
                          INDEPENDENT AUDITORS' REPORT
 
Board of Directors
Outdoor Systems, Inc.
Phoenix, Arizona
 
     We have audited the accompanying consolidated balance sheets of Outdoor
Systems, Inc. and subsidiaries (the "Company") as of December 31, 1995 and 1996,
and the related consolidated statements of operations, common stockholders'
equity (deficiency) and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
     We conducted our audits 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, such consolidated financial statements present fairly, in
all material respects, the financial position of Outdoor Systems, Inc. and
subsidiaries at December 31, 1995 and 1996, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1996 in conformity with generally accepted accounting principles.
 
DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 14, 1997, except for paragraph f of Note 1
and Note 16 as to which the dates are July 3, 1997
and March 26, 1997, respectively
 
                                       F-2
<PAGE>   97
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATED BALANCE SHEETS
            (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                          -------------------   MARCH 31,
                                                                            1995       1996        1997
                                                                          --------   --------   ----------
                                                                                                (UNAUDITED)
<S>                                                                       <C>        <C>        <C>
                                           ASSETS
CURRENT ASSETS:
  Cash and cash equivalents.............................................  $  1,739   $ 11,887   $    4,921
  Accounts receivable -- less allowance for doubtful accounts of $1,010,
    $5,398, and $5,940..................................................    10,971     56,975       59,402
  Prepaid land leases...................................................     1,691     10,938       11,745
  Other current assets, including amounts due from related parties of
    $62, $385, and $374 (Notes 2 and 14)................................       613     15,737       17,766
  Deferred income taxes (Note 11).......................................       415      1,637        1,637
                                                                          --------   --------   ----------
         Total current assets...........................................    15,429     97,174       95,471
PROPERTY AND EQUIPMENT -- Net (Notes 2, 3 and 5)........................   111,729    742,144      849,653
OTHER ASSETS (Note 2)...................................................       981     10,155        9,739
DEFERRED FINANCING COSTS -- Net (Notes 5 and 6).........................     4,275     24,151       23,157
DEFERRED INCOME TAXES (Note 11).........................................     5,255         --           --
GOODWILL -- Net (Note 2)................................................       544     59,831       60,825
                                                                          --------   --------   ----------
TOTAL...................................................................  $138,213   $933,455   $1,038,845
                                                                          ========   ========   ==========
                  LIABILITIES AND COMMON STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
  Accounts payable......................................................  $    642   $  8,323   $    7,758
  Accrued interest......................................................     4,843      7,056       12,938
  Accrued expenses and other liabilities (Notes 4 and 12)...............     1,173     17,653       17,474
  Current maturities of long-term debt (Notes 3 and 5)..................       550     28,000       31,700
                                                                          --------   --------   ----------
         Total current liabilities......................................     7,208     61,032       69,870
LONG-TERM DEBT (Notes 3 and 5)..........................................   141,719    578,409      674,728
OTHER LONG-TERM OBLIGATIONS (Note 2)....................................       984      3,552        3,734
DEFERRED INCOME TAXES (Note 11).........................................        --      2,283        2,057
                                                                          --------   --------   ----------
         Total liabilities..............................................   149,911    645,276      750,389
                                                                          --------   --------   ----------
COMMITMENTS AND CONTINGENCIES (Notes 2, 9, 10, 12 and 16)
COMMON STOCK -- Subject to put option (Note 8)..........................     3,420         --           --
                                                                          --------   --------   ----------
REDEEMABLE PREFERRED STOCK (Note 8).....................................    13,649         --           --
                                                                          --------   --------   ----------
COMMON STOCKHOLDERS' EQUITY (DEFICIENCY) (Notes 2, 9 and 18):
  Common stock, $.01 par value -- authorized, 200,000,000 shares; issued
    and outstanding, 31,644,569, 60,233,447 and 60,233,447 shares.......       316        602          602
  Additional paid-in capital............................................      (312)   316,788      316,788
  Accumulated deficit...................................................   (24,718)   (25,275)     (24,584)
  Treasury stock at cost -- 17,213,331 shares...........................    (4,053)    (4,053)      (4,053)
  Foreign currency translation adjustment...............................        --        117         (297)
                                                                          --------   --------   ----------
         Total common stockholders' equity (deficiency).................   (28,767)   288,179      288,456
                                                                          --------   --------   ----------
TOTAL...................................................................  $138,213   $933,455   $1,038,845
                                                                          ========   ========   ==========
</TABLE>
 
                 See notes to consolidated financial statements
 
                                       F-3
<PAGE>   98
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF OPERATIONS
            (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED
                                                            YEAR ENDED DECEMBER 31,                 MARCH 31,
                                                      ------------------------------------   -----------------------
                                                         1994         1995         1996         1996         1997
                                                      ----------   ----------   ----------   ----------   ----------
                                                                                                   (UNAUDITED)
<S>                                                   <C>          <C>          <C>          <C>          <C>
REVENUES:
  Outdoor advertising (Note 13).....................  $   59,150   $   74,690   $  194,183   $   19,722       89,713
  Less agency commissions...........................       8,073       10,294       27,136        2,777       12,497
                                                      ----------   ----------   ----------   ----------   ----------
         Total......................................      51,077       64,396      167,047       16,945       77,216
  Lease, printing and other revenues................       1,000          417        6,069           --        2,864
                                                      ----------   ----------   ----------   ----------   ----------
         Net revenues...............................      52,077       64,813      173,116       16,945       80,080
                                                      ----------   ----------   ----------   ----------   ----------
OPERATING EXPENSES:
  Direct advertising -- including $139, $139, $139,
    $35 and $35 to related parties (Note 14)........      24,433       30,462       87,593        7,859       44,615
  General and administrative -- including $354,
    $385, $450, $113 and $113 to related parties
    (Note 14).......................................       3,357        4,096       13,458        1,078        6,717
  Depreciation and amortization.....................       9,165        9,970       22,384        2,561       11,635
                                                      ----------   ----------   ----------   ----------   ----------
         Total operating expenses...................      36,955       44,528      123,435       11,498       62,967
                                                      ----------   ----------   ----------   ----------   ----------
GAIN ON ATLANTA AND DENVER DISPOSITIONS (Note 2)....       4,325           --        7,344           --           --
                                                      ----------   ----------   ----------   ----------   ----------
OPERATING INCOME (Note 13)..........................      19,447       20,285       57,025        5,447       17,113
INTEREST EXPENSE (Note 5)...........................      16,393       17,199       32,489        4,152       15,922
                                                      ----------   ----------   ----------   ----------   ----------
INCOME BEFORE INCOME TAXES AND EXTRAORDINARY LOSS...       3,054        3,086       24,536        1,295        1,191
INCOME TAXES (Note 11)..............................       1,721          318       10,200          518          500
                                                      ----------   ----------   ----------   ----------   ----------
INCOME BEFORE EXTRAORDINARY LOSS....................       1,333        2,768       14,336          777          691
EXTRAORDINARY LOSS (Note 6).........................          --           --      (17,780)          --           --
                                                      ----------   ----------   ----------   ----------   ----------
NET (LOSS) INCOME...................................       1,333        2,768       (3,444)         777          691
LESS STOCK DIVIDENDS, ACCRETIONS AND DISCOUNT ON
  REDEMPTIONS (Note 8)..............................       1,596        2,461        3,461          907           --
                                                      ----------   ----------   ----------   ----------   ----------
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON
  STOCKHOLDERS......................................  $     (263)  $      307   $   (6,905)  $     (130)  $      691
                                                      ----------   ----------   ----------   ----------   ----------
NET (LOSS) INCOME PER COMMON AND EQUIVALENT SHARE
  (Note 1):
  Income (loss) before extraordinary loss...........  $     (.01)  $      .01   $      .21   $     (.01)  $      .01
  Extraordinary loss................................          --           --         (.34)          --           --
                                                      ----------   ----------   ----------   ----------   ----------
NET (LOSS) INCOME PER COMMON SHARE..................  $     (.01)  $      .01   $     (.13)  $     (.01)  $      .01
                                                      ==========   ==========   ==========   ==========   ==========
WEIGHTED AVERAGE NUMBER OF SHARES...................  31,644,569   38,136,117   52,895,004   38,049,216   69,046,020
                                                      ==========   ==========   ==========   ==========   ==========
</TABLE>
 
                See notes to consolidated financial statements.
 
                                       F-4
<PAGE>   99
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
       CONSOLIDATED STATEMENT OF COMMON STOCKHOLDERS' EQUITY (DEFICIENCY)
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
                                                  --------------------------------------   THREE MONTHS ENDED
                                                     1994          1995          1996        MARCH 31, 1997
                                                  -----------   -----------   ----------   ------------------
                                                                                              (UNAUDITED)
<S>                                               <C>           <C>           <C>          <C>
COMMON STOCK OUTSTANDING: Shares:
  Balance, beginning of year....................      397,119    31,644,569   31,644,569       60,233,447
  Stock splits..................................   31,247,450                 17,221,488               --
  Initial public offering (Note 2)..............           --            --    2,677,390               --
  Secondary offering............................           --            --    8,690,000               --
                                                  -----------   -----------   ----------       ----------
  Balance, end of year..........................   31,644,569    31,644,569   60,233,447       60,233,447
                                                  ===========   ===========   ==========       ==========
COMMON STOCK OUTSTANDING: Amount:
  Balance, beginning of year....................  $         4   $       316   $      316       $      602
  Stock splits..................................          312            --          172               --
  Initial public offering (Note 2)..............           --            --           27               --
  Secondary offering (Note 2)...................           --            --           87               --
                                                  -----------   -----------   ----------       ----------
  Balance, end of year..........................  $       316   $       316   $      602       $      602
                                                  -----------   -----------   ----------       ----------
ADDITIONAL PAID-IN CAPITAL:
  Balance, beginning of year....................  $        --   $      (312)  $     (312)      $  316,788
  Stock splits..................................         (312)           --         (172)              --
  Initial public offering (Note 2)..............           --            --       36,617               --
  Secondary offering (Note 2)...................           --            --      283,135               --
  Common/preferred stock accretion..............           --            --       (2,480)              --
                                                  -----------   -----------   ----------       ----------
  Balance, end of year..........................  $      (312)  $      (312)  $  316,788       $  316,788
                                                  -----------   -----------   ----------       ----------
ACCUMULATED DEFICIT:
  Balance, beginning of year....................  $   (24,762)  $   (25,025)  $  (24,718)      $  (25,275)
  Common/preferred stock accretion..............         (714)       (1,507)        (688)              --
  Dividend on exchangeable preferred stock......          (82)          (82)        (293)              --
  Cash dividends................................         (800)         (872)          --               --
  Cancellation of put option on common stock....           --            --        3,868               --
  Net income (loss).............................        1,333         2,768       (3,444)             691
                                                  -----------   -----------   ----------       ----------
  Balance, end of year..........................  $   (25,025)  $   (24,718)  $  (25,275)      $  (24,584)
                                                  -----------   -----------   ----------       ----------
COMMON STOCK IN TREASURY: Amount:
  Balance.......................................  $    (4,053)  $    (4,053)  $   (4,053)      $   (4,053)
                                                  -----------   -----------   ----------       ----------
FOREIGN CURRENCY TRANSLATION ADJUSTMENT.........  $        --   $        --   $      117       $     (297)
                                                  -----------   -----------   ----------       ----------
TOTAL COMMON STOCKHOLDERS' EQUITY
  (DEFICIENCY)..................................  $   (29,074)  $   (28,767)  $  288,179       $  288,456
                                                  ===========   ===========   ==========       ==========
</TABLE>
 
                See notes to consolidated financial statements.
 
                                       F-5
<PAGE>   100
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                                                              THREE MONTHS ENDED
                                                                             YEAR ENDED DECEMBER 31,              MARCH 31,
                                                                        ---------------------------------    --------------------
                                                                          1994        1995        1996        1996        1997
                                                                        --------    --------    ---------    -------    ---------
                                                                                                                 (UNAUDITED)
<S>                                                                     <C>         <C>         <C>          <C>        <C>
OPERATING ACTIVITIES:
  Net (loss) income...................................................  $  1,333    $  2,768    $  (3,444)   $   777    $     691
  Adjustments to reconcile net (loss) income to net cash provided by
    operating activities:
    Extraordinary loss................................................        --          --       27,615         --           --
    Gain on sale of land..............................................        --        (417)          --         --           --
    Gain on disposals.................................................    (4,325)                  (7,344)        --           --
    Deferred taxes....................................................     1,324          90       (1,714)        --         (364)
    Depreciation and amortization.....................................     9,165       9,970       22,384      2,561       11,635
    Allowance for doubtful accounts...................................       792         761        2,492        178          957
    Other.............................................................       383         363        3,664        100          395
  Changes in net assets and liabilities -- net of effects from
    acquisitions and disposals (Note 2):
    Accounts receivable...............................................     1,092       4,539         (767)       984       (3,045)
    Other current assets..............................................       704       2,486           74        279         (293)
    Accrued interest..................................................       187         (84)       2,216     (3,091)       5,884
    Accounts payable and other liabilities............................       850      (1,924)       3,023        (28)        (346)
                                                                        ---------   --------     --------    -------    ---------
        Net cash provided by operating activities.....................    11,505      18,552       48,199      1,760       15,514
                                                                        ---------   --------     --------    -------    ---------
INVESTING ACTIVITIES:
  Acquisition of Gannett Outdoor, net of cash overdraft acquired......        --          --     (712,545)        --           --
  Acquisition of Gannett Houston......................................        --          --      (12,174)        --           --
  Capital expenditures................................................    (4,924)     (7,070)      (9,046)    (1,194)      (5,140)
  Proceeds from sale of land..........................................        --         769           --         --           --
  Other acquisitions..................................................   (44,347)         --       (1,817)        --     (117,903)
  Net proceeds from disposals.........................................    21,715          --        3,049         --           --
  Acquisition of perpetual easements..................................        --          --      (21,525)        --           --
                                                                        ---------   --------     --------    -------    ---------
        Net cash used in investing activities.........................   (27,556)     (6,301)    (754,058)    (1,194)    (123,043)
                                                                        ---------   --------     --------    -------    ---------
FINANCING ACTIVITIES:
  Proceeds from issuance of long-term debt............................    39,252      10,679      846,853      5,000      110,563
  Tender for 10.75% notes.............................................        --          --     (128,205)        --           --
  Principal payments on debt and capital leases.......................   (20,726)    (23,977)    (269,893)    (4,889)     (10,000)
  Increase in deferred financing fees.................................        --          --      (35,952)        --           --
  Cash dividends paid on preferred stock..............................      (800)       (872)        (293)      (218)          --
  Redemption of preferred and exchangeable preferred stock............        --          --      (16,369)        --           --
  Issuance of common stock............................................        --          --      319,866         --           --
                                                                        ---------   --------     --------    -------    ---------
        Net cash provided by (used in) financing activities...........    17,726     (14,170)     716,007       (107)     100,563
                                                                        ---------   --------     --------    -------    ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS..................     1,675      (1,919)      10,148        459       (6,966)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD........................     1,983       3,658        1,739      1,739       11,887
                                                                        ---------   --------     --------    -------    ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD..............................  $  3,658    $  1,739    $  11,887    $ 2,198    $   4,921
                                                                        =========   ========     ========    =======    =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid for:
    Interest..........................................................  $ 14,095    $ 16,162    $  27,519    $ 7,067    $   8,649
                                                                        =========   ========     ========    =======    =========
    Income taxes......................................................  $    343    $    227    $     275    $    91    $      21
                                                                        =========   ========     ========    =======    =========
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING
  ACTIVITIES:
  In conjunction with acquisitions described in Note 2, liabilities
    were assumed as follows:
    Fair value of assets acquired.....................................  $ 45,696    $     --    $ 728,848    $    --    $ 117,903
    Cash paid.........................................................   (42,636)         --      707,980         --     (117,903)
                                                                        ---------   --------     --------    -------    ---------
  Liabilities assumed and incurred and issuance of notes payable......  $  3,060    $     --    $  20,868    $    --    $      --
                                                                        =========   ========     ========    =======    =========
  Accretion of common and preferred stock.............................  $    714    $  1,507    $      --    $    --    $      --
                                                                        =========   ========     ========    =======    =========
  Accrued dividends on exchangeable preferred stock...................  $     82    $     82    $      --    $    --    $      --
                                                                        =========   ========     ========    =======    =========
  Additional obligation on CSX transaction (Note 2)...................  $     --    $     --    $   2,198    $    --    $      --
                                                                        =========   ========     ========    =======    =========
  Write-off of deferred financing costs (Note 6)......................  $     --    $     --    $  14,073    $    --    $      --
                                                                        =========   ========     ========    =======    =========
  Note receivable on Denver Disposition...............................  $     --    $     --    $   6,440    $    --    $      --
                                                                        =========   ========     ========    =======    =========
</TABLE>
 
                See notes to consolidated financial statements.
 
                                       F-6
<PAGE>   101
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996
 
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
     Organization -- Outdoor Systems, Inc. was incorporated on February 22,
1980, and is engaged principally in the rental of advertising space on outdoor
advertising structures in 22 metropolitan markets in the United States and seven
metropolitan markets in Canada.
 
     Principles of consolidation -- The consolidated financial statements
include the accounts of Outdoor Systems, Inc. and its subsidiaries
(collectively, the "Company"), including its Canadian subsidiary Mediacom, Inc.
("Mediacom"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
 
     Significant accounting policies are as follows:
 
     a. Cash and cash equivalents -- The Company considers all highly liquid
investments with an initial maturity of three months or less to be cash
equivalents.
 
     b. Property and equipment are recorded at cost. Normal maintenance and
repair costs are expensed. Improvements which extend the life or usefulness of
an asset are capitalized. Depreciation is computed principally on a
straight-line method based upon the following useful lives:
 
<TABLE>
        <S>                                                               <C>
        Buildings.......................................................   25-32 years
        Advertising structures..........................................    5-20 years
        Vehicles........................................................     3-5 years
        Furniture and fixtures..........................................       5 years
        Perpetual easements.............................................      40 years
</TABLE>
 
     c. Deferred financing costs are amortized using the effective interest
method over the terms of the related loans.
 
     d. Intangibles include the excess purchase price over net assets acquired
and are amortized over 15 to 30 year periods. Amortization expense was $47,000,
$47,000 and $713,000 in 1994, 1995 and 1996, respectively.
 
     e. Revenue recognition -- The Company recognizes revenue from advertising
contracts when billed, which is on a straight-line pro rata monthly basis in
accordance with contract terms. Costs associated with providing service for
specific contracts are expensed as incurred, although such contracts generally
extend beyond one month. Other revenue represents license fees from perpetual
easements and revenues from a printing operation.
 
     f. Net income (loss) per share -- Primary income (loss) per common and
common equivalent share is computed based on the weighted average number of
common and common equivalent shares outstanding during each year and includes
shares issuable upon exercise of stock options. Such amounts have been adjusted
to reflect the 36.4535 for 1 stock split on April 17, 1996 and the 3 for 2 stock
splits on July 22, 1996, November 22, 1996 and July 3, 1997 respectively.
 
     g. Impairment of long-lived assets -- On January 1, 1996, the Company
adopted Statement of Financial Accounting Standards ("SFAS") No. 121, Accounting
for the Impairment of Long-Lived Assets and of Long-Lived Assets to Be Disposed
Of. In accordance with the provisions of SFAS No. 121, the Company reviews the
carrying values of its long-lived assets and identifiable intangibles for
possible impairment whenever events or changes in circumstances indicate that
the carrying amount of assets to be held and used may not be recoverable. The
adoption of SFAS No. 121 had no effect on the December 31, 1996 consolidated
financial statements.
 
     h. Use of estimates -- The preparation of financial statements in
conformity with generally accepted accounting principles necessarily requires
management to make estimates and assumptions that affect the
 
                                       F-7
<PAGE>   102
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reported period. Actual results could differ
from these estimates.
 
     i. Stock-based compensation -- In October 1995, the Financial Accounting
Standards Board issued SFAS No. 123, Accounting for Stock-Based Compensation. As
permitted by SFAS No. 123, the Company uses the intrinsic value based method
prescribed by the Accounting Principles Board ("APB") Opinion No. 25, Accounting
for Stock Issued to Employees, and related interpretations in accounting for its
plans. Accordingly, no compensation expense has been recognized for its
stock-based compensation plans. A summary of the pro forma effects on reported
income from continuing operations and earnings per share for 1996, as if the
fair value based method of accounting defined in SFAS No. 123 had been applied
is included in Note 9 to these consolidated financial statements. Such
information is not presented for 1995 and 1994 because no options were issued in
such years.
 
     j. Environmental remediation costs -- The Company accrues for losses
associated with environmental remediation obligations when such losses are
probable and reasonably estimable. Accruals for estimated losses from
environmental remediation obligations generally are recognized no later than
completion of the remedial feasibility study. Such accruals are adjusted as
further information develops or circumstances change. Costs of future
expenditures for environmental remediation obligations are not discounted to
their present value.
 
     k. New accounting pronouncement -- Beginning in 1997, the Company will be
required to implement SFAS No. 128 "Earnings Per Share" which requires, among
other matters, presentation of basic earnings per share, which is calculated
utilizing only weighted average common shares outstanding. Basic earnings (loss)
per share would have been $0.01 and $(0.18) and fully diluted earnings (loss)
per share would have been $0.01 and $(0.13), respectively for the years ended
December 31, 1995 and 1996 under SFAS 128.
 
     l. Reclassifications -- Certain reclassifications were made to the 1994 and
1995 financial statements to conform with the 1996 presentation.
 
2. OFFERINGS AND ACQUISITIONS
 
COMPLETION OF INITIAL PUBLIC OFFERING
 
     On April 24, 1996, the Company completed its Initial Public Offering
("IPO") by selling 9,036,198 shares of its common stock. The Company received
proceeds of approximately $36,644,000 net of underwriting discounts and
commissions and offering expenses of approximately $3,517,000.
 
GANNETT OUTDOOR ACQUISITION
 
     On August 22, 1996, the Company purchased substantially all of the
billboard and transit advertising operations of the Outdoor Advertising Division
("Gannett Outdoor" or the "Gannett Outdoor Acquisition") of Gannett Co., Inc.,
for approximately $712,545,000 ($707,980,000 before cash overdraft acquired of
$4,565,000). The Company also acquired an option to acquire the Gannett Outdoor
operations in Houston ("Gannett Houston"), which option was exercised on
November 14, 1996 for $12,174,000. The principal assets of Gannett Outdoor and
Gannett Houston were approximately 40,000 advertising display faces consisting
of bulletins, posters and transit advertising displays (the Company also
acquired approximately 125,000 subway advertising display faces in New York
City) in and around New York, Los Angeles, Chicago, Philadelphia, San Francisco,
Detroit, Sacramento, St. Louis, Denver, San Diego, New Haven, Houston, Kansas
City, Grand Rapids, Flint and Rochester and in various locations in New Jersey
and Canada.
 
     The Company financed the acquisition through a Senior Credit Facility, a
Subordinated Credit Facility ("Bridge Loan") and the sale on August 22, 1996 of
19,327,500 shares of common stock for which it received proceeds of
approximately $283,222,000 net of underwriting discounts and commissions and
offering expenses
 
                                       F-8
<PAGE>   103
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
of approximately $13,133,000. In October 1996, the Company sold $250,000,000 of
9 3/8% Senior Subordinated Notes due 2006 (the "1996 Notes"). The proceeds from
this offering were used to repay all borrowings under the Bridge Loan and to
partially repay amounts outstanding under the Senior Credit Facility (Note 5).
 
     The acquisition was accounted for using the purchase method of accounting
and the results of operations have been included in the consolidated financial
statements subsequent to the date of acquisition. The acquisition resulted in
goodwill of $60,000,000 which represents the excess of the purchase price over
the fair value of the assets which amount will be amortized on a straight-line
basis over 30 years. The Company is continuing its evaluation of the fair value
of the Gannett Outdoor Acquisition and further adjustments to the purchase price
may be made.
 
DENVER DISPOSITION
 
     In connection with the Gannett Outdoor Acquisition, on August 8, 1996, the
Company sold substantially all of its existing billboard assets in Denver
("Denver Disposition") to an unrelated party for $2,760,000 in cash and a
$6,440,000 9% promissory note due November 8, 2006, which is included in other
assets. The Denver Disposition resulted in a gain of $7,344,000.
 
OTHER 1996 ACQUISITIONS
 
     On May 22, 1996, the Company completed the acquisition of perpetual
easements located on real property and leased to independent outdoor advertising
companies from CSX Realty Development Corporation ("CSX") for $21,525,000 in
cash and certain future payments in an aggregate amount not to exceed
$10,000,000 payable over a period of ten years beginning no later than the year
2006. The exact amount and timing of such payments is to be determined based
upon the results of the Company's operation of the easements. The cost of the
perpetual easements is included in property and equipment and will be amortized
on a straight-line basis over 40 years.
 
     In April 1996, the Company acquired all of the stock of Decade
Communications Group, Inc. (the "Bench Ad Acquisition"), which owned
approximately 5,300 bus benches in the Denver metropolitan area for a purchase
price of approximately $1,817,000. The acquisition was accounted for as a
purchase and the results of operations of the Bench Ad Acquisition are included
in these financial statements from the date of acquisition.
 
ATLANTA ACQUISITION AND DISPOSITION
 
     On December 19, 1994, the Company acquired the assets of Capitol Outdoor
Advertising, Inc. (the "1994 Acquisition") located in Atlanta, Georgia for cash
of $44,347,000. This acquisition has been accounted for using the purchase
method of accounting, and the results of operation have been included in the
consolidated financial statements subsequent to the acquisition. As a condition
of allowing the 1994 Acquisition, the United States Justice Department required
the Company to sell substantially all the operating assets of its business then
operating in Atlanta (the "Atlanta Disposition"). This disposal was effective
December 19, 1994 and the resulting gain on sale of $4,325,000 is included in
income for 1994.
 
UNAUDITED PRO FORMA INFORMATION
 
     The following table summarizes unaudited pro forma operating results for
the Company for the two years in the two-year period ended December 31, 1996,
assuming that the Gannett Outdoor Acquisition and other 1996 acquisitions and
the Denver Disposition had occurred at the beginning of the applicable year and
after giving effect to financing costs and purchase accounting adjustments.
 
                                       F-9
<PAGE>   104
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
<TABLE>
<CAPTION>
                                                                       1995         1996
                                                                     ---------    ---------
                                                                     (DOLLARS IN THOUSANDS)
    <S>                                                              <C>          <C>
    Consolidated net revenues......................................  $ 314,386    $ 335,826
                                                                     =========    =========
    Income before extraordinary loss...............................  $   5,005    $  14,173
                                                                     =========    =========
    Net income.....................................................  $   5,005    $  13,329
                                                                     =========    =========
    Income attributable to common stockholders.....................  $   2,544    $   9,868
                                                                     =========    =========
    Net income per common share....................................  $     .04    $     .15
                                                                     =========    =========
</TABLE>
 
3. PROPERTY AND EQUIPMENT
 
     Property and equipment consist of the following at December 31:
 
<TABLE>
<CAPTION>
                                                                       1995         1996
                                                                     --------     --------
                                                                          (DOLLARS IN
                                                                          THOUSANDS)
    <S>                                                              <C>          <C>
    Advertising structures and display leases......................  $153,080     $736,731
    Perpetual land easements.......................................        --       24,428
    Vehicles.......................................................     1,832        5,796
    Furniture and fixtures.........................................     2,654        8,859
    Buildings......................................................     4,747       15,934
    Land...........................................................     6,628       15,881
    Other..........................................................       481        8,963
                                                                     --------     --------
    Total..........................................................   169,422      816,592
    Less accumulated depreciation..................................    57,693       74,448
                                                                     --------     --------
    Property and equipment -- net..................................  $111,729     $742,144
                                                                     ========     ========
</TABLE>
 
     Advertising structures include $163,704 allocated to display leases related
to such advertising structures.
 
     The Company has granted a security interest in substantially all of its
assets to lenders in connection with the Senior Credit Facility.
 
4. ACCRUED EXPENSES AND OTHER LIABILITIES
 
     Accrued expenses and other liabilities is comprised of the following at
December 31:
 
<TABLE>
<CAPTION>
                                                                       1995         1996
                                                                      ------       -------
                                                                          (DOLLARS IN
                                                                           THOUSANDS)
    <S>                                                               <C>          <C>
    Accrued payroll, payroll taxes and severance....................  $  922       $ 7,118
    Percentage lease payments.......................................      --         2,206
    Other liabilities assumed in Gannett acquisition................      --         3,272
    Customer deposits...............................................      --           909
    Unearned revenue................................................      --           796
    Taxes...........................................................      90           422
    Other...........................................................     161         2,930
                                                                      ------       -------
                                                                      $1,173       $17,653
                                                                      ======       =======
</TABLE>
 
                                      F-10
<PAGE>   105
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
5. LONG-TERM DEBT
 
     Long-term debt consists of the following at December 31:
 
<TABLE>
<CAPTION>
                                                                       1995         1996
                                                                     --------     --------
                                                                          (DOLLARS IN
                                                                          THOUSANDS)
    <S>                                                              <C>          <C>
    Senior Credit Facility.........................................  $ 21,000     $356,348
    9 3/8% Senior Subordinated Notes...............................        --      250,000
    10.75% Senior Notes............................................   114,670           15
    Other..........................................................     6,599           46
                                                                     --------     --------
    Total..........................................................   142,269      606,409
    Less current maturities........................................       550       28,000
                                                                     --------     --------
    Long-term debt -- net..........................................  $141,719     $578,409
                                                                     ========     ========
</TABLE>
 
     At December 31, 1996, the Company was in compliance with the covenants of
its debt agreements.
 
SENIOR CREDIT FACILITY
 
     The Senior Credit Facility, dated October 22, 1996, consists of 1) a U.S.
Dollar senior revolving line of credit facility of up to $125,000,000 including
a $35,000,000 letter of credit subfacility ("United States Revolver"), and a
Canadian Dollar ("C$") senior revolving line of credit facility ("Canadian
Revolver") of up to C$35,000,000 including a C$7,000,000 letter of credit
sub-facility; 2) a $240,000,000 and $10,000,000 Senior Secured U.S. Dollar Term
Loans A and B, respectively; and, 3) C$48,000,000 and $40,000,000 Senior Secured
Canadian Term Loans A and B, respectively. The Company has issued letters of
credit totaling $28,876,000 at December 31, 1996. Availability under the Senior
Credit Facility totaled approximately $90,000,000 at December 31, 1996.
 
     The commitment of the lenders under the United States Revolver will be
reduced annually on December 31st of each year by $20,000,000 during 1998 and
1999, $25,000,000 during 2000 and $30,000,000 during 2001 and 2002. The
commitment under the Canadian Revolver will be reduced annually on December 31st
of each year by C$5,000,000 during 1999-2001 and C$20,000,000 during 2002. The
United States Term Loan A commitment will reduce in equal quarterly installments
commencing on March 31, 1997, with annual amortization of $24,000,000 during
1997, $36,000,000 during 1998, $45,000,000 during 1999, $55,000,000 during 2000,
$50,000,000 during 2001, and $30,000,000 during 2002. The Canadian Term Loan A
commitment will reduce in equal quarterly installments commencing on March 31,
1997, with annual amortization of C$4,800,000 during 1997, C$7,200,000 during
1998, C$9,000,000 during 1999, C$11,000,000 during 2000, C$10,000,000 during
2001 and C$6,000,000 during 2002. The United States Term Loan B commitment will
reduce in equal quarterly installments commencing on March 31, 1997, with annual
amortization of $100,000 during 1997-2000, $1,000,000 during 2001, $3,100,000
during 2002, and $5,500,000 during 2003. The Canadian Term Loan B commitment
will reduce in equal quarterly installments commencing on March 31, 1997, with
annual amortization of $400,000 during 1997-2000, $4,400,000 during 2001,
$12,000,000 during 2002, and $22,000,000 during 2003.
 
     The United States and Canadian Revolvers and United States and Canadian
Term Loans A bear interest at the bank's base rate (8.25% at December 31, 1996)
plus 0.125% to 1.75% or LIBOR (5.53% at December 31, 1996) plus 1.125% to 2.75%,
based on the Company's total leverage ratio. The United States and Canadian Term
Loans B bear interest at the base rate plus 1.75% to 2% or LIBOR plus 2.75% to
3%, based on the Company's total leverage ratio.
 
     The Company's obligations under the Senior Credit Facility are secured by a
first perfected lien on substantially all of the present and future assets of
the Company and a pledge of the Company's equity interest
 
                                      F-11
<PAGE>   106
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
in its subsidiaries provided that the United States facilities will only be
secured by two thirds of the stock of Mediacom. The Canadian facilities will be
guaranteed by Mediacom's subsidiaries, the Company and each of the Company's
subsidiaries.
 
     Under the Senior Credit Facility, among other things, conditions of default
arise if tobacco advertisement revenues exceed 15% of consolidated gross
revenues for any four consecutive quarters. The credit facility also places
limitations on the Company's acquisitions, dispositions, asset swaps, stock
repurchases, and capital expenditures, and requires the Company to comply with
financial covenants concerning leverage, interest coverage, fixed charges and
minimum cash flows.
 
9 3/8% SENIOR SUBORDINATED NOTES
 
     In October 1996, the Company completed the sale of $250,000,000 of 9 3/8%
Senior Subordinated Notes due 2006 (the "1996 Notes"). The net proceeds of the
1996 Notes were used to repay the Bridge Loan and to reduce amounts borrowed
under the Senior Credit Facility and to pay related fees and expenses. The 1996
Notes represent general unsecured obligations of the Company and are
subordinated to all existing and future senior indebtedness of the Company and
are senior to all subordinated indebtedness of the Company.
 
     Under the 1996 Notes, among other things, the Company is restricted in its
ability to incur additional indebtedness, make certain investments, create
liens, enter into transactions with affiliates, issue stock of a restricted
subsidiary, enter into sale and leaseback transactions, merge or consolidate the
Company, and transfer or sell assets. The Company is prohibited from paying cash
dividends and distributions.
 
MATURITIES
 
     The annual maturities of long-term debt at December 31, 1996 are as
follows:
 
<TABLE>
<CAPTION>
                                                                     (DOLLARS IN THOUSANDS)
                                                                     ----------------------
        <S>                                                          <C>
        1997........................................................        $ 28,000
        1998........................................................          61,785
        1999........................................................          59,679
        2000........................................................          67,133
        2001........................................................          58,939
        Thereafter..................................................         330,873
                                                                            --------
                  Total.............................................        $606,409
                                                                            ========
</TABLE>
 
6. EXTRAORDINARY LOSS ARISING FROM EARLY EXTINGUISHMENT OF DEBT
 
     The extraordinary loss arising from the early extinguishment of debt
consisted of the following:
 
<TABLE>
<CAPTION>
                                                                     (DOLLARS IN THOUSANDS)
                                                                     ----------------------
        <S>                                                          <C>
        Redemption of subordinated debt subsequent to IPO...........        $  1,415
        Redemption of 10.75% Senior Notes:
          Tender offer..............................................          13,542
          Deferred debt costs.......................................           3,802
        Bridge Redeemable Preferred Stock and Bridge Loan
          financing costs...........................................           8,856
                                                                            --------
        Total.......................................................          27,615
        Less related tax benefit....................................          (9,835)
                                                                            --------
                  Total extraordinary loss..........................        $ 17,780
                                                                            ========
</TABLE>
 
                                      F-12
<PAGE>   107
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     In connection with the IPO, the Company redeemed $6,583,000 principal
amount of subordinated debt that had a carrying value of $6,099,000 for
$7,514,000 in cash, resulting in an extraordinary loss of $1,415,000.
 
     In order to facilitate the financing of the Gannett Outdoor Acquisition,
the Company purchased, pursuant to a tender offer (the "Debt Tender Offer"), all
but $15,000 aggregate principal amount of its outstanding 10.75% Senior Notes
due 2003 (the "Senior Notes"). The aggregate consideration paid by the Company
in the Debt Tender Offer of $1,116.25 per $1,000 principal amount of Senior
Notes, plus expenses associated therewith, resulted in an extraordinary loss
from debt extinguishment of $13,542,000.
 
     In connection with the Gannett Outdoor Acquisition, the Company entered
into long-term bridge financing commitments for the Bridge Loan and redeemable
preferred stock. Such commitment fees and bridge loan issuance costs aggregated
$8,949,000. The commitment on the redeemable preferred stock was canceled at the
date of the Gannett Outdoor Acquisition and the Bridge Loan was repaid with the
net proceeds of the offering of the 1996 Notes resulting in an extraordinary
loss of $8,856,000.
 
7. FINANCIAL INSTRUMENTS
 
     The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of SFAS No. 107,
Disclosures About Fair Value of Financial Instruments. The carrying amounts and
estimated fair values of the Company's financial instruments are as follows:
 
          The carrying values of cash and cash equivalents, receivables,
     accounts payable and accrued expenses approximate fair values due to the
     short-term maturities of these instruments. The carrying amount of variable
     rate long-term debt instruments is estimated to approximate fair values as
     the underlying agreements have been recently negotiated and rates are tied
     to short-term indices.
 
          The 1996 Notes are estimated to approximate market value as the trade
     price of those notes approximates par value at December 31, 1996. Other
     fixed rate long-term debt instruments are estimated to approximate fair
     values as actual rates are consistent with rates estimated to be currently
     available for debt of similar terms and remaining maturities.
 
8. OTHER EQUITY MATTERS
 
     Redeemable preferred stock at December 31, 1995 consisted of the following:
 
<TABLE>
<CAPTION>
                                                                     (DOLLARS IN THOUSANDS)
                                                                     ----------------------
        <S>                                                          <C>
        Exchangeable Preferred Stock, 10% cumulative dividend, $1
          par value -- authorized, issued and outstanding, 24,235
          shares....................................................        $  3,504
        Class A Preferred Stock, $1 par value -- authorized, issued
          and outstanding, 40,000 shares............................           5,526
        Class B Preferred Stock, 9% cumulative, $1 par
          value -- authorized, 5,000 shares; issued and outstanding,
          4,619 shares..............................................           4,619
                                                                            --------
                  Total redeemable preferred stock..................        $ 13,649
                                                                            ========
</TABLE>
 
     In connection with the IPO, the Company redeemed all of its outstanding
preferred stock for approximately $16,369,000.
 
     In 1990, the Company issued common stock in connection with the financing
of an acquisition under which the Company was required to redeem the common
stock at a redemption price based upon the appraised value of the common stock
as of the redemption date. Because this common stock was subject to redemption
at the option of the holder, the Company accreted the stock to its estimated
appraised value over the redemption period based upon annual estimates of value
determined as a multiple of cash flow. Accretion was calculated on a
straight-line basis and was charged directly to stockholders' deficit. At the
date of the IPO, the common stock was sold by the holders and the related put
options were terminated. Accordingly, amounts aggregating $3,868,000 were
credited to paid-in capital.
 
                                      F-13
<PAGE>   108
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
9. STOCK OPTIONS
 
     The Company applies APB No. 25 and related interpretations in accounting
for its stock option plan. Accordingly, no compensation expense has been
recognized for its stock-based compensation plan. Had compensation cost for the
Company's stock option plan been determined based upon the fair value at the
grant date for awards under this plan consistent with the methodology prescribed
in SFAS No. 123, the Company's net income and earnings per share for the year
ended December 31, 1996 would have been reduced by approximately $1,366,200, or
$0.03 per share. The fair value of the options granted during 1996 is estimated
as $2,277,000 on the date of grant using an option-pricing model with the
following assumptions: dividend yield 0%, volatility of 62.0%, an average
risk-free interest rate of 6.0%, assumed forfeiture rate of 0%, and an average
expected life of three years.
 
     The following is a summary of changes in outstanding options:
 
<TABLE>
<CAPTION>
                                                               NUMBER OF         EXERCISE
                                                                SHARES            PRICE
                                                               ---------     ----------------
    <S>                                                        <C>           <C>
    Outstanding at December 31, 1994.........................  6,714,306      $0.03 to $0.55
    Granted..................................................         --            --
    Cancelled or expired.....................................         --            --
    Exercised................................................         --            --
                                                               ---------
    Outstanding at December 31, 1995.........................  6,714,306      $0.03 to $0.55
    Granted..................................................  3,097,940     $4.44 to $15.33
    Cancelled or expired.....................................         --            --
    Exercised................................................   (225,000)         $0.55
                                                               ---------
    Outstanding at December 31, 1996.........................  9,587,246     $0.03 to $15.33
                                                               ---------
    Exercisable at December 31, 1996.........................  6,489,306      $0.03 to $0.55
                                                               ---------
</TABLE>
 
     The following table summarizes information concerning currently outstanding
and exercisable options:
 
<TABLE>
<CAPTION>
                                     OPTIONS OUTSTANDING
                    -----------------------------------------------------           OPTIONS EXERCISABLE
                                    WEIGHTED AVERAGE                          --------------------------------
                      NUMBER           REMAINING         WEIGHTED AVERAGE       NUMBER        WEIGHTED AVERAGE
EXERCISE PRICES     OUTSTANDING     CONTRACTUAL LIFE      EXERCISE PRICE      EXERCISABLE      EXERCISE PRICE
---------------     -----------     ----------------     ----------------     -----------     ----------------
<S>                 <C>             <C>                  <C>                  <C>             <C>
    $  0.03          5,197,059                N/A             $ 0.03            5,197,059          $ 0.03
    $  0.55          1,292,247                N/A             $ 0.55            1,292,247          $ 0.55
    $  4.44          3,078,170          9.3 years             $ 4.44                   --              --
    $ 15.33             19,770          9.7 years             $15.33                   --              --
                     ---------                                                  ---------
                     9,587,246                                                  6,489,306
                     =========                                                  =========
</TABLE>
 
     The options issued prior to January 1, 1996 are fully exercisable and have
no expiration date. Options issued during 1996 vest ratably over a four year
period and expire in 2006.
 
10. BENEFIT PLANS
 
     The Company had established an Incentive Plan (the "Plan") covering certain
managers and key employees. Incentive Awards ("Awards") were made under the Plan
in the form of shares of phantom stock based on the individual's performance.
Awards were valued each year based upon the estimated value of the Company. The
awards are vested at the date of grant and any increases in value vested over a
four year period. For the years ended December 31, 1994, 1995 and 1996, the
Company charged earnings for compensation expense of $218,000, $304,000 and
$159,000, respectively. In connection with the IPO, effective January 1, 1996,
the Company ceased allocating amounts to the accounts maintained under the
Incentive Plan. The Company offered to each current employee who is a
participant in the Incentive Plan the alternative of having
 
                                      F-14
<PAGE>   109
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
their account settled in cash, in shares of the common stock of the Company, or
both, with actual distributions of cash or common stock subject to both vesting
requirements and terms and conditions similar to those under which distributions
would have been made under the Incentive Plan. To the extent participants
elected to settle their accounts in common stock, the Company issued (subject to
the vesting requirements and distribution terms and conditions) to such
participants options to purchase common stock at the initial public offering
price.
 
     The Company has a 401(k) savings plan under which it has the discretion of
making contributions as a percentage of employee contributions. For the years
ended December 31, 1994, 1995 and 1996, the Company's contributions to the
401(k) plan were $49,000, $56,000 and $63,000, respectively.
 
11. INCOME TAXES
 
     The provision (benefit) for income taxes is comprised of the following for
the years ended December 31,
 
<TABLE>
<CAPTION>
                                                                1994       1995      1996
                                                               -------     ----     -------
                                                                  (DOLLARS IN THOUSANDS)
    <S>                                                        <C>         <C>      <C>
    Current:
      Federal................................................  $   179     $ 50     $   108
      State -- including franchise taxes.....................      218      177         182
                                                               -------     ----     -------
    Total current............................................      397      227         290
    Deferred.................................................    1,324       91       9,910
                                                               -------     ----     -------
    Total income tax provisions..............................  $ 1,721     $318     $10,200
                                                               =======     ====     =======
</TABLE>
 
     The Company has federal net operating loss carryforwards of approximately
$34,693,000 as of December 31, 1996. These net operating loss carryforwards
expire as follows: $1,189,000 (2003), $3,494,000 (2004), $4,308,000 (2005),
$4,104,000 (2006), $1,193,000 (2007), $3,243,000 (2008), $68,000 (2009) and
$17,094,000 (2011).
 
     Although realization is not assured, the Company believes, based on
operating results in 1996, and its expectations for the future, that taxable
income of the Company will more likely than not be sufficient to utilize all of
the $34,693,000 net operating loss carryforwards prior to their ultimate
expiration in the year 2011. The amount of the deferred tax asset considered
realizable, however, could be reduced in the near term if estimates of future
taxable income during the carryforward period are reduced.
 
     Significant components of the Company's net deferred tax asset (liability)
as of December 31 are as follows:
 
<TABLE>
<CAPTION>
                                                         1995                     1996
                                                  -------------------     --------------------
                                                               NON-                     NON-
                                                  CURRENT    CURRENT      CURRENT     CURRENT
                                                  ------     --------     -------     --------
                                                             (DOLLARS IN THOUSANDS)
    <S>                                           <C>        <C>          <C>         <C>
    Deferred taxes:
      Financial statement expenses not currently
         deductible for income tax purposes.....  $  415     $    393     $ 1,637     $    435
      Tax loss and other credit carryforwards...      --        6,854          --       13,059
    Deferred tax liability -- Excess of tax over
      book depreciation.........................      --       (1,992)         --      (15,777)
                                                  ------     --------      ------     --------
              Total asset (liability)...........  $  415     $  5,255     $ 1,637     $ (2,283)
                                                  ======     ========      ======     ========
</TABLE>
 
                                      F-15
<PAGE>   110
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     The following is a reconciliation of the income taxes to the statutory
rates:
 
<TABLE>
<CAPTION>
                                                                        1994    1995    1996
                                                                        ----    ----    ----
    <S>                                                                 <C>     <C>     <C>
    Statutory rate...................................................    34%     34%     35%
    Impact of adjustment to valuation allowance......................    --     (34)     --
    State income taxes, franchise tax................................    20       7       4
    Other............................................................     2       3       3
                                                                                        -- -
                                                                        ---     ---
    Reported rate....................................................    56%     10%     42%
                                                                        ===     ===     ===
</TABLE>
 
12. COMMITMENTS AND OTHER
 
LEASES
 
     The Company leases land and equipment under operating leases with various
terms expiring at various dates. Certain of the land leases provide for periodic
rental increases. At December 31, 1996, minimum annual rentals under all
operating leases for the next five years are as follows:
 
<TABLE>
<CAPTION>
                                                                     (DOLLARS IN THOUSANDS)
                                                                     ----------------------
        <S>                                                          <C>
        1997........................................................        $ 33,391
        1998........................................................          17,116
        1999........................................................          12,034
        2000........................................................           7,946
        2001........................................................           6,212
        Thereafter..................................................          11,970
                                                                            --------
                  Total.............................................        $ 88,669
                                                                            ========
</TABLE>
 
     Operating lease expense was $9,969,000, $13,533,000 and $29,790,000 for
1994, 1995 and 1996, respectively.
 
TRANSIT AGREEMENTS
 
     The Company has signed agreements which provide an exclusive right to sell
advertising space in various airports, transit shelters and transit systems.
Under the various agreements, the Company must make minimum guarantee payments
as follows:
 
<TABLE>
<CAPTION>
                                                                     (DOLLARS IN THOUSANDS)
                                                                     ----------------------
        <S>                                                          <C>
        1997........................................................         $9,393
        1998........................................................          2,810
        1999........................................................          1,397
        2000........................................................          1,397
        2001........................................................          1,397
</TABLE>
 
LITIGATION
 
     The Company is party either as plaintiff or defendant to various actions,
proceedings and pending claims, in the ordinary course of business. Litigation
is subject to many uncertainties and it is possible that some of the legal
actions, proceedings or claims referred to above could be decided against the
Company. Although the ultimate amount for which the Company or its subsidiaries
may be held liable with respect to matters where the Company is defendant is not
ascertainable, the Company believes that any resulting liability should not
materially affect the Company's financial position or results of operations.
 
                                      F-16
<PAGE>   111
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
     In connection with the due diligence procedures performed by the Company
for the Gannett Outdoor acquisition, it was discovered that certain sites had
been contaminated as a result of removing various underground storage tanks. The
Company has estimated the costs to remediate the contamination and such amount
has been accrued in the financial statements at December 31, 1996 and is
included in accrued expenses and other.
 
13. FOREIGN OPERATIONS
 
     The assets and operations of Mediacom are included in these financial
statements subsequent to August 22, 1996 and are as follows:
 
<TABLE>
<CAPTION>
                                                                     (DOLLARS IN THOUSANDS)
                                                                     ----------------------
        <S>                                                          <C>
        Net revenues:
          United States.............................................        $150,970
          Canadian..................................................          22,146
                                                                            --------
        Total net revenues..........................................        $173,116
                                                                            ========
        Income from operations:
          United States.............................................        $ 52,150
          Canadian..................................................           4,875
                                                                            --------
        Total income from operations................................        $ 57,025
                                                                            ========
        Assets:
          United States.............................................        $800,184
          Canadian..................................................         133,271
                                                                            --------
        Total assets................................................        $933,455
                                                                            ========
</TABLE>
 
14. TRANSACTIONS WITH RELATED PARTIES
 
     During 1994, 1995 and 1996, the Company entered into a number of
transactions with officers and/or stockholders of the Company, affiliated
companies and affiliated partnerships.
 
     The following summarizes those transactions as of and for the years ended
December 31:
 
<TABLE>
<CAPTION>
                                                                    1994     1995     1996
                                                                    ----     ----     ----
                                                                    (DOLLARS IN THOUSANDS)
    <S>                                                             <C>      <C>      <C>
    Due from employees and related parties, included in other
      current assets..............................................  $ 59     $ 62     $385
                                                                    ====     ====     ====
    Rental income from affiliated company.........................  $ 45     $ 24     $  6
                                                                    ====     ====     ====
    Land rent paid to affiliated company and related parties......  $139     $139     $139
                                                                    ====     ====     ====
    Administrative services agreement.............................  $104     $ 35     $ --
                                                                    ====     ====     ====
    Services agreement............................................  $250     $350     $450
                                                                    ====     ====     ====
</TABLE>
 
                                      F-17
<PAGE>   112
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
15. QUARTERLY DATA (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                      QUARTER
                                                   ----------------------------------------------
                                                    FIRST       SECOND        THIRD       FOURTH
                                                   -------      -------      -------      -------
                                                    (DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER
                                                                    SHARE DATA)
<S>                                                <C>          <C>          <C>          <C>
1995:
  Net revenues...................................  $13,758      $15,979      $16,886      $18,910
  Operating income...............................    3,048        5,128        5,586        6,523
  Net (loss) income..............................   (1,265)         425        1,400        2,208
  Net (loss) income per common share.............     (.05)        (.01)         .02          .05
1996:
  Net revenues...................................  $16,945      $19,582      $41,769      $94,820
  Operating income...............................    5,447        7,457       18,153       25,968
  Net income (loss)..............................      777        1,364       (7,220)       1,637
  Net (loss) income per common share.............     (.01)        (.03)        (.14)         .05
</TABLE>
 
     The fourth quarter of 1995 includes other income of $1,000,000 relating to
cash payments received from the early termination of agreements made in
connection with an acquisition in 1992.
 
     The third and fourth quarters of 1996 include the operating results from
the acquisition of Gannett Outdoor and an extraordinary loss from the early
extinguishment of debt of approximately $12.4 million and $4.5 million,
respectively, net of tax.
 
16. SUBSEQUENT EVENTS
 
     Subsequent to December 31, 1996, the Company has acquired outdoor
advertising assets in the following locations and for the following purchase
prices:
 
<TABLE>
<CAPTION>
                                DESCRIPTION
        ------------------------------------------------------------     PURCHASE PRICE
                                                                     ----------------------
                                                                     (DOLLARS IN THOUSANDS)
        <S>                                                          <C>
        Villepigue Outdoor -- New York City.........................        $ 27,000
                                                                            ========
        Atlanta Bus Shelters -- Atlanta.............................        $  6,000
                                                                            ========
        Philbin & Coine, Inc. -- Louisville.........................        $    830
                                                                            ========
        Scadron Enterprises -- Chicago..............................        $ 24,500
                                                                            ========
        Murad Communications -- Toronto.............................        $  5,489
                                                                            ========
        Reynolds Outdoor, L.P. -- Dallas............................        $ 31,600
                                                                            ========
        Ad Outdoor -- Halifax.......................................        $    879
                                                                            ========
        Burlington Northern/Santa Fe -- Western and Midwestern
          States....................................................        $ 29,500
                                                                            ========
</TABLE>
 
     Each of these acquisitions will be accounted for using the purchase method
of accounting. The purchase prices above do not include any working capital
adjustments. These acquisitions were financed, primarily, utilizing cash flows
and amounts available under the Senior Credit Facility.
 
17. CONSOLIDATING FINANCIAL STATEMENTS
 
     The following represents consolidating condensed financial statements of
Outdoor Systems, Inc. and its subsidiaries (the "Subsidiaries") which are
presented because certain of the Subsidiaries have guaranteed the 9 3/8% Senior
Subordinated Notes due 2006 (the "1996 Notes") and the 8 7/8% Senior
Subordinated Notes due
 
                                      F-18
<PAGE>   113
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
2007 (the "1997 Notes"). The Subsidiaries included in the consolidating
condensed financial statements presented below are all wholly-owned and
constitute all of the Company's direct and indirect subsidiaries. The 1996 and
1997 Notes are guaranteed by all of the Company's domestic subsidiaries (the
"Guarantors"). The guaranties of the Guarantors of the 1996 and 1997 Notes are
full, unconditional, and joint and several. The Subsidiaries who have not
guaranteed the 1996 and 1997 Notes (the "Non-Guarantors") are located in Canada.
Separate financial statements of the Guarantors are not presented because
management has determined that they would not be material to investors. There
are no significant restrictions on the Company's ability to obtain funds from
the Guarantors. The Company did not have any foreign subsidiaries prior to 1996.
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
                          CONSOLIDATING BALANCE SHEET
                               DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                  THE          GUARANTOR                          ELIMINATION
                                COMPANY       SUBSIDIARIES     NON-GUARANTORS       ENTRIES        CONSOLIDATED
                               ----------     ------------     --------------     ------------     ------------
<S>                            <C>            <C>              <C>                <C>              <C>
CURRENT ASSETS:
  Cash and cash
     equivalents.............   $  9,566         $   24           $  2,297          $     --         $ 11,887
  Accounts
     receivable -- net.......     45,775            185             11,015                --           56,975
  Prepaid land leases........      7,521             --              3,417                --           10,938
  Other current assets.......      9,195            114              6,428                --           15,737
  Deferred income taxes......      1,637             --                 --                --            1,637
                                --------         ------           --------          --------         --------
     Total current assets....     73,694            323             23,157                --           97,174
PROPERTY AND
  EQUIPMENT -- Net...........    622,675          9,355            110,114                --          742,144
OTHER ASSETS.................     10,116             39                 --                --           10,155
DEFERRED FINANCING COSTS.....     24,151             --                 --                --           24,151
GOODWILL -- Net..............     59,831             --                 --                --           59,831
INVESTMENT IN SUBSIDIARY.....     46,118             --                 --           (46,118)              --
                                --------         ------           --------          --------         --------
          TOTAL..............   $836,585         $9,717           $133,271          $(46,118)        $933,455
                                ========         ======           ========          ========         ========
CURRENT LIABILITIES:
  Accounts payable...........   $  6,686         $   16           $  1,621          $     --         $  8,323
  Accrued interest...........      6,806             --                250                --            7,056
  Accrued expenses and other
     liabilities.............     13,094            514              4,045                --           17,653
  Current maturities of long-
     term debt...............     28,000             --                 --                --           28,000
                                --------         ------           --------          --------         --------
     Total current
       liabilities...........     54,586            530              5,916                --           61,032
LONG-TERM DEBT...............    496,015             46             82,348                --          578,409
OTHER LONG-TERM
  OBLIGATIONS................      2,349          1,203                 --                --            3,552
DEFERRED INCOMES TAXES.......     (4,544)            --              6,827                --            2,283
                                --------         ------           --------          --------         --------
     Total liabilities.......    548,406          1,779             95,091                --          645,276
                                --------         ------           --------          --------         --------
COMMON STOCKHOLDERS'
  EQUITY.....................    288,179          7,938             38,180           (46,118)         288,179
                                --------         ------           --------          --------         --------
          Total..............   $836,585         $9,717           $133,271          $(46,118)        $933,455
                                ========         ======           ========          ========         ========
</TABLE>
 
                                      F-19
<PAGE>   114
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
                     CONSOLIDATING STATEMENT OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1996
 
<TABLE>
<CAPTION>
                                      THE        GUARANTOR                        ELIMINATION
                                    COMPANY     SUBSIDIARIES    NON-GUARANTORS      ENTRIES      CONSOLIDATED
                                    --------    ------------    --------------    -----------    ------------
<S>                                 <C>         <C>             <C>               <C>            <C>
REVENUES:
  Outdoor advertising.............  $172,797        $744           $ 21,492         $  (850)       $194,183
  Less: Lease agency
     commissions..................    24,322          27              2,787              --          27,136
                                    --------        ----           --------         -------        --------
     Total........................   148,475         717             18,705            (850)        167,047
  Lease, printing and other
     revenues.....................     1,778          --              4,291              --           6,069
                                    --------        ----           --------         -------        --------
     Net revenues.................   150,253         717             22,996            (850)        173,116
                                    --------        ----           --------         -------        --------
OPERATING EXPENSES:
  Direct advertising..............    74,015         278             14,150            (850)         87,593
  General and administrative......    11,768          71              1,619              --          13,458
  Depreciation and amortization...    19,894         138              2,352              --          22,384
                                    --------        ----           --------         -------        --------
     Total operating expenses.....   105,677         487             18,121            (850)        123,435
                                    --------        ----           --------         -------        --------
GAIN ON ATLANTA AND DENVER
  DISPOSITIONS....................     7,344          --                 --              --           7,344
                                    --------        ----           --------         -------        --------
OPERATING INCOME..................    51,920         230              4,875              --          57,025
INTEREST EXPENSE..................    31,240           2              1,247              --          32,489
                                    --------        ----           --------         -------        --------
INCOME BEFORE INCOME TAXES AND
  EXTRAORDINARY LOSS..............    20,680         228              3,628              --          24,536
INCOME TAXES......................     8,273          91              1,836              --          10,200
                                    --------        ----           --------         -------        --------
INCOME BEFORE EXTRAORDINARY
  LOSS............................    12,407         137              1,792              --          14,336
EXTRAORDINARY LOSS................   (17,780)         --                 --              --         (17,780)
                                    --------        ----           --------         -------        --------
(LOSS) INCOME BEFORE INCOME FROM
  SUBSIDIARY......................    (5,373)        137              1,792              --          (3,444)
INCOME FROM SUBSIDIARY............     1,929          --                 --          (1,929)             --
                                    --------        ----           --------         -------        --------
NET INCOME (LOSS).................    (3,444)        137              1,792          (1,929)         (3,444)
LESS STOCK DIVIDENDS, ACCRETIONS
  AND DISCOUNT ON REDEMPTIONS.....     3,461          --                 --              --           3,461
                                    --------        ----           --------         -------        --------
NET (LOSS) INCOME ATTRIBUTABLE TO
  COMMON STOCKHOLDERS.............  $ (6,905)       $137           $  1,792         $(1,929)       $ (6,905)
                                    ========        ====           ========         =======        ========
</TABLE>
 
18. UNAUDITED NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
BASIS OF PRESENTATION
 
     The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q of Regulation S-X.
Accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments and reclassifications considered
necessary for a fair and comparable presentation have been included and are of a
normal recurring nature. Operating results for the three months ended March 31,
1997, are not necessarily indicative of the results that may be expected for the
year ending December 31, 1997. Such
 
                                      F-20
<PAGE>   115
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
 
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Form 10-K filed
with the Securities and Exchange Commission on March 31, 1997.
 
PENDING ACQUISITIONS
 
     Van Wagner Acquisition -- On April 11, 1997, the Company entered into a
Stock Purchase Agreement to purchase the stock of Van Wagner Communications,
Inc. ("Van Wagner") for approximately $170 million in cash.
 
     3M Media Acquisition -- On April 30, 1997, the Company entered into an
Agreement of Purchase and Sale to acquire the outdoor advertising operations of
Minnesota Mining and Manufacturing Company ("3M") through the purchase of the
capital stock of National Advertising Company, a subsidiary of 3M ("3M Media")
for approximately $1.0 billion in cash.
 
     Each pending acquisition is subject to various conditions, including
clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
 
     The Company intends to finance the purchase price of the pending
acquisitions and the fees and expenses associated with the pending acquisitions
and the acquisition financing through (i) the proceeds from the offering of
20,250,000 shares of common stock (the "Common Stock Offering") to the public,
(ii) borrowings under the Company's senior credit facility which is expected to
be amended to provide for a revolving credit facility and term loans of up to
approximately $1.1 billion and (iii) proceeds of an offering of up to $500
million aggregate principal amount of senior subordinated notes.
 
     The Company received written commitments from Canadian Imperial Bank of
Commerce ("CIBC") to increase the amounts that may be borrowed under its senior
credit facility to up to $325 million of revolving credit loans and up to $715
million of term loans. In addition, the Company received written commitments
from CIBC for a preferred stock facility of up to $335 million and a senior
subordinated credit facility of up to $300 million. If the Common Stock Offering
or the Notes Offering is not consummated, the Company will use proceeds from the
preferred stock and senior subordinated credit facilities to finance a portion
of the purchase price of the pending acquisitions.
 
COMMON STOCK
 
     On May 29, 1997 the shareholders approved an increase in the authorized
number of shares of common stock to 200,000,000. On June 11, 1997 the Board of
Directors authorized a 3 for 2 stock split in the form of a stock dividend paid
on July 3, 1997 to holders of record on June 23, 1997. All share and per share
data in these financial statements have been adjusted to reflect the split.
 
                                      F-21
<PAGE>   116
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors of
Minnesota Mining and Manufacturing Company
 
     We have audited the accompanying balance sheets of National Advertising
Company (the Company) as of December 31, 1995 and 1996, and the related
statements of income and cash flows for each of the three years in the period
ended December 31, 1996. These financial statements have been prepared on the
basis described in Note 1 and are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
     We conducted our audits 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 National Advertising Company
as of December, 31, 1995 and 1996 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.
 
COOPERS & LYBRAND L.L.P.
 
Chicago, Illinois
March 21, 1997, except for Note 10,
as to which the date is May 1, 1997
 
                                      F-22
<PAGE>   117
 
                          NATIONAL ADVERTISING COMPANY
 
                                 BALANCE SHEETS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                            ---------------------      MARCH 31,
                                                              1995         1996          1997
                                                            --------     --------     -----------
                                                                                      (UNAUDITED)
<S>                                                         <C>          <C>          <C>
ASSETS
Current assets:
  Trade receivables, net of allowances of $1,500,
     $1,767 and $1,874....................................  $ 24,512     $ 21,896      $  19,578
  Inventories.............................................     3,508        4,047          3,876
  Prepaid land rents, current portion.....................    13,994       15,189         16,438
  Deferred income taxes...................................     5,492        5,702          5,702
  Other current assets....................................     1,237        1,411          1,177
                                                            --------     --------      ---------
          Total current assets............................    48,743       48,245         46,771
Property, plant and equipment, net of accumulated
  depreciation and amortization...........................   128,436      127,362        128,771
Prepaid land rents, non-current portion...................       907        1,885          1,754
Other assets..............................................       324          200            192
                                                            --------     --------      ---------
          Total assets....................................  $178,410     $177,692      $ 177,488
                                                            ========     ========      =========
LIABILITIES AND NET ASSETS
Current liabilities:
  Accounts payable........................................  $  2,856     $  1,684      $   1,067
  Accrued payroll and related expenses....................     6,191        6,149          6,146
  Deferred revenue........................................       736        1,053            919
  Accrued legal...........................................     2,756        3,331          1,731
  Accrued workers compensation............................     2,970        2,540          2,540
  Accrued property taxes..................................     1,817          966          1,072
  Other current liabilities...............................     6,163        6,478          5,969
                                                            --------     --------      ---------
          Total current liabilities.......................    23,489       22,201         19,444
Deferred income taxes.....................................     6,931        9,763          9,763
                                                            --------     --------      ---------
          Total liabilities...............................    30,420       31,964         29,207
Net assets................................................   147,990      145,728        148,281
                                                            --------     --------      ---------
          Total liabilities and net assets................  $178,410     $177,692      $ 177,488
                                                            ========     ========      =========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-23
<PAGE>   118
 
                          NATIONAL ADVERTISING COMPANY
 
                              STATEMENTS OF INCOME
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                          YEAR ENDED DECEMBER 31,                  MARCH 31,
                                    ------------------------------------     ---------------------
                                      1994         1995          1996          1996         1997
                                    --------     ---------     ---------     --------     --------
                                                                             (UNAUDITED)
<S>                                 <C>          <C>           <C>           <C>          <C>
Revenues..........................  $221,540     $ 232,162     $ 239,469     $ 55,662     $ 55,995
  Agency commissions..............   (24,592)      (26,744)      (28,159)      (6,401)      (6,490)
                                    --------     ---------     ---------     --------     --------
Net revenues......................   196,948       205,418       211,310       49,261       49,505
Operating expenses:
  Direct advertising..............   (97,673)     (102,485)     (104,510)     (26,114)     (24,364)
  Selling and marketing...........   (33,749)      (34,646)      (34,713)      (8,893)      (8,833)
  General and administrative......   (12,024)      (11,790)      (12,406)      (2,912)      (3,139)
  Depreciation and amortization...   (18,061)      (17,144)      (15,382)      (3,857)      (3,785)
  (Loss) gain on disposal of
     property and equipment.......      (343)          806           (21)         638          395
                                    --------     ---------     ---------     --------     --------
Operating income..................    35,098        40,159        44,278        8,123        9,779
Interest income, net..............     1,147         1,924         2,059          368          464
                                    --------     ---------     ---------     --------     --------
          Income before income
            taxes.................    36,245        42,083        46,337        8,491       10,243
Provision for income taxes........   (14,967)      (17,510)      (19,122)      (3,507)      (4,230)
                                    --------     ---------     ---------     --------     --------
Net income........................  $ 21,278     $  24,573     $  27,215     $  4,984     $  6,013
                                    ========     =========     =========     ========     ========
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-24
<PAGE>   119
 
                          NATIONAL ADVERTISING COMPANY
 
                            STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                                               THREE MONTHS ENDED
                                               YEAR ENDED DECEMBER 31,              MARCH 31,
                                            ------------------------------     -------------------
                                              1994       1995       1996        1996        1997
                                            --------   --------   --------     -------     -------
                                                                                   (UNAUDITED)
<S>                                         <C>        <C>        <C>          <C>         <C>
Cash flows from operating activities:
  Net income..............................  $ 21,278   $ 24,573   $ 27,215     $ 4,984     $ 6,013
  Adjustments to reconcile net income to
     net cash provided by operating
     activities:
     Depreciation and amortization........    18,061     17,144     15,382       3,857       3,785
     Loss (gain) on disposal of property
       and equipment......................       343       (806)        21        (638)       (395)
     Deferred income tax provision........     2,121        562      2,622
     Provision for doubtful accounts......       628        840        694         252         225
  Changes in operating assets and
     liabilities:
     Increase (decrease) in trade
       receivables........................    (3,685)    (2,566)     1,922       3,618       2,093
     Decrease (increase) in inventories...     1,274      5,125       (539)       (116)        171
     Increase in other assets.............      (394)    (1,612)    (2,347)     (1,204)       (884)
     (Decrease) increase in accounts
       payable............................      (190)       665     (1,172)     (1,323)       (617)
     Increase (decrease) in accrued
       payroll and related expenses.......       255      2,271        (42)         38          (3)
     Decrease in other liabilities........    (2,277)      (983)       (74)     (1,086)     (2,137)
                                            --------   --------   --------     -------     -------
          Net cash provided by operating
            activities....................    37,414     45,213     43,682       8,382       8,251
                                            --------   --------   --------     -------     -------
Cash flows from investing activities:
  Purchases of property and equipment.....   (26,142)   (24,963)   (17,497)     (4,490)     (5,787)
  Proceeds from sales of property and
     equipment............................     1,956      3,608      3,292       1,554         996
  Payment for non-compete agreement.......        --       (312)        --                      --
                                            --------   --------   --------     -------     -------
          Net cash used in investing
            activities....................   (24,186)   (21,667)   (14,205)     (2,936)     (4,791)
                                            --------   --------   --------     -------     -------
Cash flows from financing activities:
  Payments of dividends...................   (13,000)   (18,000)   (20,000)         --          --
  Net change in net assets................      (228)    (5,546)    (9,477)     (5,446)     (3,460)
                                            --------   --------   --------     -------     -------
          Net cash used in financing
            activities....................   (13,228)   (23,546)   (29,477)     (5,446)     (3,460)
                                            --------   --------   --------     -------     -------
Net change in cash........................  $     --   $     --   $     --     $    --     $    --
                                            ========   ========   ========     =======     =======
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                      F-25
<PAGE>   120
 
                          NATIONAL ADVERTISING COMPANY
 
                         NOTES TO FINANCIAL STATEMENTS
                                 (IN THOUSANDS)
 
1. BASIS OF PRESENTATION
 
     The accompanying financial statements include certain accounts of National
Advertising ("NADCO" or "the Company"), that are primarily dedicated to the
outdoor media and mall advertising businesses in the United States. The Company
is a wholly-owned subsidiary of Minnesota Mining and Manufacturing Company
("3M"). The accounts of the Company have been adjusted to exclude the effects
and results of the following: (1) the Travel Center Advertising business and (2)
the In-Store Media program utilizing 3M Floorminder's Graphics.
 
     The financial statements present the historical financial position, results
of operations and cash flows of the Company, on the basis described above. Other
than amounts related to the customary time lag in paying monthly charges, the
Company has excluded from the balance sheets assets and liabilities related to
its employees' participation in the 3M pension and other postretirement benefit
plans. Current federal and state income taxes payable have been recorded as a
component of net assets.
 
     NADCO owns and operates advertising display faces in outdoor and other
out-of-home media, selling the advertising space to national, regional and local
advertisers throughout the United States.
 
     The statement of income reflects an allocation of certain costs and
expenses from 3M based on services provided by 3M (see Notes 2, 6 and 8). The
accompanying financial statements may not necessarily be indicative of the
financial position, results of operations or cash flows of the Company in the
future or what the financial position, results of operations or cash flows would
have been had the Company been a separate, independent company during the
periods presented.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
REVENUE RECOGNITION
 
     NADCO's revenues are generated from contracts with advertisers generally
covering periods ranging from one to thirty-six months. NADCO recognizes
revenues ratably over the contract term and defers customer prepayments of
rental fees. Costs incurred for the production of outdoor advertising displays
are recognized in the initial month of the contract or as incurred during the
contract period.
 
PREPAID LAND RENT
 
     Most of NADCO's advertising structures are located on leased land. Land
rents are generally paid in advance for periods ranging from one to twelve
months. Prepaid rents are expensed ratably over the related rental term.
 
INVENTORIES
 
     Inventories consist principally of parts and materials for the construction
and replacement of outdoor and mall advertising signage. Inventories are stated
at the lower of cost of market, cost being determined using the first-in,
first-out (FIFO) method.
 
PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant, and equipment are stated at cost. Depreciation is recorded
using the straight-line method over estimated useful lives of the assets.
 
     Repairs and maintenance are charged to expense when incurred. Expenditures
for significant improvements are capitalized. Upon sale or retirement of
property, plant and equipment, the cost and accumulated
 
                                      F-26
<PAGE>   121
 
                          NATIONAL ADVERTISING COMPANY
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
depreciation are eliminated from the accounts, and the related gain or loss is
included in the statement of income.
 
IMPAIRMENT OF LONG-LIVED ASSETS
 
     Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of. The Company assesses the impairment
of its long-lived assets, including intangibles and property and equipment,
whenever economic events or changes in circumstances indicate that the carrying
amounts of the assets may not be recoverable. Long-lived assets are considered
to be impaired when the sum of the expected future operating cash flows,
undiscounted and without interest charges, is less than the carrying amounts of
the related assets. No adjustment was necessary as a result of the above
adoption.
 
PENSION AND POSTRETIREMENT PLANS
 
     NADCO employees participate in 3M pension and other postretirement plans.
The Company has accounted for its participation in the 3M plans as a
participation in multi-employer plans. Accordingly, the statement of income
includes an allocation from 3M for the costs associated with the NADCO employees
who participate in these plans that is comparable to the Company's required
contribution to the plans for the periods presented. Additionally, no assets and
liabilities have been reflected in the balance sheets related to the overall 3M
pension and other postretirement benefit plans since it is not practicable to
segregate the amounts applicable to the Company.
 
INCOME TAXES
 
     The Company is included in the consolidated income tax returns of 3M. The
Company has no tax-sharing agreement, formal or informal, with 3M. For purposes
of the accompanying financial statements, income taxes are determined on the
"separate return" method. The financial statements reflect the application of
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes, for all periods presented. Current federal and state income taxes payable
for the Company's operations are included in Net Assets as 3M pays all income
taxes and receives all income tax refunds on the Company's behalf.
 
     Deferred income taxes are recognized for the future tax consequences of
differences between the bases of assets and liabilities and their
financial-reporting amounts at each year-end based on enacted laws and statutory
tax rates applicable to the periods in which the differences are expected to
affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amounts expected to be realized. Income tax
expense is the payable for the period and the change during the period in
deferred tax assets and liabilities.
 
ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
 
                                      F-27
<PAGE>   122
 
                          NATIONAL ADVERTISING COMPANY
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
3. PROPERTY, PLANT AND EQUIPMENT
 
     Property, plant and equipment at December 31, 1995 and 1996 consists of the
following:
 
<TABLE>
<CAPTION>
                                                                     1995          1996
                                                                   ---------     ---------
    <S>                                                            <C>           <C>
    Signs, principally outdoor advertising structures............  $ 262,766     $ 272,219
    Land.........................................................      3,624         3,578
    Buildings and leasehold improvements.........................      6,289         6,261
    Machinery and equipment......................................      1,261         1,138
    Mobile equipment.............................................      5,951         5,457
    Furniture and fixtures.......................................      8,711         9,762
    Construction in progress.....................................      4,954         2,313
                                                                   ---------     ---------
                                                                     293,556       300,728
    Accumulated depreciation and amortization....................   (165,120)     (173,366)
                                                                   ---------     ---------
    Property, plant and equipment, net...........................  $ 128,436     $ 127,362
                                                                   =========     =========
</TABLE>
 
4. NET ASSETS
 
     Net assets is comprised of the following components at December 31, 1995
and 1996:
 
<TABLE>
<CAPTION>
                                                                         1995       1996
                                                                       --------   --------
    <S>                                                                <C>        <C>
    Capital..........................................................  $  4,000   $  4,000
    Retained earnings................................................   163,671    170,886
    Intercompany accounts with affiliates............................   (19,681)   (29,158)
                                                                       --------   --------
                                                                       $147,990   $145,728
                                                                       ========   ========
</TABLE>
 
     The authorized capital stock of the Company consists of 50,000 shares of no
par common stock, of which 40,000 shares are issued and outstanding.
 
     As discussed in Notes 1 and 2, the intercompany accounts with affiliates
include net charges from 3M and other affiliates for various services and cost
allocations. In addition, the intercompany accounts with affiliates include
liabilities relating to current federal and state income taxes, and state sales
and use taxes.
 
5. OPERATING LEASES
 
     Rental expense for operating leases totaled $35,441, $36,775, and $38,754
including contingent rental payments of $2,136, $2,802, and $3,251 for the years
ended December 31, 1994, 1995 and 1996, respectively. Contingent payments are
primarily based on related signage revenues. Land leases are generally entered
into for terms of 10 years or less.
 
     Minimum future lease commitments at December 31, 1996 for the next five
years are as follows:
 
<TABLE>
<CAPTION>
                                                                OTHER      LAND
                                                                LEASES    LEASES      TOTAL
                                                                ------   --------   ---------
    <S>                                                         <C>      <C>        <C>
    1997......................................................   $ 95    $ 33,680     $33,775
    1998......................................................     29      33,733      33,762
    1999......................................................     19      33,819      33,838
    2000......................................................      5      33,846      33,851
    2001......................................................             33,860      33,860
                                                                 ----    --------    --------
    Total minimum lease payments..............................   $148    $168,938    $169,086
                                                                 ====    ========    ========
</TABLE>
 
                                      F-28
<PAGE>   123
 
                          NATIONAL ADVERTISING COMPANY
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
     The total minimum lease payments for land leases assumes that the company
will continue to renew, at current lease rates, its existing leases which may
expire during the five years presented.
 
6. EMPLOYEE BENEFITS
 
PENSION PLANS
 
     Substantially all of the Company's employees participate in defined benefit
pension plans sponsored by 3M. 3M's pension benefits are based principally on an
employee's years of service and compensation near retirement. 3M has allocated
pension expense to the Company of approximately $1,793 $1,711 and $1,861, in
1994, 1995 and 1996, respectively.
 
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
 
     Under various 3M plans, the Company provides health care and life insurance
benefits to substantially all employees who reach retirement age while employed
by 3M, their covered dependents and beneficiaries. 3M has allocated to the
Company postretirement benefit expense of approximately $711, $768, and $949 for
the years ended December 31, 1994, 1995 and 1996, respectively.
 
DEFINED CONTRIBUTION PLANS
 
     Employees of the Company also participate in a 3M sponsored Employee
Savings Plan under section 401(k) of the Internal Revenue Code. Under this plan,
3M matches employee contributions of up to 6 percent of compensation at rates
ranging from 10 to 85 percent depending upon 3M financial performance. 3M's
matching contributions to the employee savings plan are funded through an
employee stock ownership plan. The Company's allocation of the expense related
to the Employee Savings Plan was $425, $430, and $478 in 1994, 1995, and 1996,
respectively.
 
7. INCOME TAXES
 
     The provision for income taxes for the years ended December 31, 1994, 1995
and 1996 is comprised of the following amounts:
 
<TABLE>
<CAPTION>
                                                             1994        1995        1996
                                                            -------     -------     -------
    <S>                                                     <C>         <C>         <C>
    Provision for income taxes:
      Federal:
         Current..........................................  $10,294     $13,582     $13,225
         Deferred.........................................    1,699         450       2,100
                                                            -------     -------     -------
                                                             11,993      14,032      15,325
      State and local:
         Current..........................................    2,552       3,366       3,275
         Deferred.........................................      422         112         522
                                                            -------     -------     -------
                                                              2,974       3,478       3,797
                                                            -------     -------     -------
    Total provision for income taxes......................  $14,967     $17,510     $19,122
                                                            =======     =======     =======
</TABLE>
 
     The effective tax rate differs from the U.S. federal statutory rate
principally due to state income taxes and certain non-deductible expenses.
 
                                      F-29
<PAGE>   124
 
                          NATIONAL ADVERTISING COMPANY
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
     The tax effects of temporary differences which gave rise to deferred income
tax assets and liabilities consisted of the following:
 
<TABLE>
<CAPTION>
                                                               1994        1995       1996
                                                              -------     ------     ------
    <S>                                                       <C>         <C>        <C>
    Deferred income tax assets:
      Accrued vacation......................................  $   945     $1,017     $1,017
      Lease acquisition costs...............................      677        868      1,153
      Allowance for doubtful accounts.......................      570        603        711
      Accrued legal.........................................    1,108      1,108      1,339
      Accrued workers compensation..........................    1,194      1,194      1,021
      Other accrued liabilities.............................    1,510      1,570      1,614
                                                              -------     ------     ------
              Total deferred income tax assets..............    6,004      6,360      6,855
                                                              -------     ------     ------
    Deferred income tax liabilities:
      Property, plant & equipment...........................    6,734      7,656     10,773
      Other.................................................      147        143        143
                                                              -------     ------     ------
              Total deferred income tax liabilities.........    6,881      7,799     10,916
                                                              -------     ------     ------
    Net deferred income tax liabilities.....................  $   877     $1,439     $4,061
                                                              =======     ======     ======
</TABLE>
 
     The deferred income tax assets and liabilities have been classified in the
balance sheet as follows:
 
<TABLE>
<CAPTION>
                                                               1994        1995       1996
                                                              -------     ------     ------
    <S>                                                       <C>         <C>        <C>
    Net deferred income tax assets -- current...............  $ 5,327     $5,492     $5,702
    Net deferred income tax liabilities -- non-current......    6,204      6,931      9,763
                                                              -------     ------     ------
    Net deferred income tax liabilities.....................  $   877     $1,439     $4,061
                                                              =======     ======     ======
</TABLE>
 
8. TRANSACTIONS WITH RELATED PARTIES
 
     3M provides the Company with various services, including certain corporate
accounting, finance and administration, facility management, human resource and
legal. The cost allocations to the Company for such services were approximately
$9,305, $9,058, and $9,183 for the years ended December 31, 1994, 1995 and 1996,
respectively. The amounts allocated are based on historical or actual usage of
services relative to the usage of the other participating affiliated businesses.
 
     Additionally, 3M allocates charges to the Company for its share of the
annual self-insurance expense, consisting of workers' compensation, auto and
general liability claims. This expense allocation is based upon the ratio of
NADCO claims and loss development to the total amount of 3M claims and loss
development. The self-insurance expense allocated to the Company was $5,284,
$6,240, and $6,432 for the years ended December 31, 1994, 1995 and 1996,
respectively.
 
     The Company also rents its corporate headquarters and is charged for the
use of other 3M facilities. The expense allocated to the Company was $4,537,
$4,281 and $5,227 for the years ended December 31, 1994, 1995 and 1996,
respectively.
 
     Personnel of the Company use certain automobiles owned by 3M. The Company
recognized $956, $930 and $993 in rental expense for 1994, 1995 and 1996,
respectively, related to the use of these assets.
 
     The Company invests its excess cash with 3M in a participation investment
account. Interest income earned was $1,249, $1,962 and $2,073 for the years
ended December 31, 1994, 1995 and 1996.
 
                                      F-30
<PAGE>   125
 
                          NATIONAL ADVERTISING COMPANY
 
                  NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
 
9. LITIGATION AND CLAIMS
 
     The Company is a defendant in a 1995 Florida federal court suit, filed by
two former NADCO sales representatives who formed a company to compete with
NADCO. This suit seeks approximately $36 million in damages for lost profits and
punitive damages, allegedly arising out of violations of antitrust laws,
intentional tortious interference with business opportunities and defamation of
business reputation. Trial of this matter is scheduled to begin in April 1997.
The plaintiffs have made settlement demands for amounts significantly less than
the amount sought in the suit. Management believes it has adequate defenses,
however, if liability is found, management is not able, at this time, to
estimate the amount or range of potential loss.
 
     In addition to the above matter, various legal actions and claims are
pending or may be instituted or asserted against the Company in the future,
including those arising out of alleged personal injury, discrimination and
antitrust violations, condemnation matters, permit appeals, property owner
disputes, amortization issues, permit violation questions, lease disputes,
foreclosures and property tax issues. Liabilities have been recorded for these
matters to the extent that it is probable that the Company will be found liable
and the minimum amount of liability is determinable.
 
     Management believes that the ultimate outcome of all pending litigation,
after considering recorded liabilities, would not have a material adverse effect
on the Company's financial position or results of operations.
 
10. PENDING SALE OF THE COMPANY
 
     On April 30, 1997, 3M agreed to sell all of the outstanding common stock of
the Company to Outdoor Systems, Inc. for approximately $1.0 billion cash.
 
11. UNAUDITED NOTE TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
BASIS OF PRESENTATION
 
     The accompanying unaudited interim financial statements have been prepared
in accordance with generally accepted accounting principles applicable to
interim financial statements. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments and
reclassifications considered necessary for a fair and comparable presentation
have been included and are of a normal recurring nature. Operating results for
the three months ended March 31, 1997, are not necessarily indicative of the
results that may be expected for the year ending December 31, 1997.
 
                                      F-31
<PAGE>   126
 
        ===============================================================
 
    NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE 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
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THOSE TO WHICH IT
RELATES, NOR DOES IT 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 ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
 
                               ------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                PAGE
                                                ----
<S>                                             <C>
Prospectus Summary............................    1
Risk Factors..................................   15
Use of Proceeds...............................   22
Capitalization................................   22
Unaudited Consolidated Pro Forma Financial
  Information.................................   23
Selected Consolidated Financial and Other
  Data........................................   32
Management's Discussion and Analysis of
  Results of Operations and Financial
  Condition...................................   34
The Exchange Offer............................   36
Business......................................   44
Management....................................   52
Principal Stockholders........................   55
Description of Capital Stock..................   57
Description of the 1996 Notes.................   57
Description of Senior Credit Facility.........   58
Description of the Notes......................   60
Certain Federal Income Tax Considerations.....   85
Plan of Distribution..........................   88
Legal Matters.................................   89
Experts.......................................   89
Available Information.........................   89
Incorporation of Certain Documents by
  Reference...................................   90
Index to Consolidated Financial Statements....  F-1
</TABLE>
 
        ===============================================================
 
        ===============================================================
 
                             [OUTDOOR SYSTEMS LOGO]
 
                             OFFER TO EXCHANGE ITS
                   8 7/8% SENIOR SUBORDINATED NOTES DUE 2007
                      WHICH HAVE BEEN REGISTERED UNDER THE
                            SECURITIES ACT OF 1933,
                          AS AMENDED, FOR ANY AND ALL
                        OF ITS OUTSTANDING 8 7/8% SENIOR
                          SUBORDINATED NOTES DUE 2007
                                            , 1997
        ===============================================================
<PAGE>   127
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law (the "Delaware Law"),
Article VII of the Registrant's Fourth Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation"), and Article VI of the
Company's Amended and Restated Bylaws provide for indemnification of the
Registrant's directors and officers to the maximum extent provided by Delaware
law, which may include liabilities under the Securities Act.
 
     As permitted by Section 102(b) of the Delaware Law, the Certificate of
Incorporation provides that directors of the Company shall have no personal
liability to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of a director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of law,
(iii) under Section 174 of the Delaware Law, or (iv) for any transaction from
which a director derived an improper personal benefit.
 
     The Company does not maintain directors' and officers' liability insurance.
 
ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) Exhibits.
 
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                          DESCRIPTION
------       ----------------------------------------------------------------------------------
<C>     <C>  <S>
  3.1    --  Fourth Amended and Restated Certificate of Incorporation (filed as Exhibit 99.2 to
             the Registrant's Current Report on Form 8-K filed on June 4, 1997 (File No.
             0-28256) and incorporated by reference).
  3.2    --  Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registrant's Amendment
             No. 2 to Form S-1 Registration Statement No. 333-1582 and incorporated herein by
             reference).
  4.1    --  Indenture dated October 15, 1996, by and among the Registrant, its United States
             subsidiaries and The Bank of New York, as trustee, relating to the 9 3/8% Senior
             Subordinated Notes due 2006 (filed as Exhibit 99.1 to the Registrant's Current
             Report on Form 8-K dated October 9, 1996 (File No. 0-28256) and incorporated
             herein by reference).
  4.2    --  Indenture dated as of June 23, 1997 among the Registrant, its United States
             subsidiaries and The Bank of New York, as trustee, relating to the 8 7/8% Senior
             Subordinated Notes due 2007.*
  4.3    --  Form of Note (included in Exhibit 4.2).
  5.1    --  Opinion of Powell, Goldstein, Frazer & Murphy LLP.
 23.1    --  Consent and Report on Schedule of Deloitte & Touche LLP.
 23.2    --  Consent of Coopers & Lybrand L.L.P.
 23.3    --  Consent of Powell, Goldstein, Frazer & Murphy LLP (included in Exhibit 5.1).
 24.1    --  Powers of Attorney.*
 25.1    --  Statement of Eligibility of Trustee on Form T-1.
 27      --  Financial Data Schedule.
 99.1    --  Purchase Agreement dated June 17, 1997 among the Registrant, its United States
             subsidiaries, CIBC Wood Gundy Securities Corp., Alex. Brown & Sons Incorporated
             and Donaldson, Lufkin & Jenrette Securities Corporation.*
 99.2    --  Registration Rights Agreement dated as of June 17, 1997 among the Registrant, the
             Guarantors named therein, CIBC Wood Gundy Securities Corp., Alex. Brown & Sons
             Incorporated and Donaldson Lufkin & Jenrette Securities Corporation.*
</TABLE>
    
 
                                      II-1
<PAGE>   128
 
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                          DESCRIPTION
------       ----------------------------------------------------------------------------------
<C>     <C>  <S>
 99.3    --  Form of Letter of Transmittal.
 99.4    --  Form of Notice of Guaranteed Delivery.
 99.5    --  Letter from Company concerning reliance on Exxon Capital Holdings Corporation
             (available April 13, 1989).
</TABLE>
    
 
---------------
   
* Previously filed.
    
 
     (b) Financial Statement Schedules.
 
        Schedule II -- Valuation and Qualifying Accounts.
 
ITEM 22.  UNDERTAKINGS.
 
     The undersigned Registrants hereby undertake:
 
          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;
 
             Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
        if the information required to be included in a post-effective amendment
        by those paragraphs is contained in periodic reports filed by the
        Registrants pursuant to Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934 that are incorporated by reference in the
        registration statement.
 
          (b) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (c) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     The undersigned Registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrants' annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
 
     The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
 
     The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provisions, or otherwise,
 
                                      II-2
<PAGE>   129
 
the Registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrants of expenses incurred or paid by a director, officer or controlling
person of any of the Registrants in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrants will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction to the questions whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
 
                                      II-3
<PAGE>   130
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          OUTDOOR SYSTEMS, INC.
 
   
                                          By:     /s/ BILL M. BEVERAGE
    
 
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                        DATE
----------------------------------------    ----------------------------------    --------------
<C>                                         <S>                                   <C>
                   *                        President (Principal Executive         July 23, 1997
----------------------------------------    Officer) and Director
            Arthur R. Moreno
 
                   *                        Chairman of the Board and Director     July 23, 1997
----------------------------------------
           William S. Levine
 
          /s/ BILL M. BEVERAGE              Secretary, Treasurer and Chief         July 23, 1997
----------------------------------------    Financial Officer (Principal
            Bill M. Beverage                Accounting and Financial Officer)
 
                   *                        Director                               July 23, 1997
----------------------------------------
           Brian J. O'Connor
 
                   *                        Director                               July 23, 1997
----------------------------------------
         Stephen F. Butterfield
 
       *By: /s/ BILL M. BEVERAGE
  ------------------------------------
            Bill M. Beverage
            Attorney-in-Fact
</TABLE>
    
 
                                      II-4
<PAGE>   131
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          OUTDOOR SYSTEMS PAINTING, INC.
 
   
                                          By:     /s/ BILL M. BEVERAGE
    
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
              SIGNATURE                                 TITLE                         DATE
-------------------------------------    ------------------------------------    --------------
 
<C>                                      <S>                                     <C>
                  *                      President (Principal Executive           July 23, 1997
-------------------------------------    Officer) and Director
          Arthur R. Moreno
 
                  *                      Chairman of the Board and Director       July 23, 1997
-------------------------------------
          William S. Levine
 
        /s/ BILL M. BEVERAGE             Secretary, Treasurer and Chief           July 23, 1997
-------------------------------------    Financial Officer (Principal
          Bill M. Beverage               Accounting and Financial Officer)
 
      *By: /s/ BILL M. BEVERAGE
-------------------------------------
          Bill M. Beverage
          Attorney-in-Fact
</TABLE>
    
 
                                      II-5
<PAGE>   132
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          OS ADVERTISING OF TEXAS PAINTING, INC.
 
   
                                          By:     /s/ BILL M. BEVERAGE
    
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                        DATE
----------------------------------------    ----------------------------------    --------------
 
<C>                                         <S>                                   <C>
                   *                        President (Principal Executive         July 23, 1997
----------------------------------------    Officer) and Director
            Arthur R. Moreno
 
                   *                        Chairman of the Board and Director     July 23, 1997
----------------------------------------
           William S. Levine
 
          /s/ BILL M. BEVERAGE              Secretary, Treasurer and Chief         July 23, 1997
----------------------------------------    Financial Officer (Principal
            Bill M. Beverage                Accounting and Financial Officer)
 
       *By: /s/ BILL M. BEVERAGE
----------------------------------------
            Bill M. Beverage
            Attorney-in-Fact
</TABLE>
    
 
                                      II-6
<PAGE>   133
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          OS BASELINE, INC.
 
   
                                          By:     /s/ BILL M. BEVERAGE
    
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                        DATE
----------------------------------------    ----------------------------------    --------------
 
<C>                                         <S>                                   <C>
                   *                        President (Principal Executive         July 23, 1997
----------------------------------------    Officer) and Director
            Arthur R. Moreno
 
                   *                        Chairman of the Board and Director     July 23, 1997
----------------------------------------
           William S. Levine
 
          /s/ BILL M. BEVERAGE              Secretary, Treasurer and Chief         July 23, 1997
----------------------------------------    Financial Officer (Principal
            Bill M. Beverage                Accounting and Financial Officer)
 
       *By: /s/ BILL M. BEVERAGE
----------------------------------------
            Bill M. Beverage
            Attorney-in-Fact
</TABLE>
    
 
                                      II-7
<PAGE>   134
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          DECADE COMMUNICATIONS GROUP, INC.
 
   
                                          By:     /s/ BILL M. BEVERAGE
    
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                        DATE
----------------------------------------    ----------------------------------    --------------
<C>                                         <S>                                   <C>
                   *                        President (Principal Executive         July 23, 1997
----------------------------------------    Officer) and Director
            Arthur R. Moreno
 
                   *                        Chairman of the Board and Director     July 23, 1997
----------------------------------------
           William S. Levine
          /s/ BILL M. BEVERAGE              Secretary, Treasurer and Chief         July 23, 1997
----------------------------------------    Financial Officer (Principal
            Bill M. Beverage                Accounting and Financial Officer)
 
       *By: /s/ BILL M. BEVERAGE
----------------------------------------
            Bill M. Beverage
            Attorney-in-Fact
</TABLE>
    
 
                                      II-8
<PAGE>   135
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          BENCH ADVERTISING COMPANY OF
                                          COLORADO, INC.
 
   
                                          By:     /s/ BILL M. BEVERAGE
    
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                        DATE
----------------------------------------    ----------------------------------    --------------
 
<C>                                         <S>                                   <C>
                   *                        President (Principal Executive         July 23, 1997
----------------------------------------    Officer) and Director
            Arthur R. Moreno
 
                   *                        Chairman of the Board and Director     July 23, 1997
----------------------------------------
           William S. Levine
 
          /s/ BILL M. BEVERAGE              Secretary, Treasurer and Chief         July 23, 1997
----------------------------------------    Financial Officer (Principal
            Bill M. Beverage                Accounting and Financial Officer)
 
       *By: /s/ BILL M. BEVERAGE
----------------------------------------
            Bill M. Beverage
            Attorney-in-Fact
</TABLE>
    
 
                                      II-9
<PAGE>   136
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          NEW YORK SUBWAYS
                                          ADVERTISING CO., INC.
 
   
                                          By:     /s/ BILL M. BEVERAGE
    
 
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                        DATE
----------------------------------------    ----------------------------------    --------------
 
<C>                                         <S>                                   <C>
                   *                        President (Principal Executive         July 23, 1997
----------------------------------------    Officer) and Director
            Arthur R. Moreno
 
                   *                        Chairman of the Board and Director     July 23, 1997
----------------------------------------
           William S. Levine
 
          /s/ BILL M. BEVERAGE              Secretary, Treasurer and Chief         July 23, 1997
----------------------------------------    Financial Officer (Principal
            Bill M. Beverage                Accounting and Financial Officer)
 
       *By: /s/ BILL M. BEVERAGE
----------------------------------------
            Bill M. Beverage
            Attorney-in-Fact
</TABLE>
    
 
                                      II-10
<PAGE>   137
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          OS BUS, INC.
 
   
                                          By:     /s/ BILL M. BEVERAGE
    
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                       DATE
----------------------------------------    ---------------------------------    ---------------
 
<C>                                         <S>                                  <C>
                   *                        President (Principal Executive         July 23, 1997
----------------------------------------    Officer) and Director
            Arthur R. Moreno
 
                   *                        Chairman of the Board and              July 23, 1997
----------------------------------------    Director
           William S. Levine
 
          /s/ BILL M. BEVERAGE              Secretary, Treasurer and Chief         July 23, 1997
----------------------------------------    Financial Officer (Principal
            Bill M. Beverage                Accounting and Financial Officer)
 
       *By: /s/ BILL M. BEVERAGE
----------------------------------------
            Bill M. Beverage
            Attorney-in-Fact
</TABLE>
    
 
                                      II-11
<PAGE>   138
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Phoenix, State of Arizona, on the 23rd day of July, 1997.
    
 
                                          OUTDOOR SYSTEMS (NEW YORK), INC.
 
   
                                          By: /s/   BILL M. BEVERAGE
    
                                            ------------------------------------
   
                                                      Bill M. Beverage
    
   
                                                  Chief Financial Officer
    
 
   
     Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
    
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                        DATE
----------------------------------------    ----------------------------------    --------------
<C>                                         <S>                                   <C>
                   *                        President (Principal Executive         July 23, 1997
----------------------------------------    Officer) and Director
            Arthur R. Moreno
 
                   *                        Chairman of the Board and Director     July 23, 1997
----------------------------------------
           William S. Levine
 
          /s/ BILL M. BEVERAGE              Secretary, Treasurer and Chief         July 23, 1997
----------------------------------------    Financial Officer (Principal
            Bill M. Beverage                Accounting and Financial Officer)
 
       *By: /s/ BILL M. BEVERAGE
----------------------------------------
            Bill M. Beverage
            Attorney-in-Fact
</TABLE>
    
 
                                      II-12
<PAGE>   139
 
                     OUTDOOR SYSTEMS, INC. AND SUBSIDIARIES
 
                SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
                        DECEMBER 31, 1994, 1995 AND 1996
                             (DOLLARS IN THOUSANDS)
 
<TABLE>
<CAPTION>
                                                              ADDITIONS
                                                        ---------------------
                                         BALANCE AT     CHARGED TO                                BALANCE
                                         BEGINNING      COSTS AND                                 AT END
              DESCRIPTION                OF PERIOD       EXPENSES      OTHER      DEDUCTIONS     OF PERIOD
---------------------------------------  ----------     ----------     ------     ----------     ---------
<S>                                      <C>            <C>            <C>        <C>            <C>
1994
  Allowance for Doubtful Accounts......    $  739         $  792       $   --        $515(1)      $ 1,016
                                           ======         ======       ======        ====          ======
1995
  Allowance for Doubtful Accounts......    $1,016         $  761       $   --        $767(1)      $ 1,010
                                           ======         ======       ======        ====          ======
1996
  Allowance for Doubtful Accounts......    $1,010         $2,492       $2,726(2)     $830(1)      $ 5,398
                                           ======         ======       ======        ====          ======
March 31, 1997
  Allowance for Doubtful Accounts......    $5,398         $1,191       $   --        $649         $ 5,940
                                           ======         ======       ======        ====          ======
</TABLE>
 
---------------
(1)  Represents accounts receivable write-offs.
 
(2)  Amount represents reserve at date of acquisition related to accounts
     receivable in the working capital of companies acquired.
<PAGE>   140
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                        DESCRIPTION
------       -----------------------------------------------------------------------------
<C>     <C>  <S>                                                                            <C>
  3.1    --  Fourth Amended and Restated Certificate of Incorporation (filed as Exhibit
             99.2 to the Registrant's Current Report on Form 8-K filed on June 4, 1997
             (File No. 0-28256) and incorporated by reference).
  3.2    --  Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registrant's
             Amendment No. 2 to Form S-1 Registration Statement No. 333-1582 and
             incorporated herein by reference).
  4.1    --  Indenture dated October 15, 1996, by and among the Registrant, its United
             States subsidiaries and The Bank of New York, as trustee, relating to the
             9 3/8% Senior Subordinated Notes due 2006 (filed as Exhibit 99.1 to the
             Registrant's Current Report on Form 8-K dated October 9, 1996 (File No.
             0-28256) and incorporated herein by reference).
  4.2    --  Indenture dated as of June 23, 1997 among the Registrant, its United States
             subsidiaries and The Bank of New York, as trustee, relating to the 8 7/8%
             Senior Subordinated Notes due 2007.*
  4.3    --  Form of Note (included in Exhibit 4.2).
  5.1    --  Opinion of Powell, Goldstein, Frazer & Murphy LLP.
 23.1    --  Consent and Report on Schedule of Deloitte & Touche LLP.
 23.2    --  Consent of Coopers & Lybrand L.L.P.
 23.3    --  Consent of Powell, Goldstein, Frazer & Murphy LLP (included in Exhibit 5.1).
 24.1    --  Powers of Attorney.*
 25.1    --  Statement of Eligibility of Trustee on Form T-1.
 27      --  Financial Data Schedule.
 99.1    --  Purchase Agreement dated June 17, 1997 among the Registrant, its United
             States subsidiaries, CIBC Wood Gundy Securities Corp., Alex. Brown & Sons
             Incorporated and Donaldson, Lufkin & Jenrette Securities Corporation.*
 99.2    --  Registration Rights Agreement dated as of June 17, 1997 among the Registrant,
             the Guarantors named therein, CIBC Wood Gundy Securities Corp., Alex. Brown &
             Sons Incorporated and Donaldson Lufkin & Jenrette Securities Corporation.*
 99.3    --  Form of Letter of Transmittal.
 99.4    --  Form of Notice of Guaranteed Delivery.
 99.5    --  Letter from Company concerning reliance on Exxon Capital Holdings Corporation
             (available April 13, 1989).
</TABLE>
    
 
---------------
   
* Previously filed.