<PAGE>

ANNUAL REPORT

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2000

                         Commission File No. 333-82145

                        AOA HOLDING LLC AND SUBSIDIARIES
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Minnesota                                            36-4298658
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S.Employer
 incorporation or organization)                            Identification No.)



1380 West Paces Ferry Road, N.W., Suite 170, South Wing,  Atlanta, GA   30327
--------------------------------------------------------------------------------
        (Address of principal executive offices)                      (Zip Code)


Registrants' telephone number, including area code   (404) 233-1366
                                                     --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  YES  X    NO
                                        ---       ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.  (Applicable only to Adams
Outdoor Advertising, Inc.)

Class               Outstanding as of  April 2, 2001
-----               --------------------------------
Common Stock,
$.001 par value     10,000
<PAGE>

                                    CONTENTS
                                    --------


                                     PART I

         The Limited Liability Corporation
           Organization..............................................   1
           Offering..................................................   1

ITEM 1.  Business
           General....................................................  2
           History....................................................  2
           Industry Overview..........................................  2
           Business Strategy..........................................  3
           Markets....................................................  4
           Sales and Marketing........................................  6
           Local Market Operations....................................  7
           Competition................................................  8
           Government Regulation......................................  8
           Employees..................................................  9

ITEM 2.  Facilities...................................................  9
ITEM 3.  Legal Proceedings............................................  9
ITEM 4.  Submission of Matters to a Vote of Security Holders.......... 10

                                    PART II

ITEM 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters.......................................... 10
ITEM 6.  Selected Financial Data...................................... 10
ITEM 7.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations
           General.................................................... 12
           Acquisitions............................................... 14
           Results of Operations...................................... 14
           Liquidity and Capital Resources............................ 16
           Impact of Inflation........................................ 17
           Seasonality................................................ 17
           Forward Looking Statements................................. 17
ITEM 7a. Quantitative and Qualitative Disclosures about
          Market Risk................................................. 17
ITEM 8.  Financial Statements and Supplementary Data.................. 18
ITEM 9.  Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure......................... 18

                                    PART III

ITEM 10. Management
           Executive Officers and Directors........................... 18
           Other Significant Management Personnel..................... 19
ITEM 11. Executive Compensation....................................... 21
ITEM 12. Security Ownership of Certain Beneficial Owners
          and Management.............................................. 23
ITEM 13. Certain Relationships and Related Transactions............... 23

                                    PART IV

ITEM 14. Exhibits, Financial Statements, Schedules
          and Reports on Form 8-K..................................... 24


                                       i

<PAGE>

The Limited Liability Corporation

Organization

AOA Holding LLC ("AOA Holding" or the "Company") was incorporated on May 4,
1999, as a Minnesota limited liability company.  AOA Holding was formed to
acquire the direct individual interests of Stephen Adams in Adams Outdoor
Advertising Limited Partnership ("Adams Partnership" or the "Partnership") and
Adams Outdoor Advertising Inc. ("Adams Inc.") and to serve as a co-issuer of the
10 3/8% Senior Notes due 2006 (the "Parent Senior Notes") (Note 2). AOA
Holding's assets consist of 100% of the outstanding capital stock of Adams Inc.,
a 0.70% general partnership interest and a 68.3% limited partnership interest in
Adams Partnership.  Mr. Adams is the sole member of AOA Holding and all
operations are conducted through Adams Partnership.

AOA Capital Corp. ("AOA Capital"), a wholly-owned subsidiary of AOA Holding, was
incorporated on May 4, 1999 for the sole purpose of serving as co-issuer of the
Parent Senior Notes.


Offering

In May 1999, following the Company's organization, AOA Holding and its 100%
owned subsidiary, AOA Capital issued $50 million of Parent Senior Notes.  The
net proceeds from the offering were used by AOA Holding (i) to make a $32.5
million distribution to its sole member, (ii) to repay $13.25 million of
indebtedness of Adams Partnership, and (iii) to make a $2.5 million allocation
to the Adams Partnership minority limited partners.

The Parent Senior Notes are unsecured obligations of AOA Holding and its 100%
owned subsidiary, AOA Capital.  The Parent Senior Notes mature on June 1, 2006
and bear interest at 10 3/8%. Interest is payable semi-annually in arrears on
March 15 and September 15, commencing September 15, 1999.

The Parent Senior Notes are redeemable at the option of the Company, in whole or
in part after June 1, 2003 at the following redemption prices (expressed as
percentage of principal amount), together, in each case, with accrued and unpaid
interest to the redemption date; 105.188% in 2003, 102.594% in 2004 and 100.00%
in 2005 and thereafter.  The Company may also redeem the Parent Senior Notes in
whole but not in part at any time during the nine-month period beginning on
April 15, 2001 at 100% of the aggregate principal plus accrued and unpaid
interest in the event of a concurrent redemption by Adams Partnership of its
outstanding notes.

The Indenture contains, among other things, covenants restricting the ability of
the Company to incur additional indebtedness, make certain distributions, make
certain investments, change the status of company subsidiaries, create liens,
enter into transactions with affiliates, dispose of assets, enter into sale-
leaseback transactions, make payments for consents, and enter into additional
lines of business.

In connection with the reorganization, the Adams Partnership agreement was
amended to provide that the limited partnership interest of AOA Holding become a
"priority" interest whereby all limited partner distributions (other than
permitted tax distributions) will be made only to AOA Holding until the notes
are paid in full.  In recognition of the change in the partnership agreement,
the Company paid to the minority limited partners approximately $2.5 million,
which has been reflected as other expense in the accompanying consolidated
statements of operations.

                                       1
<PAGE>

Item 1

BUSINESS

General

  The Partnership is the sixth largest owner and operator of outdoor advertising
structures in the United States. Adams Outdoor Advertising, Inc. is the managing
general partner of the Partnership.  The Partnership provides outdoor
advertising services to fourteen markets and surrounding areas in the Midwest,
Southeast and mid-Atlantic states: Charlotte, NC; Charleston, SC; Orangeburg,
SC; Florence, SC; Laurens, SC; Kalamazoo, MI; Lansing, MI; Jackson, MI; Lehigh
Valley, PA; Northeast PA; Madison, WI; Minneapolis, MN; Norfolk, VA; and Peoria,
IL. As of December 31, 2000, the Partnership operated, in the aggregate, 9,969
advertising displays, including 2,867 painted bulletins, 6,900 30-sheet posters,
and 202 junior (8-sheet) posters.


History

  The Company's business was founded in 1983 with the acquisition of Central
Outdoor Advertising, which had offices in Lansing, Jackson and Kalamazoo, MI.
Over the next five years, the Company pursued a strategy of geographic expansion
into additional medium-sized markets, primarily through the acquisition of
existing outdoor advertising businesses in selected Midwest, Southeast and mid-
Atlantic markets. This geographic expansion strategy has enabled the Company to
capitalize on the efficiencies, economies of scale and marketing opportunities
associated with operating outdoor advertising businesses located in proximate or
contiguous geographic markets to its primary markets. Since 1988, the Company's
sales and growth in Operating Cash Flow (operating income plus depreciation,
amortization and deferred compensation expense) have resulted from a
concentration on rate and occupancy levels of existing inventory, construction
of new displays, upgrading of displays in existing markets, acquisition of
displays in existing markets, and new market acquisitions in South Carolina and
Pennsylvania.


Industry Overview

  Outdoor advertising is one of several major advertising media that includes
television, radio, newspapers and magazines, among others. According to the
Outdoor Advertising Association of America, Inc. ("OAAA"), an industry trade
association, outdoor advertising in the United States generated total revenues
of approximately $3.1 billion in 2000, a 52.1% increase over 1999. Because of
its repetitive impact and relatively low cost-per-thousand impressions (a
commonly used media standard), outdoor advertising is attractive to both large
national advertisers and smaller local and regional businesses.

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

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

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

                                       2
<PAGE>

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

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

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

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

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

  According to the OAAA, the top ten categories of businesses ranked by outdoor
advertising expenditures for 2000 were local services and amusements, retail
establishments, public transportation/hotels and resorts, media and advertising,
restaurants, automotive dealers and services, automotive accessories and
equipment, insurance and real estate, telecommunications and financial.


Business Strategy

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

  . Focus marketing efforts on local and regional advertisers in order to
    develop and maintain a diverse client base and to limit reliance on national
    advertising accounts. The Company believes that focusing on local and
    regional advertisers helps generate stable revenue growth and reduce its
    reliance on any single local economy or industry segment.

                                       3
<PAGE>

  . Take advantage of recent technological advances in computer and printing
    technology, which allow the Company to provide higher quality reproduction
    to its customers, thereby attracting new advertisers to the outdoor medium.

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

  . Continue to enhance sales, marketing and customer service capabilities. The
    Company's salespersons are paid pursuant to a performance-based compensation
    system and supervised by a local sales manager executing a coordinated
    marketing plan.

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

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

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

  The Company recognizes, and closely monitors, the needs of its customers and
seeks to provide them with a quality advertising product at a lower cost than
competitive media. The Company believes it has a reputation of providing
excellent customer service and quality outdoor advertising space. As such, the
Company is nationally recognized as a five star member (the highest ranking) of
the OAAA, a distinction currently held by only 35 of the approximately 800
members of the OAAA.


Markets

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

  The following table sets forth information as of December 31, 2000 with
respect to each of the Company's markets, including the ADI (as defined herein)
rank of that market and the number of each display type operated by the Company
in that market:

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                            ADI             Painted       30-Sheet      8-Sheet
                                         ----------        ---------      --------      -------
Market                                   Ranking(a)        Bulletins       Posters      Posters      Total
------                                   ----------        ---------      --------      -------      -----
<S>                                       <C>                <C>           <C>           <C>        <C>
Charlotte, NC.....................           28               889           851            36        1,776
Lansing, MI.......................          107               330           523            --          853
Jackson, MI (b)...................           --               138           468            --          606
Kalamazoo, MI.....................           38               288           738            --        1,026
Lehigh Valley, PA (c).............            4               197           785            --          982
Madison, WI.......................           84                71           248            --          319
Norfolk, VA.......................           41               140           623            29          792
Peoria, IL........................          112                74           343            26          443
Minneapolis, MN...................           13               117            --            --          117
Northeast PA......................            4                91           588            --          679
South Carolina....................          103               532         1,733           111        2,376
                                                            -----         -----           ---        -----
             Total................                          2,867         6,900           202        9,969
                                                            =====         =====           ===        =====
</TABLE>
--------------
(a)  Indicates the market rank of the area of dominant influence ("ADI"), as
     determined by The Arbitron Company, within which the office is located.
     ADIs are ranked based on population, with the market having the largest
     population ranked first. ADI rank is the standard measure of market size
     used by the media industry.
(b)  The Jackson, MI market is included in the Lansing, MI ADI ranking.
(c)  The Lehigh Valley market is included in the Philadelphia ADI ranking.
     According to the U.S. Census Bureau, the Lehigh Valley market was the 86th
     largest metropolitan statistical area in the United States at December 31,
     1990, the latest date for which such information is available.

  The following tables set forth information with respect to the net revenues,
operating income and operating margins for the Company's displays in each of its
markets for each of the past five years.  Amounts presented for Northeast PA and
South Carolina include results from their acquisition dates of November 8, 1996
and December 2, 1996, respectively, through December 31, 2000.

                                  Net Revenues

<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                         -----------------------------------------------------------
          Market                           2000        1999         1998          1997        1996
         --------                        -------      -------      -------      -------      -------
                                                            (dollars in thousands)
<S>                                      <C>          <C>           <C>         <C>          <C>
Charlotte, NC.....................       $16,166      $13,925      $12,932      $11,882      $10,499
Lansing, MI.......................         7,629        7,755        7,059        5,965        8,683
Jackson, MI (a)...................         4,478        3,937        3,660        3,331           --
Kalamazoo, MI.....................         8,280        7,634        7,094        6,460        5,628
Lehigh Valley, PA.................         8,396        7,487        7,113        6,461        6,293
Madison, WI.......................         4,437        4,041        3,951        3,782        3,430
Norfolk, VA.......................         7,013        6,634        6,980        6,065        6,359
Peoria, IL........................         3,399        3,116        3,266        3,016        2,836
Minneapolis, MN...................         4,482        3,803        3,710        3,274        2,930
Northeast PA......................         2,663        2,709        2,685        2,212          273
South Carolina....................         6,854        6,999        6,119        4,837          329
HSP Graphics......................         6,887           --           --           --           --
                                         -------      -------      -------      -------      -------
             Total................       $80,684      $68,040      $64,569      $57,285      $47,260
                                         =======      =======      =======      =======      =======
</TABLE>

(a)   The 1996 figures for Jackson, MI are included with Lansing, MI.

                                       5
<PAGE>

                                Operating Income

<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                         -----------------------------------------------------------
          Market                           2000        1999         1998          1997        1996
         --------                        -------      -------      -------      -------      -------
                                                            (dollars in thousands)
<S>                                      <C>          <C>           <C>         <C>          <C>
Charlotte, NC.....................      $ 9,393       $ 7,745      $ 6,322      $ 5,425      $ 4,251
Lansing, MI.......................        3,178         3,017        2,479        1,332        3,738
Jackson, MI (a)...................        2,130         1,681        1,570        2,304           --
Kalamazoo, MI.....................        4,080         3,552        3,141        2,646        2,409
Lehigh Valley, PA.................        4,343         3,624        3,107        2,500        2,495
Madison, WI.......................        2,380         2,049        1,844        1,799        1,597
Norfolk, VA.......................        2,963         3,404        3,424        2,479        2,798
Peoria, IL........................        1,425         1,274        1,494        1,329        1,110
Minneapolis, MN...................        1,814         1,329        1,188        1,036          889
Northeast PA......................          194           420          379          166           (8)
South Carolina....................          (46)           (8)        (131)        (735)         (50)
Corporate.........................       (7,837)       (6,769)      (8,439)      (4,724)      (4,342)
HSP Graphics......................        1,465            --           --           --           --
                                        -------       -------      -------      -------      -------
          Total...................      $25,482       $21,318      $16,378      $15,557      $14,887
                                        =======       =======      =======      =======      =======
</TABLE>

(a)  The 1996 figures for Jackson, MI are included with Lansing, MI.


                                Operating Margin

<TABLE>
<CAPTION>
                                                           Year Ended December 31,
                                         -----------------------------------------------------------
          Market                           2000        1999         1998          1997        1996
         --------                        -------      -------      -------      -------      -------
                                                            (dollars in thousands)
<S>                                      <C>          <C>           <C>         <C>          <C>
Charlotte, NC.....................        58.1%        55.6%        48.9%        45.7%        40.5%
Lansing, MI.......................        41.7         38.9         35.1         22.3         43.1
Jackson, MI (a)...................        47.6         42.7         42.9         69.2           --
Kalamazoo, MI.....................        49.3         46.5         44.3         41.0         42.8
Lehigh Valley, PA.................        51.7         48.4         43.7         38.7         39.6
Madison, WI.......................        53.6         50.7         46.7         47.6         46.6
Norfolk, VA.......................        42.2         51.3         49.1         40.9         44.0
Peoria, IL........................        41.9         40.9         45.7         44.1         39.1
Minneapolis, MN...................        40.5         35.0         32.0         31.6         30.3
Northeast PA......................         7.3         15.5         14.1          7.5           --
South Carolina....................         (.7)         (.1)        (2.1)       (15.2)          --
HSP Graphics......................        21.3           --           --           --           --
          Total...................        31.6%        31.3%        25.4%        27.2%        31.5%
                                          ====         ====         ====        =====         ====

</TABLE>

(a)  The 1996 figures for Jackson, MI are included with Lansing, MI.


Sales and Marketing

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

  The Company's sales and marketing strategy has been successful largely due to
the efforts of its team of general managers in its markets. These general
managers have an average of over 16 years of experience in the outdoor
advertising industry and are responsible for implementing the Company's sales
and marketing strategy. Each of the Company's markets has a team of account
executives that is supported locally by a creative department, which

                                       6
<PAGE>

provides innovative marketing ideas, generates art work and designs billboard
advertising for potential customers' advertising campaigns. In addition, each
market has a business development staff, which makes available comprehensive
information about local market research, customer needs and advertising
opportunities. This allows the Company to assess the impact and potential reach
for a potential target customer's display in a given market. The sales and
marketing departments focus on increasing revenues through developing new
marketing programs for customers, educating both current and potential customers
on the effectiveness of the outdoor advertising product relative to other
advertising media and integrating this medium into a customer's marketing plan.
The Company's sales personnel are compensated primarily on a commission basis
which maximizes their incentive to perform.

  The following table illustrates the diversity of the Company's markets and
customers by setting forth the percentage of the Company's gross revenues for
2000 attributable to each of the top ten advertising categories:

                           2000 Revenues by Category
                          (Percent of Gross Revenues)

<TABLE>
<CAPTION>
                                                                  Total
                                                                ---------
            <S>                                                    <C>
            Auto/Boat/Motorcycle/Recreational................      12.8%
            Restaurants......................................       9.7
            Telecommunications...............................       6.4
            Amusement/Entertainment..........................       5.9
            Hotel/Motel......................................       4.6
            Radio/Television/Cable...........................       3.6
            Beverages - Alcoholic............................       3.4
            Real Estate Agents/Brokers.......................       3.1
            Banking/Financial Institutions...................       3.1
            Hospitals/Healthcare Providers...................       2.8
            All Others.......................................      44.6
                                                                  -----
                  Total......................................     100.0%
                                                                  =====
</TABLE>

Local Market Operations

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

  Each local office is responsible for locating and ultimately obtaining sites
for the displays in its market. Each office has a leasing department, which
maintains an extensive data base containing information on local property
ownership, lease contract terms, zoning ordinances and permit requirements. The
Company owns certain of the sites on which its displays are located and leases
others. Site lease contracts vary in term but typically range from three to ten
years with various termination and renewal provisions. As of and for the twelve
months ended December 31, 2000, the Company had approximately 4,710 active site
leases accounting for a total land lease expense of approximately $9.2 million,
representing approximately 11.4% of net revenues.

  In each of its primary markets, the Company has construction and maintenance
facilities, which facilitate the expeditious and economical construction and
maintenance of displays and the painting and mounting of customers'
advertisements. Typically, the Company uses vinyl skins for bulletins. The vinyl
skins are reusable, thereby

                                       7
<PAGE>

reducing the Company's production costs, and are easily transportable. Due to
the geographic proximity of the Company's markets and the transportability of
vinyl skins, the Company can shift production among markets to use its available
capacity more effectively. The local offices also maintain fully equipped art
departments to assist local customers in the development and production of
creative, effective advertisements.


Competition

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


Government Regulation

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

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

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

                                       8
<PAGE>

without compensation currently are subject to vigorous litigation in the state
and federal courts, which have reached differing conclusions as to their
constitutionality.

  In 1988, the company reached an agreement with the city of Charlotte, NC that
no boards will have to be removed for 5 years in settlement of the 1998 lawsuit
with Charlotte, NC.

   In other localities in which the Company operates, outdoor advertising is
subject to restrictive and, in some cases, prohibitive zoning regulations.
Management expects federal, state, and local regulations to continue to be a
significant factor in the operation of the Company's business.


Employees

  As of December 31, 2000, the Company employed 340 persons, of whom
approximately 127 were primarily engaged in sales and marketing, 142 were
engaged in painting, posting, construction and maintenance of displays, and the
balance were employed in financial, administrative and similar capacities. No
employees are covered by a collective bargaining agreement except for five
production shop workers in Peoria, IL covered by a collective bargaining
agreement with the Brotherhood and Painters and Allied Trades that expires on
December 31, 2001. Management considers its employee relations to be good.


Item 2

Facilities

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

  The Company owns approximately 147 parcels of real property that serve as the
sites for its outdoor displays. The Company also has easements on approximately
137 parcels of real property on which it has outdoor displays. Additionally, the
Company's displays are located on sites leased or licensed by the Company,
typically for three to ten years with renewal options.


Item 3

Legal Proceedings

  The Company from time to time is involved in litigation in the ordinary course
of business, including disputes involving advertising contracts, site leases,
employment claims, construction matters, condemnation and amortization. The
Company is also involved in routine administrative and judicial proceedings
regarding permits and fees relating to outdoor advertising structures and
compensation for condemnations. The Company is not a party to any lawsuit or
proceeding which, in the opinion of management, is likely to have a material
adverse effect on the Company. See "Business--Government Regulation."

  Information contained in this Annual Report, including, without limitation
information in this Business section, may contain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
which can be identified by the use of forward-looking terminology as "may,"
"will," "would," "expect," "anticipate," "estimate" or "continue" or
the negative thereof or other variations thereon or comparable terminology.
Certain factors, including, the Company's substantial leverage, regulation of
outdoor advertising by federal, state and local governments, tobacco advertising
patterns, competition and general economic conditions, could cause actual
results to differ materially from those in such forward-looking statements.

                                       9
<PAGE>

Item 4

Submission of matters to a vote of security holders

None.


Part II

Item 5

Market for Registrant's Common Equity and Related Stockholder Matters

Not Applicable.


Item 6

SELECTED CONSOLIDATED FINANCIAL DATA

   The following selected consolidated financial data, insofar as it relates to
each of the years in the five-year period ended December 31, 2000, has been
derived from the Company's financial information and should be read in
conjunction with the audited financial statements, including the Company's
balance sheets at December 31, 2000 and 1999 and the related statements of
operations for each of the years in the three-year period ended December 31,
2000 and the notes thereto appearing elsewhere in this Form 10-K. The selected
consolidated financial data should also be read in conjunction with the
information contained in "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

                                       10
<PAGE>

                       AOA HOLDINGS LLC AND SUBSIDIARIES

                     SELECTED CONSOLIDATED FINANCIAL DATA
                            (dollars in thousands)

<TABLE>
<CAPTION>
                                                                     Year Ended December 31,
                                                     ------------------------------------------------------
                                                          2000        1999       1998       1997       1996
                                                     ---------   ---------   --------   --------   --------
<S>                                                  <C>         <C>         <C>        <C>        <C>
Statement of Operations Data:
 Gross revenues....................................  $  87,903   $  74,808   $ 71,592   $ 63,302   $ 52,421
 Agency commissions................................      7,219       6,768      7,023      6,017      5,161
                                                     ---------   ---------   --------   --------   --------
 Net revenues......................................     80,684      68,040     64,569     57,285     47,260
 Direct advertising expenses.......................     40,219      33,508     32,097     29,089     22,412
 Corporate general and administrative expense......      4,063       3,660      3,903      3,589      2,405
 Depreciation and amortization.....................      8,994       7,075      7,875      8,149      6,105
 Deferred compensation expense(a)..................      1,927       2,479      4,316        901      1,451
                                                     ---------   ---------   --------   --------   --------
 Operating income..................................     25,482      21,318     16,378     15,557     14,887
 Interest expense..................................     21,981      16,577     14,408     14,601     12,523
 Payments to partners..............................         --       2,500         --         --         --
 Investment loss...................................        721          --         --         --         --
 Other expenses (income), net......................        199        (744)        78         43        (32)
 Loss on disposal of assets, net...................        173         369        378        122        861
 Income tax provision..............................        338          --         --         --         --
 Extraordinary loss on early extinguishment of debt         --         194        330         --         --
                                                     ---------   ---------   --------   --------   --------
    Net income.....................................  $   2,070   $   2,422   $  1,184   $    791   $  1,535
                                                     =========   =========   ========   ========   ========

                                                                        As of December 31,
                                                     ------------------------------------------------------
                                                          2000        1999       1998       1997       1996
                                                     ---------   ---------   --------   --------   --------
Balance Sheet Data:
  Cash and cash equivalents........................  $   2,217   $   1,616   $  1,687   $  3,121   $  3,533
  Working capital..................................    (50,867)      7,768      4,805      3,096      4,969
  Total assets.....................................    127,074      83,989     78,193     77,474     77,114
  Total debt.......................................    210,837     168,947    132,728    135,034    133,421
  Total members' deficit...........................  $(102,534)  $(101,026)  $(69,447)  $(69,586)  $(68,444)

                                                                      Year Ended December 31,
                                                     ------------------------------------------------------
                                                          2000        1999       1998       1997       1996
                                                     ---------   ---------   --------   --------   --------
Other Data:
  Operating Cash Flow(b)...........................  $  36,402   $  30,872   $ 28,569   $ 24,606   $ 22,443
  Capital expenditures.............................  $   9,360   $  10,187   $ 10,144   $  7,646   $  4,419
  Ratio of earnings to fixed charges(c)............      1.08x       1.14x      1.09x      1.05x      1.11x
  Ratio of debt to net income......................     101.85       69.76     112.13     170.71      86.92
  Cash flow provided by (used in):
    Operating activities...........................  $   9,822   $   9,760   $ 11,873   $  7,150   $ 12,537
    Investing activities...........................  $ (24,180)  $  (9,730)  $ (9,659)  $ (7,462)  $(28,675)
    Financing activities...........................  $  14,960   $    (101)  $ (3,647)  $   (100)  $ 17,540
</TABLE>
--------------
(a)  Deferred compensation expense represents accrued expenses under certain
     deferred compensation arrangements, including phantom stock and
     nonqualified retirement plan agreements with certain key management
     personnel. The phantom stock agreements in effect provide for the
     repurchase of the "phantom stock" in three equal annual payments after
     each executive's termination, death or disability, the sale of the Company,
     or the fifth anniversary of the agreement's execution. See "Executive
     Compensation--Agreements with Management--Incentive Compensation under
     Phantom Stock Agreements."

                                       11
<PAGE>

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

<TABLE>
<CAPTION>
                                                                Year Ended December 31,
                                            ---------------------------------------------------------------
<S>                                         <C>           <C>           <C>           <C>           <C>
                                               2000          1999          1998          1997          1996
                                            -------       -------       -------       -------       -------
  Operating income.......................   $25,482       $21,318       $16,378       $15,557       $14,887
  Depreciation and amortization..........     8,994         7,075         7,875         8,148         6,105
  Deferred compensation expense..........     1,927         2,479         4,316           901         1,451
                                            -------       -------       -------       -------       -------
  Operating Cash Flow....................   $36,402       $30,872       $28,569       $24,606       $22,443
                                            =======       =======       =======       =======       =======
</TABLE>

    Operating Cash Flow is not intended to represent net cash flow provided by
    operating activities as defined by generally accepted accounting principles
    and should not be considered as an alternative to net income as an indicator
    of the Company's operating performance or to net cash provided by operating,
    investing and financing activities as a measure of liquidity or ability to
    meet cash needs. The Company believes Operating Cash Flow is a measure
    commonly reported and widely used by analysts, investors and other
    interested parties in the media industry. Accordingly, this information has
    been disclosed herein to permit a more complete comparative analysis of the
    Company's operating performance relative to other companies in the media
    industry. However, the definition of Operating Cash Flow or of similarly
    defined terms may vary among companies and such differences should be noted
    in comparing the Company's operating performance relative to other
    companies. See "Management's Discussion and Analysis of Financial Condition
    and Results of Operations."

(c) Earnings consist of operating income plus fixed charges adjusted to exclude
    capitalized interest. The Company's fixed charges consist of interest
    expense plus amortization of deferred financing costs and the estimated
    interest portion of rents.


Item 7

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

General

  The Company is the sixth largest owner and operator of outdoor advertising
structures in the United States. The Company provides outdoor advertising
services through fourteen facilities in the Midwest, southeast and mid-Atlantic
states: Charlotte, NC; Charleston, SC; Orangeburg, SC; Florence, SC; Laurens,
SC; Kalamazoo, MI; Lansing, MI; Jackson, MI; Lehigh Valley, PA; Northeast PA;
Madison, WI; Minneapolis, MN; Norfolk, VA; and Peoria, IL. As of December 31,
2000, the Company operated 9,969 advertising displays, including 2,867 painted
bulletins, 6,900 30-sheet posters, and 202 junior (8-sheet) posters.

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

  As a result of its acquisition of outdoor advertising businesses from 1983 to
1988, the Company incurred substantial debt. Interest expense required to
service such debt, together with depreciation and amortization, has contributed
to historical marginal profits for the Company.

  Since 1991, the Company has continued to strengthen its market share through
the construction and acquisition of displays in its existing markets,
introduction of transit advertising in its Madison, WI market and acquisitions,
in the last quarter of 1996, of operations in South Carolina and Pennsylvania.
This expansion has been financed through internally generated cash flow and
borrowings from the Company's $80 million credit facilities.

  The following table presents certain information from the Consolidated
Statements of Operations as a percentage of net revenues for each of the three
years in the three-year period ended December 31, 2000.

                                       12
<PAGE>

<TABLE>
<CAPTION>


                                                                 Years Ended December 31,
                                                           ------------------------------------
                                                            2000           1999           1998
                                                           ------         ------         ------
<S>                                                        <C>            <C>          <C>
Net revenues............................................    100.0%         100.0%         100.0%
Direct advertising expenses.............................     49.9           49.2           49.7
Corporate general and administrative expenses...........      5.0            5.4            6.0
                                                            -----          -----          -----

Operating Cash Flow.....................................     45.1           45.4           44.3
Depreciation and amortization...........................     11.1           10.4           12.2
Deferred compensation expense...........................      2.4            3.6            6.7
                                                            -----          -----          -----

Operating income........................................     31.6           31.3           25.4
Interest expense........................................     27.3           24.4           22.3
Payments to partners....................................        -            3.7              -
Investment loss.........................................       .9              -              -
Other expenses (income), net............................       .2           (1.0)            .2
Loss on disposals of property and equipment, net........       .2             .5             .6
Income tax provision....................................       .4              -              -
Extraordinary loss on early extinguishment of debt......        -             .3             .5
                                                            -----          -----          -----
Net income..............................................      2.6%           3.5%           1.8%
                                                            =====          =====          =====
</TABLE>

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

  The following table presents the number of painted bulletins and 30-sheet
poster displays operated by the Company and the average rates and occupancy
levels with respect to such displays for the three years ended December 31,
2000.  These figures do not include junior-posters and route town paints.

<TABLE>
<CAPTION>

                                                                                 Years Ended December 31,
                                                                            -----------------------------------
                                                                             2000           1999           1998
                                                                            ------         ------         -----
<S>                                                                         <C>            <C>            <C>
Number of Displays:
 Painted Bulletins..................................................         2,867          2,567          2,529
 30-Sheet Posters...................................................         6,900          6,809          6,704
Average Rates: (1)
 Painted Bulletins..................................................        $1,799         $1,729         $1,583
 30-Sheet Posters...................................................        $  592         $  538         $  489
Average Occupancy:
 Painted Bulletins..................................................            74%            75%            78%
 30-Sheet Posters...................................................            62%            64%            69%
</TABLE>
--------------
(1) Represents average rate per display per month

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

                                       13
<PAGE>

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

  The Company's sales and marketing strategy has been successful largely due to
its team of general managers in its markets. These key managers have an average
of 16 years of industry experience. The Company also has integrated a business
development department into each market, making available to each region's sales
force comprehensive information about local market research, customer needs and
advertising opportunities. The business development departments have given the
Company's sales departments significantly improved information and tools to
develop additional local and regional advertising customers, especially with
many customers that have not historically advertised through the outdoor medium.
Sales representatives have been able to use these additional resources to
develop creative ideas for new customers and educate them about the cost
effectiveness of outdoor advertising in attempting to reach their customers. The
Company considers its emphasis on local and regional sales, the expertise and
tenure of its managers and its marketing and customer service capabilities to be
factors which enhance the productivity of its inventory of advertising displays.


Acquisitions

  On March 9, 2000, two indirect wholly owned subsidiaries of the Company
together acquired all of the outstanding stock of HSP Graphics ("HSP"), a
printing operation headquartered in Canada which was majority-owned by two
officers of the Company.  The total amount of consideration was $21,000,000 and
was financed by issuing notes payable to the former owners, bearing interest at
20% and payable over a one-year period.  The transaction was accounted for as a
purchase and, as such, the results of HSP's operations have been included in the
Company's financial statements from the date of acquisition.  The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $20,000,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.

  On June 28, 2000, the Company acquired all of the outstanding stock of Horizon
Outdoor ("Horizon"), an outdoor advertising company in Charlotte, North
Carolina. The total amount of consideration was $17,000,000, consisting of
$15,500,000 in cash and a $1,500,000 note payable to the former owners and
payable over an 18-month period. The transaction was accounted for as a purchase
and, as such, the results of Horizon's operations have been included in the
Company's financial statements from the date of acquisition. The excess of the
purchase price over the fair value of the net assets acquired, which was
approximately $15,900,000, was allocated to goodwill and is being amortized on a
straight-line basis over a period of 20 years.


Results of Operations

Year Ended December 31, 2000 Compared With Year Ended December 31, 1999

  Net revenues (gross revenues net of agency commissions) for 2000 of $80.7
million increased by 18.6% from $68.0 million for 1999.  This increase resulted
from higher advertising rates in certain markets and an increase in the number
of displays sold, as well as revenues generated by HSP and Horizon since the
purchase date.

  Direct advertising expenses for 2000 of $40.2 million increased by 20.0% from
$33.5 million in 1999.  The increase was attributable to direct costs associated
with increased sales from new displays and an increase in sales commissions due
to higher average rates, as well as direct advertising expenses generated by HSP
and Horizon since the purchase date.

  Corporate general and administrative expenses for 2000 of $4.1 million
increased by 11.0% from $3.7 million in 1999.  This was attributable to an
increase in travel expenses, corporate taxes and insurance expense.

                                       14
<PAGE>

  Depreciation and amortization for 2000 of $9.0 million increased by 27.1% from
$7.1 million in 1999. Amortization expense increased due to the amortization of
goodwill for HSP and Horizon.

  Deferred compensation expense for 2000 of $1.9 million decreased by 22.3% from
$2.5 million in 1999 primarily due to the inclusion of the Chief Executive
Officer in the Phantom Stock Plan to acquire his 3% interest in the company and
the additional vesting of General Managers under the Phantom Stock Plan in 1999.

  Interest expense for 2000 of $22.0 million increased by 32.6% from $16.6
million in 1999.  This increase was attributable to higher interest rates in
2000, as well as a higher outstanding loan balance.  The Company's effective
interest rate increased to 10.5% for 2000 from 10.1% for 1999.

  Net income for 2000 decreased to $2.1 million from $2.4 million in 1999 as a
result of the items discussed above.

  Operating cash flow for 2000 of $36.4 million increased by 17.9% from $30.9
million in 1999.  This increase was attributable to the aforementioned increase
in net revenues coupled with only a modest increase in total operating expenses.


Year Ended December 31, 1999 Compared With Year Ended December 31, 1998

  Net revenues (gross revenues net of agency commissions) for 1999 of $68.0
million increased by 5.4% from $64.6 million for 1998.  This increase resulted
from higher advertising rates in certain markets and an increase in the number
of displays sold.

  Direct advertising expenses for 1999 of $33.5 million increased by 4.4% from
$32.1 million in 1998.  The increase was attributable to direct costs associated
with increased sales from new displays and an increase in sales commissions due
to higher average rates.

  Corporate general and administrative expenses for 1999 of $3.7 million
decreased by 6.2% from $3.9 million in 1998.  This decrease was attributable to
a couple of things in particular:  the Company purchased an airplane in 1999,
which eliminated the lease costs which were incurred for air travel during 1998.
In addition, all costs associated with the new Company logo and identification
project were incurred in 1998.

  Depreciation and amortization for 1999 of $7.1 million decreased by 10.2% from
$7.9 million in 1998. Depreciation expense decreased as a result of the
expiration of the depreciable life of certain assets during 1999.

  Deferred compensation expense for 1999 of $2.5 million decreased by 42.6% from
$4.3 million in 1998 primarily due to the inclusion of the Chief Executive
Officer in the Phantom Stock Plan to acquire his 3% interest in the company and
the additional vesting of General Managers under the Phantom Stock Plan in 1998.

  Interest expense for 1999 of $16.6 million increased 6.6% from $14.4 million
in 1998 primarily due to the issuance of $50 million of new debt in May 1999.
The Company's effective interest rate decreased to 10.1% for 1999 from 10.2% for
1998.

  Net income for 1999 increased to $2.4 million from $1.2 million in 1998 as a
result of the items discussed above.

  Operating cash flow for 1999 of $30.9 million increased by 8.1% from $28.6
million in 1998.  This increase was attributable to the aforementioned increase
in net revenues coupled with only a modest increase in total operating expenses.

                                       15
<PAGE>

Liquidity and Capital Resources

  Historically, the Company's cash needs have arisen from operating expenses
(primarily direct advertising expenses and corporate general and administrative
expenses), debt service, capital expenditures and deferred compensation payments
under phantom stock agreements. The Company's interest expense was $22.0 million
in 2000, $16.6 million in 1999 and $14.4 million in 1998.

  The Company's primary sources of cash are net cash generated from operating
activities and borrowings under its credit facility. The Company's net cash
provided from operations did not change for 2000, decreased by 17.8% to $9.8
million for 1999 and  increased by 66.1% to $11.9 million for 1998.

  During 1998, the Company had interest expense of $14.4 million on average
outstanding indebtedness of $136.7 million, resulting in an effective annual
interest rate of 10.2%. During 1999, the Company had interest expense of $16.6
million on average outstanding indebtedness of $158.2 million, resulting in an
effective annual interest rate of 10.1%. During 2000, the Company had interest
expense of $22.0 million on average outstanding indebtedness of $198.6 million,
resulting in an effective annual interest rate of 10.5%.  Scheduled interest
payments on the Senior Notes aggregate approximately $15.7 million per year.

  In 2000, the senior unsecured credit facility was increased to $45 million.
At December 31, 2000, $25.3 million was outstanding under such facility.

  Substantially all of the assets of the Company are pledged to secure
indebtedness of up to $35.0 million (all of which was outstanding as of December
31, 2000) under the revolving credit facility and, accordingly, the lenders
thereunder will have a prior claim on those assets.  Permitted borrowings under
the revolving credit facility are subject to various conditions.  In addition,
the availability of borrowings are subject to compliance with certain financial
covenants. The agreement governing the revolving credit facility contains a
number of covenants that are more restrictive than those contained in the
indenture, including covenants requiring the Company to maintain certain
financial ratios that become more restrictive over time.  Adverse operating
results could cause noncompliance with one or more of these covenants, reducing
the Company's borrowing availability, and, in certain circumstances, entitling
the lenders to accelerate the maturity of outstanding borrowings.  In 2000, the
senior unsecured credit facility was increased to $45 million.  At December 31,
2000 and 1999, the Company was in compliance with all covenants.

  On March 31, 1998, the Company entered into an additional $3 million senior
unsecured credit facility.  In September 1998, the proceeds from the senior
unsecured facility were used to purchase $4 million of the Company's Senior
Notes on the open market at 105% of principal plus accrued interest.  As a
result of the redemption, the Company recognized an extraordinary loss of
$330,000, which represented the redemption premium plus recognition of a
proportionate share of the associated deferred financing fees.

   On June 30, 1999, the Company purchased $1,250,000 of its Senior Notes on the
open market at 106% of principal plus accrued interest.  During the third
quarter of 1999, additional amounts of $2,000,000 and $75,000 were purchased at
105 3/4% and 105 1/2%, respectively.  As a result of these redemptions, the
Company recognized an extraordinary loss of $194,000, which represented the
redemption premium plus recognition of a proportionate share of the associated
deferred financing fees.

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

  The Company increased its debt by $41.9 million in 2000, increased its debt by
$36.2 million in 1999 and reduced its debt by $2.3 million in 1998. The Company
also made capital expenditures, primarily for new billboard construction in
existing markets, of $9.4 million in 2000, $10.2 million in 1999 and $10.1
million in 1998. The Company expects that its capital expenditures during 2001
will be approximately $25.0 million and will be primarily for new billboard
construction and the upgrading of existing displays. The Company expects to
finance such capital expenditures with cash flow provided by operating
activities or borrowings under the revolving credit facilities.

                                       16
<PAGE>

Impact of Inflation

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


Seasonality

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


Forward Looking Statements

  Information contained in this Form 10-K, including, without limitation in the
foregoing Management's Discussion and Analysis of Financial Condition and
Results of Operations may contain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, which can be
identified by the use of forward-looking terminology as "may," "will,"
"would," "expect," "anticipate," "estimate" or "continue" or the
negative thereof or other variations thereon or comparable terminology. Certain
factors, including the Company's substantial leverage, regulation of outdoor
advertising by federal, state and local governments, tobacco advertising
patterns, competition and general economic conditions, could cause actual
results to differ materially from those in such forward-looking statements.


New Accounting Standards

  In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities."  This statement,
which will be effective for the Company beginning January 1, 2001, establishes
accounting and reporting standards requiring that every derivative instrument
(including certain embedded in other contracts) be recorded in the balance sheet
as either assets or liabilities measured at its fair value.  The statement
requires that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met.  The Company has not
yet quantified the impact of adopting SFAS No. 133 and has not determined the
timing or method of its adoption, however it is not expected that adoption will
have a material impact on earnings.


Item 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   The Company is exposed to market risk from changes in interest rates.  The
information below summarizes the Company's market risk associated with its debt
obligations as of December 31, 2000.  The information presented below should be
read in conjunction with Note 8 of the Notes to Consolidated Financial
Statements.


Interest Rate Risk

   The Company carries some floating rate debt and thus is exposed to the impact
of interest rate changes.  At December 31, 2000, indebtedness under its
revolving credit facility, representing approximately 34.4% of the Company's
total debt, bears interest at variable rates.  Accordingly, the Company's net
income and cash flow are affected by changes in interest rates.  A 105 basis
point move in interest rates (10% of the Company's weighted average interest
rate) would have an immaterial impact on earnings and cashflow.

   Fluctuations in interest rates may also adversely affect the fair market
value of the Company's fixed rate borrowings.  The fair value of debt with a
fixed interest rate will increase as interest rates fall and decrease as
interest rates rise.  The Company's fixed rate borrowings consist of $97.7
million of senior notes bearing interest at

                                       17
<PAGE>

10 3/4%. A 105 basis point move in interest rates would also have an immaterial
effect on the fair value of the Company's fixed rate senior notes.


Item 8

Financial Statements and Supplementary Data


Item 9

Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure

   The information required by Item 9 was previously reported by the Company.
Please see the Company's report on Form 8-K filed on September 15, 1998.


Part III

Item 10

Management

Executive Officers and Directors

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

<TABLE>
<CAPTION>
                Name                       Age                        Position
--------------------------------------    -----    -------------------------------------------
<S>                                       <C>        <C>
Stephen Adams.........................     63      Chairman of the Board

J. Kevin Gleason......................     49      Chief Executive Officer, President and
                                                   Director

Abe Levine............................     47      Chief Financial Officer, Vice President,
                                                   Secretary and Treasurer

George Pransky........................     60      Director

David Frith-Smith.....................     55      Director

Andris A. Baltins.....................     55      Director
</TABLE>

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

  J. Kevin Gleason has served as the Chief Executive Officer of the Company and
President of Adams Outdoor Advertising, Inc. since 1991. Mr. Gleason has
eighteen years of experience in advertising, twelve of which have been dedicated
to the outdoor advertising industry. Mr. Gleason has been with Adams Outdoor
Advertising, Inc. since 1987, serving as General Manager of various local
markets and then as Executive Vice President at the corporate level. Prior to
joining Adams Outdoor Advertising, Inc., Mr. Gleason served as General Manager
of

                                       18
<PAGE>

Naegele Outdoor Advertising ("Naegele") of Southern California from 1985 to
1987. Mr. Gleason also currently serves as a Vice-Chairman of the Outdoor
Advertising Association of America.

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

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

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

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


Other Significant Management Personnel

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

<TABLE>
<CAPTION>
                   Name                  Age                Position
<S>                                      <C>      <C>
Jim Allgeier........................      38      General Manager - Lansing, MI

Brian Criswell......................      37      General Manager - Jackson, MI

Mike Peters.........................      38      General Manager - Kalamazoo, MI

John Hayes..........................      47      General Manager - Lehigh Valley

Karen Vallone.......................      36      General Manager - Northeast PA

Michelle Kullmann...................      32      General Manager - Madison, WI

Gardner King........................      48      General Manager - Norfolk, VA

Barry M. Asmann.....................      43      General Manager - Charlotte, NC

Robert J. Lord......................      41      General Manager - Peoria, IL

Robert A. Graiziger.................      47      General Manager - Minneapolis, MN

Jerry Heinz.........................      58      General Manager - South Carolina
</TABLE>

  Jim Allgeier became General Manager of the Lansing, Michigan division in June,
2000 after first joining the Company in 1998 as Sales Manager in Lansing.  Prior
to joining Adams, Mr. Allgeier owed Allgeier Outdoor Printing in Fort Wayne,
Indiana, which the Company purchased in 1995.  Mr. Allgeier started his outdoor
career in

                                       19
<PAGE>

1985 as an account executive with Burkhart Advertising and left there in 1995 as
Vice President/General Manager of their Fort Wayne, Indiana office.

   Brian Criswell started as General Manager of the Jackson, Michigan market in
October, 2000.  Brian began his career with Adams in 1996 as an Account
Executive in the Kalamazoo market.  In July of 1999, he was promoted to Sales
Manager of the Kalamazoo market.  He continued as Sales Manager until his
October, 2000 promotion.

  Mike Peters has been general manager of the Kalamazoo, MI division since
October, 1996.  He began his outdoor advertising career in 1985 as an account
executive with Creative Displays in Lehigh Valley, PA. Mr. Peters stayed on as
an account executive when Adams purchased Creative Displays and in 1989 was
promoted to sales manager.  He has fifteen years of experience in the outdoor
advertising industry.

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

   Karen Vallone became General Manager of the  Northeast Pennsylvania market on
January 1, 2001.  She started with Adams in 1993 as an Account Executive in the
Lehigh Valley, Pennsylvania division.  In 1998, she joined the Company's
national accounts team and held a national sales position until her recent
promotion.

   Michelle Kullmann has been general manager of the Madison, Wisconsin division
since June 1997.  Michelle first started with Adams in 1991 as an account
executive.  In 1993 she was promoted to sales manager of Madison and held that
position until her most recent promotion to General Manager.

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

  Barry Asmann has served as general manager of the Charlotte, NC division since
January 1993 and prior thereto was sales manager in both the Charlotte, NC and
Lehigh Valley, PA divisions. Mr. Asmann has 19 years of experience in the
outdoor advertising industry, working in various markets throughout the country
with the Company and Naegele.

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

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

  Jerry Heinz has served as general manager of the South Carolina division since
December 1996. He came to Adams Outdoor from Burkhart Advertising, Inc. Mr.
Heinz joined Burkhart Advertising, Inc. in 1969 as an account executive.  During
the next 27 years, Mr. Heinz held the positions of sales manager, general
manager and finally as President and CEO.

                                       20
<PAGE>

Item 11

Executive Compensation

  The following table provides certain summary information concerning the
compensation incurred by the Company for its Chief Executive Officer and each of
the two other executive officers for the years ended December 31, 2000, 1999 and
1998.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                         Long-term
                                             Annual Compensation                        Compensation          Payouts
                                     ------------------------------------               ------------   ----------------------
                                                                Other                                                 All
                                                                Annual     Restricted    Securities                  Other
Name and Principal                                              Compen-       Stock      Underlying     LTIP        Compen-
Position               Year           Salary       Bonus(a)     sation(b)    Awards(c)     Options     Payouts      sation(c)
-------------------    -----        --------      ------------  ---------  -----------   ----------    -------      ---------
<S>                    <C>          <C>           <C>           <C>        <C>           <C>           <C>          <C>
Stephen Adams          2000         $220,000(e)
 Chairman(d)           1999         $220,000(e)
                       1998         $212,000(e)

J. Kevin Gleason       2000         $515,000      $1,672,609                                                          $35,250
Chief Executive        1999         $456,692      $1,010,053                                                          $35,000
 Officer               1998         $414,843      $3,621,000                                                          $35,000

Abe Levine             2000         $200,000      $   41,500                                                          $19,275
Chief Financial        1999         $180,000                                                                          $19,500
 Officer               1998         $180,000                                                                          $18,923

</TABLE>
--------------

(a) All amounts represent accruals under deferred phantom stock agreements.
(b) Less than the lesser of (i) 10% of total annual salary and bonus and (ii)
    $50,000.
(c) Amounts for 2000, 1999 and 1998 include contributions to the accounts of
    Messrs. Gleason and Levine under the Company's nonqualified retirement plan
    of $30,000 and $15,000, respectively. All other amounts represent Company
    contributions to the Company's 401(k) plan.
(d) The Company entered into an employment agreement with Mr. Adams providing
    for a salary of $200,000 per year, adjusted for annual cost of living
    increases, and the reimbursement of business expenses.
(e) Does not include reimbursement of company travel and entertainment expense
    advanced by Mr. Adams aggregating $200,000 in 2000.  Nothing was reimbursed
    to Mr. Adams in 1999 or 1998.


Employment Agreement

  The Company and Stephen Adams entered into an employment agreement effective
January 1, 1996. Under the employment agreement, Mr. Adams is employed as
Chairman of Adams Outdoor Advertising, Inc. until December 31, 2001 at a base
salary of $200,000 plus an annual cost of living increase.


Agreements with Management--Incentive Compensation Under Phantom Stock
Agreements

  The Company has deferred phantom stock agreements with certain managers,
including each general manager with respect to the performance of his respective
market. The compensation is calculated using a multiple of the operating profit
of the general manager's respective division for the fiscal year ending
immediately prior to the determination date over the value of the division at
the time of agreement. The agreements provide for three equal

                                       21
<PAGE>

annual payments to the participants upon the determination date, which is
defined as termination of employment, death, disability, sale of the Company or
the fifth anniversary of the execution of the agreement. The Company incurred
deferred compensation expense related to the phantom stock agreements of $2.4
million, $2.5 million and $4.3 million, respectively, for the years ended
December 31, 2000, 1999 and 1998, respectively.

  As of December 31, 2000, the Company has accrued the following amounts of
deferred compensation expense payable related to the phantom stock agreements:

<TABLE>
<CAPTION>
Name                                                       Amount
--------------------------------------------------  ---------------------
                                                         (dollars in
                                                         thousands)
<S>                                                 <C>
Kevin Gleason.....................................                 $3,607
Others............................................                  1,836
                                                                   ------
        Total.....................................                 $5,443
                                                                   ======
</TABLE>

  If amounts accrued as of December 31, 2000 as deferred compensation payable
related to the phantom stock agreements are paid as currently scheduled
(assuming no executive terminations, deaths or disabilities), such payments will
occur as follows:

<TABLE>
            Name                        2001      2002      2003      2004       2005       2006     Total
---------------------------------      -----    ------    ------    ------      -----      -----    ------
                                                            (dollars in thousands)
<S>                                    <C>      <C>       <C>       <C>         <C>        <C>      <C>
Kevin Gleason....................      $  --    $1,202    $1,202    $1,203      $  --      $  --    $3,607
Others...........................        278       427       403       403        215         13     1,739
                                       -----    ------    ------    ------      -----      -----    ------
            Total................      $ 278    $1,629    $1,605    $1,606      $ 215      $  13    $5,346
                                       =====    ======    ======    ======      =====      =====    ======
</TABLE>


Agreements with Management Incentive Compensation Under Nonqualified Retirement
Plan

  The Company also maintains a deferred compensation plan for each of Messrs.
Gleason, Levine and each of the area general managers. Under such plan, the
Company contributes $30,000 per year to the retirement account of Mr. Gleason
and $15,000 per year to the account of each of the other participants.  In
addition, Messrs. Gleason and Levine deferred a substantial portion of their
1999 and 1998 compensation into a similar plan. Deferred compensation payable as
of December 31, 2000 related to the nonqualified retirement plans was
approximately $2.7 million.


401(k) Savings Plan

  Company employees also participate in a deferred savings and profit sharing
plan (the "401(k) Plan") qualified under Section 401(a) and 401(k) of the
Internal Revenue Code (the "Code"). All employees over age 21 who have
completed one year of service are eligible to participate in the 401(k) Plan.
Eligible employees may contribute to the 401(k) Plan up to 15% of their salary
subject to an annual maximum established under the Code, and the Company matches
these employee contributions at a rate of 50% up to the first 6% of the
employee's salary. Employees may make additional voluntary contributions.


Director Compensation

  Following the refinancing, the Company pays directors who are not also
employees (Messrs. Pransky, Frith-Smith and Baltins) director fees of $5,400 per
quarter.

                                       22
<PAGE>

Item 12

Security Ownership of Certain Beneficial Owners and Management

                           PRINCIPAL SECURITY HOLDERS


The table below sets forth, the beneficial ownership interests in the Company as
of December 31, 2000.


<TABLE>
<CAPTION>
                                                 Aggregate
                                                 Member's
                  Name                           Interest
--------------------------------------------     ---------
<S>                                              <C>

Stephen Adams............................        100.00%
  2575 Vista Del Mar Drive
  Ventura, CA 93001
</TABLE>



Item 13

Certain Relationships and Related Transactions



                              CERTAIN TRANSACTIONS


None.

                                       23
<PAGE>

Item 14

Exhibits, Financial Statements, Schedules and Reports on Form 8-K

  (a)  Documents filed
       (1) Financial statements (included under Item 8)

       (2) Financial statement schedules
           S-1 Independent Public Accountants' Reports on Schedule
           S-2 Schedule II - Valuation and Qualifying Accounts

       (3) Exhibits

  (b)  Reports on Form 8-K

  The Company filed statements on Form 8-K due to the following transactions
  occurring on the dates noted:

  Acquisitions

  On March 9, 2000, two indirect wholly owned subsidiaries of the Company
  together acquired all of the outstanding stock of HSP Graphics ("HSP"), a
  printing operation headquartered in Canada which was majority-owned by two
  officers of the Company. The total amount of consideration was $21,000,000 and
  was financed by issuing notes payable to the former owners, bearing interest
  at 20% and payable over a one-year period. The transaction was accounted for
  as a purchase and, as such, the results of HSP's operations have been included
  in the Company's financial statements from the date of acquisition. The excess
  of the purchase price over the fair value of the net assets acquired, which
  was approximately $20,000,000, was allocated to goodwill and is being
  amortized on a straight-line basis over a period of 20 years.

  On June 28, 2000, the Company acquired all of the outstanding stock of Horizon
  Outdoor ("Horizon"), an outdoor advertising company in Charlotte, North
  Carolina. The total amount of consideration was $17,000,000, consisting of
  $15,500,000 in cash and a $1,500,000 note payable to the former owners and
  payable over an 18-month period. The transaction was accounted for as a
  purchase and, as such, the results of Horizon's operations have been included
  in the Company's financial statements from the date of acquisition. The excess
  of the purchase price over the fair value of the net assets acquired, which
  was approximately $15,900,000, was allocated to goodwill and is being
  amortized on a straight-line basis over a period of 20 years.

  (c)  Exhibits

  Included in Item 14 (a) (3) above.

  (d)  Financial Statements Schedules

  Included in Item 14 (a) (2) above.

Financial Statement Schedules
  -  Identify

Signature Page
  -  Power of Attorney

                                       24
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULE


To:  Adams Outdoor Advertising Limited Partnership

We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated balance sheets of AOA Holding LLC and
Subsidiaries as of December 31, 2000 and 1999 and the related consolidated
statements of operations, member's deficit and cash flows for the years then
ended, and have issued our report thereon dated February 23, 2001.  Our audits
were made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The accompanying Schedule II-Valuation and
Qualifying Accounts is the responsibility of the company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements.  This
schedule has been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.



Arthur Andersen LLP

Atlanta, GA
February 23, 2001

                                       25
<PAGE>

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>


                                                Additions:
                              Balance at        Charged to                              Balance
                              beginning         costs and                               at end
       Description            of period         expenses          Deductions (b)        of period
--------------------------  ---------------  -----------------  --------------------  -------------
<S>                         <C>              <C>                <C>                   <C>
2000 Allowance for
Doubtful Accounts (a)         $1,218,421          370,112           (379,248)          $1,209,285


1999 Allowance for
Doubtful Accounts             $  648,101          870,285           (351,294)          $1,167,092


1998 Allowance for
Doubtful Accounts             $  700,429          287,494           (339,823)          $  648,101

</TABLE>

(a)  The "balance at beginning of period" for 2000 includes $51,329 for HSP
     Graphics as of March 31, 2000.

(b)  Write-offs, net of recoveries

                                       26
<PAGE>

                                   SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
                                   By: Adams Outdoor Advertising, Inc.,
                                        its general partner

                                   By: /s/   J. Kevin Gleason
                                       -------------------------------------
                                             J. Kevin Gleason
                                       President and Chief Executive Officer


                                   ADAMS OUTDOOR ADVERTISING, INC.

                                   By: /s/   J. Kevin Gleason
                                       -------------------------------------
                                             J. Kevin Gleason
                                       President and Chief Executive Officer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

        Signature                               Title                             Date
        ---------                               -----                             ----
<S>                            <C>                                            <C>

 /s/  J. Kevin Gleason           President, Chief Executive Officer           April 2, 2001
-----------------------------    and Director (Principal Executive Officer)
      J. Kevin Gleason

 /s/ Abe Levine                  Chief Financial Officer (Principal           April 2, 2001
-----------------------------    Financial and Accounting Officer)
     Abe Levine

           *                     Chairman of the Board (Director)             April 2, 2001
-----------------------------
     Stephen Adams

           *                      Director                                    April 2, 2001
-----------------------------
     Andris Baltins

           *                      Director                                    April 2, 2001
-----------------------------
    David Frith-Smith

           *                      Director                                    April 2, 2001
-----------------------------
      George Pransky

* By: /s/ J. Kevin Gleason
      -----------------------
          J. Kevin Gleason
        (as attorney-in-fact)
</TABLE>

   J. Kevin Gleason, pursuant to powers of attorney, executed by each of the
 officers and directors listed above whose name is marked by an "*" filed as an
 exhibit hereto to this Report, by signing his name hereto, does hereby sign and
 execute this report of Adams Outdoor Advertising, Inc. on behalf of each such
 officers and directors in the capacities in which the names of each appear.

                                       27
<PAGE>

POWER OF ATTORNEY
-----------------
                                  (FORM 10-K)

     KNOW ALL MEN BY THESE PRESENTS, that ADAMS OUTDOOR ADVERTISING, INC., a
Minnesota corporation (the "Company"), and each of the undersigned directors of
the Company, hereby constitutes and appoints J. Kevin Gleason and Abe Levine and
each of them (with full power to each of them to act alone) its/his/her true and
lawful attorney-in-fact and agent, for it/him/her and on its/him/her and in
its/his/her name, place and stead, in any and all capacities to sign, execute,
affix its/his/her seal thereto and file the Annual Report on Form 10-K of the
Company and Adams Outdoor Advertising Limited Partnership for the year ended
December 31, 2000 under the Securities Exchange Act of 1933, as amended, with
any amendment or amendments thereto, with all exhibits and any and all documents
required to be filed with respect thereto with any regulatory authority.

     There is hereby granted to said attorneys, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in respect of the foregoing as fully as it/he/she or itself/himself/
herself might or could do if personally present, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may lawfully do or
cause to be done by virtue hereof.

     This Power of Attorney may be executed in any number of counterparts, each
of which shall be an original, but all of which taken together shall constitute
one and the same instrument and any of the undersigned directors may execute
this Power of Attorney by signing any such counterpart.

     Adams Outdoor Advertising, Inc. has caused this Power of Attorney to be
executed in its name by its Chief Executive Officer on the 2nd day of April,
2001.

                                  ADAMS OUTDOOR ADVERTISING, INC.


                                  By   /s/ J. Kevin Gleason
                                     ----------------------------
                                           J. Kevin Gleason
                                           Chief Executive Officer
                                           and President

                                       28
<PAGE>

The undersigned, directors of ADAMS OUTDOOR ADVERTISING, INC., have hereunto set
their hands as of the 2nd day of April, 2001.



    /s/ Stephen Adams                       /s/ J. Kevin Gleason
-----------------------------           -------------------------------
    Stephen Adams                           J. Kevin Gleason



    /s/ David Frith-Smith                   /s/ George Pransky
-----------------------------           -------------------------------
    David Frith-Smith                       George Pransky



    /s/ Andris A. Baltins
-----------------------------
    Andris A. Baltins



                               D I R E C T O R S

                                       29
<PAGE>

                       AOA HOLDING LLC AND SUBSIDIARIES


                       CONSOLIDATED FINANCIAL STATEMENTS

                       DECEMBER 31, 2000, 1999, AND 1998

                               TABLE OF CONTENTS

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

FINANCIAL STATEMENTS

     Consolidated Balance Sheets--December 31, 2000 and 1999

     Consolidated Statements of Operations for the Years Ended December 31,
     2000, 1999, and 1998

     Consolidated Statements of Changes in Member's Deficit for the Years Ended
     December 31, 2000, 1999, and 1998

     Consolidated Statements of Cash Flows for the Years Ended December 31,
     2000, 1999, and 1998

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To AOA Holding LLC:

We have audited the accompanying consolidated balance sheets of AOA Holding LLC
(a Minnesota limited liability corporation) and subsidiaries as of December 31,
2000 and 1999 and the related consolidated statements of operations, changes in
member's deficit, and cash flows for each of the three years in the period ended
December 31, 2000.  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 auditing standards generally accepted
in the United States.  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 AOA Holding LLC and
subsidiaries as of December 31, 2000 and 1999 and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2000 in conformity with accounting principles generally accepted in
the United States.

/s/ Arthur Andersen LLP
-----------------------

Atlanta, Georgia
February 23, 2001
<PAGE>

                        AOA HOLDING LLC AND SUBSIDIARIES


                          CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2000 AND 1999




<TABLE>
<CAPTION>
                                                                                    2000                1999
                                                                                ------------         -----------
<S>                                                                             <C>                 <C>
                                     ASSETS
CURRENT ASSETS:
 Cash and cash equivalents                                                     $   2,217,267         $   1,616,105
 Investments                                                                       2,684,236             3,165,524
 Trade accounts receivable, less allowance for doubtful accounts of               10,185,182             9,017,351
  $1,209,285 and $1,167,092 in 2000 and 1999, respectively
 Other accounts receivable                                                         1,233,700                45,115
 Inventories                                                                         412,776                92,632
 Prepaid rent                                                                      3,552,691             2,992,547
 Prepaid expenses                                                                  1,272,007               679,742
                                                                               -------------           -----------
       Total current assets                                                       21,557,859            17,609,016

PROPERTY, PLANT, AND EQUIPMENT, net                                               61,257,277            56,525,883

INTANGIBLE ASSETS, net                                                            44,146,682             9,786,648

OTHER ASSETS                                                                         112,607                67,549
                                                                               -------------         -------------
                                                                               $ 127,074,425         $  83,989,096
                                                                               =============         =============

                        LIABILITIES AND MEMBER'S DEFICIT

CURRENT LIABILITIES:
 Current portion of long-term debt                                             $  56,406,283         $           0
 Notes payable to officers                                                         5,133,393                     0
 Accounts payable                                                                  1,166,435               925,559
 Interest payable                                                                  4,945,257             4,819,672
 Accrued expenses and other liabilities                                            4,532,182             3,361,280
 Deferred compensation                                                               241,356               734,266
                                                                               -------------         -------------
       Total current liabilities                                                  72,424,906             9,840,777

LONG-TERM DEBT                                                                   149,297,063           168,947,288

DEFERRED COMPENSATION                                                              7,886,010             6,226,425
                                                                               -------------         -------------
       Total liabilities                                                         229,607,979           185,014,490
                                                                               -------------         -------------
COMMITMENTS AND CONTINGENCIES (Note 12)

MEMBER'S DEFICIT:
 Member's deficit                                                               (102,465,197)         (101,025,394)
 Accumulated other comprehensive loss                                                (68,357)                    0
                                                                               -------------         -------------
       Total member's deficit                                                   (102,533,554)         (101,025,394)
                                                                               -------------         -------------
                                                                               $ 127,074,425         $  83,989,096
                                                                               =============         =============
</TABLE>



   The accompanying notes are an integral part of these consolidated balance
                                    sheets.
<PAGE>

                        AOA HOLDING LLC AND SUBSIDIARIES


                     CONSOLIDATED STATEMENTS OF OPERATIONS

             FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998



<TABLE>
                                                                      2000               1999                1998
                                                                   -----------        -----------         -----------
<S>                                                                <C>                <C>                 <C>
GROSS REVENUES                                                     $87,903,265        $74,807,990         $71,591,716
 Less agency commissions                                             7,218,777          6,768,065           7,023,144
                                                                   -----------        -----------         -----------
       Net outdoor advertising revenue                              80,684,488         68,039,925          64,568,572
                                                                   -----------        -----------         -----------
OPERATING EXPENSES:
 Direct advertising expenses                                        40,219,421         33,507,976          32,096,318
 Corporate, general, and administrative                              4,063,291          3,659,785           3,903,136
 Depreciation and amortization                                       8,993,602          7,074,751           7,875,001
 Deferred compensation                                               1,926,562          2,479,409           4,315,971
                                                                   -----------        -----------         -----------
       Total operating expenses                                     55,202,876         46,721,921          48,190,426
                                                                   -----------        -----------         -----------
OPERATING INCOME                                                    25,481,612         21,318,004          16,378,146
                                                                   -----------        -----------         -----------
OTHER EXPENSES (INCOME):
 Interest expense                                                   21,981,326         16,576,343          14,407,950
 Payments to Partnership minority limited partners                           0          2,500,000                   0
 Other expenses (income), net                                          198,952            (54,138)             79,539
 Unrealized gain on investments                                        721,288           (689,047)               (712)
 Loss on disposals of property, plant, and equipment, net              172,537            368,843             377,853
                                                                   -----------        -----------         -----------
       Total other expenses                                         23,074,103         18,702,001          14,864,630
                                                                   -----------        -----------         -----------
INCOME BEFORE PROVISION FOR INCOME TAXES AND EXTRAORDINARY           2,407,509          2,616,003           1,513,516
 LOSS ON EARLY EXTINGUISHMENT OF DEBT

PROVISION FOR INCOME TAXES                                             337,846                  0                   0

EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT                           0            194,125             329,778
                                                                   -----------        -----------         -----------
NET INCOME                                                         $ 2,069,663        $ 2,421,878         $ 1,183,738
                                                                   ===========        ===========         ===========
</TABLE>



 The accompanying notes are an integral part of these consolidated statements.
<PAGE>

                        AOA HOLDING LLC AND SUBSIDIARIES


                       CONSOLIDATED STATEMENTS OF CHANGES

                              IN MEMBER'S DEFICIT

             FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998




<TABLE>
<CAPTION>
                                                                                    Accumulated
                                                                                       Other               Total
                                                                Member's           Comprehensive          Member's
                                                                 Deficit                Loss              Deficit
                                                             -------------         -------------       -------------
<S>                                                          <C>                   <C>                 <C>
BALANCE, December 31, 1997                                   $ (69,586,228)           $      0         $ (69,586,228)

 Net income                                                      1,183,738                   0             1,183,738
 Distributions                                                  (1,045,000)                  0            (1,045,000)
                                                             -------------            --------         -------------
BALANCE, December 31, 1998                                     (69,447,490)                  0           (69,447,490)

 Net income                                                      2,421,878                   0             2,421,878
 Distributions                                                 (33,999,782)                  0           (33,999,782)
                                                             -------------            --------         -------------
BALANCE, December 31, 1999                                    (101,025,394)                  0          (101,025,394)
                                                             -------------            --------         -------------

 Net income                                                      2,069,663                   0             2,069,663
 Foreign currency adjustment                                             0             (68,357)              (68,357)
                                                             -------------            --------         -------------
       Total comprehensive income                                2,069,663             (68,357)            2,001,306
                                                             -------------            --------         -------------
 Distributions                                                  (3,509,466)                  0            (3,509,466)
                                                             -------------            --------         -------------
BALANCE, December 31, 2000                                   $(102,465,197)           $(68,357)        $(102,533,554)
                                                             =============            ========         =============
</TABLE>




 The accompanying notes are an integral part of these consolidated statements.
<PAGE>

                        AOA HOLDING LLC AND SUBSIDIARIES


                     CONSOLIDATED STATEMENTS OF CASH FLOWS

             FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998



<TABLE>
                                                                             2000           1999           1998
                                                                        ------------   ------------   ------------
<S>                                                                     <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income                                                             $  2,069,663   $  2,421,878   $  1,183,738
 Adjustments to reconcile net income to net cash provided by
  operating activities:
     Extraordinary loss on early extinguishment of debt                            0        194,125        329,778
     Depreciation                                                          6,936,862      6,185,471      7,043,434
     Amortization of intangible assets                                     2,467,216      1,447,924      1,308,205
     Deferred compensation expense                                         1,926,562      2,479,409      4,315,971
     Payments for deferred compensation                                     (759,887)    (4,064,027)    (1,332,193)
     Loss on disposals of property, plant, and equipment, net                172,537        368,843        377,853
     Foreign currency translation adjustment                                 (68,357)             0              0
     Change in unrealized loss (gain) on investments                         721,288       (689,047)          (712)
     Barter loss (income)                                                    171,303        152,708        (24,729)
     Purchases of investments                                               (240,000)      (597,500)      (183,604)
     Changes in operating assets and liabilities, net of effects from
      acquisitions of businesses:
         Accounts receivable, net                                         (2,812,014)      (509,801)      (659,805)
         Inventories                                                          84,531        (23,958)        73,600
         Prepaid rent, expenses, and other assets                         (1,003,330)      (192,297)       (49,972)
         Accounts payable, accrued expenses, and other liabilities            30,065      1,372,896        (72,647)
         Interest payable                                                    125,585      1,213,522       (436,242)
                                                                        ------------   ------------   ------------
           Net cash provided by operating activities                       9,822,024      9,760,146     11,872,675
                                                                        ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Additions to property, plant, and equipment                              (9,359,641)   (10,187,221)   (10,144,346)
 Proceeds from sales of property, plant, and equipment                       679,226        457,172        485,088
 Acquisition of Horizon Outdoor                                          (15,500,000)             0              0
                                                                        ------------   ------------   ------------
           Net cash used in investing activities                         (24,180,415)    (9,730,049)    (9,659,258)
                                                                        ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Debt financing costs                                                       (886,250)    (2,126,661)       (97,921)
 Advances from notes payable and long-term debt                           53,472,131     70,687,827     19,910,007
 Payments on notes payable and long-term debt                            (34,116,862)   (34,468,039)   (22,216,257)
 Premium on senior notes redemption                                                0       (194,125)      (198,000)
 Distributions to members                                                 (3,509,466)   (33,999,782)    (1,045,000)
                                                                        ------------   ------------   ------------
           Net cash provided by (used in) financing activities            14,959,553       (100,780)    (3,647,171)
                                                                        ------------   ------------   ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         601,162        (70,683)    (1,433,754)

CASH AND CASH EQUIVALENTS, beginning of year                               1,616,105      1,686,788      3,120,542
                                                                        ------------   ------------   ------------
CASH AND CASH EQUIVALENTS, end of year                                  $  2,217,267   $  1,616,105   $  1,686,788
                                                                        ============   ============   ============
</TABLE>



 The accompanying notes are an integral part of these consolidated statements.
<PAGE>

                        AOA HOLDING LLC AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       DECEMBER 31, 2000, 1999, AND 1998

 1.  ORGANIZATION AND NATURE OF OPERATIONS

     AOA Holding LLC ("AOA Holding" or the "Company") was incorporated on May 4,
     1999 as a Minnesota limited liability company. AOA Holding was formed to
     acquire the direct individual interests of Stephen Adams in Adams Outdoor
     Advertising Limited Partnership (the "Partnership") and Adams Outdoor
     Advertising Inc. ("Adams Inc.") and to serve as a co-issuer of $50 million
     of 10.375% senior notes due 2006 (the "Parent Senior Notes"). AOA Holding's
     assets consist of 100% of the outstanding capital stock of Adams Inc. and a
     .70% general partnership interest and a 68.3% limited partnership interest
     in the Partnership. Mr. Adams is the sole member of AOA Holding, and all
     operations are conducted through the Partnership. AOA Capital Corp. ("AOA
     Capital"), a wholly owned subsidiary of AOA Holding, was incorporated on
     May 4, 1999 for the sole purpose of serving as co-issuer of the Parent
     Senior Notes. The net proceeds from the offering were used by AOA Holding
     to make a distribution to its sole member, to repay $13.5 million of
     indebtedness of the Partnership, and to make a $2.5 million payment to the
     minority limited partner.

     The Partnership was organized under the Minnesota Uniform Limited
     Partnership Act on December 12, 1985 and will terminate on December 31,
     2025 unless terminated sooner under the provisions of the partnership
     agreement. The Partnership was organized for the purpose of acquiring and
     operating businesses engaged in the outdoor advertising industry. The
     Partnership owns and operates outdoor advertising structures in 11 markets
     in the Midwest, Southeast, and Mid-Atlantic states.

     The partnership agreement was amended and restated on March 31, 1995 to
     convert and transfer 99% of the general partners' interest to the limited
     partners' interests. The partnership agreement was amended and restated on
     January 1, 1996 to, among other matters, eliminate classes of limited
     partner interests resulting in general partners' interests of .71% and
     limited partners' interests of 99.29%.

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

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

     In connection with the reorganization, the partnership agreement was
     amended to provide that the limited partnership interest of AOA Holding LLC
     become a "priority" interest whereby all limited partner distributions
     (other than permitted tax distributions) will be made only to AOA Holding
     until the notes are paid in full. In recognition of the change in the
     partnership agreement, the Partnership paid to the minority limited
     partners approximately $2.5 million, which has been reflected as other
     expense in the accompanying consolidated statements of operations.
<PAGE>

                                     - 2 -

 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The financial statements include the financial statements of the Company
     and its wholly owned subsidiaries. All significant intercompany balances
     and transactions have been eliminated in consolidation.

     Use of Estimates

     The Company's financial statements are prepared in accordance with
     accounting principles generally accepted in the United States, which
     require management to make estimates and assumptions that affect the
     reported amounts of assets and liabilities and disclosure of contingent
     assets and liabilities at the date of the financial statements and the
     reported amount of revenues and expenses during the reporting period.
     Actual results could differ from those estimates.

     Cash and Cash Equivalents

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

     Investments

     Investments consist primarily of corporate and U.S. government debt
     instruments and equity securities. Securities are classified in one of
     three categories: trading, available-for-sale, or held-to-maturity.
     Management of the Company determines the appropriate classification of its
     investments at the time of acquisition and reevaluates such determination
     at each balance sheet date.

     The Company has classified all securities purchased and held during 2000
     and 1999 as trading securities, as they are intended to be sold in the near
     term. Trading securities are carried at fair value, with realized and
     unrealized gains and losses included in net income.

     Inventories

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

     Property, Plant, and Equipment

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

<TABLE>
<CAPTION>
         <S>                                                          <C>
         Buildings and equipment                                       5 to 32 years
         Outdoor advertising structures                               12 to 15 years
         Vehicles, machinery and equipment, and office equipment       3 to 5 years
</TABLE>

     Intangible Assets

     Intangible assets include financing costs, noncompete agreements, and
     goodwill. Goodwill is being amortized using the straight-line method over
     periods of 12 to 40 years. The remaining intangible assets are recorded at
     cost and are amortized using the straight-line method over the assets'
     estimated useful lives of 2 to 5 years for noncompete agreements and the
     terms of the related debt for financing costs.
<PAGE>

                                     - 3 -

     Impairment of Long-Lived Assets

     The Company periodically reviews long-lived assets for impairment whenever
     events or changes in business circumstances indicate that the carrying
     amount of the assets may not be fully recoverable. The Company performs
     undiscounted operating cash flow analyses to determine if an impairment
     exists.

     Income Taxes

     The Company is not considered a taxable entity for federal and state income
     tax purposes. Any taxable income or loss, tax credits, and certain other
     items are reported by the partners on their own tax returns in accordance
     with the partnership agreement.

     One of the Company's subsidiaries, HSP Graphics ("HSP"), is a C
     corporation, and accordingly, the provision for the year ended December 31,
     2000 reflects federal and state tax expense of $337,846.

     Revenue Recognition

     Revenues represent outdoor advertising services provided by the Company.
     The Company recognizes revenue, usually on a monthly basis in accordance
     with contract terms, as advertising services are provided and
     collectibility is reasonably assured.

     Barter Transactions

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

     Fair Value of Financial Instruments

     The Company's financial instruments consist primarily of cash and short-
     term investments, trade receivables, notes receivable, accounts payable and
     long-term debt. In management's opinion, the carrying amounts of these
     financial instruments, with the exception of long-term debt (note 9),
     approximate their fair values at December 31, 2000 and 1999.

     Foreign Currency Translation

     The Company translates the results of operations of its foreign subsidiary
     using average exchange rates during each period, whereas balance sheet
     accounts are translated using exchange rates at the end of each period.
     Foreign currency translation adjustments are recorded as a component of
     member's deficit.

     New Accounting Standard

     In June 1998, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
     Instruments and Hedging Activities," as amended by SFAS Nos 137 and 138 in
     June 1999 and June 2000, respectively. These statements, which will be
     effective for the Company beginning January 1, 2001, require the Company to
     recognize all derivative instruments (including certain imbedded in other
     contracts) on the balance sheet at fair value. The statements also
     established new accounting rules for hedging instruments which, depending
     on the nature of the hedge, require that changes in the fair value either
     be offset against the change in the fair value of assets, liabilities, or
     firm commitments through income, or be recognized in comprehensive income
     until the hedged item is recognized in income. Any ineffective portion of a
     derivative's change in fair value must be immediately recognized in income.
     The Company adopted the provisions of SFAS No. 133, as amended, on January
     1, 2001, which had no impact on the results of operations and financial
     position.
<PAGE>

                                     - 4 -

     Comprehensive Income

     The Company had other comprehensive losses in the form of cumulative
     translation adjustments, which resulted in total comprehensive income of
     $2,001,306 in 2000.

 3.  ACQUISITIONS

     On March 9, 2000, two indirect wholly owned subsidiaries of the Company
     acquired together all of the outstanding stock of HSP, an outdoor
     advertising printing operation headquartered in Canada, which was majority-
     owned by two officers of the Company. The total amount of consideration was
     $21,000,000 and was financed by issuing notes payable to the former owners
     bearing interest at 20% and payable over a one-year period. The transaction
     was accounted for as a purchase and, as such, the results of HSP's
     operations have been included in the Company's financial statements from
     the date of acquisition. The excess of the purchase price over the fair
     value of the net assets acquired, which was approximately $20,000,000, was
     allocated to goodwill and is being amortized on a straight-line basis over
     a period of 20 years.

     On June 28, 2000, the Company acquired all of the outstanding stock of
     Horizon Outdoor ("Horizon"), an outdoor advertising company in Charlotte,
     North Carolina. The total amount of consideration was $17,000,000,
     consisting of $15,500,000 in cash and a $1,500,000 note payable to the
     former owners and payable over an 18-month period. The transaction was
     accounted for as a purchase and, as such, the results of Horizon's
     operations have been included in the Company's financial statements from
     the date of acquisition. The excess of the purchase price over the fair
     value of the net assets acquired, which was approximately $15,900,000, was
     allocated to goodwill and is being amortized on a straight-line basis over
     a period of 20 years.

     The following unaudited pro forma information presents the combined results
     of operations as if the acquisitions had occurred at the beginning of 2000
     and 1999. The unaudited pro forma information is based upon the historical
     financial statements of the Company and the acquired businesses. Pro forma
     results give effect to additional interest expense on borrowings related to
     the acquisitions as well as additional amortization expense on the
     increased goodwill. The pro forma results are not necessarily indicative of
     what actually would have occurred had the acquisitions been consummated at
     the beginning of each year, nor are they necessarily indicative of future
     results.

<TABLE>
                                             2000               1999
                                         -----------        -----------
        <S>                              <C>                <C>

        Gross revenues                   $91,203,000        $87,396,000
        Net income (loss)                    175,000         (1,483,865)
</TABLE>

 4.  RELATED-PARTY TRANSACTIONS

     During 2000, the Company entered into a sales agreement with a director of
     the Company for advertising space sold by each individual location.
     Revenues of approximately $1,000,000 related to this transaction have been
     included in gross revenue during 2000.

     Certain officers of the Company had ownership interests in HSP prior to its
     acquisition by the Company (Note 3). The Company paid the salary and
     expenses of HSP employees, and HSP reimbursed the Company for these
     expenses in cash or services. At December 31, 1999 and 1998, the Company
     had accounts receivable of $21,870 outstanding related to this arrangement
     with HSP. The Company expensed $0, $0, and $11,000 for printing services
     provided by HSP during 2000, 1999, and 1998,
     respectively.

     In connection with the acquisition of HSP, the Company issued notes payable
     to officers in the original amount of $21,000,000. These notes are payable
     over a one-year period and bear interest at 20%. At December 31, 2000,
     approximately $5,133,000 remained on these notes.

     During 1998, the Company entered into a building lease with an officer of
     the Company. The lease term was for ten years and had been classified as an
     operating lease. Rent expense of approximately $37,000 and $52,000 related
     to this transaction is included in direct advertising expense in 1999 and
     1998,
<PAGE>

                                     - 5 -

     respectively. During 1999, the Company purchased this building from the
     officer of the Company for $461,000.

     During 1997, the Company entered into an aircraft lease with a party
     related to the Company. The lease term was for seven years and had been
     classified as an operating lease. At the beginning of 1999, the Company
     purchased an aircraft and was released from the lease agreement. Lease and
     operating expenses of approximately $549,000 related to this transaction
     have been included in corporate general and administrative expense during
     1998.

     During 1999, the Company purchased outdoor advertising displays from two
     related parties in Peoria for $100,000 in cash paid to each of the parties.

 5.  INVESTMENTS

     The cost and estimated fair values of investment securities at December 31,
     2000 and 1999 are summarized as follows:

<TABLE>
                                                                                       2000
                                                          --------------------------------------------------------------
                                                                               Gross           Gross
                                                                             Unrealized      Unrealized        Estimated
                                                                              Holding          Holding           Fair
                                                             Cost              Gains           Losses            Value
                                                          ----------          --------       ---------        ----------
<S>                                                       <C>                 <C>            <C>              <C>

Trading securities:
 Cash and money market funds                              $1,113,816          $      0       $       0        $1,113,816
 Equity securities                                         2,089,288                 0        (563,174)        1,526,114
 Fixed income debt securities                                 50,299               147          (6,140)           44,306
                                                          ----------          --------       ---------        ----------
                                                          $3,253,403          $    147       $(569,314)       $2,684,236
                                                          ==========          ========       =========        ==========

                                                                                       1999
                                                          --------------------------------------------------------------
                                                                               Gross           Gross
                                                                             Unrealized      Unrealized       Estimated
                                                                              Holding         Holding            Fair
                                                             Cost              Gains           Losses            Value
                                                          ----------          --------       ---------        ----------
<S>                                                       <C>                 <C>            <C>              <C>

Trading securities:
 Cash and money market funds                              $  105,384          $      0       $       0        $  105,384
 Equity securities                                         2,401,554           730,979        (121,531)        3,011,002
 Fixed income debt securities                                 51,046               561          (2,469)           49,138
                                                          ----------          --------       ---------        ----------
                                                          $2,557,984          $731,540       $(124,000)       $3,165,524
                                                          ==========          ========       =========        ==========
</TABLE>
<PAGE>

                                     - 6 -

 6.  PROPERTY, PLANT, AND EQUIPMENT

     Property, plant, and equipment consist of the following at December 31,
     2000 and 1999:

<TABLE>
                                                            2000                 1999
                                                        ------------         ------------
<S>                                                     <C>                  <C>
Land                                                    $  5,652,254         $  3,692,333
Buildings and improvements                                 6,526,590            5,522,640
Outdoor advertising structures                           110,432,281          104,600,078
Vehicles                                                   4,256,846            3,947,917
Machinery and equipment                                    4,508,474            1,586,670
Office equipment                                           5,131,682            4,738,466
Construction in progress                                   1,869,780            1,446,410
                                                        ------------         ------------
                                                         138,377,907          125,534,514
Less accumulated depreciation                            (77,120,630)         (69,008,631)
                                                        ------------         ------------
                                                        $ 61,257,277         $ 56,525,883
                                                        ============         ============
</TABLE>

 7.  INTANGIBLE ASSETS

     Intangible assets consist of the following at December 31, 2000 and 1999:

<TABLE>
                                                             2000                 1999
                                                         -----------         ------------
<S>                                                      <C>                 <C>

Goodwill                                                 $43,565,124         $ 7,582,597
Noncompete agreements                                      2,325,500           2,325,500
Financing costs                                            7,399,887           7,399,887
                                                         -----------         -----------
                                                          53,290,511          17,307,984
Less accumulated amortization                             (9,143,829)         (7,521,336)
                                                         -----------         -----------
                                                         $44,146,682         $ 9,786,648
                                                         ===========         ===========
</TABLE>

 8.  ACCRUED EXPENSES AND OTHER LIABILITIES

     Accrued expenses and other liabilities consist of the following at December
     31, 2000 and 1999:

<TABLE>
                                                             2000             1999
                                                          ----------       ----------
<S>                                                       <C>              <C>

Accrued insurance                                         $1,020,885       $  376,677
Accrued payroll                                              365,295          215,698
Other                                                      3,146,002        2,768,905
                                                          ----------       ----------
                                                          $4,532,182       $3,361,280
                                                          ==========       ==========
</TABLE>
<PAGE>

                                     - 7 -

 9.  LONG-TERM DEBT

     Long-term debt at December 31, 2000 and 1999 consists of the following:

<TABLE>
                                                                   2000                 1999
                                                               ------------         ------------
<S>                                                            <C>                  <C>
10.37% Senior notes due June 1, 2006                           $ 50,000,000         $ 50,000,000
10.75% Senior notes due March 12, 2006                           97,675,000           97,675,000
Revolving credit facilities due December 31, 2001                55,340,857           21,272,288
Seller note payable                                               1,538,750                    0
Various notes payable                                             1,148,739                    0
                                                               ------------         ------------
                                                                205,703,346          168,947,288
Less current maturities                                         (56,406,283)                   0
                                                               ------------         ------------
                                                               $149,297,063         $168,947,288
                                                               ============         ============
</TABLE>

     On March 12, 1996, the Company completed a refinancing (the "Refinancing")
     of its outstanding debt. Pursuant to the Refinancing, substantially all of
     the Partnership's existing debt was repaid, $105 million of 10.75% senior
     notes due 2006 (the "Senior Notes") were issued, and a credit agreement
     (the "Credit Agreement") was executed which provided for a revolving credit
     facility with total availability of $15 million. On December 2, 1996, the
     Credit Agreement was amended and restated to increase the availability on
     the revolving credit facility from $15 million to $35 million for a fee of
     $387,500. On March 31, 1998, the Company entered into an additional $3
     million senior unsecured credit facility to increase the line of credit to
     $38 million. In September 1998, proceeds from the senior unsecured facility
     were used to purchase $4 million of the Company's Senior Notes on the open
     market at 105% of principal plus accrued interest. As a result of the
     redemption, the Company recognized an extraordinary loss of $329,778, which
     represented the redemption premium plus recognition of a proportionate
     share of the associated deferred financing fees. In November 1998, the
     senior unsecured credit facility was increased to $8 million. On June 30,
     1999, the Company used proceeds from the $50 million of 10 3/8% senior
     notes due 2006 (Note 1) to purchase $1.3 million of the Senior Notes on the
     open market for 105% of principal plus accrued interest. On August 10,
     1999, the Company purchased an additional $2 million of the Senior Notes at
     105% of principal plus accrued interest. As a result of these redemptions,
     the Company recognized an extraordinary loss of $194,125 which represents
     the redemption premium plus recognition of a proportionate share of the
     associated deferred financing fees. In June 2000, the revolving credit
     facility was increased to $62 million. Effective January 2001, the
     revolving credit facility was increased to $80 million.

     Borrowings under the Credit Agreement bear interest at a rate equal to, at
     the option of the Company, either (i) the base rate (which is defined as
     the higher of the prime rate or the federal funds rate plus .5%) or (ii)
     LIBOR, in each case plus an applicable margin, as defined, determined by
     reference to the ratio of total debt to cash flow of the Company. At
     December 31, 2000 and 1999, the weighted-average interest rate was 10.2%
     and 9.1%, respectively, on outstanding borrowings.

     The obligations of the Partnership under the Credit Agreement are secured
     primarily by a first priority pledge of the stock of Adams Outdoor
     Advertising, Inc., the corporate general partner; a first priority pledge
     of the Partnership's interests; and a first priority lien on all the assets
     of the Partnership, with the exception of certain real estate assets which
     are subject to a negative pledge.

     The Credit Agreement contains, among other things, covenants restricting
     the ability of the Partnership to dispose of assets, make distributions to
     its partners, create liens, make capital expenditures, make certain
     investments or acquisitions, enter into transactions with affiliates, and
     otherwise restrict certain activities. The Credit Agreement also contains
     financial covenants related to minimum interest coverage, maximum leverage
     ratio, and a minimum fixed-charge coverage ratio. At December 31, 2000 and
     1999, the Company was in compliance with all covenants.
<PAGE>

                                     - 8 -

     The Credit Agreement expires on December 31, 2001. The Company is currently
     negotiating to extend or refinance beyond that date. Management believes
     the Company will be successful in their efforts.

     The 10.75% Senior Notes due 2006 were issued under an indenture dated March
     12, 1996 among the Company and the trustee of the notes. The notes are
     senior unsecured obligations of the Company ranking pari passu in right of
     payment with all existing and future senior indebtedness of the Company and
     senior in right of payment to all existing and future subordinated
     indebtedness of the Company that by its terms is subordinated in right of
     payment to the notes. The notes are effectively subordinated to all secured
     indebtedness of the Company to the extent of the value of the assets
     securing such indebtedness.

     The notes mature on March 15, 2006 and bear interest at an annual rate of
     10.75% from the date of issuance until maturity. Interest is payable
     semiannually in arrears on March 15 and September 15 to holders of record
     of the notes.

     The notes are redeemable at the option of the Company, in whole or in part,
     at any time on or after March 15, 2001 at the following redemption prices
     (expressed as a percentage of principal amount), together, in each case,
     with accrued and unpaid interest to the redemption date if redeemed during
     the 12-month period beginning on March 15 of each year, as listed below:

<TABLE>
<CAPTION>
              Year:
                <S>                              <C>
                2002                            103.583%
                2003                            101.792
                2004 and thereafter             100.000
</TABLE>

     Also, up to 25% of the notes are redeemable at the option of the Company in
     the event of a public equity offering.

     The Parent Senior Notes (Note 1) are unsecured obligations of AOA Holding
     and its 100% owned subsidiary, AOA Capital. The Parent Senior Notes mature
     on June 1, 2006 and bear interest at 10 3/8%. Interest is payable semi-
     annually in arrears on March 15 and September 15, commencing September 15,
     1999.

     The Parent Senior Notes are redeemable at the option of the Company, in
     whole or in part after June 1, 2003 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, as listed below:

<TABLE>
<CAPTION>
              Year:
                <S>                             <C>
                 2003                           105.188%
                 2004                           102.594
                 2005 and thereafter            100.000
</TABLE>

     Also, the Company may redeem the Parent Senior Notes in whole but not in
     part at any time during the nine-month period beginning on April 15, 2001
     at 100% of the aggregate principal plus accrued and unpaid interest in the
     event of a concurrent redemption by the Partnership of the outstanding
     Senior Notes.

     These indentures contain, among other things, covenants restricting the
     ability of the Company to incur additional indebtedness, make certain
     distributions, make certain investments, change the status of company
     subsidiaries, create liens, enter into transactions with affiliates,
     dispose of assets, enter into sale and leaseback transactions, make
     payments for consents, enter into any additional lines of business, and
     otherwise restrict certain activities.

     At December 31, 2000, the fair value of the Company's long-term debt based
     on quoted market prices for the same or similar issues or on the current
     rates offered to the Company for debt of similar remaining maturities was
     approximately $149.7 million.
<PAGE>

                                     - 9 -

     Annual minimum maturities of long-term debt based on amounts outstanding at
     December 31, 2000 are as follows:

<TABLE>
                <S>                             <C>
                2001                            $ 56,406,283
                2002                                 500,000
                2003                                       0
                2004                                       0
                2005                                       0
                Thereafter                       148,797,063
                                                ------------
                                                $205,703,346
                                                ============
</TABLE>

10.  EMPLOYEE BENEFIT PLAN

     The Company has a 401(k) deferred savings and profit-sharing plan.
     Employees must be at least age 21 and must have completed one year of
     service to participate in the plan. Employees may contribute up to 15% of
     their salaries, and the Company matches employee contributions at the rate
     of 50%, up to 6% of the employee's salary. The Company's contributions to
     the plan were approximately $255,000, $254,000, and $240,000 in 2000, 1999,
     and 1998, respectively.

11.  DEFERRED COMPENSATION BENEFITS

     Phantom Stock Agreements

     The Company has deferred compensation benefits referred to as phantom stock
     agreements with certain management personnel. The compensation is
     calculated using a multiple of the operating profit of a division or the
     Company for the year ending immediately prior to the determination date
     over the base cost, which is the assigned value of the division or the
     Company, at the date of the agreement's execution. The agreements provide
     for three equal annual payments to the participants on the determination
     date, which is defined as termination, death, disability, the sale of the
     Company, or the fifth anniversary of the agreement's execution. The Company
     incurred deferred compensation expense related to these agreements of
     $1,686,562, $2,261,909, and $4,098,470 as of December 31, 2000, 1999, and
     1998, respectively.

     Nonqualified Retirement Plans

     The Company also maintains certain nonqualified retirement plans (the
     "Plans") to provide deferred compensation benefits for certain members of
     management. The Company has established trusts (the "Trusts") for
     contributions to provide sources of funds for liabilities under the Plans.
     The Trusts are revocable and constitute unfunded arrangements, as their
     assets are subject to the claims of the Company's creditors in the event of
     insolvency, until such time as the obligations have been paid to plan
     participants in accordance with the Plans. Earnings of the trusts are
     allocated proportionately to participant accounts. During the years ended
     December 31, 2000, 1999, and 1998, the Company recorded deferred
     compensation expense of $240,000, $217,500, and $217,501, respectively, to
     these plans.

12.  COMMITMENTS AND CONTINGENCIES

     Operating Lease Commitments

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

                                    - 10 -

     Approximate future minimum lease payments under noncancelable operating
     leases with terms in excess of one year at December 31, 2000 are as
     follows:

<TABLE>
                <S>                             <C>
                2001                            $ 5,700,915
                2002                              4,954,032
                2003                              4,051,460
                2004                              3,340,851
                2005                              2,187,325
                Thereafter                       18,198,544
                                                -----------
                                                $38,433,127
                                                ===========
</TABLE>

     Rent expense incurred under operating leases aggregated $10,304,840,
     $8,617,282, and $7,315,000 for 2000, 1999, and 1998, respectively.

     Zoning Regulations

     In 1988, the city of Charlotte, North Carolina, adopted a comprehensive
     sign ordinance prohibiting the construction of virtually all new, off-
     premise outdoor advertising signs within the city limits and mandating that
     all nonconforming signs either be brought into compliance or be removed by
     February 1, 1998 at the owner's expense without payment of compensation.
     Through March 1998, the Company had received a total of 307 notices of
     violation ("NOVs"). The Company does not anticipate receiving any
     additional NOVs at this time. In 1998, the Company filed a lawsuit in the
     Superior Court of Mecklenburg County, North Carolina, challenging the
     constitutionality of the Charlotte sign ordinance. In 1998, the case was
     settled, and approximately 160 of the billboards in question must be
     removed at the Company's expense by December 5, 2002. This will result in a
     material adverse impact on the gross revenues and cash flow attributable to
     the Charlotte market but, in the opinion of management, not on the
     financial condition of the Company as a whole.

     In other localities in which the Company operates, outdoor advertising is
     subject to restrictive and, in some cases, prohibitive zoning regulations.
     Management expects federal, state, and local regulations to continue to be
     a significant factor in the operation of the Company's business.

     Litigation

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

     Concentration of Risks

     Approximately 0%, 2.9%, and 10.3% of the Company's net revenues for the
     years ended December 31, 2000, 1999, and 1998, respectively, were
     attributable to the tobacco products industry. In November 1998, the major
     U.S. tobacco companies (the "Tobacco Companies") reached an out-of-court
     settlement (the "Agreement") with 46 states, the District of Columbia, the
     Commonwealth of Puerto Rico, and four other U.S. territories (the "Settling
     States"). The remaining four states had already reached similar settlements
     with the Tobacco Companies. The Agreement called for the removal of tobacco
     advertising from out-of-home media, including billboards, along with signs
     and placards in arenas, stadiums, shopping malls, and video game arcades by
     April 23, 1999. Additionally, the Agreement provided that, at the Settling
     States' option, the Tobacco Companies must, at their expense, substitute
     for tobacco advertising alternative advertising which discourages youth
     smoking. That alternative advertising must remain in place for the duration
     of the Tobacco Companies' out-of-home media advertising contracts which
     existed as of the date of the Agreement. Although the extent of the future
     impact on operations is not known, the Company has been successful thus far
     in replacing tobacco advertising in its markets.
<PAGE>

13.  SUPPLEMENTAL CASH FLOW INFORMATION

     The following summarizes supplemental cash paid and noncash activities for
     the years ended December 31, 2000, 1999, and 1998:

<TABLE>
                                                         2000               1999               1998
                                                      -----------        -----------        -----------
<S>                                                   <C>                <C>                <C>

Supplemental disclosure of cash paid during the
 year for interest                                    $16,263,665        $14,812,345        $14,367,555
                                                      ===========        ===========        ===========
</TABLE>

14.  SEGMENT AND ENTERPRISE-WIDE INFORMATION

     The Company's primary business consists of its outdoor advertising
     operations. Beginning in 2000 with the acquisition of HSP, the Company's
     business expanded to printing operations. The Company evaluates the
     performance of its operations on the basis of gross revenues and operating
     income. The table below presents information about reported segments for
     2000, 1999, and 1998:

<TABLE>
<CAPTION>
                                 Outdoor             Printing                               Consolidated
                               Advertising          Operations         Eliminations          Operations
                               -----------          ----------         ------------         ------------
<S>                            <C>                  <C>                 <C>                  <C>
Gross revenues:
 2000                          $80,976,517          $8,535,435         $(1,608,687)          $87,903,265
 1999                           74,807,990                   0                   0            74,807,990
 1998                           71,591,716                   0                   0            71,591,716
Operating income:
 2000                           24,016,858           1,464,754                   0            25,481,612
 1999                           21,318,004                   0                   0            21,318,004
 1998                           16,378,146                   0                   0            16,378,146
</TABLE>

     The following are gross revenue and long-lived asset information by
     geographic area as of and for 2000, 1999, and 1998:

<TABLE>
<CAPTION>
                                         Sales                              Long-Lived Assets
                           -------------------------------          --------------------------------
                               U.S.               Foreign               U.S.               Foreign
                           -----------          ----------          -----------          -----------
<S>                        <C>                  <C>                 <C>                  <C>
Year ended:
 2000                      $80,976,517          $6,926,748          $82,747,077          $22,656,882
 1999                       74,807,990                   0           66,312,531                    0
 1998                       71,591,716                   0           62,458,059                    0
</TABLE>

15.  SUBSEQUENT EVENT

     On January 9, 2001, the Company acquired all of the assets of PNE Media LLC
     and Four Winds, Inc. used in the operation of their outdoor advertising
     businesses in Charleston, Orangeburg, and Florence, South Carolina. The
     total amount of consideration was approximately $19,000,000 in cash,
     financed by borrowings against the Company's revolving credit facilities.
     The transaction was accounted for as a purchase.