<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON D.C.  20549

                                 FORM 10-Q

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

                        For the quarterly period ended
                              September 30, 2000

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

                         Commission File No. 333-82145

  Minnesota                                         36-4298658
  (State or other jurisdiction of                   (IRS 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)

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

          Securities Registered Pursuant to Section 12(b) of the Act:
                                 None.

          Securities Registered Pursuant to Section 12(g) of the Act:
                         10 3/8% Senior Notes Due 2006



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
                                        ---     ---
<PAGE>

                        AOA HOLDING LLC AND SUBSIDIARIES
                                     INDEX
                                                                  Page Number
                                                                  -----------
PART I.  FINANCIAL INFORMATION

 Item 1.  Financial Statements

          Consolidated  Balance Sheets of  AOA Holding LLC and
          Subsidiaries as of September 30, 2000 (unaudited) and
          December 31, 1999...........................................   1

          Consolidated Statements of Operations of
          AOA Holding LLC and Subsidiaries for the quarters and nine
          months ended September 30, 2000 and 1999 (unaudited)........   2

          Consolidated Statement of Changes in Member's
          Deficit of AOA Holding LLC and Subsidiaries
          for the nine months ended September 30, 2000 (unaudited)....   3

          Consolidated Statements of Cash Flows of AOA Holding LLC and
          Subsidiaries for the nine months ended  September 30, 2000
          and 1999 (unaudited)........................................   4

          Notes to Interim Consolidated Financial Statements of
          AOA Holding LLC and Subsidiaries (unaudited)................   5

 Item 2.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations.........................   7



PART II.  OTHER INFORMATION

 Item 1.  Legal Proceedings..........................................   12
 Item 2.  Changes in Securities......................................   12
 Item 3.  Defaults Upon Senior Securities............................   12
 Item 4.  Submission of Matters to a Vote of Security Holders........   12
 Item 5.  Other Information..........................................   12
 Item 6.  Exhibits and Reports on Form 8-K...........................   12

SIGNATURES...........................................................   13

                                       i
<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
                          CONSOLIDATED BALANCE SHEETS
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                            September 30,
                                                                                                2000                 December 31,
                    ASSETS                                                                   (unaudited)                1999
                                                                                         -------------------      -----------------
<S>                                                                                         <C>                     <C>
Current assets:
   Cash and cash equivalents                                                                  $  1,934                  $   1,616
   Investments                                                                                   2,937                      3,166
   Accounts receivable, less allowance for doubtful accounts of
     $1,365 and $1,167 at September 30, 2000 and December 31, 1999,
     respectively                                                                               14,947                      9,017
   Receivables from related parties                                                                  8                         45
   Inventories                                                                                     459                         93
   Prepaid rent                                                                                  3,903                      2,993
   Prepaid expenses                                                                                850                        680
                                                                                              --------                  ---------

     Total current assets                                                                       25,038                     17,610

Property, plant and equipment, net                                                              61,104                     56,526
Intangible assets, net                                                                          43,428                      9,787
Other assets                                                                                        60                         66
                                                                                              --------                  ---------

                                                                                              $129,630                  $  83,989
                                                                                              ========                  =========
                                                 LIABILITIES AND MEMBER'S DEFICIT

Current liabilities:
   Bank loan                                                                                  $    301                  $      -
   Current portion of long-term debt                                                             5,136                         -
   Accounts payable                                                                              1,846                        926
   Interest payable                                                                              1,339                      4,820
   Accrued expenses and other liabilities                                                        3,843                      3,361
   Deferred compensation                                                                           241                        734
                                                                                              --------                  ----------

     Total current liabilities                                                                  12,706                      9,841

Long-term debt, less current portion                                                           206,439                    168,947
Deferred compensation                                                                            6,991                      6,226
                                                                                              --------                  ---------

     Total liabilities                                                                         226,136                    185,014

Commitments and contingencies (Note 4)


Member's deficit                                                                               (96,506)                   (101,025)
                                                                                              --------                  ----------


                                                                                              $129,630                  $   83,989
                                                                                              ========                  ==========

</TABLE>
See accompanying notes to unaudited interim consolidated financial statements.


                                    1



<PAGE>


                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                            (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                        Quarter Ended                         Nine Months Ended
                                                                         September 30,                           September 30,
<S>                                                            <C>                   <C>                   <C>            <C>
                                                                 2000                  1999                  2000           1999
                                                               -------               -------               -------        -------
Gross Revenues                                                 $26,051               $20,226               $66,986        $56,152
   Less agency commissions                                       2,029                 1,858                 5,476          5,122
                                                               -------               -------               -------        -------
     Net outdoor advertising revenue                            24,022                18,368                61,510         51,030


Operating expenses:
   Direct advertising expenses                                  11,849                 8,499                30,829         24,774
   Corporate general and
    administrative                                                 807                   946                 2,382          2,244
   Depreciation and amortization                                 2,508                 1,466                 5,968          5,231
   Deferred compensation                                           510                   360                 1,230          1,230
                                                               -------               -------               -------        -------
     Total operating expenses                                   15,674                11,271                40,409         33,479
                                                               -------               -------               -------        -------
     Operating income                                            8,348                 7,097                21,101         17,551
                                                               -------               -------               -------        -------
Other expenses (income):
   Interest expense                                              5,544                 4,581                14,983         12,001
   Interest expense - related parties                              697                     -                 1,301              -
   Payments to partners                                              -                     -                     -          2,500
   Other (income) expenses, net                                    (19)                    4                    24            (10)
   Loss (gain) on disposal of
    property, plant and equipment, net                               1                   (63)                   49            (42)
                                                               -------               -------               -------        -------
     Total other expenses                                        6,224                 4,522                16,358         14,449
                                                               -------               -------               -------        -------
     Income before taxes and
      extraordinary loss on early extinguishment of              2,124                 2,575                 4,743          3,102
        debt

     Extraordinary loss on early
      extinguishment of debt                                         -                  (194)                    -           (194)
     Income tax provision                                          155                     -                   224              -
                                                               -------               -------               -------        -------
     Net income                                                $ 1,969               $ 2,381               $ 4,519        $ 2,908
                                                               =======               =======               =======        =======
</TABLE>

See accompanying notes to unaudited interim consolidated financial statements.


                                       2
<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
             CONSOLIDATED STATEMENT OF CHANGES IN MEMBER'S DEFICIT
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                  (Unaudited)
                            (Dollars in Thousands)



                                                      MEMBER'S
                                                       DEFICIT
                                                      ---------

BALANCE, DECEMBER 31, 1999                            $(101,025)

NET INCOME                                                4,519

DISTRIBUTIONS                                                 -
                                                      ---------

BALANCE, SEPTEMBER 30, 2000                           $ (96,506)
                                                      =========




See accompanying notes to unaudited interim consolidated financial statements.


                                       3
<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                           (Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                       September 30,
                                                                                 2000                1999
                                                                               --------            ----------
<S>                                                                           <C>                  <C>
Cash flows from operating activities:
   Net Income                                                                  $  4,519              $  2,908
   Adjustments to reconcile net income to cash
     provided by operating activities:
       Depreciation                                                               4,803                 4,559
       Amortization of intangible assets                                          1,165                 1,088
       Deferred compensation expense                                              1,230                 1,230
       Payments of deferred compensation                                           (683)               (4,044)
       Barter (income) loss                                                        (123)                   27
       Loss (gain) on disposals of property, plant and
         equipment, net                                                              49                   (42)
       Purchases of investments                                                       -                  (598)
       Extraordinary loss                                                             -                   194

       Changes in assets and liabilities:
         Increase in accounts receivable, net                                    (6,347)               (1,504)
         Decrease in inventories                                                     38                     6
         Increase in prepaid rent and other prepaid expenses                       (881)                 (522)
         Increase in other assets                                                     -                  (144)
         Increase in accounts payable and accrued expenses                          316                   527
         Decrease in interest payable                                            (3,481)               (2,549)
                                                                               --------            ----------

           Net cash provided by operating activities                                605                 1,136

Cash flows from investing activities:
         Additions to property, plant and equipment                              (5,986)               (7,055)
         Proceeds from sale of property, plant
            and equipment                                                           490                    71
         Purchase of Horizon Outdoor, net of cash acquired                      (15,369)                    -
         HSP purchase price adjustment                                            1,653                     -
                                                                               --------            ----------

           Net cash used in investing activities                                (19,211)               (6,984)

Cash flows from financing activities:
       Debt financing costs                                                        (886)               (1,846)
       Payments on long-term debt                                               (32,937)              (27,119)
       Advances on revolving line of credit                                      52,748                20,688
       Premium on Senior Notes redemption                                             -                  (194)
       Proceeds from long-term debt                                                   -                50,000
       Distributions to partners                                                      -               (33,999)
                                                                               --------            ----------

         Net cash provided by financing activities                               18,925                 7,530
                                                                               --------            ----------


               Net increase in cash and cash equivalents                            318                 1,682


Cash and cash equivalents at beginning of period                                  1,616                 1,687
                                                                               --------            ----------

Cash and cash equivalents at end of period                                     $  1,934              $  3,369
                                                                               ========            ==========


See accompanying notes to unaudited interim consolidated financial statements.

                                       4


</TABLE>

<PAGE>

                   AOA HOLDING LLC AND SUBSIDIARIES (Note 3)

              NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                              September 30, 2000
                                  (Unaudited)

(1)  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.


(2)  Offering

In May 1999, following the 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

                                       5
<PAGE>

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.


(3)  Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared
by AOA Holding in accordance with the instructions for Form 10-Q and therefore
do not include all information and footnotes necessary for a fair presentation
of financial position, results of operations, and cash flows in conformity with
generally accepted accounting principles.  However, in the opinion of
management, all adjustments, which consist of normal recurring accruals
necessary for a fair presentation of the information for the periods presented
have been made.  Certain information and footnote disclosures normally included
in consolidated financial statements prepared in accordance with generally
accepted accounting principles have been considered or omitted pursuant to such
rules and regulations.  Although the Company believes that the disclosures are
adequate to make the information presented not misleading, it is suggested that
these consolidated financial statements be read in conjunction with the
predecessor companies, Adams Inc.'s and Adams Partnership's, Annual reports on
Form 10-K.  Certain reclassifications have been made to prior year amounts to
conform with the current year presentation.

The transfer of ownership of Adams Inc. and Adams Partnership to AOA Holding has
been accounted for as a reorganization of entities under common control similar
to a pooling of interests.  Therefore, the consolidated financial statements of
AOA Holding for the periods prior to its formation include the accounts of Adams
Inc. and Adams Partnership, the predecessor companies, and for the periods
subsequent to its formation, the Company and its majority owned subsidiaries.
All significant intercompany transactions and balances have been eliminated.


(4)  Acquisitions

On March 9, 2000, two indirect wholly-owned subsidiaries of the Partnership
together acquired all of the outstanding stock of HSP Graphics, a company with
which the Partnership has been doing business for a number of years.  The total
purchase price was $21.0 million.  Approximately $21.4 million of goodwill was
recorded as a result of this purchase, which will be amortized over a period of
20 years.  The acquisition was financed by issuing Notes Payable to the former
owners, which are payable over a 1 year period.

On June 28, 2000, the Partnership acquired all of the outstanding stock of
Horizon Outdoor, an outdoor advertising company in Charlotte, NC, for $15.5
million in cash at closing and $1.5 million in cash to be paid over the next 18
months.  Approximately $14.2 million of goodwill was generated as a result of
this purchase, which will be amortized over a period of 20 years.  The
acquisition was financed by borrowing against the Partnership's revolving line
of credit.

The above purchase price allocations under Accounting Principles Board Opinion
No. 16, "Business Combinations", were based on preliminary information.
Subsequent adjustments may be made.

                                       6
<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Certain matters discussed in this Quarterly Report on Form 10-Q are "forward-
looking statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995.  These
forward-looking statements can generally be identified as such because the
context of the statement will include forward-looking terminology such as
"believes," "anticipates," "expects,"  "would," "estimate," "continue," or the
negative thereof or variations thereon or comparable terminology.  Similarly,
statements that describe the Company's future plans, objectives or goals are
also forward-looking statements.  Such forward-looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those anticipated as of the date of this report.  Certain of
such risks and uncertainties are described in close proximity to such forward-
looking statements.  Other factors that could effect such results, performance
or achievement are set forth in "Risk Factors" in Amendment No. 3 to the
Company's Registration Statement on Form S-4 (Registration No. 333-03338) as
updated by the Company's Annual Report on Form 10-K for the year ended December
31, 1999 including those risks to the Company presented by financial leverage,
government regulation with respect to zoning, restrictions on outdoor
advertising by the tobacco industry, competition and general economic
conditions.


Results of Operations

Quarter Ended September 30, 2000 Compared With Quarter Ended September 30, 1999
-------------------------------------------------------------------------------

Net revenues (gross revenues net of agency commissions) for the quarter ended
September 30, 2000 of $24.0 million increased by 30.8% from $18.4 million for
the comparable period in 1999.  This increase resulted from higher advertising
rates and an increase in the number of displays sold, as well as revenues
generated by HSP Graphics.

Direct advertising expenses for the quarter ended September 30, 2000 of $11.8
million increased by 39.4% from $8.5 million for the comparable period 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 Graphics.

Corporate general and administrative expenses for the quarter ended September
30, 2000 of $807,000 decreased by 14.6% from $946,000 for the comparable period
in 1999.  This decrease was attributable to a decrease in corporate taxes,
directors' fees and managers' meeting expenses for the third quarter of 2000.

Depreciation and amortization for the quarter ended September 30, 2000 of $2.5
million increased by 71.1% from $1.5 million for the comparable period in 1999.
Depreciation expense increased due to acquisitions and new builds, and
amortization expense increased due to the amortization of goodwill for HSP
Graphics and Horizon Outdoor Advertising.

Deferred compensation expense for the quarter ended September 30, 2000 of
$510,000 increased by 41.7% from $360,000 for the comparable period in 1999.

Interest expense for the quarter ended September 30, 2000 of $6.2 million
increased by 36.2% from $4.6 million for the third quarter of 1999.  For the
quarters ended September 30, 2000 and September 30, 1999, the effective interest
rates were 10.7% and 10.2%, respectively, on average outstanding balances of
$208.5 million and  $173.8 million, respectively.

                                       7
<PAGE>

During the quarter ended September 30, 1999, the Company incurred an
extraordinary loss of $194,000 on the early extinguishment of $3.3 million of
its Senior Notes.

Net income for the quarter ended September 30, 2000 decreased to $2.0 million
from $2.4 million for the comparable period in 1999 as a result of the items
discussed above.

Operating Cash Flow is defined as operating income (loss) before (i)
depreciation and amortization expenses and (ii) deferred compensation expense.
As a partnership, the Company is not subject to federal corporate income tax.
Operating Cash Flow is not intended to represent net cash provided by operating
activities as defined by generally accepted accounting principles and should not
be considered as an alternative to net income or loss as an indicator of the
Company's operating performance or to net cash provided by operating, investing
and financing activities as a measure of liquidity or ability to meet cash
needs.  The Company believes Operating Cash Flow is a measure commonly reported
and widely used by analysts, investors and other interested parties in the media
industry.  Accordingly, this information is disclosed herein to permit a more
complete comparative analysis of the Company's performance relative to other
companies in the media industry.  Operating Cash Flow for the quarter ended
September 30, 2000 of $11.4 million increased by 27.4% from $8.9 million for the
comparable period in 1999.



Results of Operations

Nine Months Ended September 30, 2000 Compared With Nine Months Ended September
------------------------------------------------------------------------------
30, 1999
--------

Net revenues (gross revenues net of agency commissions) for the nine months
ended September 30, 2000 of $61.5 million increased by 20.5% from $51.0 million
for the comparable period in 1999.  This increase resulted from higher
advertising rates and an increase in the number of displays sold, as well as
revenues generated by HSP Graphics since the purchase date.

Direct advertising expenses for the nine months ended September 30, 2000 of
$30.8 million increased by 24.4% from $24.8 million for the comparable period 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 Graphics
since the purchase date.

Corporate general and administrative expenses for the nine months ended
September 30, 2000 of $2.4 million increased by 6.1% from $2.2 million for the
comparable period in 1999.  This increase was attributable to an increase in
corporate taxes, as well as the monthly dues paid to the Outdoor Advertising
Association of America, which were expensed at the plant level during the first
nine months of 1999.

Depreciation and amortization for the nine months ended September 30, 2000 of
$6.0 million increased by 14.1% from $5.2 million for the comparable period in
1999, primarily due to the amortization of goodwill for HSP Graphics and Horizon
Outdoor Advertising.

Deferred compensation expense for the nine months ended September 30, 2000 of
$1.2 million did not change from the comparable period in 1999.

Interest expense for the nine months ended September 30, 2000 of $16.3 million
increased by 35.7% from $12.0 million for the comparable period in 1999.  For
the nine months ended September 30, 2000 and September 30, 1999, the effective
interest rates were 10.4% and 10.1%, respectively, on average outstanding
balances of  $195.0 million and  $153.9 million, respectively.

                                       8
<PAGE>

During the nine months ended September 30, 1999, the Company incurred an
extraordinary loss of $194,000 on the early extinguishment of $3.3 million of
its Senior Notes.

Net income for the nine months ended September 30, 2000 increased to $4.5
million from $2.9 million for the comparable period in 1999 as a result of the
items discussed above.

Operating Cash Flow is defined as operating income (loss) before (i)
depreciation and amortization expenses and (ii) deferred compensation expense.
As a partnership, the Company is not subject to federal corporate income tax.
Operating Cash Flow is not intended to represent net cash provided by operating
activities as defined by generally accepted accounting principles and should not
be considered as an alternative to net income or loss as an indicator of the
Company's operating performance or to net cash provided by operating, investing
and financing activities as a measure of liquidity or ability to meet cash
needs.  The Company believes Operating Cash Flow is a measure commonly reported
and widely used by analysts, investors and other interested parties in the media
industry.  Accordingly, this information is disclosed herein to permit a more
complete comparative analysis of the Company's performance relative to other
companies in the media industry.  Operating Cash Flow for the nine months ended
September 30, 2000 of $28.3 million increased by 17.9% from $24.0 million for
the comparable period in 1999.


Liquidity and Capital Resources

In 1996 the Company's subsidiaries, Adams Outdoor Advertising Limited
Partnership, together with Adams Outdoor Advertising Inc. placed $105 million of
their 10 3/4% Senior Notes due 2006 issued under an indenture and entered into a
Credit Facility (the "Credit Facility). As part of the Refinancing,
substantially all of the Company's outstanding debt was refinanced.  As a result
of the Refinancing, the average maturities of the Company's debt were extended
to 2006. In May 1999, AOA Holding, together with its wholly-owned subsidiary,
AOA Capital, placed $50 million of Senior Notes at 10 3/8% due 2006 issued under
an indenture.

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.  As a result of the Refinancing, the Company's
interest expense has increased due to the higher weighted average interest rate.

The Company's primary sources of cash are net cash generated from operating
activities and borrowings under the Credit Facility.  The Company's net cash
provided by operations decreased significantly to $605,000 for the nine months
ended September 30, 2000 from $1.1 million for the nine months ended September
30, 1999.

The Company expects that its capital expenditures during 2000 will be
approximately $11.0 million and will be primarily for new billboard construction
and the upgrading of existing displays. The Company made capital expenditures of
$6.0 million during the nine months ended September 30, 2000 compared to $7.1
million during the nine months ended September 30, 1999.

At September 30, 2000 and December 31, 1999, the Company's accrued liability for
deferred compensation payable under phantom stock agreements with key employees
was $4.3 million and $3.8 million, respectively, in the aggregate. The Credit
Facility and the Indenture permit the payment of the deferred compensation when
due, subject to certain annual limitations.  Such payments are scheduled to be
paid during the 1998 through 2002 period.  During the nine months ended
September 30, 2000, payments of deferred compensation totaled $730,000.

                                       9
<PAGE>

The Company has revolving credit facilities of up to $65 million, $35 million
secured and $30 million unsecured.  At September 30, 2000, the outstanding
borrowings were $58.5 million. Substantially all of the assets of the Company
are pledged to secure indebtedness under the secured credit facility. The
agreement governing the secured credit facility contains a number of covenants
that are more restrictive than those contained in the Indenture, including
covenants requiring the Company to maintain certain financial ratios that become
more restrictive over time.  Adverse operating results could cause noncompliance
with one or more of these covenants, reducing the Company's borrowing
availability and, in certain circumstances, entitling the lenders to accelerate
the maturity of outstanding borrowings.

The Company believes that net cash provided from operations and available credit
under its credit facilities will be sufficient to meet its cash needs for its
current operations, required debt payments, anticipated capital expenditures and
deferred compensation payments for the next twelve months.


Acquisitions

On March 9, 2000, two indirect wholly-owned subsidiaries of the Partnership
together acquired all of the outstanding stock of HSP Graphics, a company with
which the Partnership has been doing business for a number of years.  The total
purchase price was $21.0 million.  Approximately $21.4 million of goodwill was
recorded as a result of this purchase, which will be amortized over a period of
20 years.  The acquisition was financed by issuing Notes Payable to the former
owners, which are payable over a 1 year period.

On June 28, 2000, the Partnership acquired all of the outstanding stock of
Horizon Outdoor, an outdoor advertising company in Charlotte, NC, for $15.5
million in cash at closing and $1.5 million in cash to be paid over the next 18
months.  Approximately $14.2 million of goodwill was generated as a result of
this purchase, which will be amortized over a period of 20 years.  The
acquisition was financed by borrowing against the Partnership's revolving line
of credit.

The above purchase price allocations under Accounting Principles Board Opinion
No. 16, "Business Combinations", were based on preliminary information.
Subsequent adjustments may be made.


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 quarter are slightly lower than
the other quarters, management does not believe that seasonality has a
significant impact on the operations or cash flow of the Company.


Information contained in this 10-Q 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,"

                                       10
<PAGE>

"estimate," or "continue" or the negative thereof or other variations thereon or
comparable terminology. Certain factors, including financial leverage,
government regulation with respect to zoning and restrictions on outdoor
advertising by the tobacco industry, competition and general economic condition
could cause actual results to differ materially from those in such forward-
looking statements.



Year 2000 Compliance

Overview

The "Year 2000 issue" has had no significant effect on the Company, and the
Company does not believe that a significant future impact is likely.


New Accounting Standards

In September 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." In July 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB Statement No. 133 - An Amendment to FASB
Statement No. 133.  This statement delayed the effective date of SFAS No. 133
for one year and is effective for the Company beginning January 1, 2001.  This
statement establishes accounting and reporting standards requiring that every
derivative instrument (including certain instruments embedded in other
contracts) be recorded in the balance sheet as either an asset or a liability
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.

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<PAGE>

                          PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

  None.

ITEM 2.  CHANGES IN SECURITIES

  During the period covered by this Report, the constituent instruments defining
the rights of the holders of registered securities were not materially modified,
nor were the rights evidenced by the registered securities limited or qualified
by the issuance or modification of any other class of securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

  During the period covered by this Report, there has been no material default
with respect to any indebtedness of the Registrants.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

  None.

ITEM 5.  OTHER INFORMATION

  None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a) The following exhibits are included herein:

      (27)  Financial data schedule

  (b) No reports on Form 8-K have been filed during the quarter for which
      the report is filed.

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<PAGE>

                                 SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  November 14, 2000       AOA HOLDING LLC




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


                               By   /s/ Abe Levine
                                    --------------
                                    Abe Levine
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)




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