ADAMS OUTDOOR ADVERTISING LTD PARTNERSHIP
8-K, 1998-08-28
ADVERTISING
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<PAGE>
 
                                   Form 8-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 Or 15(d) of the Securities Exchange Act of 1934

                                August 21, 1998
               Date of Report (Date or earliest event reported):

                 ADAMS OUTDOOR ADVERTISING LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                <C>                                  <C>
MINNESOTA                                       333-3338                           41-1540241
(State or other jurisdiction of            Commission File No.                   (I.R.S. Employer
 incorporation or organization)                                                 Identification No.)
</TABLE>
                                        
                              ____________________

                        ADAMS OUTDOOR ADVERTISING, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                <C>                                  <C>
MINNESOTA                                       333-3338-01                           41-1540245
(State or other jurisdiction of            Commission File No.                   (I.R.S. Employer
 incorporation or organization)                                                 Identification No.)
</TABLE>
- --------------------------------------------------------------------------------
1380 West Paces Ferry Road, N.W.                  (404) 233-1366
Suite 170, South Wing                             (Registrant's telephone number
Atlanta, GA  30327                                 including area code)
(Address of principal executive offices)
- --------------------------------------------------------------------------------

ITEM 4.  CHANGE IN REGISTRANT'S ACCOUNTANTS

(a)  The Registrant has dismissed KPMG Peat Marwick LLP as independent
     accountants as of August 21, 1998. The decision to change accountants was
     recommended by the board of directors. During the registrants two most
     recent fiscal years preceding the dismissal and through August 21, 1998
     there were not any disagreements with KPMG Peat Marwick LLP on any matter
     of accounting principles or practices, financial statement disclosure, or
     auditing scope or procedure. A letter regarding change in certifying
     accountants is attached as Exhibit 16.

(b)  The Registrant engaged Arthur Andersen LLP as its new independent
     accountants as of August 21, 1998. During the two most recent fiscal years
     and through August 21, 1998 the Registrant (or someone on its behalf) has
     not consulted with Arthur Andersen LLP regarding (1) the application of
     accounting principles to a specified transaction, either completed or
     proposed, or the type of audit opinion that might be rendered on the
     Registrant's financial statements or (2) any matter that was either the
     subject matter of a disagreement or a reportable event.
<PAGE>
 
ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

     A.  EXHIBITS

         Exhibit 16 Letter re change certifying accountants
<PAGE>
 
                                   SIGNATURES

          Pursuant to the requirements 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.


Date:  August 21, 1998                       ADAMS OUTDOOR ADVERTISING, L.P.
                                             /s/  Abe Levine
                                             Chief Financial Officer

<PAGE>
 
              [LETTERHEAD OF KPMG PEAT MARWICK LLP APPEARS HERE]


                                                                 August 26, 1998


Mr. Abe R. Levine
Chief Financial Officer
Adams Outdoor Advertising Limited
Partnership and Adams Outdoor
Advertising, Inc.
1380 West Paces Ferry Road N.W.
Suite 170, South Wing
Atlanta, Georgia 30327


Dear Mr. Levine:


This is to confirm that the client-auditor relationship between Adams Outdoor 
Advertising Limited Partnership and Adams Outdoor Advertising, Inc. and KPMG 
Peat Marwick LLP has ceased.  



                                                Very truly yours,

                                                /s/KPMG Peat Marwick LLP


cc: Chief Accountant
    Securities and Exchange Commission


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