8-K, 2001-01-19
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                            Washington, D.C.  20549


                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): January 9, 2001

            (Exact name of registrant as specified in its charter)


<S>                                                       <C>                  <C>
          Minnesota                                        333-3338                41-1540241
(State or other jurisdiction of                           (Commission            (IRS Employer
incorporation or organization)                             File No.)           Identification No.)


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

          Minnesota                                        333-3338-01             41-1540245
(State or other jurisdiction of                           (Commission            (IRS Employer
incorporation or organization)                             File No.)           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)

Item 2.    Acquisition or Disposition of Assets.

           On January 9, 2001, Adams Outdoor Advertising Limited Partnership, a
Minnesota limited partnership (the "Company"), acquired the assets of PNE Media,
LLC ("PNE") and Four Winds, Inc. ("Four Winds") used in the operation of the
outdoor advertising business operated by PNE and Four Winds from their offices
in Charleston, Orangeburg and Florence, South Carolina.  The acquisition
occurred pursuant to the terms of an Asset Purchase Agreement made and entered
into as of January 1, 2001 by and between PNE, Four Winds and the Company (the
"Asset Purchase Agreement").  Pursuant to the terms of the Asset Purchase
Agreement, the assets were acquired by the Company for a purchase price of
$19,000,000, subject to adjustment, payable as set forth in the Asset Purchase

           The purchase price was determined by negotiation with the sellers and
was based on an evaluation by the Company of the probable cash flow to be
generated by the acquired assets, the cost of duplicating or replacing the
acquired assets and other similar factors. The Company financed the purchase
price and certain fees and expenses associated therewith from the proceeds of
borrowings under an existing credit facility agented by the Canadian Imperial
Bank of Commerce.

Item 7.    Financial Statements and Exhibits

           (a) (4); (b) (2) It is currently impracticable to provide the
required financial statements and pro forma financial information for the
transaction described in Item 2 above at the time of this Report on Form 8-K.
The required financial statements and pro forma financial information shall be
filed under cover of a Form 8-K as soon as is practicable, but not later than 60
days of the filing of this report on Form 8-K.

           (c)    Exhibits

           Exhibit Number    Description
           --------------    -----------

                99.1         Asset Purchase Agreement dated as January 1, 2001
                             by and between PNE Media, LLC and Four Winds, Inc.
                             and Adams Outdoor Limited Partnership



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


                              By:  Adams Outdoor Advertising, Inc., its
                                   general partner

                              By:  /s/ J. Kevin Gleason
                                   J. Kevin Gleason, Chief Executive Officer

                              ADAMS OUTDOOR ADVERTISING, INC.

                              By:  /s/ J. Kevin Gleason
                                   J. Kevin Gleason, Chief Executive Officer


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