UNIVERSAL OUTDOOR HOLDINGS INC, S-1/A, 1996-09-26

UNIVERSAL OUTDOOR HOLDINGS INC
S-1/A, 1996-09-26
ADVERTISING

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 26, 1996

REGISTRATION NO. 333-12457

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------

AMENDMENT NO. 1
TO
FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
UNIVERSAL OUTDOOR HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7312 36-3766705
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
</TABLE>

----------------

321 NORTH CLARK STREET, SUITE 1010
CHICAGO, ILLINOIS 60610
(312) 644-8673
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive office)
----------------

PAUL G. SIMON
GENERAL COUNSEL
UNIVERSAL OUTDOOR HOLDINGS, INC.
321 NORTH CLARK STREET, SUITE 1010
CHICAGO, ILLINOIS 60610
(312) 644-8673
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------

WITH COPIES TO:

<TABLE>
<S> <C>
LELAND E. HUTCHINSON STACY J. KANTER
WINSTON & STRAWN SKADDEN, ARPS, SLATE, MEAGHER & FLOM
35 WEST WACKER DRIVE 919 THIRD AVENUE
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10022
(312) 558-5600 (212) 735-3000
</TABLE>

----------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Section 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
----------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

CROSS-REFERENCE SHEET

<TABLE>
<CAPTION>
FORM S-1 ITEM NUMBER AND HEADING PROSPECTUS CAPTION OR PAGE
- ------------------------------------------------------------------- ---------------------------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside Front Registration Statement Cover; Outside Front Cover
Cover Page of Prospectus................................ Page of Prospectus

2. Inside Front and Outside Back Cover Pages of Inside Front Cover Page; Available Information;
Prospectus.............................................. Outside Back Cover Page

3. Summary Information, Risk Factors and Ratio of Earnings Prospectus Summary; Risk Factors; Business
to Fixed Charges........................................

4. Use of Proceeds......................................... Prospectus Summary; Use of Proceeds

5. Determination of Offering Price......................... Underwriting

6. Dilution................................................ Not Applicable

7. Selling Security Holders................................ Principal and Selling Stockholders

8. Plan of Distribution.................................... Outside Front Cover Page of Prospectus;
Underwriting

9. Description of Securities to Be Registered.............. Description of Capital Stock

10. Interests of Named Experts and Counsel.................. Not Applicable

11. Information with Respect to the Registrant.............. Prospectus Summary; Risk Factors; The Transactions;
Use of Proceeds; Dividend Policy; Price Range of
Common Stock; Capitalization; Selected Consolidated
Financial and Operating Data; Management's
Discussion and Analysis of Financial Condition and
Results of Operations; Business; Management;
Certain Transactions; Principal and Selling
Stockholders; Description of Capital Stock; Shares
Eligible for Future Sale; Description of
Indebtedness and Other Commitments; Experts;
Available Information; Consolidated Financial
Statements

12. Disclosure of Commission Position on Indemnification for
Securities Act Liabilities.............................. Not Applicable
</TABLE>
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO THE REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE>
SUBJECT TO COMPLETION

DATED SEPTEMBER 26, 1996

[LOGO]
5,750,000 SHARES
UNIVERSAL OUTDOOR HOLDINGS, INC.

COMMON STOCK
----------

Of the shares of Common Stock ("Common Stock") offered hereby (the
"Offering"), 5,000,000 shares are being sold by Universal Outdoor Holdings, Inc.
("Universal Outdoor" or the "Company") and 750,000 shares are being sold by
certain selling stockholders named herein (the "Selling Stockholders"). See
"Principal and Selling Stockholders." The Company will not receive any of the
proceeds from the sale of Common Stock by the Selling Stockholders.

The Common Stock is quoted on the Nasdaq National Market under the symbol
"UOUT." On September 24, 1996, the last reported sale price for the Common
Stock, as reported on the Nasdaq National Market, was $33.50 per share. See
"Price Range of Common Stock."

Following the Offering, Universal Outdoor, Inc., a wholly-owned subsidiary
of the Company, intends to offer $200 million aggregate principal amount of its
Senior Subordinated Notes due 2006 (the "New Notes") by a separate prospectus
(the "Notes Offering," and together with the Offering, the "Offerings"). Certain
terms of the Notes Offering are set forth in "Description of Indebtedness and
Other Commitments."

--------------

THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 9 HEREOF.
-------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PRICE UNDERWRITING PROCEEDS PROCEEDS TO
TO DISCOUNTS AND TO SELLING
PUBLIC COMMISSIONS COMPANY(1) STOCKHOLDERS
<S> <C> <C> <C> <C>
Per Share.................... $ $ $ $
Total(2)..................... $ $ $ $
</TABLE>

(1) Before deducting expenses of the Offering payable by the Company estimated
at $750,000.

(2) The Company has granted the Underwriters a 30-day option to purchase up to
862,500 additional shares of Common Stock solely to cover over-allotments,
if any. To the extent that the option is exercised, the Underwriters will
offer the additional shares at the Price to Public shown above. If the
option is exercised in full, the total Price to Public, Underwriting
Discounts and Commissions, Proceeds to Company and Proceeds to Selling
Stockholders will be $ , $ , $ and $ ,
respectively. See "Underwriting" and "Selling Stockholders."
--------------

The shares of Common Stock are offered by the several Underwriters subject
to prior sale, when, as and if delivered to and accepted by them, and subject to
the right of the Underwriters to reject any order in whole or in part. It is
expected that delivery of the shares of Common Stock will be made at the offices
of Alex. Brown & Sons Incorporated, Baltimore, Maryland, on or about October ,
1996.

ALEX. BROWN & SONS
INCORPORATED

BEAR, STEARNS & CO. INC.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

THE DATE OF THIS PROSPECTUS IS , 1996.

<PAGE>
[INSIDE COVER PAGE]

--------------

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE NASDAQ NATIONAL MARKET, THE OVER-THE-
COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED
AT ANY TIME.

IN CONNECTION WITH THE OFFERING, CERTAIN UNDERWRITERS OR THEIR AFFILIATES
MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON THE
NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 10b-6A UNDER THE SECURITIES
EXCHANGE ACT OF 1934. SEE "UNDERWRITING."

2
<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS, INCLUDING NOTES THERETO,
APPEARING ELSEWHERE IN THIS PROSPECTUS. AS USED HEREIN, THE "COMPANY" MEANS
UNIVERSAL OUTDOOR HOLDINGS, INC., TOGETHER WITH ITS CONSOLIDATED SUBSIDIARIES,
UNLESS THE CONTEXT OTHERWISE REQUIRES. "UOI" REFERS TO UNIVERSAL OUTDOOR, INC.
AND ITS CONSOLIDATED SUBSIDIARIES, WHICH CONSTITUTE THE OPERATING SUBSIDIARIES
OF THE COMPANY. UNLESS OTHERWISE SPECIFIED, THE PROSPECTUS ASSUMES (I) THE
COMPLETION OF THE TRANSACTIONS (AS DEFINED) SCHEDULED OR ANTICIPATED TO OCCUR,
(II) THE COMPLETION OF THE OFFERING AT A PRICE OF $32.00 PER SHARE, AND (III) NO
EXERCISE OF THE UNDERWRITER'S OVER-ALLOTMENT OPTION. THE "TRANSACTIONS" CONSIST
OF THE ACQUISITION OF OUTDOOR ADVERTISING HOLDINGS, INC. BY AN INDIRECT
SUBSIDIARY OF UOI PURSUANT TO A MERGER OF SUCH INDIRECT SUBSIDIARY WITH AND INTO
OUTDOOR ADVERTISING HOLDINGS, INC. (THE "POA ACQUISITION"), THE DEBT TENDER
OFFERS (AS DEFINED), THE EXECUTION OF THE NEW CREDIT FACILITY (AS DEFINED), THE
MEMPHIS/TUNICA ACQUISITION (AS DEFINED) AND THE ADDITIONAL ACQUISITIONS (AS
DEFINED). SEE "TRANSACTIONS." "ACQUISITIONS" MEANS, COLLECTIVELY, THE POA
ACQUISITION, THE MEMPHIS/TUNICA ACQUISITION AND THE ADDITIONAL ACQUISITIONS.
"OPERATING CASH FLOW" HAS THE MEANING SET FORTH IN FOOTNOTE 2 ON PAGE 7 HEREOF
AND "OPERATING CASH FLOW MARGIN" HAS THE MEANING SET FORTH IN FOOTNOTE 3 ON PAGE
7 HEREOF. THE TERM "MARKET" REFERS TO THE GEOGRAPHIC AREA CONSTITUTING A
DESIGNATED MARKET AREA AS DEFINED BY THE A.C. NIELSON COMPANY.

THE COMPANY

The Company is a leading outdoor advertising company operating approximately
21,114 advertising display faces in two distinct regions: the Midwest (Chicago,
Minneapolis/St. Paul, Indianapolis, Milwaukee, Des Moines, Evansville (IN) and
Dallas) and the Southeast (Orlando, Jacksonville, Palm Beach, Ocala and the East
Coast and Gulf Coast areas of Florida, Memphis/Tunica and Chattanooga (TN) and
Myrtle Beach (SC)). After giving effect to the Acquisitions, the Company will be
the third largest pure-play outdoor advertising company in the United States on
the basis of net revenues. For the six months ended June 30, 1996, on a pro
forma basis the Company had net revenues and Operating Cash Flow of $65.1
million and $32.0 million, respectively, which compare favorably to the pro
forma results for the same period in 1995 of $56.7 million and $26.4 million,
respectively. For the fiscal year ended December 31, 1995, on a pro forma basis
the Company had net revenues and Operating Cash Flow of $121.0 million and $58.1
million, respectively. The Company believes that its 1995 Operating Cash Flow
Margin of 48.7%, or 48.0% on a pro forma basis after giving effect to the
Acquisitions, is among the highest in the industry.

3
<PAGE>

The Acquisitions will significantly expand and diversify the Company's
presence into new major metropolitan markets. The following table sets forth, as
of August 31, 1996, certain information with respect to the Company's outdoor
markets after giving effect to the Acquisitions:

<TABLE>
<CAPTION>
% OF 1995
PRO FORMA 30-SHEET 8-SHEET TOTAL DISPLAY
MARKET NET REVENUES BULLETINS POSTERS POSTERS FACES
- ------------------------------------- 1995 --------------- ----------- ----------- ----------- -------------
PRO FORMA
NET REVENUES
----------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
MIDWEST:
Chicago............................ $ 16,579 13.7% 653 -- 3,646 4,299
Minneapolis/St. Paul............... 16,320 13.5 447 1,365 -- 1,812
Indianapolis....................... 9,897 8.2 257 1,385 142 1,927
Milwaukee.......................... 4,686 3.9 260 -- 321 581
Des Moines*........................ 3,141 2.6 84 590 9 683
Evansville......................... 3,028 2.5 142 687 -- 829
Dallas*............................ 1,738 1.5 245 -- 1,201 1,446
SOUTHEAST:
Orlando**.......................... 22,253 18.4 842 1,080 -- 1,922
Jacksonville....................... 8,528 7.0 383 942 -- 1,325
Palm Beach**....................... 290 0.2 99 21 -- 120
Ocala**............................ 5,011 4.1 879 199 -- 1,078
Memphis/Tunica**................... 13,104 10.8 706 1,179 133 2,018
Chattanooga**...................... 4,582 3.8 359 663 -- 1,022
Myrtle Beach**..................... 7,931 6.6 729 455 -- 1,184
East Coast area (FL)**............. 2,784 2.3 567 -- -- 567
Gulf Coast area (FL)**............. 1,095 0.9 444 -- -- 444
---------- ----- ----- ----- ----- -------------
Total............................ $ 120,967 100.0% 7,096 8,566 5,452 21,114***
---------- ----- ----- ----- ----- -------------
---------- ----- ----- ----- ----- -------------
</TABLE>

- ------------------------
* Includes existing operations and additional operations to be acquired in
connection with the Acquisitions.

** To be acquired in connection with the Acquisitions.

*** Excludes 143 transit display faces located in Indianapolis.

OPERATING STRATEGY

The Company's objective is to be the leading provider of outdoor advertising
services in each of its two regional operating areas and to expand its presence
in attractive new markets. The Company believes that regional clusters provide
it with significant opportunities to increase revenue and achieve cost savings
by delivering to local and national advertisers efficient access to multiple
markets or highly targeted areas. Management intends to implement the following
operating strategy:

- MAXIMIZE RATES AND OCCUPANCY. Through continued emphasis on customer
sales and service, quality displays and inventory management, the Company seeks
to maximize advertising rates and occupancy levels in each of its markets. The
Company has recruited and trained a strong local sales staff supported by local
managers operating under specific, sales-based compensation targets designed to
obtain the maximum potential from the Company's display inventory.

- INCREASE MARKET PENETRATION. The Company seeks to expand operations
within its existing markets through new construction, with an emphasis on
painted bulletins, which generally command higher rates and longer term
contracts from advertisers than other types of display faces. In addition, the
Company historically has acquired, and intends to continue to acquire,
additional advertising display faces in its existing markets as opportunities
become available.

4
<PAGE>
new markets allow the Company to capitalize on the operating efficiencies and
cross-market sales opportunities associated with operating in multiple markets
within distinct regions. The Company intends to develop new regional operating
areas in regions where attractive growth and consolidation opportunities exist.

- CAPITALIZE ON TECHNOLOGICAL ADVANCES. The Company seeks to capitalize on
technological advances that enhance its productivity and increase its ability to
effectively respond to its customers' needs. The Company's continued investment
in equipment and technology provides for greater ongoing benefits in the areas
of sales, production and operation.

- MAINTAIN LOW COST STRUCTURE. Through continued adherence to strict cost
controls, centralization of administrative functions and maintenance of low
corporate overhead, the Company seeks to maximize its Operating Cash Flow
Margin, which it believes to be among the highest in the industry. The Company
believes its centralized administration provides opportunities for significant
operating leverage from further expansion in existing markets and from future
acquisitions.

- DEVELOP OTHER OUT-OF-HOME MEDIA. The Company seeks to develop other
forms of out-of-home media such as bus shelter or transit advertising in order
to enhance revenues in existing markets or provide access to new markets.

The Company believes that its experienced senior management team is an
important asset in the successful implementation of its operating strategy.
Daniel L. Simon, President and Chief Executive Officer and the founder of the
Company, has spent his entire professional career of 23 years in the outdoor
advertising business. Brian T. Clingen, Vice President and Chief Financial
Officer, and Paul G. Simon, Vice President and General Counsel, together possess
over 24 years of experience in the industry. As of June 30, 1996, this
management team has successfully completed and integrated 16 acquisitions since
1989.

RECENT ACQUISITIONS

Consistent with its operating strategy, the Company has recently entered
into agreements to acquire the assets or capital stock of four outdoor
advertising companies. The Company believes that these acquisitions will
significantly strengthen its market presence in the midwest and southeast United
States and will allow the Company to capitalize on the operating efficiencies
and cross-market sales opportunities associated with operating in closely
proximate markets.

THE POA ACQUISITION. The Company has agreed to acquire the outstanding
capital stock of Outdoor Advertising Holdings, Inc. ("OAH") pursuant to a merger
of an indirect subsidiary of the Company with and into OAH for approximately
$240 million in cash. As a result of the POA Acquisition, the Company will
acquire a total of approximately 6,337 advertising display faces located in five
markets in the southeast United States.

The Company believes that the POA Acquisition will substantially strengthen
the Company's operations in the southeast United States, particularly in
Florida, where the Company believes it will have the largest number of outdoor
advertising display faces and have the largest market share in each of its
markets, except Palm Beach. The Company believes that the southeast United
States is a particularly attractive region due to its (i) high concentration of
destination cities and resorts; (ii) above average population growth; (iii)
extensive highway/roadway systems; and (iv) temperate climate that promotes
outdoor lifestyles.

THE MEMPHIS/TUNICA ACQUISITION. The Company, through a newly-formed
indirect subsidiary, has acquired the option (the "Memphis/Tunica Option") to
purchase during the period from December 1, 1996 to December 31, 1996 certain
assets located in and around Memphis, Tennessee and Tunica County, Mississippi
(the "Memphis/Tunica Acquisition"). The purchase price of the Memphis/Tunica
Option was $5 million. The purchase price of the Memphis/Tunica Acquisition is
approximately $71 million (inclusive of the price of the Memphis/Tunica Option)
plus 100,000 shares of Common Stock of the Company.

5
<PAGE>
Upon consummation of the Memphis/Tunica Acquisition, the Company will acquire a
total of approximately 2,018 advertising display faces located in and around
Memphis, Tennessee. A significant number of these display faces were previously
owned by Naegele (as defined).

The Company believes that the Memphis/Tunica Acquisition will complement the
Chattanooga operations which are being acquired by the Company in the POA
Acquisition. This will give the Company a leading presence in two of the largest
markets in Tennessee and strengthen its presence in the southeast United States.

THE ADDITIONAL ACQUISITIONS. The Company has acquired certain assets of (i)
Iowa Outdoor Displays for approximately $1.8 million in cash (the "Iowa
Acquisition") and (ii) The Chase Company for approximately $5.8 million in cash
(the "Dallas Acquisition," and together with the Iowa Acquisition, the
"Additional Acquisitions"). As a result of the Additional Acquisitions, the
Company will acquire approximately 160 advertising display faces consisting
primarily of posters in and around Des Moines and approximately 245 advertising
display faces consisting primarily of bulletins in and around Dallas.

The Company believes that the Additional Acquisitions will further enhance
the Company's current presence in each of its Des Moines and Dallas markets and
provide increased revenue opportunities in the midwest United States. As of the
date of this Prospectus, certain of the Acquisitions have not been consummated.
See "Transactions."

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.......... 5,000,000 shares

Common Stock offered by the Selling
Stockholders................................ 750,000 shares

Common Stock to be outstanding after the
Offering.................................... 23,242,800 shares(1)

Use of Proceeds to the Company............... To repay existing bank indebtedness,
repurchase certain outstanding notes and
finance a portion of the purchase price
payable in connection with certain of the
Acquisitions. The Company will not receive
any proceeds from the sale of shares by the
Selling Stockholders. See "Principal and
Selling Stockholders."

Nasdaq National Market Symbol................ UOUT
</TABLE>

- ------------------------
(1) Excludes 2,470,608 shares of Common Stock issuable pursuant to the 1996
Warrant Plan and 387,200 shares of Common Stock issuable pursuant to the
outstanding Noteholder Warrants. See "Management -- The 1996 Warrant Plan"
and "Description of Capital Stock -- The Noteholder Warrants." Excludes
issuance of 100,000 shares of Common Stock to be issued in connection with
the Memphis/Tunica Acquisition.

6
<PAGE>
SUMMARY PRO FORMA FINANCIAL INFORMATION

The following sets forth summary unaudited consolidated pro forma financial
information derived from the information contained under the caption "Pro Forma
Financial Information" elsewhere in this Prospectus. The summary unaudited pro
forma consolidated statement of operations for the year ended December 31, 1995
and for the latest twelve month period ended June 30, 1996 give effect to (i)
the Transactions, (ii) the Offerings and the application of the estimated net
proceeds therefrom (assuming an Offering price of $32.00 per share), (iii) the
acquisitions of NOA Holding Company ("Naegele"), Ad-Sign, Inc., Image Media,
Inc. and consummation of the IPO (as hereafter defined) and the application of
the estimated net proceeds therefrom, and (iv) the net reduction in operating
expenses of the businesses acquired as if each had occurred at the beginning of
the respective periods. The summary unaudited pro forma balance sheet as of June
30, 1996 has been prepared as if the Transactions, the Offerings and the IPO had
occurred on June 30, 1996.

The summary unaudited consolidated pro forma financial information does not
purport to present the actual financial position or results of operations of the
Company had the transactions and events assumed therein in fact occurred on the
dates specified, nor are they necessarily indicative of the results of
operations that may be achieved in the future. The summary unaudited pro forma
consolidated financial information is based on certain assumptions and
adjustments described in the notes contained in "Pro Forma Financial
Information" and should be read in conjunction therewith. See "Management's
Discussion and Analysis of Results of Operations and Financial Condition," the
Consolidated Financial Statements and the Notes thereto of the Company, the
Consolidated Financial Statements and the Notes thereto of NOA Holding Company,
the Statement of Revenues and Direct Expenses and the Notes thereto of Ad-Sign,
the Financial Statements and Notes thereto of POA Acquisition Corporation and
the Combined Financial Statements and Notes thereto of Tanner-Peck, L.L.C.
included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
PRO FORMA LATEST
PRO FORMA TWELVE MONTHS
YEAR ENDED DECEMBER ENDED
31, 1995 JUNE 30, 1996
------------------- -----------------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
STATEMENT OF OPERATIONS DATA:
Net revenues(1)........................................................ $ 120,967 $ 129,381
Direct cost of revenues................................................ 45,309 46,938
General and administrative expenses.................................... 17,590 18,803
Depreciation and amortization.......................................... 36,271 35,786
Non cash compensation for common stock warrants........................ -- 9,000
Operating income....................................................... 21,797 18,854
Interest expense....................................................... 31,656 31,656
Other expense (income), net............................................ (150) 1,552
Net loss............................................................... (9,709) (14,354)
OTHER DATA:
Operating Cash Flow(2)................................................. $ 58,068 $ 63,640
Operating Cash Flow Margin(3).......................................... 48.0% 49.2%
</TABLE>

<TABLE>
<CAPTION>
AS OF JUNE 30, 1996
--------------------------------------
ACTUAL AS ADJUSTED
------------------- -----------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital........................................................ $ 8,330 $ 21,608
Total assets........................................................... 179,175 521,158
Total long-term debt................................................... 182,673 323,303
Common stockholders' equity (deficit).................................. (9,682) 187,911
</TABLE>

- ------------------------------
(1) Net revenues are gross revenues less agency commissions.

(2) "Operating Cash Flow" is operating income before depreciation and
amortization and other non cash charges. 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 (loss) as an indicator of the
Company's operating performance or to net cash provided by operating
activities as a measure of liquidity. 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.

(3) "Operating Cash Flow Margin" is Operating Cash Flow stated as a percentage
of net revenues.

7
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
YEAR ENDED DECEMBER 31, JUNE 30,
----------------------------------------------------- --------------------
1991 1992 1993 1994 1995 1995 1996
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Gross revenues................................... $ 21,435 $ 27,896 $ 28,710 $ 33,180 $ 38,101 $ 18,292 $ 29,366
Net revenues(1).................................. 18,835 24,681 25,847 29,766 34,148 16,411 26,239
Direct advertising expenses...................... 7,638 10,383 10,901 11,806 12,864 6,266 9,520
General and administrative expenses.............. 3,515 3,530 3,357 3,873 4,645 2,233 3,086
Depreciation and amortization.................... 5,530 7,817 8,000 7,310 7,402 3,538 4,674
Non cash compensation for common stock
warrants........................................ -- -- -- -- -- -- 9,000
Operating income................................. 2,152 2,951 3,589 6,777 9,237 4,374 (41)
Interest expense................................. 6,599 9,591 9,299 11,809 12,894 6,342 8,441
Loss before extraordinary item(2)................ (4,500) (6,349) (6,061) (5,166) (3,703) (1,993) (10,156)
Net loss......................................... (4,500) (6,349) (9,321) (5,166) (3,703) (1,993) (10,156)
Net loss per share............................... (0.59) (0.83) (1.22) (0.67) (0.48) (0.26) (0.97)
Weighted average common and equivalent shares
outstanding..................................... 7,654 7,654 7,654 7,654 7,654 7,654 10,489

OTHER DATA:
Operating Cash Flow(3)........................... $ 7,682 $ 10,768 $ 11,589 $ 14,087 $ 16,639 $ 7,912 $ 13,633
Operating Cash Flow Margin(4).................... 40.8% 43.6% 44.8% 47.3% 48.7% 48.2% 52.0%
Capital expenditures............................. 2,047 2,352 2,004 4,668 5,620 2,521 2,943
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1996
----------------------------------------
ACTUAL PRO FORMA(6) AS ADJUSTED(7)
--------- ------------- --------------
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital....................................................... $ 8,330 $ 21,608 $ 21,608
Total assets.......................................................... 179,175 514,408 521,158
Total long-term debt(5)............................................... 182,673 449,837 323,303
Common stockholders' equity (deficit)................................. (9,682) 54,627 187,911
</TABLE>

- ------------------------------

(1) Net revenues are gross revenues less agency commissions.

(2) Extraordinary loss represents loss on early extinguishment of debt.

(3) "Operating Cash Flow" is operating income before depreciation and
amortization and other non cash charges. 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 (loss) as an indicator of the Company's operating
performance or to net cash provided by operating activities as a measure of
liquidity. The Company believes Operation 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.

(4) "Operating Cash Flow Margin" is Operating Cash Flow stated as a percentage
of net revenues.

(5) Long-term debt does not include current maturities.

(6) Represents actual amounts adjusted to give effect to the Transactions, and
the application of the net proceeds from the IPO of $62.4 million.

(7) Represents pro forma amounts adjusted to give effect to the Offerings.

8
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING AN INVESTMENT IN THE SHARES
OF COMMON STOCK OFFERED BY THIS PROSPECTUS.

SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE INDEBTEDNESS. The Company has
substantial indebtedness. On a pro forma basis after giving effect to the
Acquisitions and indebtedness incurred as a result of the Acquisitions and the
Note Offering and the application of the net proceeds of the Offerings, as of
June 30, 1996, the Company's total long-term debt was approximately $323.3
million, and on a pro forma basis for the last twelve months ended June 30, 1996
interest expense was approximately $31.7 million, or 24.5% of net revenues. The
Company's level of consolidated indebtedness could have important consequences
to the holders of Common Stock, including the following: (i) a substantial
portion of the Company's cash flow from operations must be dedicated to the
payment of the principal of and interest on its indebtedness and will not be
available for other purposes; (ii) the ability of the Company to obtain
financing in the future for working capital needs, capital expenditures,
acquisitions, investments, general corporate purposes or other purposes may be
materially limited or impaired; and (iii) the Company's level of indebtedness
may reduce the Company's flexibility to respond to changing business and
economic conditions. Subject to certain limitations contained in its outstanding
debt instruments and the New Notes, the Company or its subsidiaries may incur
additional indebtedness to finance working capital or capital expenditures,
investments or acquisitions or for other purposes. See "Description of
Indebtedness and Other Commitments." Although historically the Company's
Operating Cash Flow has been sufficient to service its fixed charges, there can
be no assurance that the Company's Operating Cash Flow will continue to exceed
its fixed charges. A decline in Operating Cash Flow could impair the Company's
ability to meet its obligations, including for debt service, and to make
scheduled principal repayments. In addition, Universal Outdoor is a holding
company with the capital stock of UOI being its sole asset. There is no
assurance that UOI will generate sufficient cash flow to pay dividends or
distribute funds to Universal Outdoor so as to allow it to pay its expenses or
cash dividends on the Common Stock. See "Selected Consolidated Financial and
Operating Data" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

ACQUISITION STRATEGY. The Company's growth has been facilitated by
strategic acquisitions that have substantially increased the Company's inventory
of advertising display faces. One element of the Company's operating strategy is
to make acquisitions in new and existing markets. While the Company believes
that the outdoor advertising industry is highly fragmented and that significant
acquisition opportunities are available, there can be no assurance that suitable
acquisition candidates can be found. The Company is likely to face competition
from other outdoor advertising and media companies for acquisition opportunities
that are available. In addition, if the prices sought by sellers of outdoor
advertising display faces and companies continue to rise, the Company may find
fewer acceptable acquisition opportunities. There can be no assurance that the
Company will have sufficient capital resources to complete acquisitions or that
acquisitions can be completed on terms acceptable to the Company. Also, in the
Minneapolis/St. Paul market, the Company is subject to a consent judgment that
restricts the Company's ability to purchase outdoor advertising display faces
until February 1, 2001. See "Business -- Government Regulation." As part of its
regular on-going evaluation of strategic acquisition opportunities, the Company
may from time to time engage in discussions concerning possible acquisitions,
some of which may be material in size. The purchase price of such acquisitions
may require additional debt or equity financing on the part of the Company.

THE ACQUISITIONS; CHALLENGES OF INTEGRATION. With respect to the
Acquisitions (other than the Additional Acquisitions), there can be no assurance
that any or all of the Acquisitions (other than the Additional Acquisitions)
will be consummated. See "The Transactions." In the event the Memphis/Tunica
Acquisition is not consummated, the Company will not be refunded the purchase
price of the Memphis/ Tunica Option. In addition, the Company will face
significant challenges in integrating the operations acquired in connection with
the Acquisitions with those of the Company. In particular, the Company has never
integrated an acquisition the size of the POA Acquisition. Integration of such
operations will require substantial attention from the Company's management.
Diversion of management attention

9
<PAGE>
from the Company's existing business could have an adverse impact on the
revenues and operating results of the Company. There can be no assurance the
Company will be able to integrate such operations successfully.

TOBACCO INDUSTRY REGULATION. On a pro forma basis taking into account the
Acquisitions, approximately 9.9% of the Company's net revenues in 1995 were
derived from tobacco advertising. In August 1996, the U.S. Food and Drug
Administration issued final regulations governing certain marketing practices in
the tobacco industry. Among other things, the regulations prohibit tobacco
product billboard advertisements within 1000 feet of schools and playgrounds and
require that tobacco product advertisements on billboards be in black and white
and contain only text. In addition, one major tobacco manufacturer recently
proposed federal legislation banning 8-sheet billboard advertising and transit
advertising of tobacco products. There can be no assurance as to the effect of
these regulations or the proposed legislation on the Company's business and on
its net revenues, Operating Cash Flow and financial position. A reduction in
billboard advertising by the tobacco industry could cause an immediate reduction
in the Company's direct revenue from such advertisers and would simultaneously
increase the available space on the existing inventory of billboards in the
outdoor advertising industry. This could in turn result in a lowering of rates
throughout the industry or limit the ability of industry participants to
increase rates for some period of time. Any such consequence could have the
effect of reducing the Company's Operating Cash Flow, which could in turn reduce
the Company's ability to meet its financial obligations under the New Notes and
the New Credit Facility (as defined in "Transactions"). See "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business -- Customers" and "-- Government Regulation."

PRIOR PERIOD LOSSES. The Company has historically had net losses which have
resulted in significant part from substantial depreciation and amortization
expenses relating to assets purchased in the Company's acquisitions, interest
expense associated with related indebtedness and deferred financing costs
charged to extraordinary losses. Moreover, additional acquisitions will result
in increased depreciation, amortization and interest expenses. There can be no
assurance that the Company will generate net income in the future.

RESTRICTIONS IMPOSED BY THE COMPANY'S INDEBTEDNESS. The banks under the New
Credit Facility shall have, and under the Existing Credit Facilities have, a
lien on substantially all of the assets of UOI, including the capital stock of
its subsidiaries, to secure the indebtedness of UOI under such credit
facilities. In the event UOI's subsidiaries merge with and into UOI, the banks
will have a lien on substantially all of the assets of UOI previously held by
such subsidiaries. The Company's debt instruments contain restrictions on the
Company's ability to incur additional indebtedness, create liens, pay dividends,
sell assets and make acquisitions. Furthermore, the New Credit Facility will
contain, and the Existing Credit Facilities contain, certain maintenance tests.
There can be no assurance that the Company and its subsidiaries will be able to
comply with the provisions of their respective debt instruments, including
compliance by UOI with the financial ratios and tests contained in the New
Credit Facility (or the Existing Credit Facilities if in effect). Breach of any
of these covenants or the failure to fulfill the obligations thereunder and the
lapse of any applicable grace periods would result in an event of default under
the applicable debt instruments, and the holders of such indebtedness could
declare all amounts outstanding under the applicable instruments to be due and
payable immediately. There can be no assurance that the assets or cash flow of
the Company or the Company's subsidiaries, as the case may be, would be
sufficient to repay in full borrowings under their outstanding debt instruments
whether upon maturity or earlier or if such indebtedness were to be accelerated
upon an event of default or certain repurchase events or that the Company would
be able to refinance or restructure its payments on such indebtedness or
repurchase the New Notes (or the Existing Notes if not repurchased). If such
indebtedness were not so repaid, refinanced or restructured, the lenders could
proceed to realize on their collateral. In addition, any event of default or
declaration of acceleration under one debt instrument could also result in an
event of default under one or more of the Company's other debt instruments. See
"-- Substantial Leverage; Ability to Service Indebtedness" and "Description of
Indebtedness and Other Commitments."

10
<PAGE>
REGULATION OF OUTDOOR ADVERTISING. Outdoor advertising displays are subject
to governmental regulation at the federal, state and local levels. These
regulations, in some cases, limit the height, size, location and operation of
billboards and, in limited circumstances, regulate the content of the
advertising copy displayed on the billboards. Some governmental regulations
prohibit the construction of new billboards or the replacement, relocation,
enlargement or upgrading of existing structures. Some cities have adopted
amortization ordinances under which, after the expiration of a specified period
of time, billboards must be removed at the owner's expense and without the
payment of compensation. Ordinances requiring the removal of a billboard without
compensation, whether through amortization or otherwise, are being challenged in
various state and federal courts with conflicting results. Other than in the
Company's newly acquired Jacksonville market, amortization ordinances have not
materially affected operations in the Company's markets. As a result of a
settlement of litigation related to certain assets in the Jacksonville market
prior to their acquisition, the Company has removed 165 outdoor advertising
structures in 1995 and is required to remove an additional 546 (of its total of
1,493) outdoor advertising structures over the next 19 years with 317 of such
structures to be removed between 1995 and 1998. There can be no assurance that
these removals will not adversely affect the Company's results of operations.
Recently, no assurance can be given as to the effect on the Company of existing
laws and regulations or of new laws and regulations that may be adopted in the
future. See "-- Tobacco Industry Regulation" and "Business -- Customers" and
"Business -- Government Regulation."

ECONOMIC CONDITIONS; ADVERTISING TRENDS. The Company relies on sales of
advertising space for its revenues and its operating results therefore are
affected by general economic conditions as well as trends in the advertising
industry. A reduction in advertising expenditures available for the Company's
displays could result from a general decline in economic conditions, a decline
in economic conditions in particular markets where the Company conducts business
or a reallocation of advertising expenditures to other available media by
significant users of the Company's displays.

COMPETITION. The Company faces competition for advertising revenues from
other outdoor advertising companies, as well as from other media such as radio,
television, print media and direct mail marketing. The Company also competes
with a wide variety of other out-of-home advertising media, the range and
diversity of which has increased substantially over the past several years,
including advertising displays in shopping centers and malls, airports,
stadiums, movie theaters and supermarkets, and on taxis, trains, buses and
subways. Some of the Company's competitors are substantially larger, better
capitalized and have access to greater resources than the Company. There can be
no assurance that outdoor advertising media will be able to compete with other
types of media, or that the Company will be able to compete either within the
outdoor advertising industry or with other media. See "Business -- Competition."

RELIANCE ON KEY EXECUTIVES. The Company's success depends to a significant
extent upon the continued services of its executive officers and other key
management and sales personnel, in particular its President and Chief Executive
Officer, Daniel L. Simon. Although the Company believes it has incentive and
compensation programs designed to retain key employees, including a warrant plan
to purchase shares of the Company's Common Stock upon the market value of the
Common Stock reaching certain levels, the Company has few employment contracts
with its employees, and very few of its employees are bound by non-competition
agreements. The Company maintains key man insurance on Daniel L. Simon. The
unavailability of the continuing services of its executive officers and other
key management and sales personnel could have a material adverse effect on the
Company's business. See "Management."

CONTROL BY EXECUTIVE OFFICERS AND DIRECTORS. Upon consummation of the
Offering, the Company's officers and directors will beneficially own (including
for this purpose options exercisable within 60 days and the Common Stock
issuable upon exercise of the Warrants pursuant to the 1996 Warrant Plan (as
defined in "Description of Capital Stock -- The 1996 Warrant Plan") and shares
over which such persons have voting control) approximately 33.7% of the
outstanding shares of the Common Stock. See "Principal and Selling
Stockholders." Such persons, if acting together, would have sufficient voting
power to influence the outcome of corporate actions submitted to the
stockholders for approval and to influence the management and affairs of the
Company, including the election of the Board of Directors of the Company. As a
result of such influence, certain transactions may not be possible without the
approval of

11
<PAGE>
such stockholders, including proxy contests, mergers involving the Company and
tender offers or other purchases of Common Stock that could give stockholders of
the Company the opportunity to realize a premium over the then-prevailing market
price for their shares of Common Stock. See "Principal and Selling Stockholders"
and "Description of Capital Stock -- Special Provisions of the Certificate of
Incorporation, Bylaws and Delaware Law."

ANTI-TAKEOVER PROVISIONS. The level of stock ownership of the management of
the Company and KIA V and KEP V (each as hereinafter defined), as well as the
provisions of Delaware Corporation Law and the Certificate of Incorporation and
Bylaws (each as defined in "Description of Capital Stock"), may have the effect
of deterring hostile takeovers, delaying or preventing changes in control or
changes in management, or limiting the ability of stockholders to approve
transactions that they may deem to be in their best interests. In addition,
under the Company's Certificate of Incorporation, the Board of Directors has the
authority to issue shares of Preferred Stock and establish the rights and
preferences thereof without obtaining stockholder approval. The Company has no
present plans to issue any shares of Preferred Stock. See "Description of
Capital Stock."

LIMITED TRADING HISTORY AND VOLATILITY OF STOCK PRICE. The Company
completed the initial public offering of its Common Stock in July 1996 and,
therefore, there is a limited trading history for the Common Stock. In addition,
from time to time, there may be significant volatility in the market price for
the Common Stock of the Company. Quarterly operating results of the Company,
changes in earnings estimates by analysts, changes in general conditions in the
Company's industry or the economy or the financial markets or other developments
affecting the Company could cause the market price of the Common Stock to
fluctuate substantially. In addition, in recent years the stock market has
experienced significant price and volume fluctuations. This volatility has had a
significant effect on the market price of securities issued by many companies
for reasons unrelated to their operating performance.

SHARES ELIGIBLE FOR FUTURE SALE. Approximately 180 days following the date
of this Prospectus, (upon expiration of lockup agreements with the
Underwriters), approximately 6,201,546 shares of Common Stock outstanding as of
the date of this Prospectus will become eligible for sale immediately in
reliance on Rule 144A and at prescribed times, subject to volume and manner of
sale restrictions, in reliance on Rule 144, each promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Sales of substantial
amounts of Common Stock (including shares issued upon exercise of stock
options), or the perception that such sales could occur, could adversely affect
prevailing market prices for the Common Stock. See "Shares Eligible for Future
Sale." An additional 2,470,608 shares are subject to issuance under the 1996
Warrant Plan and upon issuance will be eligible for sale under Rule 144.
Moreover, KIA V and KEP V and their respective partners and certain officers of
the Company, who in the aggregate beneficially own 10,432,400 shares of Common
Stock upon the consummation of the Offering, have certain registration rights
with respect thereto. Upon consummation of the Memphis/Tunica Acquistion, the
Memphis/Tunica Sellers will receive 100,000 shares of Common Stock which will
have the benefit of certain registration rights. See "Management -- The 1996
Warrant Plan" and "Description of Capital Stock -- The Noteholder Warrants" and
"Shares Eligible for Future Sale."

NON-CONSUMMATION OF DEBT TENDER OFFERS. Although the Company expects the
Debt Tender Offers to be consummated, the Offerings are not conditioned upon
consummation of the Debt Tender Offers (or the obtaining of the requisite
consents required pursuant to the consent solicitations occurring in connection
therewith). In the event the Debt Tender Offers are not consummated, the
principal amounts outstanding under the Existing Notes (as defined herein) will
remain outstanding, the amount of the New Credit Facility will be reduced by a
corresponding amount (plus the premiums and costs in connection with the Debt
Tender Offers), and the Company and UOI will remain subject to the restrictive
covenants contained in the indentures relating to the Existing Notes, including
without limitation, the reduction under the debt incurrence covenant of the Cash
Flow Leverage Ratio (as defined in the indentures relating to the Existing
Notes) from 6.0:1 to 5.5:1 effective November 15, 1996. Historically, the
Company has financed its acquisitions primarily through the incurrence of debt
based upon a Cash Flow Leverage Ratio equal to 6.0:1. Although there can be no
assurances, the Company believes that the continued application of the
restrictive covenants under the Existing Notes will not materially impair its
ability to consummate future acquisitions. See "The Transactions -- The Debt
Tender Offers."

12
<PAGE>
THE TRANSACTIONS

THE ACQUISITIONS

THE POA ACQUISITION. On August 27, 1996, the Company entered into the
Agreement and Plan of Merger pursuant to which it agreed to acquire the
outstanding capital stock of OAH for approximately $240 million in cash. The POA
Acquisition is to be effectuated pursuant to a merger of an indirect subsidiary
of the Company with and into OAH with OAH continuing as the surviving
corporation following the merger. As a result of the POA Acquisition, the
Company will acquire a total of approximately 6,337 advertising display faces
consisting of bulletins and posters in five markets located in the southeast
United States, including Orlando, Ocala, Palm Beach, Myrtle Beach and
Chattanooga, as well as the East Coast and Gulf Coast areas of Florida.

The Company believes that the POA Acquisition will substantially strengthen
its operations in the southeast United States, particularly in Florida, where
the Company believes it will have the largest number of outdoor advertising
displays and have the largest market share in each of its markets, except Palm
Beach. The Company believes that the southeast United States is a particularly
attractive region due to its (i) high concentration of destination cities and
resorts; (ii) above average population growth; (iii) extensive highway/roadway
systems; and (iv) temperate climate that promotes outdoor lifestyles.

The consummation of the POA Acquisition is subject to certain conditions,
including without limitation, the expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act").

THE MEMPHIS/TUNICA ACQUISITION. On September 12, 1996, the Company entered
into the Option and Asset Purchase Agreement with Tanner-Peck, L.L.C., TOA
Enterprises, L.P., William B. Tanner, WBT Outdoor, Inc. and The Weatherley
Tanner Trust (collectively, the "Memphis/Tunica Sellers") pursuant to which a
newly-formed indirect subsidiary of the Company acquired the Memphis/Tunica
Option which gives it the option to purchase certain assets of the
Memphis/Tunica Sellers during the period from December 1, 1996 to December 31,
1996. The purchase price of the Memphis/Tunica Option was $5 million in cash
(which is to be credited against the purchase price of the assets) and is
nonrefundable irrespective of whether the Company shall exercise the
Memphis/Tunica Option, subject to certain limited exceptions. The Company
intends to exercise the Memphis/Tunica Option. The purchase price in connection
with the purchase of the assets upon exercise of the Memphis/Tunica Option is
approximately $71 million plus 100,000 shares of Common Stock of the Company.

As a result of the Memphis/Tunica Acquisition, the Company will acquire a
total of approximately 2,018 advertising display faces consisting of bulletins
and posters in and around Memphis, Tennessee and Tunica County, Mississippi. A
significant portion of these display faces were purchased by the Memphis/Tunica
Sellers from Naegele in November, 1995. The Company believes that the Memphis/
Tunica Acquisition will complement the Chattanooga operations which are being
acquired by the Company in the POA Acquisition. This will give the Company a
leading presence in two of the largest markets in Tennessee and strengthen its
presence in the southeast United States.

In connection with the Memphis/Tunica Acquisition, the Company has entered
into a Joint Management Agreement with Tanner-Peck, L.L.C. pursuant to which the
Company shall provide management services to Tanner-Peck, L.L.C. during the
period beginning September 13, 1996 and ending concurrently with the closing of
the Memphis/Tunica Acquisition or the expiration of the Memphis/Tunica Option.
In exchange for such management services, the Company shall be paid a monthly
fee equal to $82,000.

The consummation of the Memphis/Tunica Acquisition will be subject to
certain conditions, including without limitation, the expiration or early
termination of the waiting period under the HSR Act and delivery of certain
consents.

THE ADDITIONAL ACQUISITIONS. On September 12, 1996, the Company entered
into the Asset Purchase Agreement with Iowa Outdoor Displays pursuant to which
the Company agreed to purchase certain assets of Iowa Outdoor Displays for
approximately $1.8 million in cash. The Iowa Acquisition was consummated on
September 16, 1996. On September 11, 1996, the Company entered into the Asset
Purchase Agreement with The Chase Company pursuant to which the Company agreed
to purchase certain assets of The Chase Company for approximately $5.8 million
in cash. The Dallas Acquisition was consummated on September 19, 1996.

13
<PAGE>
As a result of the Additional Acquisitions, the Company will acquire
approximately 160 advertising display faces consisting primarily of posters in
and around Des Moines and approximately 245 advertising display faces consisting
primarily of bulletins in and around Dallas. The Company believes that the
Additional Acquisitions will further enhance its current presence in each of the
Des Moines and Dallas markets and provide increased revenue opportunities in the
midwest United States.

Following completion of the Acquisitions, UOI intends to merge each of its
subsidiaries with and into UOI.

THE NEW CREDIT FACILITY

The Company will finance the purchase price of certain of the Acquisitions
and the related refinancing of certain existing bank indebtedness of the Company
and will pay the fees and expenses associated with the Acquisitions in part
through a total commitment of $300 million under a new credit facility (the "New
Credit Facility").

THE DEBT TENDER OFFERS

THE COMPANY DEBT TENDER OFFER. In connection with the Acquisitions, the
Company intends to commence a tender offer and consent solicitation (the
"Company Debt Tender Offer") to purchase all of its outstanding 14% Senior
Secured Discount Notes due 2004 (the "Existing Company Notes") and obtain the
consent of the holders of the Existing Company Notes to modify or eliminate
certain provisions of the indenture governing the Existing Company Notes to
permit, among other things, the consummation of the Offerings, the Acquisitions
and the execution of the New Credit Facility. The Company Debt Tender Offer will
expire on October 18, 1996, unless extended, at which time the Company expects
to purchase all the Existing Company Notes tendered with consents. Upon receipt
of consents from holders representing not less than a majority of the Existing
Company Notes, the Company will execute a supplemental indenture reflecting the
amendments. See "Use of Proceeds." Based upon discussions with the holders of
the Existing Company Notes, the Company believes that holders representing more
than 50% of the aggregate outstanding principal amount of such notes will tender
their notes and consent to the proposed amendments.

THE UOI DEBT TENDER OFFER. In connection with the Acquisitions, UOI intends
to commence a tender offer and consent solicitation (the "UOI Debt Tender
Offer," and together with the Company Debt Tender Offer, the "Debt Tender
Offers") to purchase all of its outstanding 11% Senior Notes due 2003 (the
"Existing UOI Notes," and together with the Existing Company Notes, the
"Existing Notes") and obtain the consent of the holders of the Existing UOI
Notes to modify or eliminate certain provisions of the indenture governing the
Existing UOI Notes to permit, among other things, the consummation of the
Offerings, the Acquisitions and the execution of the New Credit Facility. The
UOI Debt Tender Offer will expire on October 18, 1996, unless extended, at which
time UOI expects to purchase all the Existing UOI Notes tendered with consents.
Upon receipt of consents from holders representing not less than a majority of
the Existing UOI Notes, UOI will execute a supplemental indenture reflecting the
amendments. See "Use of Proceeds." Based upon discussions with the holders of
the Existing UOI Notes, the Company believes that holders representing more than
50% of the aggregate outstanding principal amount of such notes will tender
their notes and consent to the proposed amendments.

THE NOTES OFFERING

Following the Offering, UOI intends to offer $200 million aggregate
principal amount of the New Notes by a separate prospectus. The New Notes will
be issued pursuant to an indenture between UOI and the United States Trust
Company of New York, as trustee (the "New UOI Indenture"). The New Notes will be
general unsecured obligations of UOI subordinate in right of payment to all
existing and future senior indebtedness of UOI. There can be no assurances that
the Notes Offering will be consummated and, if not consummated, the Company may
require other sources of financing including the New Credit Facility. In the
event the Notes Offering is not consummated, there will be an additional $200
million outstanding under the New Credit Facility accruing interest at an
assumed rate of 8.25% compared with an assumed rate of 10.25% under the Notes
Offering.

14
<PAGE>
USE OF PROCEEDS

The net proceeds to the Company from the Offering and to UOI from the Notes
Offering, are estimated to be approximately $151.7 million (or approximately
$178.0 million if the Underwriters' over-
allotment option is exercised in full) and $193.3 million, respectively, after
deducting estimated underwriting discounts and commissions and offering
expenses.

The Company and UOI intend to use the net proceeds of the Offering and the
Notes Offering, together with borrowings under the New Credit Facility, to
refinance indebtedness outstanding under the Existing Credit Facilities, to
repurchase in full the Existing Notes, and to pay the purchase price of certain
of the Acquisitions. Specifically, the Company intends to (i) repurchase all of
the outstanding Existing Company Notes and pay all fees and expenses incurred in
connection with such redemption; (ii) repurchase all of the outstanding Existing
UOI Notes and pay all fees and expenses incurred in connection with such
redemption; (iii) repay approximately $168 million (a portion of which will have
been incurred to finance the POA Acquisition) outstanding at the time of the
consummation of the Offerings under the New Credit Facility which initially
bears interest at a rate of LIBOR plus 2.50% and terminates in full on September
30, 2004; and (iv) pay the purchase price of the Memphis/Tunica Acquisition
(excluding the option price) which totals approximately $66 million in the
aggregate. The indebtedness under the New Credit Facility was incurred, in part,
to refinance the Existing Credit Facilities and to finance the POA Acquisition.

The estimated sources and uses of funds in connection with the Transactions
and the IPO, which took place subsequent to June 30, 1996, are set forth below:

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C>
Sources of Funds:
Gross proceeds of the Offering........................................ $ 160,000
Gross proceeds of the Notes Offering(1)............................... 200,000
New Credit Facility................................................... 123,303
Net proceeds to the Company of the IPO (July 23, 1996)................ 62,436
----------
Total Sources..................................................... $ 545,739
----------
----------

Uses of Funds:
Repay Existing Credit Facilities(2)................................... $ 87,210
Repurchase Existing Notes(3).......................................... 95,463
Purchase price of the Acquisitions.................................... 328,400
Fees and expenses of the Offerings.................................... 26,716
Capitalized financing fees............................................ 6,750
Other costs related to the IPO........................................ 1,200
----------
Total Uses........................................................ $ 545,739
----------
----------
</TABLE>

- ------------------------

(1) The Company intends to offer the New Notes following the Offering. There can
be no assurances that the Notes Offering will be consummated.

(2) Balance as of June 30, 1996.

(3) Excludes fees and expenses related to prepayment. See "Risk Factors --
Non-consummation of Debt Tender Offers."

The Existing Company Notes were issued in June 1994 in an aggregate
principal amount of $50 million. The Existing Company Notes accrete at the rate
of 14% per annum. No cash interest will accrue until July 1, 1999. The Existing
UOI Notes mature on July 1, 2004 and were issued in March, 1994 in an aggregate
principal amount of $65 million. The Existing UOI Notes accrue interest at the
rate of 11% per annum and mature on November 15, 2003. See "Description of
Indebtedness and Other Commitments."

The Company will not receive any proceeds from the sale of Common Stock by
the Selling Stockholders.

15
<PAGE>
DIVIDEND POLICY

The Company has not paid dividends on its Common Stock and does not
anticipate paying dividends in the foreseeable future. The Company intends to
retain any future earnings for reinvestment in the Company. In addition, the
Company's debt instruments place limitations on the Company's ability to pay
dividends or make any other distributions on Common Stock. See "Description of
Capital Stock" and "Description of Indebtedness and Other Commitments." Any
future determination as to the payment of dividends will be subject to such
prohibitions and limitations, will be at the discretion of the Company's Board
of Directors and will depend on the Company's results of operations, financial
condition, capital requirements and other factors deemed relevant by the Board
of Directors.

PRICE RANGE OF COMMON STOCK

The Common Stock is quoted on the Nasdaq National Market under the symbol
"UOUT." The following table sets forth, for the periods indicated, the high and
low closing sales prices for the Common Stock as reported by the Nasdaq National
Market. Prior to July 23, 1996, the day on which the Common Stock was first
publicly traded, there was no public market for the Common Stock.

<TABLE>
<CAPTION>
1996 HIGH LOW
- ------------------------------------------------------------------------ --------- ---------
<S> <C> <C>
Third Quarter (beginning July 23, 1996)................................. 36.25 16.50
</TABLE>

On September 24, 1996, the last reported sale price per share for the Common
Stock on the Nasdaq National Market was $33.50 per share. As of the dates
immediately prior to the public announcements of the POA Acquisition (August 26,
1996) and the Memphis/Tunica Acquisition and the Additional Acquisitions
(September 12, 1996), the last reported sales price per share for the Common
Stock on the Nasdaq National Market was $24.50 and $32.75 per share,
respectively.

16
<PAGE>
CAPITALIZATION

The following table sets forth the unaudited capitalization of the Company
at June 30, 1996 and as adjusted to give effect to the Acquisitions, the Debt
Tender Offers, the New Credit Facility, the IPO and the Offerings. The table
should be read in conjunction with the Consolidated Financial Statements and
related notes included elsewhere herein.

<TABLE>
<CAPTION>
JUNE 30, 1996
-----------------------------------------
AS
ACTUAL PRO FORMA (1) ADJUSTED (2)
----------- -------------- ------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Long-term debt:
Existing Credit Facilities:
Revolving Credit Loan............................................. $ -- $ -- $ --
Acquisition Credit Loan........................................... 9,700 284,680 --
Acquisition Term Loan............................................. 75,000 75,000 --
New Credit Facility:
Revolving Credit Loan............................................. -- -- --
Acquisition Credit Loan........................................... -- -- 123,303
14% Senior Secured Discount Notes due 2004(3)....................... 31,266 23,450 --
11% Senior Notes due 2003(3)........................................ 64,197 64,197 --
New Notes(4)........................................................ -- -- 200,000
Other obligations................................................... 2,510 2,510 --
----------- -------------- ------------
Total long-term debt and other obligations...................... 182,673 449,837 323,303
Common stockholders' equity (deficit)................................. (9,682) 54,627 187,911
----------- -------------- ------------
Total capitalization............................................ $ 172,991 $ 504,464 $ 511,214
----------- -------------- ------------
----------- -------------- ------------
</TABLE>

- ------------------------

(1) Represents actual amounts adjusted to give effect to the Transactions and
the application of the net proceeds from the IPO of $62.4 million.

(2) Represents pro forma amounts adjusted to give effect to the Offerings.

(3) See "Risk Factors -- Non-consummation of Debt Tender Offers."

(4) The Company intends to offer the New Notes following the Offering. There can
be no assurances that the Notes Offering will be consummated.

17
<PAGE>
PRO FORMA FINANCIAL INFORMATION

The following sets forth unaudited consolidated pro forma financial
information for the Company. The unaudited pro forma consolidated statement of
operations for the year ended December 31, 1995, the six month period ended June
30, 1996 and for the latest twelve month period ended June 30, 1996 give effect
to (i) the Transactions, (ii) the Offerings and the application of the estimated
net proceeds therefrom, (iii) the acquisitions of Naegele, Ad-Sign, Inc., Image
Media, Inc. and consummation of the IPO and the application of the estimated net
proceeds therefrom, and (iv) the net reduction in operating expenses of the
businesses acquired as if each had occurred at the beginning of the respective
periods. The unaudited pro forma balance sheet as of June 30, 1996 has been
prepared as if the Transactions, the Offerings and the IPO had occurred on June
30, 1996. There can be no assurances that the Transactions will be consummated.
See "Risk Factors -- Non-consummation of Debt Tender Offers" and "The
Transactions -- The Notes Offering."

The unaudited consolidated pro forma financial information does not purport
to present the actual financial position or results of operations of the Company
had the transactions and events assumed therein in fact occurred on the dates
specified, nor are they necessarily indicative of the results of operations that
may be achieved in the future. The unaudited pro forma consolidated financial
information is based on certain assumptions and adjustments described in the
notes thereto and should be read in conjunction therewith. See "Management's
Discussion and Analysis of Results of Operations and Financial Condition," the
Consolidated Financial Statements and the Notes thereto of the Company, the
Consolidated Financial Statements and the Notes thereto of NOA Holding Company,
the Statement of Revenues and Direct Expenses and the Notes thereto of Ad-Sign,
the Financial Statements and Notes thereto of POA Acquisition Corporation and
the Combined Financial Statements and Notes thereto of Tanner-Peck, L.L.C.
included elsewhere in this Prospectus.

18
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
UNIVERSAL AD-SIGN, INC NOA JULY
OUTDOOR HOLDINGS, AND IMAGE HOLDING ACQUISITION OFFERING
INC. MEDIA COMPANY ADJUSTMENTS ADJUSTMENTS
------------------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net revenues.............................. $ 34,148 $ 3,367 $ 24,848 $ -- $ --
-------- ------------- ----------- ------------- -------------
Operating expenses:
Direct cost of revenues................. 12,864 1,286 10,285 -- --
General and administrative expenses..... 4,645 402 5,378 (2,500)(1) --
Depreciation and amortization........... 7,402 640 4,341 3,260(2) --
-------- ------------- ----------- ------------- -------------
24,911 2,328 20,004 760 --
-------- ------------- ----------- ------------- -------------
Operating income (loss)................... 9,237 1,039 4,844 (760) --

Interest expense.......................... 12,894 -- 2,503 3,569(3) (5,502)(4)
Other expense (income).................... 46 -- -- -- --
-------- ------------- ----------- ------------- -------------
Net income (loss)......................... $ (3,703) $ 1,039 $ 2,341 $ (4,329) $ 5,502
-------- ------------- ----------- ------------- -------------
-------- ------------- ----------- ------------- -------------
Operating cash flow....................... $ 16,639 $ 1,679 $ 9,185 $ 2,500 $ --
-------- ------------- ----------- ------------- -------------
-------- ------------- ----------- ------------- -------------

MEMPHIS/ PRO FORMA
PRO FORMA POA TUNICA ADDITIONAL ACQUISITION PRO FORMA
UNIVERSAL ACQUISITION ACQUISITION ACQUISITIONS ADJUSTMENTS AS ADJUSTED
----------- ----------- ----------- ------------- ------------- ------------
<S> <C> <C>
Net revenues.............................. $ 62,363 $ 43,946 $ 13,104 $ 1,554 $ -- $ 120,967
----------- ----------- ----------- ------------- ------------- ------------
Operating expenses:
Direct cost of revenues................. 24,435 13,770 6,352 752 -- 45,309
General and administrative expenses..... 7,925 11,087 2,313 405 (4,140)(1) 17,590
Depreciation and amortization........... 15,643 7,650 1,800 51 11,127(2) 36,271
----------- ----------- ----------- ------------- ------------- ------------
48,003 32,507 10,465 1,208 6,987 99,170
----------- ----------- ----------- ------------- ------------- ------------
Operating income (loss)................... 14,360 11,439 2,639 346 (6,987) 21,797
Interest expense.......................... 13,464 7,370 1,575 69 18,900(5) 41,378
Other expense (income).................... 46 (84) -- (112) -- (150)
----------- ----------- ----------- ------------- ------------- ------------
Net income (loss)......................... $ 850 $ 4,153 $ 1,064 $ 389 $ (25,887) $ (19,431)
----------- ----------- ----------- ------------- ------------- ------------
----------- ----------- ----------- ------------- ------------- ------------
Operating cash flow....................... $ 30,003 $ 19,089 $ 4,439 $ 397 $ 4,140 $ 58,068
----------- ----------- ----------- ------------- ------------- ------------
----------- ----------- ----------- ------------- ------------- ------------

PRO FORMA
OFFERINGS AS
ADJUSTMENTS ADJUSTED
------------- -----------
Net revenues.............................. $ -- $ 120,967
-----------
Operating expenses:
Direct cost of revenues................. -- 45,309
General and administrative expenses..... -- 17,590
Depreciation and amortization........... -- 36,271
------------- -----------
-- 99,170
------------- -----------
Operating income (loss)................... -- 21,797
Interest expense.......................... (9,722)(6) 31,656
Other expense (income).................... -- (150)
------------- -----------
Net income (loss)......................... $ 9,722 $ (9,709)
------------- -----------
------------- -----------
Operating cash flow....................... $ -- $ 58,068
------------- -----------
------------- -----------
</TABLE>

See accompanying notes to pro forma combined statements of operations.

19
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
UNIVERSAL AD-SIGN, INC NOA JULY
OUTDOOR HOLDINGS, AND IMAGE HOLDING ACQUISITION OFFERING
INC. MEDIA COMPANY ADJUSTMENTS ADJUSTMENTS
------------------- --------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net revenues.............................. $ 26,239 $ 842 $ 5,832 $ -- $ --
-------- ----- ----------- ------------- -------------
Operating expenses:
Direct cost of revenues................. 9,520 322 2,616 -- --
General and administrative expenses..... 3,086 100 1,459 (676)(1) --
Depreciation and amortization........... 4,674 160 1,053 815(2) --
Non cash compensation for common stock
warrants............................... 9,000 -- -- -- --
-------- ----- ----------- ------------- -------------
26,280 582 5,128 139 --
-------- ----- ----------- ------------- -------------
Operating income.......................... (41) 260 704 (139) --

Interest expense.......................... 8,441 -- 468 863(3) (2,751)(4)
Other expense............................. 1,674 -- -- -- --
-------- ----- ----------- ------------- -------------
Net income (loss)......................... $ (10,156) $ 260 $ 236 $ (1,002) $ 2,751
-------- ----- ----------- ------------- -------------
-------- ----- ----------- ------------- -------------
Operating cash flow....................... $ 13,633 $ 420 $ 1,757 $ 676 $ --
-------- ----- ----------- ------------- -------------
-------- ----- ----------- ------------- -------------

MEMPHIS/ PRO FORMA
PRO FORMA POA TUNICA ADDITIONAL ACQUISITION PRO FORMA
UNIVERSAL ACQUISITION ACQUISITION ACQUISITIONS ADJUSTMENTS AS ADJUSTED
----------- ----------- ------------- --------------- ------------- ------------
<S> <C> <C>
Net revenues.............................. $ 32,913 $ 23,565 $ 7,717 $ 929 $ -- $ 65,124
----------- ----------- ------------- ----- ------------- ------------
Operating expenses:
Direct cost of revenues................. 12,458 7,241 3,956 343 -- 23,998
General and administrative expenses..... 3,969 6,305 599 313 (2,020)(1) 9,166
Depreciation and amortization........... 6,702 4,022 762 58 5,506(2) 17,050
Non cash compensation for common stock
warrants............................... 9,000 -- -- -- -- 9,000
----------- ----------- ------------- ----- ------------- ------------
32,129 17,568 5,317 714 3,486 59,214
----------- ----------- ------------- ----- ------------- ------------
Operating income.......................... 784 5,997 2,400 215 (3,486) 5,910
Interest expense.......................... 7,021 3,702 47 -- 10,208(5) 20,978
Other expense............................. 1,674 2 5 -- -- 1,681
----------- ----------- ------------- ----- ------------- ------------
Net income (loss)......................... $ (7,911) $ 2,293 $ 2,348 $ 215 $ (13,694) $ (16,749)
----------- ----------- ------------- ----- ------------- ------------
----------- ----------- ------------- ----- ------------- ------------
Operating cash flow....................... $ 16,486 $ 10,019 $ 3,162 $ 273 $ 2,020 $ 31,960
----------- ----------- ------------- ----- ------------- ------------
----------- ----------- ------------- ----- ------------- ------------

PRO FORMA
OFFERINGS AS
ADJUSTMENTS ADJUSTED
------------- -----------
Net revenues.............................. $ -- $ 65,124
------------- -----------
Operating expenses:
Direct cost of revenues................. -- 23,998
General and administrative expenses..... -- 9,166
Depreciation and amortization........... -- 17,050
Non cash compensation for common stock
warrants............................... -- 9,000
------------- -----------
-- 59,214
------------- -----------
Operating income.......................... -- 5,910
Interest expense.......................... (5,149)(6) 15,829
Other expense............................. -- 1,681
------------- -----------
Net income (loss)......................... $ 5,149 $ (11,600)
------------- -----------
------------- -----------
Operating cash flow....................... $ -- $ 31,960
------------- -----------
------------- -----------
</TABLE>

See accompanying notes to pro forma combined statements of operations.

20
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
PRO FORMA COMBINED STATEMENTS OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PRO FORMA
UNIVERSAL AD-SIGN, INC NOA JULY
OUTDOOR HOLDINGS, AND IMAGE HOLDING ACQUISITION OFFERING
INC. MEDIA COMPANY ADJUSTMENTS ADJUSTMENTS
------------------- ------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Net revenues.............................. $ 43,976 $ 2,525 $ 19,953 $ -- $ --
-------- ------------- ----------- ------------- -------------
Operating expenses:
Direct cost of revenues................. 16,118 965 8,108 -- --
General and administrative expenses..... 5,498 301 4,116 (1,875)(1) --
Depreciation and amortization........... 8,538 480 3,695 2,445(2) --
Non cash compensation for common stock
warrants............................... 9,000 -- -- -- --
-------- ------------- ----------- ------------- -------------
39,154 1,746 15,919 570 --
-------- ------------- ----------- ------------- -------------
Operating income.......................... 4,822 779 4,034 (570) --

Interest expense.......................... 14,778 -- 1,345 2,677(3) (5,502)(4)
Other expense (income).................... 1,695 -- -- -- --
-------- ------------- ----------- ------------- -------------
Net income (loss)......................... $ (11,651) $ 779 $ 2,689 $ (3,247) $ 5,502
-------- ------------- ----------- ------------- -------------
-------- ------------- ----------- ------------- -------------
Operating cash flow....................... $ 22,360 $ 1,259 $ 7,729 $ 1,875 $ --
-------- ------------- ----------- ------------- -------------
-------- ------------- ----------- ------------- -------------

MEMPHIS/ PRO FORMA
PRO FORMA POA TUNICA ADDITIONAL ACQUISITION PRO FORMA
UNIVERSAL ACQUISITION ACQUISITION ACQUISITIONS ADJUSTMENTS AS ADJUSTED
----------- ----------- ----------- ------------- ------------- ------------
<S> <C> <C>
Net revenues.............................. $ 66,454 $ 47,166 $ 14,207 $ 1,554 $ -- $ 129,381
----------- ----------- ----------- ------------- ------------- ------------
Operating expenses:
Direct cost of revenues................. 25,191 14,477 6,518 752 -- 46,938
General and administrative expenses..... 8,040 12,279 2,219 405 (4,140)(1) 18,803
Depreciation and amortization........... 15,158 7,967 1,732 51 10,878(2) 35,786
Non cash compensation for common stock
warrants............................... 9,000 -- -- -- -- 9,000
----------- ----------- ----------- ------------- ------------- ------------
57,389 34,723 10,469 1,208 6,738 110,527
----------- ----------- ----------- ------------- ------------- ------------
Operating income.......................... 9,065 12,443 3,738 346 (6,738) 18,854
Interest expense.......................... 13,298 7,519 350 69 19,976(5) 41,212
Other expense (income).................... 1,695 (143) -- -- -- 1,552
----------- ----------- ----------- ------------- ------------- ------------
Net income (loss)......................... $ (5,928) $ 5,067 $ 3,388 $ 277 $ (26,714) $ (23,910)
----------- ----------- ----------- ------------- ------------- ------------
----------- ----------- ----------- ------------- ------------- ------------
Operating cash flow....................... $ 33,223 $ 20,410 $ 5,470 $ 397 $ 4,140 $ 63,640
----------- ----------- ----------- ------------- ------------- ------------
----------- ----------- ----------- ------------- ------------- ------------

PRO FORMA
OFFERINGS AS
ADJUSTMENTS ADJUSTED
------------- -----------
Net revenues.............................. $ -- $ 129,381
------------- -----------
Operating expenses:
Direct cost of revenues................. -- 46,938
General and administrative expenses..... -- 18,803
Depreciation and amortization........... -- 35,786
Non cash compensation for common stock
warrants............................... -- 9,000
------------- -----------
-- 110,527
------------- -----------
Operating income.......................... -- 18,854
Interest expense.......................... (9,556)(6) 31,656
Other expense (income).................... -- 1,552
------------- -----------
Net income (loss)......................... $ 9,556 $ (14,354)
------------- -----------
------------- -----------
Operating cash flow....................... $ -- $ 63,640
------------- -----------
------------- -----------
</TABLE>

See accompanying notes to pro forma combined statements of operations.

21
<PAGE>

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995, FOR THE SIX MONTHS ENDED JUNE 30,
1996 AND FOR THE TWELVE MONTHS ENDED JUNE 30, 1996
(DOLLARS IN THOUSANDS)

The following explanations describe the assumptions used in determining the
pro forma adjustments necessary to present the pro forma results of operations
of the Company giving effect to the Transactions, the Offerings and the
application of the estimated net proceeds therefrom, the acquisitions of
Naegele, Ad-Sign, Image Media, Inc. and consummation of the IPO and the
application of the estimated net proceeds therefrom and the net reduction in
operating expenses of the businesses acquired as if each had occurred at the
beginning of the respective periods.

<TABLE>
<CAPTION>
SIX MONTHS TWELVE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, 1995 JUNE 30, 1996 JUNE 30, 1996
------------------- --------------- --------------
<S> <C> <C> <C>

<CAPTION>
1. Entry records reduction in general and administrative
expenses relating to elimination of certain duplicate
corporate expenses, principally relating to employee costs
and costs relating to other corporate activities. Amounts
have been determined based upon specific employees
identified for termination plus actual benefits costs
incurred, and expenses associated with leased facilities
which will not be assumed or will be canceled upon
consummation of the acquisition.
<S> <C> <C> <C>
NOA Holding Company, Ad-Sign and Image Media.............. $ 2,500 $ 676 $ 1,875
-------- --------------- --------------
-------- --------------- --------------
POA Acquisition........................................... $ 2,800 $ 1,400 $ 2,800
Memphis/Tunica Acquisition................................ 1,000 500 1,000
Additional Acquisitions................................... 340 120 340
-------- --------------- --------------
$ 4,140 $ 2,020 $ 4,140
-------- --------------- --------------
-------- --------------- --------------
2. Entry records the increase in depreciation and amortization
expense arising from purchase accounting adjustments to
advertising structures and goodwill amortized over a period
of 15 years:
NOA Holding Company, Ad-Sign and Image Media.............. $ 3,260 $ 815 $ 2,445
-------- --------------- --------------
-------- --------------- --------------
POA Acquisition........................................... $ 7,799 $ 3,703 $ 7,482
Memphis/Tunica Acquisition................................ 2,933 1,605 3,001
Additional Acquisitions................................... 395 198 395
-------- --------------- --------------
$ 11,127 $ 5,506 $ 10,878
-------- --------------- --------------
-------- --------------- --------------
3. Entry records additional interest expense assumed to be
incurred in connection with the acquisition of NOA Holding
Company, Ad-Sign and Image Media............................ $ 3,569 $ 863 $ 2,677
4. Entry to record the reduction in interest expense from the
application of the net proceeds of the IPO to the repayment
of long-term debt........................................... $ 5,502 $ 2,751 $ 5,502
5. Entry to record additional interest expense at an assumed
rate of 8.5% per annum in connection with the Transactions:
POA Acquisition........................................... $ 21,250 $ 10,625 $ 21,250
Memphis/Tunica Acquisition................................ 6,018 3,009 6,018
Additional Acquisitions................................... 646 323 646
-------- --------------- --------------
27,914 13,957 27,914
Actual interest expense for POA Acquisition,
Memphis/Tunica Acquisition and Additional Acquisitions... (9,014) (3,749) (7,938)
-------- --------------- --------------
$ 18,900 $ 10,208 $ 19,976
-------- --------------- --------------
-------- --------------- --------------
</TABLE>

22
<PAGE>

<TABLE>
<CAPTION>
SIX MONTHS TWELVE MONTHS
YEAR ENDED ENDED ENDED
DECEMBER 31, 1995 JUNE 30, 1996 JUNE 30, 1996
------------------- --------------- --------------
<S> <C> <C> <C>
6. Entry to record the changes in interest expense to reflect
the Offerings and the application of the net proceeds
therefrom:
Interest expense:
New Notes at an assumed rate of 10.25%.................. $ 20,500 $ 10,250 $ 20,500
New Credit Facility at an assumed rate of 8.5%.......... 10,481 5,241 10,481
Less pro forma, as adjusted interest expense............ (41,378) (20,978) (41,212)
Amortization of deferred financing costs.................. 675 338 675
-------- --------------- --------------
$ (9,722) $ (5,149) $ (9,556)
-------- --------------- --------------
-------- --------------- --------------
</TABLE>

23
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1996
(UNAUDITED)
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
UNIVERSAL MEMPHIS/
OUTDOOR HOLDINGS, JULY OFFERING POA TUNICA ADDITIONAL
INC. ADJUSTMENTS ACQUISITION ACQUISITION ACQUISITIONS
-------------------- -------------- ----------- ----------- --------------
<S> <C> <C> <C> <C> <C>
Current assets...................... $ 14,514 $ -- $ 14,767 $ 4,294 $ 100
Property and equipment.............. 152,279 -- 23,433 20,727 50
Deferred taxes...................... -- -- 11,835 -- --
Other assets........................ 12,382 -- 49,338 -- --
---------- -------------- ----------- ----------- -------
Total assets........................ $ 179,175 $ -- $ 99,373 $ 25,021 $ 150
---------- -------------- ----------- ----------- -------
---------- -------------- ----------- ----------- -------
Current liabilities, excluding
current maturities................. $ 6,184 $ -- $ 3,419 $ 311 $ 30
Current maturities of long-term
debt............................... -- -- 9,110 52 --
Long-term debt...................... 182,673 (61,236 (1) 73,948 1,108 --
---------- -------------- ----------- ----------- -------
Total liabilities................... 188,857 (61,236 ) 86,477 1,471 30
---------- -------------- ----------- ----------- -------
Stockholders' equity (deficit)...... (9,682 ) 61,236 12,896 23,550 120
---------- -------------- ----------- ----------- -------
Total liabilities and shareholders'
equity............................. $ 179,175 $ -- $ 99,373 $ 25,021 $ 150
---------- -------------- ----------- ----------- -------
---------- -------------- ----------- ----------- -------

<CAPTION>
PRO FORMA PRO FORMA
ACQUISITION PRO FORMA OFFERINGS AS
ADJUSTMENTS AS ADJUSTED ADJUSTMENTS ADJUSTED
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Current assets...................... $ (2,123 (2) $ 31,552 $ -- $ 31,552
Property and equipment.............. 262,150 (2) 458,639 -- 458,639
Deferred taxes...................... -- 11,835 -- 11,835
Other assets........................ (49,338 (2) 12,382 6,750 4) 19,132
------------- ------------- ------------- -------------
Total assets........................ $ 210,689 $ 514,408 $ 6,750 $ 521,158
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
Current liabilities, excluding
current maturities................. $ -- $ 9,944 $ -- $ 9,944
Current maturities of long-term
debt............................... (9,162 (2) -- --
Long-term debt...................... 253,344 (2) 449,837 (126,534 ) 323,303
------------- ------------- -------------
-- --
------------- ------------- ------------- -------------
Total liabilities................... 244,182 459,781 (126,534 ) 333,247
------------- ------------- ------------- -------------
Stockholders' equity (deficit)...... (33,493 3) 54,627 133,284 (6) 187,911
--
------------- ------------- ------------- -------------
Total liabilities and shareholders'
equity............................. $ 210,689 $ 514,408 $ 6,750 $ 521,158
------------- ------------- ------------- -------------
------------- ------------- ------------- -------------
</TABLE>

24
<PAGE>
NOTES TO UNAUDITED CONSOLIDATED PRO FORMA BALANCE SHEET
AT JUNE 30, 1996
(DOLLARS IN THOUSANDS)

The following explanations describe the assumptions used in determining the
pro forma adjustments necessary to present the pro forma financial position of
the Company after giving effect to the Transactions, the Offerings and the
consummation of the IPO.

1. Entry records the proceeds of the IPO and the application of the net
proceeds therefrom:

<TABLE>
<S> <C>
Net proceeds of IPO....................................................... $ 62,436
Other costs related to IPO................................................ (1,200)
---------
$ 61,236
---------
---------
</TABLE>

2. Entry records the effects of the Acquisitions.

<TABLE>
<CAPTION>
POA MEMPHIS/TUNICA ADDITIONAL
ACQUISITION ACQUISITION ACQUISITIONS TOTAL
----------- ---------------- ------------ -----------
<S> <C> <C> <C> <C>
Increase in long-term debt (including current
maturities).......................................... $ 166,942 $ 69,640 $ 7,600 $ 244,182
Changes in assets and liabilities resulting from
allocation of purchase price:
Current assets...................................... (2,123) (2,123)
Property and equipment.............................. 205,507 49,163 7,480 262,150
Other assets........................................ (49,338) (49,338)
Stockholders' equity................................ (12,896) (23,677) (120) (36,693)
----------- -------- ------------ -----------
$ 308,092 $ 95,126 $ 14,960 $ 418,178
----------- -------- ------------ -----------
----------- -------- ------------ -----------
</TABLE>

3. Entry to record 100,000 shares of common stock to be issued in connection
with the Memphis/ Tunica acquisition at an assumed price of $32:

<TABLE>
<S> <C>
Stockholders' equity..................................................... $ 3,200
---------
---------
</TABLE>

<TABLE>
<S> <C>
Entry to record capitalized financing fees............................... $ 6,750
---------
---------
</TABLE>

5. Entry to record net reduction in long-term debt.

<TABLE>
<S> <C>
Proceeds of the Offering................................................. $ 160,000
Costs, expenses and other charges of the Offerings....................... (26,716)
Capitalized financing fees............................................... (6,750)
---------
Net reduction in long-term debt.......................................... $ 126,534
---------
---------
</TABLE>

6. Entry to record net increase in stockholders' equity from proceeds of the
Offerings.

<TABLE>
<S> <C>
Proceeds of the Offering................................................. $ 160,000
Costs, expenses and other charges of the Offerings....................... (26,716)
---------
Net increase in stockholders' equity..................................... $ 133,284
---------
---------
</TABLE>

25
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The selected financial data presented below as of and for the year ended
December 31, 1995 and the six months ended June 30, 1996 and 1995 are derived
from the Consolidated Financial Statements of the Company. The selected
financial data as of and for the years ended December 31, 1992, 1993, 1994 and
1995 are derived from the financial statements of the Company. Certain of such
financial statements were unaudited. The financial statements of the Company for
the three years in the period ended December 31, 1995 were audited by Price
Waterhouse LLP, independent accountants, as indicated in their report included
elsewhere in this Prospectus. The selected financial data as of and for the six
months ended June 30, 1995 and 1996 are derived from the combined financial
statements included herein and include all normal and recurring adjustments
necessary for a fair presentation of such data. The data set forth below should
be read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements,
including the Notes thereto, appearing elsewhere in this Prospectus. Due to the
significant development and acquisition of additional structures, the data set
forth below is not necessarily comparable on a year-to-year basis and data set
forth for certain periods is not indicative of results for the full year.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1991 1992 1993 1994 1995
------- ------- ------- ------- -------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE
AMOUNTS)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Gross revenue..................... $21,435 $27,896 $28,710 $33,180 $38,101
Net revenues (1).................. 18,835 24,681 25,847 29,766 34,148
Direct advertising expenses....... 7,638 10,383 10,901 11,806 12,864
General and administrative
expenses......................... 3,515 3,530 3,357 3,873 4,645
Depreciation and amortization..... 5,530 7,817 8,000 7,310 7,402
Non cash compensation for common
stock warrants................... -- -- -- -- --
------- ------- ------- ------- -------
Operating income.................. 2,152 2,951 3,589 6,777 9,237
Interest expense.................. 6,599 9,591 9,299 11,809 12,894
Other (expense) income, net....... (53) 291 (351) (134) (46)
------- ------- ------- ------- -------
Loss before extra-
ordinary item (2)................ (4,500) (6,349) (6,061) (5,166) (3,703)
Net loss.......................... (4,500) (6,349) (9,321) (5,166) (3,703)
Net loss per share................ (0.59) (0.83) (1.22) (0.67) (0.48)
Weighted average common and
equivalent shares outstanding.... 7,654 7,654 7,654 7,654 7,654

OTHER DATA:
Operating Cash Flow (3)........... $ 7,682 $10,768 $11,589 $14,087 $16,639
Operating Cash Flow Margin (4).... 40.8% 43.6% 44.8% 47.3% 48.7%
Capital expenditures.............. 2,047 2,352 2,004 4,668 5,620

SIX MONTHS
ENDED JUNE 30,
---------------
1995 1996
------- ------

<S> <C> <C>
STATEMENT OF OPERATIONS DATA:
Gross revenue..................... $18,292 $29,366
Net revenues (1).................. 16,411 26,239
Direct advertising expenses....... 6,266 9,520
General and administrative
expenses......................... 2,233 3,086
Depreciation and amortization..... 3,538 4,674
Non cash compensation for common
stock warrants................... -- 9,000
------- ------
Operating income.................. 4,374 (41)
Interest expense.................. 6,342 8,441
Other (expense) income, net....... (25) (1,674)
------- ------
Loss before extra-
ordinary item (2)................ (1,993) (10,156)
Net loss.......................... (1,993) (10,156)
Net loss per share................ (0.26) (0.97)
Weighted average common and
equivalent shares outstanding.... 7,654 10,489
OTHER DATA:
Operating Cash Flow (3)........... $ 7,912 $13,633
Operating Cash Flow Margin (4).... 48.2% 52.0%
Capital expenditures.............. 2,521 2,943
</TABLE>

<TABLE>
<CAPTION>
JUNE 30, 1996
YEAR ENDED DECEMBER 31, -------------------------
----------------------------------------------------- PRO FORMA AS ADJUSTED
1991 1992 1993 1994 1995 (6) (7)
--------- --------- --------- --------- --------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital(5)............................. $ 2,365 $ 1,326 $ 1,730 $ 2,845 $ 4,195 $ 21,608 $ 21,608
Total assets................................... 71,682 65,754 61,816 68,253 71,050 514,408 521,158
Total long-term debt and other obligations..... 65,076 59,363 69,254 99,669 106,362 449,837 323,303
Redeemable preferred stock..................... 13,442 15,055 21,505
Common stockholders' equity (deficit).......... (11,450) (17,799) (32,157) (34,823) (38,526) 54,627 187,911
</TABLE>

- ------------------------------
(1) Net revenues are gross revenues less agency commissions.

(2) Extraordinary loss represents loss on early extinguishment of debt.

(3) "Operating Cash Flow" is operating income before depreciation and
amortization and other non cash charges. 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 (loss) as an indicator of the
Company's operating performance or to net cash provided by operating
activities as a measure of liquidity. 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.

(4) "Operating Cash Flow Margin" is Operating Cash Flow stated as a percentage
of net revenues.

(5) Working capital is current assets less current liabilities (excluding
current maturities of long-term debt and other obligations). Other
obligations totalled $2,850 at December 31, 1992.

(6) Represents actual amounts adjusted to give effect to the Transactions and
the application of the net proceeds from the IPO of $62.4 million.

(7) Represents pro forma amounts adjusted to give effect to the Offerings.

26
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion of the consolidated results of operations of the
Company for the three years ended December 31, 1995 and financial condition at
December 31, 1995 should be read in conjunction with the Consolidated Financial
Statements of the Company and the related notes included elsewhere in this
Prospectus.

Except as otherwise indicated, the following discussion relates to the
Company on an historical basis, without giving effect to the Acquisitions or the
Offerings.

GENERAL

The Company has grown significantly since 1989 through the acquisition of
outdoor advertising businesses and individual display faces in specific markets,
improvements in occupancy and advertising rates, and the development of new
display faces in existing markets. Between January 1, 1989 and August 31, 1996,
the Company spent in excess of $160 million to acquire additional display faces,
increasing the number of its display faces from approximately 500 in 1989 to
approximately 12,500 at August 31, 1996. During this period, the Company's net
revenues increased from $18.8 million in 1989 to $34.1 million in 1995. The
following table lists the Company's acquisitions since January 1, 1989:

<TABLE>
<CAPTION>
APPROXIMATE NUMBER AND TYPE
OF DISPLAY FACES ACQUIRED
------------------------------------------------
30-SHEET 8-SHEET
YEAR OF ACQUISITION MARKETS BULLETINS POSTERS POSTERS TOTAL
- ----------------------- ---------------------------------------------------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
1989................... Milwaukee, Chicago 270 -- -- 270
1990................... Chicago 12 -- -- 12
1991................... Indianapolis, Des Moines, Evansville, Chicago 421 2,480 140 3,041
1994................... Chicago, Milwaukee 20 -- 4,151 4,171
1995................... Chicago, Dallas 9 -- 1,127 1,136
1996................... Chicago, Minneapolis/St. Paul, Jacksonville 1,022 2,550 -- 3,572
----- ----- ----- ---------
Total.................................................................... 1,754 5,030 5,418 12,202
----- ----- ----- ---------
----- ----- ----- ---------
</TABLE>

The Company's acquisitions have been financed through bank borrowings and
the issuance of long-term debt and redeemable preferred stock (all of which has
been redeemed), as well as with internally-generated funds. The Acquisitions
will be financed, in part, from the proceeds of the Offerings and the New Credit
Facility. All acquisitions (including the Acquisitions) have been accounted for
using the purchase method of accounting, and consequently, operating results
from acquired operations are included from the respective dates of those
acquisitions. As a result of these acquisitions and the effects of consolidation
of operations following each acquisition, the operating performance of certain
markets and of the Company as a whole reflected in the Company's Consolidated
Financial Statements and other financial and operating data included herein are
not necessarily comparable on a year-to-year basis.

The Company recognized a one-time non-cash compensation charge of
approximately $9 million in the quarter ended June 30, 1996 relating to the
issuance of the Warrants under the 1996 Warrant Plan. See "Management -- The
1996 Warrant Plan."

27
<PAGE>
CERTAIN EFFECTS OF THE ACQUISITIONS

The Company currently owns approximately 12,500 advertising display faces in
eight metropolitan markets. Following consummation of the Acquisitions, the
Company will own approximately 21,114 advertising display faces located in 14
metropolitan markets. The following table sets forth the number of display faces
to be acquired in connection with the Acquisitions:

<TABLE>
<CAPTION>
APPROXIMATE NUMBER AND TYPE OF DISPLAY FACES
ACQUIRED
------------------------------------------------
30-SHEET 8-SHEET
MARKET BULLETINS POSTERS POSTERS TOTAL
- ------------------------------------------------------------------------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
MIDWEST:
Des Moines............................................................. -- 160 -- 160
Dallas................................................................. 245 -- -- 245
SOUTHEAST:
Orlando................................................................ 842 1,080 -- 1,922
Memphis/Tunica......................................................... 706 1,179 133 2,018
Chattanooga............................................................ 359 663 -- 1,022
Myrtle Beach........................................................... 729 455 -- 1,184
Palm Beach............................................................. 99 21 -- 120
Ocala.................................................................. 879 199 -- 1,078
East Coast area (FL)................................................... 567 -- -- 567
Gulf Coast area (FL)................................................... 444 -- -- 444
----- ----- ----- ---------
Total................................................................ 4,870 3,757 133 8,760
----- ----- ----- ---------
----- ----- ----- ---------
</TABLE>

Taking into effect the consummation of the Acquisitions, approximately 84%
of the Company's gross revenues are contracted for directly from local
advertisers. If the Acquisitions would have occurred on January 1, 1995, the
Company would have had net revenues of $121.0 million and Operating Cash Flow of
$57.9 million in 1995. The Company would have had net operating loss
carryforwards and other tax-deductible items arising from the Transactions
aggregating in excess of approximately $75 million as of December 31, 1995.

HISTORICAL RESULTS OF OPERATIONS

The following table presents certain operating statement items in the
Consolidated Statements of Operations as a percentage of net revenues:

<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE
YEAR ENDED DECEMBER 31, 30
---------------------------------- ----------------------
1993 1994 1995 1995 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net revenues............................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Direct advertising expenses................................ 42.2 39.7 37.7 38.2 36.3
General and administrative expenses........................ 13.0 13.0 13.6 13.6 11.8
----- ----- ----- ----- -----
Operating Cash Flow(1)..................................... 44.8 47.3 48.7 48.2 51.9
Depreciation and amortization.............................. 30.9 24.5 21.6 21.5 17.8
Non cash compensation for common stock warrants............ -- -- -- -- 34.3
----- ----- ----- ----- -----
Operating income........................................... 13.9 22.8 27.1 26.7 (.2)
Other expense, primarily interest.......................... 37.3 40.2 37.9 38.8 38.5
----- ----- ----- ----- -----
Net loss before extraordinary item......................... (23.4) (17.4) (10.8) (12.1) (38.7)
----- ----- ----- ----- -----
</TABLE>

- ------------------------
(1) As defined herein.

Revenues are a function of both the occupancy of the Company's display faces
and the rates that the Company charges for their use. The Company focuses its
sales effort on maximizing occupancy levels

28
<PAGE>
while maintaining rate integrity in its markets. Additionally, the Company
believes it is important to the overall sales effort to continually attempt to
develop new inventory in growth areas of its existing markets in order to
enhance overall revenues.

Net revenues represent gross revenues less commissions paid to advertising
agencies that contract for the use of advertising displays on behalf of
advertisers. Approximately 77% of the Company's gross revenues are contracted
for directly from local advertisers. Agency commissions on those revenues which
are contracted through agencies are typically 15% of gross revenues on local
sales and 16 2/3% of gross revenues on national sales. The Company considers
agency commissions as a reduction in gross revenues, and measures its operating
performance based upon percentages of net revenues rather than gross revenues.

Direct advertising expenses consist of the following five categories: lease,
production, sales, maintenance and illumination. The lease expense consists
mainly of rental payments to owners of the land underlying the signs. The
production category consists of all of the costs to produce advertising copy and
install it on the display faces. Sales expense consists mainly of the cost of
staffing a sales force to sell within a specific market. The maintenance
category includes minor repair and miscellaneous maintenance of the sign
structures and the illumination category consists mainly of electricity costs to
light the display faces. The majority of these direct expenses are variable
costs (other than lease costs) that will fluctuate with the overall level of
revenues. In 1995, these expenses amounted to the following approximate
percentages of net revenues: lease 14.2%, production 11.3%, sales 6.8%,
maintenance 3.3% and illumination 2.1%.

General and administrative expenses occur at both the market and corporate
levels. At the market level these expenses contain various items of office
overhead pertaining to both the personnel and the facility required to
administer a given market. The corporate general and administrative costs
represent staff and facility expenses for the executive offices and the
centralized accounting function. Both types of general and administrative
expenses are primarily fixed expenses in the operation of the business.

The Company had federal income tax net operating losses ("NOLs") of
approximately $15.5 million as of December 31, 1995, which will expire over a
period of years beginning in 2005. Use of these NOLs is subject to an annual
limit of approximately $2.4 million under Section 382 of the Internal Revenue
Code of 1986, as amended, and may be subject to further restriction under the
rules applicable to corporations filing consolidated federal income tax returns.
Management believes that sufficient taxable income will be generated to use the
$15.5 million of NOLs prior to their expiration between 2005 and 2010. However,
there can be no assurance that sufficient taxable income will be generated in
the future.

COMPARISON OF SIX MONTH PERIODS ENDED JUNE 30, 1996 AND JUNE 30, 1995

Net revenues increased 59.9% to $26.2 million during the first six months of
1996 from $16.4 million in the corresponding 1995 period, reflecting higher
advertising rates and occupancy levels experienced primarily in the
Indianapolis, Des Moines and Evansville markets and the inclusion of the 1996
partial period of revenues from the acquisition of Ad-Sign, Inc. and Naegele.

Direct advertising expenses increased to $9.5 million in the first six
months of 1996 from $6.3 million in the 1995 period as a result of the higher
net revenues. As a percentage of net revenues, direct advertising expenses
decreased slightly to 36.3% in the first six months of 1996 compared to 38.2% in
the 1995 period as a result of economies of scale associated with increased
revenues.

General and administrative expenses increased to $3.1 million in the first
six months of 1996 from $2.2 million in the 1995 period primarily as a result of
increased payroll costs. As a percentage of net revenues, general and
administrative expenses decreased to 11.8% in the first six months of 1996 from
13.6% in the 1995 period as a result of economies of scale associated with
increased revenues.

As a result of the above factors, Operating Cash Flow increased by 72.3% to
$13.6 million in 1996 from $7.9 million in 1995.

29
<PAGE>
Depreciation and amortization expense for the first six months of 1996
increased to $4.7 million from $3.5 million in 1995 due to large increases in
the fixed assets offset by reduced depreciation of certain older fixed assets.

Non-cash compensation related to common stock warrants consisted of a $9.0
million charge arising from the issuance of common stock warrants in the Naegele
Acquisition (as hereafter defined).

Total interest expense in the first six months of 1996 increased to $8.4
million from $6.3 million in the 1995 period primarily as a result of larger
borrowings under an acquisition credit facility following the acquisition of
Ad-Sign, Inc. and Naegele.

The foregoing factors contributed to the Company's $10.2 million net loss in
the first six months of 1996 from a $2.0 million net loss in the 1995 period.

COMPARISON OF YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994

Net revenues increased 14.7% to $34.1 million during 1995 from $29.8 million
in 1994, reflecting higher advertising rates and occupancy levels particularly
in the Chicago and Indianapolis markets and inclusion of approximately $500,000
in revenues attributable to the acquisitions in the Dallas market.

Direct advertising expenses increased to $12.9 million in 1995 from $11.8
million in 1994 as a result of higher sales during the 1995 period. As a
percentage of net revenues, however, direct advertising expenses decreased to
37.7% in 1995 as a result of economies of scale associated with increased
revenues.

General and administrative expenses in 1995 increased to $4.6 million from
$3.9 million in 1994 due to the incremental payroll costs associated with
additional employees and expenses related to acquisitions. As a percentage of
net revenues, general and administrative expenses increased to 13.6% from 13.0%
in the prior year. This increase was due primarily to the incremental payroll
costs associated with additional employees and expenses related to acquisitions.

As a result of the above factors, Operating Cash Flows increased by 18.1% to
$16.6 million in 1995 from $14.1 million in 1994.

Depreciation and amortization expenses increased slightly to $7.4 million in
1995 from $7.3 million in 1994 due to large increases in the fixed assets offset
by reduced depreciation of the older fixed assets.

Total interest expense increased to $12.9 million in 1995 from $11.8 million
in 1994 due to interest expense associated with additional borrowings and the
accretion of interest due to a larger amount of principal outstanding, partially
offset by the elimination of the accretion of dividends on redeemable preferred
stock.

The foregoing factors contributed to the Company's $3.7 million net loss in
1995 compared to a net loss of $5.2 million in 1994. Because the Company
incurred net losses in 1995, 1994 and 1993, it had no provision for income taxes
in those years.

COMPARISON OF YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993

Net revenues increased 15.2% to $29.8 million during 1994 from $25.8 million
in 1993, reflecting higher advertising rates and occupancy levels and increased
sales to local advertisers. Increases in revenue from the advertising structures
acquired in certain acquisitions, offset by declines in revenues from the
January 1994 sale of the Company's 97 bulletin display faces in Jacksonville,
accounted for approximately $700,000 of the increased revenues in 1994.

Direct advertising expenses increased to $11.8 million in 1994 from $10.9
million in 1993 as a result of higher sales during the 1994 period. As a
percentage of net revenues, however, direct advertising expenses decreased to
39.7% in 1994 as a result of economies of scale associated with increased
revenues.

30
<PAGE>
General and administrative expenses in 1994 increased to $3.9 million from
$3.4 million in 1993 due to the incremental payroll costs associated with
additional employees. As a percentage of net revenues, however, general and
administrative expenses remained flat at 13.0%.

As a result of the above factors, Operating Cash Flow increased by 21.6% to
$14.1 million in 1994 from $11.6 million in 1993.

Depreciation and amortization expenses decreased to $7.3 million (24.5% of
net revenues) in 1994 from $8.0 million (30.9% of the net revenues) in 1993 due
to scheduled depreciation of the fixed assets.

Total interest expense increased to $11.8 million in 1994 from $9.3 million
in 1993 as a result of the incremental interest associated with the offering of
the Existing Company Notes and the additional borrowings in 1994, which were
partially offset by less accretion of dividends on the redeemable preferred
stock because such stock was redeemed in June 1994.

The foregoing factors contributed to the Company's $5.2 million net loss in
1994 compared to a net loss of $9.3 million in 1993 (which included a $3.3
million extraordinary charge recorded in the fourth quarter of 1993). Because
the Company incurred net losses in 1994 and 1993, it had no provision for income
taxes in those years.

QUARTERLY COMPARISONS

The following table sets forth certain quarterly financial information of
the Company for each quarter of 1994 and 1995 and for the first and second
quarter of 1996. The information has been derived from the quarterly financial
statements of the Company which are unaudited but which, in the opinion of
management, have been prepared on the same basis as the financial statements
included herein and include all adjustments (consisting only of normal recurring
items) necessary for a fair presentation of the financial result for such
periods. This information should be read in conjunction with the Consolidated
Financial Statements and the Notes thereto and the other financial information
appearing elsewhere in this Prospectus. The operating results for any quarter
are not necessarily indicative of results for any future period.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30, DEC. 31,
1994 1994 1994 1994 1995 1995 1995 1995
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS)
STATEMENT OF
OPERATIONS DATA:
Net revenues....... $ 6,102 $ 7,803 $ 7,973 $ 7,888 $ 7,236 $ 9,175 $ 8,940 $ 8,797
Operating income... 924 2,333 2,002 1,518 1,319 3,055 2,458 2,405
Net income(loss)... (2,053) (498) (1,099) (1,516) (1,778) (215) (811) (899)

PERCENTAGE OF NET
REVENUES:
Operating income... 15.1% 29.9% 25.1% 19.2% 18.2% 33.3% 27.5% 27.3%
Net income
(loss)........... (33.6) (6.4) (13.8) (19.2) (24.6) (2.3) (9.1) (10.2)

OTHER DATA:
Operating Cash
Flow(1).......... $ 2,709 $ 3,998 $ 3,885 $ 3,495 $ 3,056 $ 4,856 $ 4,308 $ 4,419
Operating Cash Flow
Margin(2)........ 44.4% 51.2% 48.7% 44.3% 42.2% 52.9% 48.2% 50.2%

MARCH 31, JUNE 30,
1996 1996
----------- -----------
<S> <C> <C>

STATEMENT OF
OPERATIONS DATA:
Net revenues....... $ 8,427 $ 17,812
Operating income... 1,597 (1,638)
Net income(loss)... (2,008) (8,148)
PERCENTAGE OF NET
REVENUES:
Operating income... 19.0% (9.2)%
Net income
(loss)........... (23.8) (45.7)%
OTHER DATA:
Operating Cash
Flow(1).......... $ 3,629 $ 10,004
Operating Cash Flow
Margin(2)........ 43.1% 56.2%
</TABLE>

- ------------------------------
(1) Operating Cash Flow is operating income before depreciation and
amortization.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 (loss) as an indicator of the Company's operating performance or to
net cash provided by operating activities as a measure of liquidity.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.

(2) Operating Cash Flow Margin is Operating Cash Flow stated as a percentage of
net revenues.

31
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company has historically satisfied its working capital requirements with
cash from operations and revolving credit borrowings. Its acquisitions have been
financed primarily with borrowed funds and, to a lesser extent, with preferred
stock.

The Company completed its initial public offering ("IPO") of 4,630,000
shares of its Common Stock (including 930,000 shares sold pursuant to exercise
of the Underwriters' over-allotment option) on July 26, 1996, resulting in
proceeds to the Company of $62.4 million. The Company intends to utilize a
portion of the net proceeds to redeem $9.5 million of the Existing Company Notes
prior to September 23, 1996 and has repaid a portion of the amounts outstanding
under the Existing Acquisition Credit Facility (as hereafter defined).

In connection with an acquisition consummated in April 1996, UOI, its
current lender, LaSalle National Bank ("LaSalle"), and an additional bank,
Bankers Trust Company ("Bankers Trust"; together with LaSalle, the "Lenders"),
agreed to (i) refinance the Company's existing credit facility with a revolving
credit facility (the "Existing Revolving Credit Facility") and (ii) provide an
additional extension of credit for purposes of acquisition financing (the
"Existing Acquisition Credit Facility", and together with the Existing Revolving
Credit Facility, the "Existing Credit Facilities") and, specifically, the
financing, in part, of the Naegele Acquisition (as hereafter defined). The
Lenders extended an acquisition term loan in the amount of $75 million and an
acquisition revolving credit line in the amount of $12.5 million for a total
commitment of $87.5 million, of which $84.5 million was drawn at the closing of
the Naegele Acquisition. In addition, the Lenders extended a working capital
revolving credit line in the amount of $12.5 million, of which no amount has
been drawn. In addition to the amounts drawn under the Existing Acquisition
Credit Facility, the Company sold a minority portion of its capital stock for
$30 million in cash proceeds which was used to finance the remaining amount of
the Naegele Acquisition and to refinance existing indebtedness.

Prior to or concurrently with the consummation of the Offering, the Company
intends to amend and restate the Existing Credit Facilities which will become
the New Credit Facility. The New Credit Facility provides for a total loan
commitment of $300 million. Approximately $212.5 million of the New Credit
Facility matures on September 30, 2003 with the remaining amount maturing on
September 30, 2004. Upon the occurrence of certain triggering events, a portion
of the New Credit Facility will convert to a term loan. Such amounts may not be
reborrowed. See "Description of Indebtedness and Other Commitments"

Net cash provided by operating activities increased to $6.1 million for the
six months ended June 30, 1996 from $2.6 million for the 1995 period. Net cash
provided by operating activities increased to $7.0 million in 1995 from $4.9
million in 1994. Net cash provided by operating activities reflects the
Company's net loss adjusted for non-cash items and the use or source of cash for
the net change in working capital.

The Company's net cash used in investing activities of $110.1 million for
the six months ended June 30, 1996 includes cash used for acquisitions of $107.1
million and other capital expenditures of $2.9 million. The Company's net cash
used in investing activities of $9.1 million for the year ended December 31,
1995 includes cash used for acquisitions of $1.9 million and other capital
expenditures of $5.6 million. Capital expenditures have been made primarily to
develop new structures in each of its markets. The Company intends to continue
to develop new structures in its markets and to consider other potential
acquisitions. Management established the Existing Acquisition Credit Facility
and the New Credity Facility for the purpose of financing acquisitions and
capital expenditures relating to the development and improvement of advertising
structures. The Company believes that its cash from operations, together with
available borrowings under the New Credit Facility, will be sufficient to
satisfy its cash requirements, including anticipated capital expenditures, for
the foreseeable future. However, in the event cash from operations, together
with available funds under the New Credit Facility are insufficient to satisfy
its cash requirements, the Company may incur additional indebtedness to finance
its operations including, without limitation, additional acquisitions.

32
<PAGE>

For the six months ended June 30, 1996, $104.1 million was provided by
financing activities primarily due to increased borrowings under the Existing
Credit Facilities and the sale of capital stock. For the six months ended June
30, 1995, net cash of $2.1 million was provided by financing activities,
primarily due to borrowings under the prior credit facility. For the years ended
December 31, 1995 and 1994, $2.1 million and $3.3 million, respectively, was
provided by financing activities, primarily as a result of additional borrowings
under the prior credit facility.

In June 1994, the Company completed an offering of $50 million of the
Existing Company Notes, the proceeds from which were used to redeem all of the
Company's outstanding preferred stock and a portion of the Company's outstanding
common stock and for working capital purposes. The Existing Company Notes accrue
interest at a rate of 14% per annum with cash payments thereon beginning on
January 1, 2000.

The Company intends to use a portion of the proceeds from the Offering to
repurchase in full the Existing Company Notes. As of the date of this
Prospectus, the aggregate principal amount of the outstanding Existing Company
Notes was approximately $37.5 million (with an accreted value of approximately
$25.5 million).

The Company expects to fund its capital expenditures primarily with cash
from operations and expects its capital expenditures to be primarily for
development of additional structures. The Company intends to utilize its cash
from operations to continue to develop new advertising structures in each of its
markets, and, as appropriate opportunities arise, to acquire additional outdoor
advertising operations in its existing markets, in geographically proximate
markets and in contiguous markets. The Company is also exploring the development
of other forms of out-of-home media, such as bus shelter advertising and transit
advertising that management believes would complement the Company's existing
outdoor operations. The restrictions imposed by the New Credit Facility and the
indenture governing the New Notes may limit the Company's use of cash from
operations for these purposes.

INFLATION

Inflation has not had a significant impact on the Company over the past
three years. The floating rate on the New Credit Facility could increase in an
inflationary environment, but management believes that because a significant
portion of the Company's costs are fixed, inflation will not have a material
adverse effect on its operations. However, there can be no assurance that a high
rate of inflation in the future will not have an adverse effect on the Company's
operations.

NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued SFAS No. 121, ACCOUNTING
FOR THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED
OF, which established a new accounting principle for accounting for the
impairment of certain loans, certain investments in debt and equity securities,
long-lived assets that will be held and used including certain identifiable
intangibles and goodwill related to those assets, and long-lived assets and
certain identifiable intangibles to be disposed of. While the Company has not
completed its evaluation of the impact that will result from adopting this
statement, it does not believe that adoption of the statement will have a
significant impact on the Company's financial position and results of
operations.

The Financial Accounting Standard Board issued SFAS No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION, which allows a Company to record stock-based
compensation on the basis of fair value. The Company adopted the fair value
method for recording stock-based compensation upon issuance of warrants in April
1996. The Company recognized a one-time non-cash compensation charge of
approximately $9 million in the quarter ended June 30, 1996 relating to the
issuance of the Warrants under the 1996 Warrant Plan. See "Management -- The
1996 Warrant Plan."

33
<PAGE>
BUSINESS

GENERAL

The Company is a leading outdoor advertising company operating approximately
21,114 advertising display faces in two large, regional operating areas: the
Midwest (Chicago, Minneapolis/St. Paul, Indianapolis, Milwaukee, Des Moines,
Evansville and Dallas) and the Southeast (Orlando, Jacksonville, Palm Beach,
Ocala and the East Coast and Gulf Coast areas of Florida, Memphis/Tunica,
Chattanooga, and Myrtle Beach).

INDUSTRY OVERVIEW

The outdoor advertising industry has experienced increased advertiser
interest and revenue growth in recent years. Outdoor advertising generated total
revenues of approximately $1.8 billion in 1995, or approximately 1.1% of the
total advertising expenditures in the United States, and the out-of-home
advertising industry generated revenues in excess of $3.0 billion in 1995,
according to estimates by the Outdoor Advertising Association of America (the
"OAAA"), the trade association for the outdoor advertising industry. Outdoor
advertising's 1995 revenue represent growth of approximately 8.2% over estimated
total revenues for 1994, which compares favorably to the growth of total U.S.
advertising expenditures of approximately 7.7% during the same period.

Advertisers purchase outdoor advertising for a number of reasons. Outdoor
advertising offers repetitive impact and a relatively low cost
per-thousand-impressions, a commonly used media measurement, as compared to
television, radio, newspapers, magazines and direct mail marketing. Accordingly,
because of its cost-effective nature, outdoor advertising is a good vehicle to
build mass market support. In addition, outdoor advertising can be used to
target a defined audience in a specific location and, therefore, can be relied
upon by local businesses concentrating on a particular geographic area where
customers have specific demographic characteristics. For instance, restaurants,
motels, service stations and similar roadside businesses may use outdoor
advertising to reach potential customers close to the point of sale and provide
directional information. Other local businesses such as television and radio
stations and consumer products companies may wish to appeal more broadly to
customers and consumers in the local market. National brand name advertisers may
use the medium to attract customers generally and build brand awareness. In all
cases, outdoor advertising can be combined with other media such as radio and
television to reinforce messages being provided to consumers.

The outdoor advertising industry has experienced significant change in
recent periods due to a number of factors. First, the entire "out-of-home"
advertising category has expanded to include, in addition to traditional
billboards and roadside displays, displays in shopping centers and malls,
airports, stadiums, movie theaters and supermarkets, as well as on taxis,
trains, buses, blimps and subways. Second, while the outdoor advertising
industry has experienced a decline in the use of outdoor advertising by tobacco
companies, it has increased its visibility with and attractiveness to local
advertisers as well as national retail and consumer product-oriented companies.
Third, the industry has benefitted significantly from improvements in production
technology, including the use of computer printing, vinyl advertising copy and
improved lighting techniques, which have facilitated a more dynamic, colorful
and creative use of the medium. This technological advance has permitted the
outdoor advertising industry to respond more promptly and cost effectively to
the changing needs of its advertising customers and make greater use of
advertising copy used in other media. Lastly, the outdoor advertising industry
has benefitted from the growth in automobile travel time for business and
leisure due to increased highway congestion and continued demographic shifts of
residences and businesses from the cities to outlying suburbs.

The outdoor advertising industry is comprised of several large outdoor
advertising and media companies with operations in multiple markets, as well as
many smaller and local companies operating a limited number of structures in a
single or few local markets. While the industry has experienced some

34
<PAGE>
consolidation within the past few years, the OAAA estimates that there are still
approximately 1,000 companies in the outdoor advertising industry operating
approximately 396,000 billboard displays. The Company expects the trend of
consolidation in the outdoor advertising industry to continue.

OPERATING STRATEGY

Management intends to implement the following operating strategy:

- PURSUE STRATEGIC ACQUISITIONS. In addition to improved penetration of
its existing markets, the Company also seeks to grow by acquiring additional
display faces in closely proximate new markets. Such new markets allow the
Company to capitalize on the operating efficiencies and cross-market sales
opportunities associated with operating in multiple markets within distinct
regions. The Company intends to develop new regional operating areas in regions
where attractive growth and consolidation opportunities exist.

- CAPITALIZE ON TECHNOLOGICAL ADVANCES. The Company seeks to capitalize on
technological advances that enhance its productivity and increase its ability to
effectively respond to its customer's needs. The Company's continued investment
in equipment and technology provides for greater ongoing benefits in the areas
of sales, production and operation.

- MAINTAIN LOW COST STRUCTURE. Through continued adherence to strict cost
controls, centralization of administrative functions and maintenance of low
corporate overhead, the Company seeks to maximize its Operating Cash Flow
Margin, which it believes to be among the highest in the industry. The Company
believes that its centralized administration provides opportunities for
significant operating leverage from further expansion in existing markets and
from future acquisitions.

Through implementation of this business strategy, the Company has increased
its outdoor advertising presence from 500 display faces in a single market in
1988 to approximately 12,500 in its markets at August 31, 1996.

ACQUISITIONS

35
<PAGE>
THE POA ACQUISITION. In August 1996, the Company agreed to purchase OAH
pursuant to a merger of an indirect subsidiary of the Company with and into OAH.
As a result of the POA Acquisition, the Company will acquire a total of
approximately 6,337 advertising display faces consisting of bulletins and
posters in five markets located in the southeast United States, including
Orlando, Ocala and Palm Beach, as well as the East Coast and Gulf Coast areas of
Florida, and Myrtle Beach and Chattanooga.

THE MEMPHIS/TUNICA ACQUISITION. In September 1996, the Company acquired the
Memphis/Tunica Option. Upon consummation of the Memphis/Tunica Acquisition, the
Company will acquire a total of approximately 2,018 advertising display faces
consisting of bulletins and posters in and around Memphis, Tennessee and Tunica
County, Mississippi.

THE ADDITIONAL ACQUISITIONS. In September 1996, the Company purchased
certain assets of Iowa Outdoor Displays and The Chase Company. As a result of
the Additional Acquisitions, the Company will acquire approximately 160
advertising display faces consisting primarily of posters in and around Des
Moines and approximately 245 advertising display faces consisting primarily of
bulletins in and around Dallas.

THE NAEGELE ACQUISITION. In April 1996, the Company acquired operations in
the Minneapolis/St. Paul and Jacksonville markets. In a stock purchase
transaction with NOA Holding Company (the "Naegele Acquisition"), the Company
acquired approximately 2,550 poster faces (of which approximately 1,455 are
located in the Minneapolis/St. Paul market and approximately 1,095 are located
in the Jacksonville market) and approximately 840 painted bulletin faces (of
which approximately 440 are located in the Minneapolis/St. Paul market and
approximately 400 are located in the Jacksonville market).

THE OTHER ACQUISITIONS. In April 1996, the Company acquired 4 painted
bulletin faces in the Chicago market from Paramount Outdoor, Inc. in an asset
purchase transaction. In March 1996, through an asset purchase transaction with
Image Media, Inc., the Company acquired 18 painted bulletin and painted wall
faces in the Chicago market. In a transaction with Ad-Sign, Inc. in January
1996, the Company acquired approximately 160 painted bulletin faces in the
Chicago market. In April 1995, the Company acquired approximately 6 painted
bulletin faces in the Chicago market pursuant to a stock purchase transaction
with O&B Outdoor, Inc. The Company has integrated the newly acquired faces from
these acquisitions into its existing Chicago operations.

In March 1995, the Company completed two acquisitions in the Dallas market.
In a stock purchase transaction with Harrington Associates, Inc., the Company
acquired approximately 740 junior (8-sheet) poster faces located in the Dallas
market. In a stock purchase transaction with Best Outdoor, the Company acquired
approximately 387 junior (8-sheet) poster faces in the Dallas market.

MARKETS

Each of the Company's markets generally possess demographic characteristics
that are attractive to national advertisers, allowing the Company to package its
displays in several of its markets in a single contract for advertisers in
national and regional campaigns. Each market also has unique local industries,

36
<PAGE>
businesses, sports franchises and special events that are frequent users of
outdoor advertising. The following sets forth certain information for each of
the Company's markets as of August 31, 1996 after giving effect to the
Acquisitions:

<TABLE>
<CAPTION>
% OF 1995
PRO FORMA 30-SHEET 8-SHEET
MARKET NET REVENUES BULLETINS POSTERS POSTERS
- --------------------------------------- 1995 --------------- ----------- ----------- -----------
PRO FORMA
NET REVENUES
-------------------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
MIDWEST:
Chicago.............................. $ 16,579 13.7% 653 -- 3,646
Minneapolis/St. Paul................. 16,320 13.5 447 1,365 --
Indianapolis......................... 9,897 8.2 257 1,385 142
Milwaukee............................ 4,686 3.9 260 -- 321
Des Moines*.......................... 3,141 2.6 84 590 9
Evansville........................... 3,028 2.5 142 687 --
Dallas*.............................. 1,738 1.5 245 -- 1,201
SOUTHEAST:
Orlando**............................ 22,253 18.4 842 1,080 --
Jacksonville......................... 8,528 7.0 383 942 --
Palm Beach**......................... 290 0.2 99 21 --
Ocala**.............................. 5,011 4.1 879 199 --
Memphis/Tunica**..................... 13,104 10.8 706 1,179 133
Chattanooga**........................ 4,582 3.8 359 663 --
Myrtle Beach**....................... 7,931 6.6 729 455 --
East Coast area (FL)**............... 2,784 2.3 567 -- --
Gulf Coast area (FL)**............... 1,095 0.9 444 -- --
---------- ----- ----- ----- -----
Total.............................. $ 120,967 100.0% 7,096 8,566 5,452
---------- ----- ----- ----- -----
---------- ----- ----- ----- -----

<CAPTION>
TOTAL
DISPLAY
MARKET FACES
- --------------------------------------- ---------

<S> <C>
MIDWEST:
Chicago.............................. 4,299
Minneapolis/St. Paul................. 1,812
Indianapolis......................... 1,927
Milwaukee............................ 581
Des Moines*.......................... 683
Evansville........................... 829
Dallas*.............................. 1,446
SOUTHEAST:
Orlando**............................ 1,922
Jacksonville......................... 1,325
Palm Beach**......................... 120
Ocala**.............................. 1,078
Memphis/Tunica**..................... 2,018
Chattanooga**........................ 1,022
Myrtle Beach**....................... 1,184
East Coast area (FL)**............... 567
Gulf Coast area (FL)**............... 444
---------
Total.............................. 21,114***
---------
---------
</TABLE>

- ------------------------
* Includes existing operations and additional operations to be acquired in
connection with the Acquisitions.

** To be acquired in connection with the Acquisitions.

*** Excludes 143 transit display faces located in Indianapolis.

INVENTORY

The Company operates three standard types of outdoor advertising display
faces and also has transit advertising as follows:

- BULLETINS generally are 14 feet high and 48 feet wide (672 square feet)
and consist of panels on which advertising copy is displayed. The advertising
copy is either hand painted onto the panels at the facilities of the outdoor
advertising company in accordance with design specifications supplied by the
advertiser and attached to the outdoor advertising structure, or is printed with
the computer-generated graphics on a single sheet of vinyl that is wrapped
around the structure. On occasion, to attract more attention, some of the panels
may extend beyond the linear edges of the display face and may include
three-dimensional embellishments. Because of their greater impact and higher
cost, bulletins are usually located on major highways.

- 30-SHEET POSTERS generally are 12 feet high by 25 feet wide (300 square
feet) and are the most common type of billboard. Advertising copy for 30-sheet
posters consists of lithographed or silk-screened paper sheets supplied by the
advertiser that are pasted and applied like wallpaper to the face of the
display, or single sheets of vinyl with computer-generated advertising copy that
are wrapped around the structure. Thirty-sheet posters are concentrated on major
traffic arteries.

37
<PAGE>
- JUNIOR (8-SHEET) POSTERS usually are 6 feet high by 12 feet wide (72
square feet). Displays are prepared and mounted in the same manner as 30-sheet
posters, except that vinyl sheets are not typically used on junior posters. Most
junior posters, because of their smaller size, are concentrated on city streets
and target pedestrian traffic.

- TRANSIT ADVERTISING consists generally of posters and frames displayed on
the sides of public buses operating on city streets.

Billboards generally are mounted on structures owned by the outdoor
advertising company and located on sites that are either owned or leased by it
or on which it has acquired a permanent easement. Billboard structures are
durable, have long useful lives and do not require substantial maintenance. When
disassembled, they typically can be moved and relocated at new sites. The
Company's outdoor advertising structures are made of steel and other durable
materials built to withstand variable climates, including the rigors of the
midwestern climate. The Company expects its structures to last 15 years or more
without significant refurbishment.

LOCAL MARKET OPERATIONS

In each of its principal markets except Palm Beach, the Company maintains a
complete outdoor advertising operation including a sales office, a production,
construction and maintenance facility, a creative department equipped with
advanced technology, a real estate unit and support staff. The Company conducts
its outdoor advertising operations through these local offices, 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 centralized
accounting and financial controls to allow it to closely monitor the operating
and financial performance of each market. Local general managers, who report
directly to the Company's President or a regional manager, are responsible for
the day-to-day operations of their respective markets and are compensated
according to the financial performance of such markets. In general, these local
managers oversee market development, production and local sales. The Company
intends to incorporate the operations acquired in the Acquisitions into this
operational structure with local offices handling the day-to-day operations and
centralized accounting and financial controls.

Although site leases (for land underlying an advertising structure) are
administered from the Company's headquarters in Chicago, each local office is
responsible for locating and ultimately procuring leases for appropriate sites
in its market. Site lease contracts vary in term but typically run from 10 to 20
years with various termination and renewal provisions. Each office maintains a
leasing department, with an extensive database containing information on local
property ownership, lease contract terms, zoning ordinances and permit
requirements. The Company has been very successful in developing new advertising
display face inventory in each of its markets based on utilizing these databases
and developing an experienced staff of lease teams. Each such team's sole
responsibility is the procurement of sites for new locations in each of the
Company's markets.

SALES AND SERVICE

The Company's sales strategy is to maximize revenues from local advertisers.
Accordingly, it maintains a team of sales representatives headed by a sales
manager in each of its markets. The Company devotes considerable time and
resources to recruiting, training and coordinating the activities of its sales
force. A sales representative's compensation is heavily weighted to individual
performance, and the local sales manager's compensation is tied to the
performance of his or her sales team. One sales representative, based in
Chicago, manages sales to national advertisers. In total, approximately 59 of
the Company's employees are significantly involved in sales and marketing
activities.

In addition to the sales staff, the Company has established fully staffed
and equipped creative departments in each of its principal markets except Palm
Beach. Utilizing technologically advanced computer hardware and software, the
staff is able to create original design copy for both local and national
accounts which has allowed the various creative departments to exchange work via
modem or

38
<PAGE>
over the Internet with each other or directly with clients or their agencies.
This ability has resulted in many fully staffed advertising agencies turning to
the Company for the creation of their outdoor campaigns. The Company believes
that its creative department's implementation of continuing technological
advances provides a significant competitive advantage in its sales and service
area.

CUSTOMERS

Advertisers usually contract for outdoor displays through advertising
agencies, which are responsible for the artistic design and written content of
the advertising as well as the choice of media and the planning and
implementation of the overall campaign. The Company pays commissions to the
agencies for advertising contracts that are procured by or through those
agencies. Advertising rates are based on a particular display's exposure (or
number of "impressions" delivered) in relation to the demographics of the
particular market and its location within that market. The number of
"impressions" delivered by a display is measured by the number of vehicles
passing the site during a defined period and is weighted to give effect to such
factors as its proximity to other displays, the speed and viewing angle of
approaching traffic, the national average of adults riding in vehicles and
whether the display is illuminated. The number of impressions delivered by a
display is verified by independent auditing companies.

The size and geographic diversity of the Company's markets allow it to
attract national advertisers, often by packaging displays in several of its
markets in a single contract to allow a national advertiser to simplify its
purchasing process and present its message in several markets. National
advertisers generally seek wide exposure in major markets and therefore tend to
make larger purchases. The Company competes for national advertisers primarily
on the basis of price, location of displays, availability and service.

The Company also focuses efforts on local sales, and approximately 84% of
the Company's gross revenues in 1995 were generated from local advertisers after
giving effect to the Acquisitions. Local advertisers tend to have smaller
advertising budgets and require greater assistance from the Company's production
and creative personnel to design and produce advertising copy. In local sales,
the Company often expends more sales efforts on educating customers regarding
the benefits of outdoor media and helping potential customers develop an
advertising strategy using outdoor advertising. While price and availability are
important competitive factors, service and customer relationships are also
critical components of local sales.

Tobacco revenues have historically accounted for a significant portion of
outdoor advertising revenues. Beginning in 1993, the leading tobacco companies
substantially reduced their expenditures for outdoor advertising due to a
declining population of smokers, societal pressures, consolidation in the
tobacco industry and price competition from generic brands. Since tobacco
advertisers often utilized some of the industry's prime inventory, the decline
in tobacco-related advertising expenditures made this

39
<PAGE>
space available for other advertisers, including those that had not
traditionally utilized outdoor advertising. As a result of this decline in
tobacco-related advertising revenues and the increased use of outdoor
advertising by other advertisers, the range of the Company's advertisers has
become quite diverse. The following table illustrates the diversity of the
Company's advertising base giving effect to the Acquisitions:

1995 PRO FORMA NET REVENUES BY CATEGORY

<TABLE>
<CAPTION>
PERCENTAGE OF
NET REVENUES
---------------
<S> <C>
Travel/Entertainment.......................................................... 14.4%
Restaurant.................................................................... 9.9
Tobacco....................................................................... 9.9
Retail/Consumer Products...................................................... 9.8
Automotive & Related.......................................................... 8.0
Home Developer/Real Estate.................................................... 6.0
Advertising/Media............................................................. 4.0
Alcohol....................................................................... 3.6
Hotels/Motels................................................................. 3.0
Other......................................................................... 31.4
-----
Total..................................................................... 100.0%
-----
-----
</TABLE>

PRODUCTION

The Company has internal production facilities and staff to perform the full
range of activities required to develop, create and install outdoor advertising
in all of its markets. Production work includes creating the advertising copy
design and layout, painting the design or coordinating its printing and
installing the designs on its displays. In addition, the Company's substantial
new development activity has allowed it to vertically integrate its own sign
fabrication ability so that new signs are fabricated and erected in-house. The
Company usually provides its full range of production services to local
advertisers and to advertisers that are not represented by advertising agencies,
since national advertisers and advertisers represented by advertising agencies
often use preprinted designs that require only installation. However, the
Company's creative and production personnel frequently are involved in
production activities even when advertisers are represented by agencies due to
the development of new designs or adaptation of copy from other media for use on
billboards. The Company's artists also assist in the development of marketing
presentations, demonstrations and strategies to attract new advertisers.

With the increased use of vinyl and pre-printed advertising copy furnished
to the outdoor advertising company by the advertiser or its agency, outdoor
advertising companies are becoming less responsible for labor-intensive
production work since vinyl and pre-printed copy can be installed quickly. The
vinyl sheets are reusable, thereby reducing the Company's production costs, and
are easily transportable. Due to the geographic proximity of the Company's
principal markets and the transportability of vinyl sheets, the Company can
shift materials among markets to promote efficiency. The Company believes that
this trend over time will reduce operating expenses associated with production
activities.

COMPETITION

The Company competes in each of its markets with other outdoor advertisers
as well as other media, including broadcast and cable television, radio, print
media and direct mail marketers. In addition, the Company also competes with a
wide variety of "out-of-home" media, including advertising in shopping centers
and malls, airports, stadiums, movie theaters and supermarkets, as well as on
taxis, trains, buses and subways. Advertisers compare relative costs of
available media and cost-per-thousand impressions,

40
<PAGE>
particularly when delivering a message to customers with distinct demographic
characteristics. In competing with other media, outdoor advertising relies on
its low cost-per-thousand-impressions and its ability to repetitively reach a
broad segment of the population in a specific market or to target a particular
geographic area or population with a particular set of demographic
characteristics within that market.

The outdoor advertising industry is highly fragmented, consisting of several
large outdoor advertising and media companies with operations in multiple
markets as well as smaller and local companies operating a limited number of
structures in single or a few local markets. Although some consolidation has
occurred over the past few years, according to the OAAA there are approximately
1,000 companies in the outdoor advertising industry operating approximately
396,000 billboard displays. In several of its markets, the Company encounters
direct competition from other major outdoor media companies, including Outdoor
Systems, Inc., Eller Media, Inc. (formerly Patrick Media Group) and 3M National
Advertising Co. (a division of Minnesota Mining and Manufacturing Company), each
of which has a larger national network and greater total resources than the
Company. The Company believes that its emphasis on local advertisers and its
position as a major provider of advertising services in each of its markets and
in the midwest enable it to compete effectively with the other outdoor media
operators, as well as other media, both within those markets and in the midwest
region. The Company also competes with other outdoor advertising companies for
sites on which to build new structures. See "Risk Factors -- Competition."

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 restrict billboards located within 660
feet of, or visible from, interstate and primary highways except in commercial
or industrial areas. All of the states have implemented regulations at least as
restrictive as the Highway Beautification Act, including the prohibition on the
construction of new billboards adjacent to federally-aided highways and the
removal at the owner's expense and without any compensation of any illegal signs
on such highways. The Highway Beautification Act, and the various state statutes
implementing it, require the payment of just compensation whenever governmental
authorities require legally erected and maintained billboards to be removed from
federally-aided highways.

The states and local jurisdictions have, in some cases, passed additional
and more restrictive regulations on the construction, repair, upgrading, height,
size and location of, and, in some instances, content of advertising copy being
displayed on 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 minimum standards for the height,
size and location of billboards. In some cases, the construction of new
billboards or relocation of existing billboards is prohibited. Some
jurisdictions also have restricted the ability to enlarge or upgrade existing
billboards, such as converting from wood to steel or from non-illuminated to
illuminated structures. From time to time governmental authorities order the
removal of billboards by the exercise of eminent domain. Thus far, the Company
has been able to obtain satisfactory compensation for any of its structures
removed at the direction of governmental authorities, although there is no
assurance that it will be able to continue to do so in the future.

In recent years, there have been movements to restrict billboard advertising
of certain products, including tobacco and alcohol. No bills have become law at
the federal level except those requiring health hazard warnings similar to those
on cigarette packages and print advertisements. It is uncertain whether
additional legislation of this type will be enacted on the national level or in
any of the Company's markets.

In August 1996, the U.S. Food and Drug Administration issued final
regulations governing certain marketing practices in the tobacco industry. Among
other things, the regulations prohibit tobacco

41
<PAGE>

product billboard advertisements within 1,000 feet of schools and playgrounds
and require that tobacco product advertisements on billboards be in black and
white and contain only text. In addition, one major tobacco manufacturer
recently proposed federal legislation banning 8-sheet billboard advertising and
transit advertising of tobacco products. A reduction in billboard advertising by
the tobacco industry could cause an immediate reduction in the Company's direct
revenue from such advertisers and would simultaneously increase the available
space on the existing inventory of billboards in the outdoor advertising
industry. See "Business--Customers" and "Risk Factors--Tobacco Industry
Regulations."

Amortization of billboards has also been adopted in varying forms in certain
jurisdictions. Amortization permits the billboard owner to operate its billboard
as a non-conforming use for a specified period of time until it has recouped its
investment, after which it must remove or otherwise conform its billboard to the
applicable regulations at its own cost without any compensation. Amortization
and other regulations requiring the removal of billboards without compensation
have been subject to vigorous litigation in state and federal courts and cases
have reached differing conclusions as to the constitutionality of these
regulations. To date, regulations in the Company's markets have not materially
adversely affected its operations, except in the Jacksonville market, where the
Company has been subject to regulatory efforts and recently agreed to city
ordinances to remove a number of faces. On March 22, 1995, following litigation
over an ordinance and a municipal charter amendment, Naegele entered into an
agreement with the City of Jacksonville to remove 711 billboard faces over a
twenty year period starting January 1, 1995 and ending December 31, 2014. The
resolution specifies the following removal schedule:

<TABLE>
<CAPTION>
30-SHEET 8-SHEET
CALENDAR YEARS BULLETINS POSTERS POSTERS TOTAL
- ------------------------------------------------------ ------------- ------------- ----------- -----
<S> <C> <C> <C> <C>
1995-1998............................................. 73 242 167 482
1999-2004............................................. 23 87 -- 110
2005-2014............................................. 23 96 -- 119
--- --- --- ---
119 425 167 711
--- --- --- ---
--- --- --- ---
</TABLE>

Under the agreement, Naegele and the City of Jacksonville have agreed on the
removal of 445 pre-selected faces, including 167 (100%) of its 8-sheet faces.
Management of the Company has control over the selection and removal of an
additional 155 faces. The remaining 111 faces to be removed will be selected by
the Company from a pool of faces identified by the City. While the number of
signs being taken down represents a large percentage of Naegele's plant in the
Jacksonville market, the Company believes that Jacksonville has been overbuilt
for a number of years, leading to low occupancy levels and low advertising
rates. The removal of a number of marginally profitable boards is expected to
put upward pressure on rates. Additionally, the removals are staggered over 20
years, with management having substantial input on which signs are removed and
some rights of substitution and rebuilding of outdoor advertising structures in
the Jacksonville market.

On February 1, 1991, Naegele entered into a consent judgment to settle a
complaint brought by the Minnesota Attorney General under Minnesota anti-trust
laws pursuant to which Naegele and its successors are prohibited from purchasing
outdoor advertising displays in the Minneapolis/St. Paul market from other
operators of outdoor advertising displays until February 1, 2001. The consent
judgment also prohibits the Company from enforcing certain covenants not to
compete and from entering into property leases in excess of 15 years. The
consent judgment does not affect the Company's ability to continue to develop
and build new advertising displays in the Minneapolis/St. Paul market.
Additionally, the Company can purchase displays from brokers or other
non-operators.

The outdoor advertising industry is heavily regulated and at various times
and in various markets can be expected to be subject to varying degrees of
regulatory pressure affecting the operation of advertising displays.
Accordingly, although the Company's experience to date is that the regulatory
environment has not adversely impacted the Company's business, other than in the
newly acquired Jacksonville market, no assurance can be given that existing or
future laws or regulations will not materially adversely affect the Company at
some time in the future.

42
<PAGE>
OUTDOOR ADVERTISING PROPERTIES; OFFICE AND PRODUCTION FACILITIES

OUTDOOR ADVERTISING SITES. Giving effect to the Acquisitions, the Company
owns or has permanent easements on approximately 337 parcels of real property
that serve as the sites for its outdoor displays. The Company's remaining
approximately 12,376 advertising display sites are leased or licensed.

The Company's leases are for varying terms ranging from month-to-month or
year-to-year to terms of ten years or longer, and many provide for renewal
options. There is no significant concentration of displays under any one lease
or subject to negotiation with any one landlord. The Company believes that an
important part of its management activity is to manage its lease portfolio and
negotiate suitable lease renewals and extensions.

OFFICE AND PRODUCTION FACILITIES. The Company's principal executive and
administration offices are located in Chicago, Illinois in a 6,956-square foot
space leased by the Company. In addition, after giving effect to the
Acquisitions, the Company has an office and complete production and maintenance
facility in each of Addison, Illinois (40,000 square feet); Orlando (20,500
square feet); Memphis (24,844 square feet); Chattanooga (14,580 square feet);
Ocala (11,700 square feet); Myrtle Beach (14,792 square feet); Milwaukee (18,367
square feet); Indianapolis (23,648 square feet); Des Moines (15,320 square
feet); Minneapolis/St. Paul (82,547 square feet); Jacksonville (16,000 square
feet); and Evansville (16,000 square feet) and a sales, real estate and
administration office in Dallas (2,000 square feet). The Indianapolis, Addison,
Orlando, Milwaukee, Jacksonville, Myrtle Beach, Chattanooga, Ocala and
Evansville facilities are owned and all other facilities are leased. The Company
considers its facilities to be well maintained and adequate for its current and
reasonably anticipated future needs.

EMPLOYEES

At June 30, 1996, the Company employed approximately 330 people, of whom
approximately 59 were primarily engaged in sales and marketing, 209 were engaged
in painting, bill posting and construction and maintenance of displays and the
balance were employed in financial, administrative and similar capacities. The
Milwaukee market has 15 employees who belong to a union and the Minneapolis/St.
Paul market has 29 employees who belong to unions. The Company considers its
relations with the unions and with its employees to be good.

43
<PAGE>
MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The table below sets forth certain information with respect to the directors
and executive officers of the Company.

<TABLE>
<CAPTION>
YEARS WITH THE
NAME AGE POSITION COMPANY
- ------------------------------ --- ------------------------------------------------------------ -------------------
<S> <C> <C> <C>
Daniel L. Simon*.............. 45 Chief Executive Officer, President and Director 23
Brian T. Clingen.............. 36 Vice President, Chief Financial Officer and Director 8
Paul G. Simon*................ 43 Vice President, Secretary and General Counsel 6
Michael J. Roche.............. 45 Director 2
Michael B. Goldberg........... 49 Director **
Frank K. Bynum, Jr............ 33 Director **
</TABLE>

- ------------------------
* Daniel L. and Paul G. Simon are brothers.

** Became a director in 1996.

Mr. Daniel Simon, a founder and a principal beneficial stockholder of the
Company, has been the President of the Company since 1989 and a director since
its formation. Mr. Simon has 23 years of experience in the outdoor advertising
industry and serves on the executive and legislative committees of the Outdoor
Advertising Association of America.

Mr. Clingen has served as Vice President and Chief Financial Officer of the
Company since December 1987 and as a director since 1990. From 1983 to 1987, Mr.
Clingen worked for Elmore Group ("Elmore"), a diversified property and service
company, and served as Chief Financial Officer of an Elmore subsidiary. Mr.
Clingen is a certified public accountant.

Mr. Paul Simon has been Vice President and General Counsel of the Company
since 1989 and has served as Secretary of the Company since July 1991. Mr. Simon
was in the private practice of law in Illinois from 1978 to 1989, specializing
in commercial litigation, general corporate matters, real estate and mergers and
acquisitions. Mr. Simon represented the Company as outside counsel from 1981 to
1989.

Mr. Roche has been National Marketing Manager (Licensed Businesses) for
Sears, Roebuck and Co. since 1985. Prior thereto, he was an Assistant Marketing
Manager from 1984 to 1985 and a National Sales Promotion Manager from 1980 to
1984 for Sears, Roebuck and Co. Mr. Roche has been a director of the Company
since November 1993.

Mr. Goldberg has been a director of the Company since April 5, 1996. Mr.
Goldberg has been a Managing Director of Kelso & Company, L.P. since October
1991. Mr. Goldberg served as a Managing Director and jointly managed the merger
and acquisitions department at The First Boston Corporation from 1989 to May
1991. Mr. Goldberg was a partner at the law firm of Skadden, Arps, Slate,
Meagher & Flom from 1980 to 1989. Mr. Goldberg is a director of General Medical
Corporation, Hosiery Corporation of America, Inc. and United Refrigerated
Services, Inc.

Mr. Bynum has been a director of the Company since July, 1996. Mr. Bynum has
been a Vice President of Kelso & Company, L.P. since July 1991, and was an
Associate of Kelso & Company, L.P. from October 1987 to July 1991. He is a
director of Hosiery Corporation of America, Inc., IXL Holdings, Inc. and United
Refrigerated Services, Inc.

For their services as directors, the members of the Board of Directors who
are not employees of the Company, UOI, or affiliates of Kelso & Company, L.P.
are paid an aggregate of $10,000 annually. All directors are reimbursed for
reasonable expenses associated with their attendance at meetings of the
respective Boards of Directors.

44
<PAGE>
The Company has instituted a classified Board of Directors. Upon the
completion of their initial terms, which vary from one to three years, all
directors of the Company will hold office for three-year terms until the next
annual meeting of stockholders of the Company or until their successors are duly
elected and qualified. See "Description of Capital Stock -- Special Provisions
of Certificate of Incorporation, Bylaws and Delaware Law." Executive officers of
the Company are elected by the Board of Directors on an annual basis and serve
at the discretion of the Board of Directors.

On December 23, 1992, Kelso & Companies, Inc., the general partner of Kelso
& Company, L.P., and its chief executive officer, without admitting or denying
the findings contained therein, consented to an administrative order in respect
of an inquiry by the Securities and Exchange Commission (the "Commission")
relating to the 1990 acquisition of a portfolio company by an affiliate of Kelso
& Companies, Inc. The order found that the tender offer filing by Kelso &
Companies, Inc. in connection with the acquisition did not comply fully with the
Commission's tender offer reporting requirements, and required Kelso &
Companies, Inc. and its chief executive officer to comply with these
requirements in the future.

The Company has an agreement with Kelso & Company, L.P. that permits Kelso &
Company, L.P. to nominate two persons for the Board of Directors to be voted
upon by the shareholders. Messrs. Goldberg and Bynum have been retained as
directors as a result of such agreement. The agreement also provides that at
least one of such nominees, if elected to the Board of Directors, will also
serve on the Board's compensation committee. See "Certain Transactions."

EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the
compensation paid during 1993, 1994 and 1995 to the Company's Chief Executive
Officer and each other executive officer whose total annual salary and bonus
that year exceeded $100,000.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------- ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (2)
- ---------------------------------------------------------------- --------- ----------- ----------- ------------------
<S> <C> <C> <C> <C>
Daniel L. Simon(1) ............................................. 1995 $ 224,379 $ 0 $ 1,000
President and Chief Executive Officer 1994 249,250 0 500
1993 187,439 0 0
Brian T. Clingen(1) ............................................ 1995 $ 145,128 $ 0 $ 1,000
Chief Financial Officer and Vice President 1994 145,852 0 500
1993 122,742 0 0
Paul G. Simon(1) ............................................... 1995 $ 158,176 $ 0 $ 1,000
Vice President, Secretary and General Counsel 1994 158,968 0 500
1993 167,125 0 0
</TABLE>

- ------------------------
(1) Does not include value of warrants granted in April 1996 pursuant to the
1996 Warrant Plan to Daniel L. Simon, Brian T. Clingen and Paul G. Simon.

(2) Represents contributions made by the Company on behalf of the named
executive officers to a 401(k) plan.

The Company currently maintains two life insurance policies covering Daniel
L. Simon, each in the amount of $2.5 million. The Company is the sole
beneficiary under each policy. Pursuant to a buy-sell agreement between the
Company and Mr. Simon, the Company has agreed to use up to $3.5 million of the
proceeds from these policies to purchase a portion of Mr. Simon's shares of
Common Stock of the Company from his estate.

45
<PAGE>
THE 1996 WARRANT PLAN

The 1996 Warrant Plan (the "1996 Warrant Plan") was adopted by the Board of
Directors of the Company in April 1996 in order to advance the interests of the
Company by affording certain key executives and employees an opportunity to
acquire a proprietary interest in the Company and thus to stimulate increased
personal interest in such persons in the success and future growth of the
Company. The 1996 Warrant Plan is administered by the Compensation Committee of
the Company. Pursuant to the 1996 Warrant Plan, Daniel L. Simon and Brian T.
Clingen were awarded warrants in April 1996 which have been divided into three
series (the "Series I Warrants," the "Series II Warrants" and the "Series III
Warrants," and collectively, the "Warrants"). In July 1996, the 1996 Warrant
Plan was amended to, among other things (i) adjust the warrant exercise price
for the Series II Warrants and the Series III Warrants from $5.00 per share (as
adjusted to reflect the 16 for 1 stock split) to (X) in the case of the Series
II Warrants, the closing sale price of a share of Common Stock as reported on
the Nasdaq National Market (the "Closing Price") for the day immediately
preceding any such exercise minus $.01, PROVIDED, HOWEVER, that if at any time
the average of the Closing Prices for any 30 consecutive trading days is equal
to or greater than $16.25 and the Closing Price for the last day of such thirty
day trading period is equal to or greater than $16.25, then the warrant exercise
price shall thereafter be $5.00, and (Y) in the case of the Series III Warrants,
the Closing Price for the day immediately preceding any such exercise minus
$.01, PROVIDED, HOWEVER, that if at any time the average of the Closing Price
for any 30 consecutive trading days is equal to or greater than $20.00 and the
Closing Prices for the last day of such thirty day trading period is equal to or
greater than $20.00, then the warrant exercise price shall thereafter be $5.00;
and (ii) make each class of Warrants fully exercisable. The Series I Warrants,
the Series II Warrants and the Series III Warrants are fully exercisable at a
warrant exercise price of $5.00 per share. The Warrants may not be sold,
assigned, transferred, exchanged or otherwise disposed of except under certain
limited circumstances including by will or the laws of descent and distribution.
The Company consented to an assignment by Daniel L. Simon and Brian T. Clingen
to Paul G. Simon of 123,530 Series I Warrants. A total of 2,470,608 shares of
Common Stock have been reserved for issuance pursuant to the Warrants issued
under the 1996 Warrant Plan. As of the date of this Prospectus, Daniel L. Simon
holds 595,000 Series I Warrants, 700,000 Series II Warrants and 700,000 Series
III Warrants; Brian T. Clingen holds 105,006 Series I Warrants, 123,536 Series
II Warrants and 123,536 Series III Warrants; and Paul G. Simon holds 123,530
Series I Warrants. The Company recognized a one-time non-cash compensation
charge of approximately $9 million in the quarter ended June 30, 1996 relating
to the issuance of the Warrants under the 1996 Warrant Plan.

AUDIT COMMITTEE; COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Board of Directors formed an Audit Committee in July 1996 which is
responsible for reviewing the Company's accounting controls and recommending to
the Board of Directors the engagement of the Company's outside auditors. The
members of the Company's Audit Committee are Daniel L. Simon, Michael J. Roche
and Frank K. Bynum.

The Board of Directors formed a Compensation Committee in July 1996 which is
responsible for reviewing and approving the amount and type of consideration to
be paid to senior management and for administering the 1996 Warrant Plan. See
"Management -- The 1996 Warrant Plan." The members of the Company's Compensation
Committee are Daniel L. Simon, Brian T. Clingen and Michael B. Goldberg. The
Company has agreed that a KIA V (as defined below) designee will be on the
Compensation Committee so long as there is such a designee on the Board of
Directors.

46
<PAGE>
CERTAIN TRANSACTIONS

On April 5, 1996, the Company issued to Kelso Investment Associates V, L.P.
("KIA V") and Kelso Equity Partners V, L.P. ("KEP V") and certain individuals
designated by Kelso & Company, L.P. (the "Kelso Designees") 186,500 shares of
Class B Common Stock and 188,500 shares of Class C Common Stock (prior to a
subsequent 16 for 1 stock split) in exchange for $30,000,000. As an inducement
to KIA V's and KEP V's purchase of the Class B Common Stock and Class C Common
Stock, Daniel L. Simon and Brian T. Clingen agreed to assume, pro rata, the
dilution to the holders of Common Stock following the exercise of the option
held by William H. Smith described below in "Description of Capital Stock." At
such time, the Company also agreed to pay a one-time fee of $1,250,000 in cash
and an annual fee of $150,000 to Kelso & Company, L.P., an affiliate of KIA V
and KEP V, for consulting and advisory services to the Company. Messrs. Goldberg
and Bynum, directors of the Company, are Managing Director and Vice President,
respectively, of Kelso & Company, L.P., limited partners of the general partner
of KIA V and limited partners of KEP V.

In July 1996, the Company entered into agreements with KIA V, KEP V and
certain individual shareholders relating to certain rights of KIA V, KEP V and
such individual shareholders as holders of Class B Common Stock and Class C
Common Stock of the Company. Pursuant to such agreements, the Company agreed to
reclassify the shares of Class B Common Stock and Class C Common Stock into a
total of 6,000,000 shares of Common Stock, of which 2,500,000 were sold in the
IPO. See "Principal and Selling Shareholders." Pursuant to such agreements, the
annual consulting and advisory fee of $150,000 payable to Kelso & Company, L.P.
was terminated but Kelso & Company, L.P.'s reimbursement of expenses and
indemnification rights in connection therewith remained in effect. In connection
with the IPO, Kelso & Company, L.P. received a one-time fee of $650,000. In
addition, as a result of the reclassification, KIA V, KEP V and such individual
shareholders have the same rights as holders of Common Stock. In connection with
the reclassification, KIA V, KEP V and such individual shareholders were granted
four demand registration rights, were granted "piggy-back" registration rights,
and KIA V was granted the right to nominate two persons for seats on the Board
of Directors to be voted upon by the stockholders, with one of such directors,
if elected, to be a member of the Compensation Committee. Pursuant to such
agreements, Daniel L. Simon, Brian T. Clingen and Paul G. Simon were provided
with four demand registration rights and "piggy-back" registration rights.

As a component of its growth strategy, in July 1995, the Company entered
into a consulting agreement with Urban Development, L.L.C. ("Urban") whereby
Urban shall consult with, and develop new sign locations in the Milwaukee and
Chicago markets for, the Company. Urban agreed to provide consulting services to
the Company over a period of 10 years in consideration of $1,400,000 which was
paid on such date. The managing member of Urban is Lawrence J. Simon, a former
officer and director of the Company and the brother of Daniel L. Simon and Paul
G. Simon. Lawrence J. Simon resigned as a director and an executive vice
president of the Company on October 4, 1995.

In April 1996, the Company acquired four painted bulletin faces in Chicago
from Paramount Outdoor, Inc. ("Paramount") in an asset purchase transaction.
Messrs. Quas and Sauber are the owners of Paramount. In exchange for the four
painted bulletin faces, the Company agreed to pay $500,000 in cash at the time
of purchase, $1,400 monthly for the next 24 months and an additional $168,000
payable two years after such purchase date, provided, the gross revenues
received by the Company from the purchased assets equal or exceed $333,600. In
1993, Paramount had purchased the Chicago sites (including the lease rights,
permits and structures) from a joint venture between the Company and HMS, Inc.,
an unaffiliated entity, for $100,000, which the Company believes represented
market price.

All of the transactions described above were approved by the Company's
independent outside director. The Company will not engage in transactions with
its affiliates in the future unless the terms of such transactions are approved
by a majority of its independent outside directors. In addition, the Existing
UOI Indenture and the Existing Company Indenture (each as defined herein) impose
limitations on the Company's ability to engage in such transactions. See
"Description of Indebtedness and Other Commitments."

47
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The table below sets forth the number and percentage of outstanding shares
of Common Stock that will be beneficially owned by (i) each director of the
Company, (ii) each executive officer identified under "Management -- Executive
Compensation," (iii) all directors and executive officers of the Company as a
group, (iv) each person known by the Company to own beneficially more than 5% of
the Common Stock and (v) Selling Stockholders. The Company believes that each
individual or entity named has sole investment and voting power with respect to
shares of Common Stock indicated as beneficially owned by them, except as
otherwise noted.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF BENEFICIAL OWNERSHIP OF
COMMON STOCK PRIOR TO THE COMMON STOCK AFTER THE
OFFERING OFFERING
----------------------------- SHARES -----------------------------
NUMBER OF PERCENT OF BEING NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES CLASS OFFERED SHARES CLASS
- ------------------------------------------------ --------------- ------------ --------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Daniel L. Simon................................. 9,334,008(1) 45.1% 500,000 8,584,008(2) 33.4%
321 North Clark Street
Chicago, Illinois 60610
Brian T. Clingen................................ -- (3) -- 250,000 -- (4) --
321 North Clark Street
Chicago, Illinois 60610
Paul G. Simon................................... -- (5) -- -- -- (5) --
321 North Clark Street
Chicago, Illinois 60610
Michael J. Roche................................ 2,000 -- (6) -- 2,000 -- (6)
333 Beverly Road, E5-312A
Hoffman Estates, Illinois 60179
Michael B. Goldberg (7)......................... 55,460 -- (6) -- 55,460 -- (6)
Director
Kelso & Company
320 Park Avenue, 24th Floor
New York, New York 10022
Frank K. Bynum, Jr. (7)......................... 30,688 -- (6) -- 30,688 -- (6)
Director
Kelso & Company
320 Park Avenue, 24th Floor
New York, New York 10022
Kelso Investment Associates V, L.P. (8)(9)...... 2,847,871 15.6 -- 2,847,871 12.3
Kelso Equity Partners V, L.P. (8)(9)............ 151,779 -- (6) -- 151,779 -- (6)
Joseph N. Schuchert (8)(10)..................... 2,999,650 16.4 -- 2,999,650 12.9
Frank T. Nickell (8)(9)......................... 3,134,879 17.2 -- 3,134,879 13.5
George E. Matelich (8)(10)...................... 3,063,293 16.8 -- 3,063,293 13.2
Thomas R. Wall, IV (8)(10)...................... 3,080,072 16.9 -- 3,080,072 13.3
All directors and executive officers as a group
(6 persons)................................... 9,422,156 45.5 750,000 8,672,156 33.7
</TABLE>

- ------------------------

(1) Daniel L. Simon's beneficial ownership includes 5,596,540 shares that he
owns directly, 88,000 shares held by The Simon Family Limited Partnership,
of which he is a general partner, 1,995,000 shares issuable to him upon
exercise of the Management Warrants, 1,178,860 shares over which he has
voting control pursuant to certain voting trust agreements with Brian T.
Clingen and Paul G.

48
<PAGE>
Simon, and 475,608 shares issuable to Brian T. Clingen and Paul G. Simon
upon exercise of the Management Warrants over which Daniel L. Simon has
voting control pursuant to certain voting trust agreements.

(2) Daniel L. Simon's beneficial ownership includes 5,096,540 shares that he
owns directly, 88,000 shares held by The Simon Family Limited Partnership,
of which he is a general partner, 1,995,000 shares issuable to him upon
exercise of the Management Warrants, 928,860 shares over which he has voting
control pursuant to certain voting trust agreements with Brian T. Clingen
and Paul G. Simon, and 475,608 shares issuable to Brian T. Clingen and Paul
G. Simon upon exercise of the Management Warrants over which Daniel L. Simon
has voting control pursuant to certain voting trust agreements.

(3) Brian T. Clingen owns 1,052,852 shares directly, 352,078 shares issuable to
him upon exercise of the Management Warrants, and 125,008 shares held by The
Clingen Family Limited Partnership of which he is a general partner, which
represent 8.2% of the Common Stock. The voting rights for such shares have
been granted to Daniel L. Simon pursuant to a voting trust agreement.

(4) Brian T. Clingen owns 802,852 shares directly, 352,078 shares issuable to
him upon exercise of the Management Warrants, and 125,008 shares held by The
Clingen Family Limited Partnership of which he is a general partner, which
represents 5.4% of the Common Stock. The voting rights for such shares have
been granted to Daniel L. Simon pursuant to a voting trust agreement.

(5) Paul G. Simon owns 1,000 shares directly and 123,530 shares issuable to him
upon exercise of the Management Warrants which represent less than 1% of the
Common Stock, the voting rights of which have been granted to Daniel L.
Simon pursuant to a voting trust agreement.

(6) Represents less than 1% of the Common Stock.

(7) Messrs. Goldberg and Bynum may be deemed to share beneficial ownership of
shares of Common Stock owned of record by KIA V by virtue of their status as
limited partners of the general partner of KIA V and as limited partners of
KEP V. Messrs. Goldberg and Bynum disclaim beneficial ownership of such
securities. Mr. Goldberg has been a director of the Company since April 1996
and Mr. Bynum became a director of the Company following consummation of the
IPO.

(8) The business address for such person(s) is c/o Kelso & Company, 320 Park
Avenue, 24th Floor, New York, New York 10022.

(9) KIA V and KEP V, due to their common control, could be deemed to
beneficially own each others shares, but each disclaims such beneficial
ownership.

(10) Messrs. Schuchert, Nickell, Matelich and Wall may be deemed to share
beneficial ownership of shares of Common Stock owned of record by KIA V and
KEP V, by virtue of their status as general partners of the general partner
of KIA V and as general partners of KEP V. Messrs. Schuchert, Nickell,
Matelich and Wall share investment and voting power with respect to
securities owned by KIA V and KEP V, but disclaim beneficial ownership of
such securities.

49
<PAGE>
DESCRIPTION OF CAPITAL STOCK

As of the date of this Prospectus, the Company's authorized capital stock
consisted of 75,000,000 shares of Common Stock, $.01 par value per share, and
10,000,000 shares of preferred stock, $.01 par value per share (the "Preferred
Stock"). The following summary of the Company's capital stock is qualified in
its entirety by reference to the Company's Third Amended and Restated
Certificate of Incorporation (the "Certificate of Incorporation") and Second
Amended and Restated Bylaws (the "Bylaws"), each of which is filed as an exhibit
to the registration statement of which this Prospectus is a part.

COMMON STOCK

The Company is authorized to issue 75,000,000 shares of Common Stock, $.01
par value per share. Following this Offering, 23,242,800 shares of Common Stock
will be issued and outstanding (assuming no exercise of the over-allotment
option and excluding 2,857,808 shares of Common Stock issuable upon the exercise
of warrants.) See "Capitalization."

Holders of Common Stock are entitled to one vote per share on all matters on
which the holders of Common Stock are entitled to vote. Because holders of
Common Stock do not have cumulative voting rights and the Company has a
classified Board of Directors, the holders of a majority of the shares of Common
Stock voting for the election of directors can elect all of the members of the
Board of Directors standing for election at any particular meeting. The Common
Stock is not redeemable and has no conversion or preemptive rights. All of the
outstanding shares of Common Stock are, and all of the shares of Common Stock
sold in this Offering will be, when issued and paid for, fully paid and
nonassessable. In the event of the liquidation or dissolution of the Company,
the holders of Common Stock are entitled to share pro rata in any of the
corporate assets available for distribution to them. The Company may pay
dividends if, when and as declared by the Board of Directors from funds legally
available therefor, subject to the restrictions set forth in the New Credit
Facility and the New UOI Indenture. See "Dividend Policy."

PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board of
Directors as shares of one or more classes or series. Subject to the provisions
of the Certificate of Incorporation and limitations prescribed by law, the Board
of Directors is expressly authorized to adopt resolutions to issue the shares,
to fix the number of shares and to change the number of shares constituting any
series, and to provide for or change the voting powers, designations,
preferences and relative, participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights
(including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any class or
series of the Preferred Stock, in each case without any further action or vote
by the stockholders. The Company has no current plans to issue any additional
shares of Preferred Stock of any class or series.

One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to render more difficult or to discourage an attempt to
obtain control of the Company by means of a tender offer, proxy contest, merger
or otherwise, and thereby to protect the continuity of the Company's management.
The issuance of shares of the Preferred Stock pursuant to the Board of
Directors' authority described above may adversely affect the rights of the
holders of Common Stock. For example, Preferred Stock issued by the Company may
rank prior to the Common Stock as to dividend rights, liquidation preference or
both, may have full or limited voting rights and may be convertible into shares
of Common Stock. Accordingly, the issuance of shares of Preferred Stock may
discourage bids for the Common Stock or may otherwise adversely affect the
market price of the Common Stock.

50
<PAGE>
THE 1996 WARRANT PLAN

THE NOTEHOLDER WARRANTS

GENERAL. In connection with the Company's sale of the Existing Company
Notes, certain warrants (the "Noteholder Warrants") were issued pursuant to a
Warrant Agreement, dated as of June 30, 1994, between the Company and United
States Trust Company of New York, as warrant agent. The Noteholder Warrants
expire on July 1, 2004. The Noteholder Warrants entitled the holders thereof to
purchase, at an exercise price of $.000625 per share, an aggregate of 1,000,000
shares of Common Stock (the "Warrant Shares").

EXERCISE OF NOTEHOLDER WARRANTS. In July 1996, a total of 612,800
Noteholder Warrants were exercised into Warrant Shares. A total of 387,200
Noteholder Warrants remain exercisable into Warrant Shares at any time.

CASH DIVIDENDS. If the Company pays any cash dividend on, or any other cash
distribution in respect of, its Common Stock, it shall pay each Warrantholder an
amount in cash equal to the amount such Warrantholder would have received if
such Warrantholder had been the record holder of the Warrant Shares issuable
upon exercise of his warrants immediately prior to the record date for such
dividend or distribution.

ANTI-DILUTION ADJUSTMENTS. The number of Warrant Shares issuable upon
exercise of a Noteholder Warrant will be adjusted upon the occurrence of certain
events, including, without limitation (i) the payment of a dividend on, or the
making of any distribution in respect of, Common Stock of the Company in (a)
shares of the Company's capital stock (including Common Stock), (b) options,
warrants or rights to purchase, or securities convertible into or exchangeable
or exercisable for, shares of Common Stock or other securities of the Company or
other person, or (c) certain evidences of indebtedness of the Company or any
assets of the Company or (ii) the issuance of Common Stock or securities
convertible into or exercisable or exchangeable for shares of Common Stock at a
price below fair market value. An adjustment will also be made in the event of a
combination, subdivision or reclassification of the Common Stock. Adjustments
will be made whenever and as often as any specified event requires an adjustment
to occur.

CERTAIN OUTSTANDING RIGHTS

On November 18, 1993, the Company entered into the Capital Appreciation
Right Agreement with Connecticut General Life Insurance Company, Cigna Property
and Casualty Insurance Company, Life Insurance Company of North America and
Aetna Life Insurance Company, pursuant to which the Company granted such parties
limited capital appreciation rights in the capital stock of the Company in
exchange for a waiver of the prepayment penalty in connection with the 1993
refinancing. Such capital appreciation rights are triggered by the occurrence of
any of the following: (i) liquidation or dissolution of the Company or UOI, (ii)
sale of all or substantially all of the issued and outstanding shares of common
stock or assets of the Company, or (iii) the merger or consolidation of the
Company or UOI, subject to certain exceptions. The maximum amount payable
pursuant to the agreement is $3.8 million and is required to be paid no later
than one year following the triggering event. The agreement expires June 30,
1998.

51
<PAGE>
SPECIAL PROVISIONS OF THE CERTIFICATE OF INCORPORATION, BYLAWS AND DELAWARE LAW

Certain provisions of the Certificate of Incorporation and Bylaws as well as
certain provisions of Delaware law may be deemed to have an anti-takeover effect
or may delay, defer or prevent a tender offer or takeover attempt that a
stockholder might consider in such stockholder's best interest, including those
attempts that might result in a premium over the market price for the shares
held by a stockholder.

The Certificate of Incorporation provides that no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. The effect of these provisions is
to eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover monetary
damages against a director for breach of fiduciary duty as a director (including
breaches resulting from grossly negligent behavior), except in the situations
described above.

The Bylaws provide that the Company will indemnify its directors and
officers to the fullest extent permissible under Delaware General Corporation
Law. These indemnification provisions require the Company to indemnify such
persons against certain liabilities and expenses to which they may become
subject by reason of their service as a director or officer of the Company. The
provisions also set forth certain procedures, including the advancement of
expenses, that apply in the event of a claim for indemnification.

DELAWARE ANTI-TAKEOVER LAW. Section 203 of the Delaware General Corporation
Law ("Section 203") generally provides that a person who, together with
affiliates and associates owns, or within three years did own, 15% or more of
the outstanding voting stock of a corporation (an "Interested Stockholder") but
less than 85% of such stock may not engage in certain business combinations with
the corporation for a period of three years after the date on which the person
became an Interested Stockholder unless (i) prior to such date, the
corporation's board of directors approved either the business combination or the
transaction in which the stockholder became an Interested Stockholder or (ii)
subsequent to such date, the business combination is approved by the
corporation's board of directors and authorized at a stockholders' meeting by a
vote of at least two-thirds of the corporation's outstanding voting stock not
owned by the Interested Stockholder. Section 203 defines the term "business
combination" to encompass a wide variety of transactions with or caused by an
Interested Stockholder, including mergers, asset sales, and other transactions
in which the Interested Stockholder receives or could receive a benefit on other
than a pro rata basis with other stockholders.

The provisions of Section 203, coupled with the Board's authority to issue
Preferred Stock without further stockholder action, could delay or frustrate the
removal of incumbent directors or a change in control of the Company. The
provisions also could discourage, impede or prevent a merger, tender offer or
proxy contest, even if such event would be favorable to the interests of
stockholders. The Company's stockholders, by adopting an amendment to the
Certificate of Incorporation, may elect not to be governed by Section 203 which
election would be effective 12 months after such adoption. Neither the
Certificate of Incorporation nor the Bylaws exclude the Company from the
restrictions imposed by Section 203.

CLASSIFIED BOARD OF DIRECTORS. The Certificate of Incorporation classifies
the Board of Directors into three classes. The first class consists of one
director whose initial term expires in 1997. The second class consists of two
directors whose initial term expires in 1998. The third class consists of two
directors whose initial term expires in 1999. At each annual meeting, the number
of directors equal to the number of directors in the class whose terms expire at
the time of such meeting shall be elected to hold office until the third
succeeding annual meeting. As a result of this classification of directors, no
shareholder or group of shareholders would be able to elect a majority of the
Board of Directors at any single meeting for

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the election of directors. In addition, the Delaware General Corporation Law
prohibits the removal of a director of a classified board without cause. This
could discourage a proxy contest for control of the Board of Directors.

NOTICE PROVISIONS. The Bylaws provide that only business or proposals,
including director nominations, properly brought before an annual meeting of
shareholders may be conducted at such meeting. In order to bring business or a
proposal before an annual meeting, a shareholder is required to provide written
notice to the Company at least 45 days prior to the annual meeting which
describes the business or proposal to be brought before the annual meeting, the
name and address of the stockholder proposing the business, the class and number
of shares of stock held by such stockholder, and any material interest of the
stockholder in the business to be brought before the meeting. These procedures
may operate to limit the ability of stockholders to bring business before the
annual meeting, including with respect to the nominee of directors or
considering any transaction that could result in a change of control of the
Company.

TRANSFER AGENT

The Company's transfer agent and registrar for the Common Stock is LaSalle
National Trust, N.A.

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<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

No prediction can be made as to the effect, if any, that market sales of
shares of Common Stock or the availability of shares of Common Stock for sale
will have on the market price prevailing from time to time. Nevertheless, sales
of substantial amounts of Common Stock of the Company in the public market after
the restrictions described below lapse could adversely affect the prevailing
market price of the Common Stock and the ability of the Company to raise equity
capital in the future.

Upon completion of this Offering, the Company will have outstanding
23,242,800 shares of Common Stock (excluding 862,500 shares of Common Stock
issuable upon the exercise of the Underwriters' over-allotment option, 2,857,808
shares of Common Stock issuable pursuant to the 1996 Warrant Plan and Noteholder
Warrants and 100,000 shares of Common Stock issuable upon consummation of the
Memphis/Tunica Acquisition). See "Capitalization" and "Description of Capital
Stock." Of these shares, the 5,750,000 shares (6,612,500 shares if the
Underwriters' over-allotment option is exercised in full) of Common Stock sold
in this Offering will be freely tradable without restriction under the
Securities Act except for any shares purchased by "affiliates," as that term is
defined in the Securities Act, of the Company. 7,130,000 shares issued in
connection with the IPO are freely tradable. The remaining shares are
"restricted securities" within the meaning of Rule 144 adopted under the
Securities Act (the "Restricted Shares"). The Restricted Shares generally may
not be sold unless they are registered under the Securities Act or are sold
pursuant to an exemption from registration, such as the exemption provided by
Rule 144 or Rule 144A under the Securities Act.

Certain of the Company's security holders and all of its executive officers
and directors, with the power to dispose of a total of approximately 8,672,156
shares, have agreed not to offer, sell or otherwise dispose of any shares of
Common Stock until approximately 180 days after the date of this Prospectus (the
"Lock-up Period") without the prior written consent of Alex. Brown & Sons
Incorporated on behalf of the Underwriters. See "Underwriting." Following the
Lock-up Period, these shares will not be eligible for sale in the public market
without registration unless such sales meet the conditions and restrictions of
Rule 144 as described below. KIA V and KEP V may in the future sell or otherwise
dispose of Common Stock, including additional distributions to their respective
partners.

KIA V and KEP V distributed approximately 406,350 shares of Common Stock to
certain of its partners in lieu of cash in conjunction with the IPO. The
recipients of such distributions have agreed with KIA V, KEP V and the
Underwriters not to offer, sell, or otherwise dispose of such shares of Common
Stock prior to March 31, 1997 without the prior written consent of KIA V and
Alex. Brown & Sons Incorporated. KIA V, KEP V, their partners, Daniel L. Simon,
Brian T. Clingen, Paul G. Simon and certain other individual shareholders are
entitled to four demand and certain "piggyback" registration rights.

In general, under Rule 144 as currently in effect, any person (or persons
whose shares are aggregated), including an affiliate, who has beneficially owned
shares for a period of at least two years (as computed under Rule 144) is
entitled to sell, within any three-month period, a number of shares that does
not exceed the greater of (i) 1% of the then-outstanding shares of Common Stock
(approximately 261,006 shares after giving effect to this Offering (including
shares issuable pursuant to the 1996 Warrant Plan and Noteholder Warrants)) and
(ii) the average weekly trading volume in the Company's Common Stock during the
four calendar weeks immediately preceding the date on which the notice of such
sale on Form 144 is filed with the Commission. Sales under Rule 144 are also
subject to certain provisions relating to notice and manner of sale and the
availability of current public information about the Company. In addition, a
person (or persons whose shares are aggregated) who has not been an affiliate of
the Company at any time during the 90 days immediately preceding a sale, and who
has beneficially owned the shares at least three years (as computed under Rule
144), would be entitled to sell such shares under Rule 144(k) without regard to
the volume limitation and other conditions described above. The foregoing
summary of Rule 144 is not intended to be a complete description thereof.

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<PAGE>
DESCRIPTION OF INDEBTEDNESS AND OTHER COMMITMENTS

The following is a description of the principal agreements which will govern
the Company following the consummation of the Transactions. The following
summaries are qualified in their entirety by reference to the agreement to which
each summary relates. See "Available Information." Defined terms used below and
not defined have the meanings set forth in the respective agreements.

THE NEW NOTES

The New Notes, which are offered in the Notes Offering, are to be issued
pursuant to the New UOI Indenture. The New UOI Indenture will provide for the
issuance of up to $200 million aggregate principal amount of the New Notes which
will be general unsecured obligations of UOI subordinate in right of payment to
all existing and future senior indebtedness of UOI that is not expressly
subordinated to the New Notes.

INTEREST. The New Notes will bear interest at the rate of % per annum.

SECURITY. The obligations under the New Notes are not secured.

REDEMPTION. The New Notes will be redeemable at the option of UOI, in whole
or in part, at any time on or after , 2001, at the redemption prices
set forth in the New UOI Indenture plus accrued and unpaid interest, if any, to
the date of redemption. Also, until , 1999, UOI may redeem up to $70
million aggregate principal amount of the New Notes with the net proceeds of a
public equity offering or an equity private placement by the Company, in each
case resulting in net cash proceeds of $100 million or more, at % of the
principal amount thereof, together with accrued and unpaid interest, if any, to
the date of redemption; provided that New Notes having an aggregate principal
amount of at least $130 million remain outstanding immediately after any such
redemption.

COVENANTS. The New UOI Indenture will contain covenants restricting or
limiting the ability of UOI and its Subsidiaries (as defined in the New UOI
Indenture) to, among other things, (i) pay dividends or make other restricted
payments, (ii) incur additional indebtedness or issue certain redeemable stock,
(iii) create liens, (iv) create dividend or other payment restrictions affecting
Subsidiaries, (v) enter into mergers or consolidations or make sales of all or
substantially all the assets of UOI, and (vi) enter into transactions with
affiliates. In addition, in the event of certain asset sales, UOI will be
required to use the proceeds to reinvest in UOI's business, to repay senior
indebtedness or to offer to purchase the New Notes at 100% of the principal
amount thereof, plus accrued and unpaid interest, if any, to the date of
purchase.

EVENTS OF DEFAULT. The New UOI Indenture will contain customary events of
default, including, without limitation, the following: (i) the failure to pay
principal or interest when due; (ii) certain defaults under agreements relating
to other indebtedness; (iii) the breach of any covenant in the New UOI
Indenture; (iv) the levy of certain judgments; and (v) certain bankruptcy,
reorganization and insolvency events. The occurrence of an event of default will
permit the holders of the New Notes to accelerate the New Notes and to pursue
other remedies.

CHANGE IN CONTROL. Upon a "change of control" (as defined in the New UOI
Indenture), each holder of the New Notes may require UOI to repurchase all or a
portion of such holder's New Notes at a purchase price equal to 101% of their
principal amount together with accrued and unpaid interest thereon, if any, to
the date of redemption.

THE EXISTING UOI NOTES

On March 2, 1994, UOI issued $65 million aggregate principal amount of the
Existing UOI Notes pursuant to an indenture between UOI and the United States
Trust Company of New York, as trustee (the

55
<PAGE>

"Existing UOI Indenture"). The Existing UOI Notes mature on November 15, 2003
and are senior unsecured obligations of UOI ranking on a parity with all
existing and future indebtedness of UOI that is not expressly subordinated to
the Existing UOI Notes.

INTEREST. The Existing UOI Notes bear interest at the rate of 11% per
annum.

SECURITY. The obligations under the Existing UOI Notes are not secured.

REDEMPTION. The Existing UOI Notes may be redeemed at the option of UOI
commencing November 15, 1998 in whole or in part, at any time and from time to
time, at the redemption prices (expressed as a percentage of principal amount)
set forth in the Existing UOI Indenture.

COVENANTS. The UOI Indenture restricts UOI and its subsidiaries from, among
other things: (i) incurring indebtedness and allowing subsidiaries to issue
preferred stock; (ii) incurring liens or guaranteeing obligations except for
certain permitted liens with certain exceptions; (iii) entering into mergers or
consolidations; (iv) selling or otherwise disposing of property, business or
assets; (v) with certain exceptions, making loans or investments; (vi) making
optional payments or prepayments of indebtedness; (vii) entering into
transactions with affiliates; (viii) with certain exceptions, entering into
agreements prohibiting or limiting the ability of UOI or its subsidiaries to
create liens upon its property, assets or revenues in favor of the holders of
the Existing UOI Notes or pay dividends or indebtedness to UOI or its
subsidiaries; and (ix) engaging in any businesses other than the business of
outdoor advertising.

THE UOI DEBT TENDER OFFER. Pursuant to the UOI Debt Tender Offer, UOI
intends to solicit consents to modify or eliminate certain of the
above-described covenants.

CHANGE IN CONTROL. Upon a "change of control" (as defined in the Existing
UOI Indenture), each holder of the Existing UOI Notes may require UOI to
repurchase all or a portion of such holder's UOI Notes at a purchase price equal
to 101% of their accreted value on the date of purchase.

THE EXISTING COMPANY NOTES

On June 23, 1994, the Company issued $50 million aggregate principal amount
of the Existing Company Notes and 50,000 Warrants to purchase 1,000,000 shares
of Common Stock pursuant to an indenture (the "Existing Company Indenture")
between the Company and the United States Trust Company of New York, as trustee.
The Existing Company Notes mature on July 1, 2004 and are senior secured
obligations of the Company secured by a pledge of all of the common stock of UOI
issued to the Company. The Existing Company Notes rank on a parity in right of
payment with all existing and future indebtedness of the Company that is not
expressly subordinated to the Existing Company Notes.

INTEREST. The Existing Company Notes were offered at a substantial discount
from their principal amount. From the date of issuance, the Existing Company
Notes accrete at the rate of 14% per annum although no cash interest will accrue
until July 1, 1999. The first interest payment date will be January 1, 2000.

SECURITY. The obligations under the Existing Company Notes are secured by a
pledge of all of the issued and outstanding shares of common stock of UOI.

REDEMPTION. The Existing Company Notes may be redeemed at the option of the
Company, in whole or in part, at any time and from time to time, at the
redemption prices (expressed as a percentage of principal amount) set forth in
the Existing Company Indenture.

COVENANTS. The Existing Company Indenture restricts the Company and its
subsidiaries from, among other things: (i) incurring indebtedness and allowing
subsidiaries to issue preferred stock; (ii) incurring liens or guaranteeing
obligations except for certain permitted liens with certain exceptions; (iii)
entering into mergers or consolidations; (iv) selling or otherwise disposing of
property, business or assets; (v) with certain exceptions, making loans or
investments; (vi) making optional payments or

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<PAGE>
prepayments of indebtedness; (vii) entering into transactions with affiliates;
(viii) with certain exceptions, entering into agreements prohibiting or limiting
the ability of the Company to create liens upon its property, assets or revenues
in favor of the Existing Company Notes or pay dividends or indebtedness to the
Company; and (ix) engaging in any businesses other than ownership of the capital
stock of UOI and, with respect to UOI and its subsidiaries, the business of
outdoor advertising.

THE COMPANY DEBT TENDER OFFER. Pursuant to the Company Debt Tender Offer,
the Company intends to solicit consents to modify or eliminate certain of the
above-described covenants.

CHANGE IN CONTROL. Upon a "change of control" (as defined in the Existing
Company Indenture), each holder of the Existing Company Notes may require the
Company to repurchase all or a portion of such holder's Existing Company Notes
at a purchase price equal to 101% of their accreted value on the date of
purchase.

NEW CREDIT FACILITY

Prior to or substantially concurrent with the Offering, the Company intends
to amend and restate the Existing Credit Facilities (such amended and restated
Existing Credit Facilities to become the New Credit Facility). The terms and
conditions of the New Credit Facility set forth below are substantially similar
to those of the Existing Credit Facilities:

REVOLVING CREDIT FACILITY

COMMITMENT; INTEREST. The Revolving Credit Facility is a revolving line of
credit facility providing for borrowings of up to $12.5 million that may be used
for general corporate purposes including working capital requirements.
Borrowings under the Revolving Credit Facility may be in the form of eurodollar
loans or announced base rate loans as determined by the Company. UOI may prepay
borrowings under the Revolving Credit Facility, and may reborrow (up to the
amount of the commitment then in effect) any amounts that are repaid or prepaid.

TERMINATION OF COMMITMENT. The initial commitment of $287.5 million
terminates on September 30, 2003, unless extended, or upon the occurrence of a
"change of control" (as defined in the Credit Agreements). On each of these
dates, UOI is required to repay borrowings (together with fees and interest
accrued thereon and any additional amounts owing under the Revolving Credit
Facility) in excess of the commitment as reduced. Additionally, a portion of the
Acquisition Credit Facility may convert to a term facility which may not be
reborrowed.

SECURITY. UOI's obligations under the Revolving Credit Facility are secured
by first priority liens (subject to certain permitted encumbrances) on
substantially all of the assets of UOI. In addition, management of the Company
will pledge its Common Stock to the banks as security for UOI's obligations
until such time as the banks receive a pledge of the stock of UOI after the
Existing Company Notes are repurchased in full.

COVENANTS. The Revolving Credit Facility restricts UOI and its subsidiaries
from, among other things: (i) changes in business; (ii) with certain exceptions,
consolidation, mergers, sales or purchases of assets; (iii) with certain
exceptions, incurring, creating, assuming or suffering to exist any liens or
encumbrances upon property of UOI or assigning any right to receive income; (iv)
with certain exceptions, creating, incurring, assuming or suffering to exist any
indebtedness; (v) making investments or loans in any other person or entity or
acquiring or establishing any subsidiaries except for investments and
subsidiaries permitted under the Revolving Credit Facility; (vi) selling,
assigning or otherwise encumbering or disposing of the capital stock or other
securities of any subsidiary; (vii) making any optional or voluntary prepayments
on indebtedness; (viii) with certain exceptions, redeeming, retiring or
purchasing capital stock of UOI or declaring or paying dividends on the capital
stock of UOI; and (ix) except as to certain transactions that comply with the
terms of the Revolving Credit Agreement, entering into transactions with
affiliates. In addition, the Revolving Credit Facility also requires UOI to

57
<PAGE>
maintain certain levels of Operating Cash Flow and interest expense coverage,
and limits UOI's capital expenditures to $10 million each fiscal year (in
addition to additional permitted expenditures not in excess of the "basket"
amount set forth therein), which amount is increased annually to 105% of the
maximum amount for the immediately preceding twelve-month period.

CHANGE OF CONTROL. A "change of control" (as defined in the Credit
Agreements) of UOI constitutes an event of default permitting the lenders to
accelerate indebtedness under and terminate the Revolving Credit Facility.

ACQUISITION CREDIT FACILITY

COMMITMENT; INTEREST. The Acquisition Credit Facility consists of an
acquisition credit line in the amount of $287.5 million pursuant to which $75
million constitutes a term loan facility available on the closing date and
$212.5 million constitutes a revolving/term loan facility. The Company intends
to draw an amount equal to $240 million to finance the POA Acquisition which may
be reborrowed to finance acquisitions. Borrowings under the Acquisition Credit
Facility may be in the form of eurodollar loans or announced base rate loans as
determined by the Company. See "Use of Proceeds."

TERMINATION OF COMMITMENT. The commitment of $287.5 million under the
Acquisition Credit Facility is reduced on annual basis after a given date and
terminates in part on September 30, 2003 and in part on September 30, 2004, or
upon the occurrence of a "change of control" (as defined in the Credit
Agreements). On each of these dates, UOI is required to repay borrowings
(together with fees and interest accrued thereon and any additional amounts
owing under the Acquisition Credit Facility) in excess of the commitment as
reduced. Additionally, a portion of the Acquisition Credit Facility may convert
to a term facility which may not be reborrowed.

SECURITY. The Company's obligations under the Acquisition Credit Facility
are secured by first priority liens (subject to certain permitted encumbrances)
on substantially all of the assets of UOI. In addition, management of the
Company will pledge its Common Stock of the Company to the banks as security for
UOI's obligations until such time as the banks receive a pledge of the stock of
UOI after the Existing Company Notes are repaid in full.

COVENANTS. Except to the extent any of such covenants conflict with the
terms of the Existing Company Notes or the Existing UOI Notes, the Acquisition
Credit Facility restricts UOI and its subsidiaries from, among other things: (i)
changes in business; (ii) with certain exceptions, consolidation, mergers, sales
or purchases of assets; (iii) with certain exceptions, incurring, creating,
assuming or suffering to exist any liens or encumbrances upon property of UOI or
assigning any right to receive income; (iv) with certain exceptions, creating,
incurring, assuming or suffering to exist any indebtedness; (v) making
investments or loans in any other person or entity or acquiring or establishing
any subsidiaries except for investments and subsidiaries permitted under the
Acquisition Credit Facility; (vi) selling, assigning or otherwise encumbering or
disposing of the capital stock or other securities of any subsidiary; (vii)
making any optional or voluntary prepayments on indebtedness; (viii) with
certain exceptions, redeeming, retiring or purchasing capital stock of UOI or
declaring or paying dividends on the capital stock of UOI; and (ix) except as to
certain transactions that comply with the terms of the Acquisition Credit
Agreement, entering into transactions with affiliates. In addition, the
Acquisition Credit Facility also requires UOI to maintain certain levels of
Operating Cash Flow and interest expense coverage, and limits UOI's capital
expenditures to $10 million in each fiscal year (in addition to additional
permitted expenditures not in excess of the "basket" amount set forth therein),
which amount is increased to 105% of the maximum amount for the immediately
preceding twelve-month period.

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<PAGE>
UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement among the
Company, the Selling Stockholders and the Underwriters named below (the
"Underwriting Agreement"), the Underwriters named below (the "Underwriters"),
through their representatives, Alex. Brown & Sons Incorporated, Bear, Stearns &
Co. Inc. and Donaldson, Lufkin & Jenrette Securities Corporation, have severally
agreed to purchase from the Company and the Selling Stockholders, the following
respective number of shares of Common Stock at the public offering price less
the underwriting discounts and commissions set forth on the cover page of the
Prospectus:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
-----------
<S> <C>
Alex. Brown & Sons Incorporated......................................................................
Bear, Stearns & Co. Inc..............................................................................
Donaldson, Lufkin & Jenrette Securities Corporation..................................................
-----------
Total.............................................................................................. 5,750,000
-----------
-----------
</TABLE>

The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all shares of the Common Stock offered hereby if any of such shares are
purchased.

The Company has been advised by the representatives of the Underwriters that
the Underwriters propose to offer the shares of Common Stock to the public at
the public offering price set forth on the coverage page of this Prospectus and
to certain dealers at such price less a concession not in excess of $ per
share. The Underwriters may allow, and such dealers may reallow, a concession
not in excess of $ per share to certain other dealers. After the public
offering, the offering price and other selling terms may be changed by the
representatives of the Underwriters.

The Company has granted to the Underwriters an option, exercisable not later
than 30 days after the date of this Prospectus, to purchase up to 862,500
additional shares of Common Stock at the public offering price less the
underwriting discounts and commissions set forth on the cover page of this
Prospectus. To the extent that the Underwriters exercise such option, each of
the Underwriters will have a firm commitment to purchase approximately the same
percentage thereof that the number of shares of Common Stock to be purchased by
it shown in the above table bears to 5,750,000, and the Company will be
obligated, pursuant to the option, to sell such shares to the Underwriters. The
Underwriters may exercise such option only to cover over-allotments made in
connection with the sale of Common Stock offered hereby. If purchased, the
Underwriters will offer such additional shares on the same terms as those on
which the 5,750,000 shares are being offered.

In connection with the Offering, the Underwriters may engage in passive
market making transactions in the Common Stock on the Nasdaq National Market
immediately prior to the commencement of sales in the Offering in accordance
with Rule 10b-6A under the Exchange Act (as defined herein). Passive market
making consists of displaying bids on the Nasdaq National Market limited by the
bid prices of independent market makers and making purchases limited by such
prices and effected in response to order flow. Net purchases by a passive market
maker on each day are limited to a specified percentage of the passive market
maker's average daily trading volume in the Common Stock during a specified
period and must be discontinued when such limit is reached. Passive market
making may stabilize the market price of the Common Stock at a level above that
which might otherwise prevail and, if commenced, may be discontinued at any
time.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act.

Stockholders of the Company, holding in the aggregate 8,672,156 shares of
Common Stock have agreed not to offer, sell or otherwise dispose of any of such
Common Stock until approximately 180 days

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<PAGE>
following the date of this Prospectus without the prior consent of the
representatives of the Underwriters. In connection with the IPO, KIA V and KEP V
distributed approximately 406,350 shares of Common Stock to certain of their
respective partners in lieu of cash. The recipients of such distributions agreed
with KIA V and the representatives of the Underwriters not to offer, sell or
otherwise dispose of such shares of Common Stock prior to March 31, 1997 without
the prior written consent of KIA V and Alex. Brown & Sons Incorporated. Consent
to sales within the periods referred to in this paragraph may be provided
without prior notice to holders of the Common Stock or to the markets where such
securities are traded. See "Shares Eligible for Future Sale."

At the Company's request, the Underwriters have agreed to make available
shares of Common Stock for sale at the public offering price to officers,
directors, employees and certain other persons associated with the Company or
Kelso & Company, L.P.. The number of shares of Common Stock available for sale
to the general public will be reduced to the extent that these persons purchase
such shares. Any such shares not purchased will be offered by the Underwriters
to the general public on the same basis as the other shares offered hereby.

The representatives of the Underwriters have in the past provided and may
continue to provide investment banking services to the Company and Kelso &
Company, L.P. and its affiliates, including in connection with the Acquisitions.

CERTAIN LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Winston & Strawn, Chicago, Illinois.
Skadden, Arps, Slate, Meagher & Flom, New York, New York will pass on certain
legal matters for the Underwriters in connection with this Offering. Skadden,
Arps, Slate, Meagher & Flom has from time to time represented Kelso & Company,
L.P., KIA V and KEP V, including with respect to the purchase by KIA V and KEP V
from the Company of Class B Common Stock and Class C Common Stock of the Company
in April 1996, and may continue to represent Kelso & Company, L.P., KIA V and
KEP V. Skadden, Arps, Slate, Meagher & Flom has been engaged by the Company to
represent it in connection with the Acquisitions.

EXPERTS

The Consolidated Financial Statements of the Company as of December 31, 1994
and 1995 and for each of the three years in the period ended December 31, 1995
in this Prospectus have been so included in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.

The Consolidated Financial Statements of NOA Holding Company at May 31, 1995
and 1994, and for each of the three years in the period ending May 31, 1995,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

The combined financial statements of Tanner-Peck, LLC included in this
Prospectus and Registration Statement have been audited by BDO Seidman, LLP,
independent certified public accountants, to the extent and for the periods set
forth in their report appearing elsewhere herein, and are included in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.

The Financial Statements of POA Acquisition Corporation at December 31, 1995
and 1994, and for each of the three years in the period ended December 31, 1995,
appearing in this Prospectus and Registration Statement have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

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<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and, in accordance
therewith files reports and other information with the Commission.

The Company has filed with the Commission a Registration Statement (which
term shall include all amendments thereto) on Form S-1 under the Securities Act,
with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract,
agreement or other document referred to herein are not necessarily complete.

With respect to each report or other information filed with the Commission
pursuant to the Exchange Act, and such contract, agreement or document filed as
an exhibit to the Registration Statement, reference is made to such exhibit for
a more complete description, and each such statement is deemed to be qualified
in all respects by such reference. The Registration Statement and reports and
other information filed by the Company may be inspected, without charge, at the
offices of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 and
at its regional offices at Seven World Trade Center, New York, New York 10048,
and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
materials may be obtained from the public reference section of the Commission at
its Washington address upon payment of the prescribed fee. The Commission
maintains a World Wide Web site that contains reports, proxy and information
statements and other information regarding registrants that file electronically
with the Commission and the address of such site is http://www.sec.gov.

61
<PAGE>
INDEX TO FINANCIAL STATEMENTS
UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY

<TABLE>
<S> <C>
Report of Independent Accountants of Price Waterhouse LLP............................. F-2
Consolidated Balance Sheets........................................................... F-3
Consolidated Statements of Operations................................................. F-4
Consolidated Statements of Cash Flow.................................................. F-5
Consolidated Statements of Changes in Common Stockholders' Deficit.................... F-6
Notes to Consolidated Financial Statements............................................ F-7
NOA HOLDING COMPANY
Report of Independent Auditors of Ernst & Young LLP................................... F-16
Consolidated Balance Sheets........................................................... F-17
Consolidated Statements of Operations................................................. F-18
Consolidated Statements of Stockholders' Equity....................................... F-19
Consolidated Statements of Cash Flows................................................. F-20
Notes to Consolidated Financial Statements............................................ F-21
AD-SIGN
Report of Independent Accountants of Price Waterhouse LLP............................. F-27
Statement of Revenues and Direct Expenses............................................. F-28
Notes to the Statement of Revenues and Direct Expenses................................ F-29
POA ACQUISITION CORPORATION
Report of Independent Accountants of Ernst & Young LLP................................ F-30
Balance Sheets........................................................................ F-31
Statements of Operations.............................................................. F-32
Statements of Shareholders Equity..................................................... F-33
Statements of Cash Flows.............................................................. F-34
Notes to Financial Statements......................................................... F-35

TANNER-PECK, L.L.C.
Report of Independent Certified Public Accountants of BDO Seidman, LLP................ F-42
Combined Balance Sheets............................................................... F-43
Combined Statements of Income......................................................... F-44
Combined Statements of Changes in Members' Equity..................................... F-45
Combined Statements of Cash Flows..................................................... F-46
Summary of Accounting Policies........................................................ F-47
Notes to Combined Financial Statements................................................ F-49
</TABLE>

F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of Universal Outdoor Holdings, Inc.

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of changes in common stockholders'
deficit and of cash flows present fairly, in all material respects, the
financial position of Universal Outdoor Holdings, Inc. and its subsidiary at
December 31, 1994 and 1995, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of Universal's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which 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, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Chicago, Illinois
February 23, 1996

F-2
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
ASSETS

<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1994 1995
-------------- -------------- JUNE 30,
1996
------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash............................................................. $ 15 $ 19 $ 59
Accounts receivable, less allowance for doubtful accounts of $106
in 1994 and 1995................................................ 4,313 5,059 9,654
Other receivables................................................ 185 201 563
Prepaid land rents............................................... 822 1,043 2,644
Prepaid insurance and other...................................... 859 1,029 1,594
-------------- -------------- ------------
Total current assets......................................... 6,194 7,351 14,514
-------------- -------------- ------------
Property and equipment, net........................................ 53,651 55,346 152,279
-------------- -------------- ------------
Other assets:
Noncompete agreements, net of accumulated amortization of $4,711
and $4,505...................................................... 1,615 1,995 1,426
Finance costs, net of accumulated amortization of $511 and
$1,171.......................................................... 5,437 5,113 7,434
Excess of cost over fair value assets acquired, net of
accumulated amortization of $184 and $230....................... 746 700 2,952
Other costs associated with acquisitions, net of accumulated
amortization of $569 and $686................................... 584 525 548
Deposits......................................................... 26 20 22
-------------- -------------- ------------
Total other assets........................................... 8,408 8,353 12,382
-------------- -------------- ------------
$ 68,253 $ 71,050 $ 179,175
-------------- -------------- ------------
-------------- -------------- ------------
LIABILITIES AND COMMON STOCKHOLDERS' DEFICIT
Current liabilities:
Current maturities of long-term debt............................. $ 58 $ 58 $ --
Accounts payable................................................. 1,469 1,225 1,281
Accrued interest................................................. 998 1,054 998
Deferred revenue................................................. 400 468 487
Accrued expenses................................................. 482 409 3,418
-------------- -------------- ------------
Total current liabilities.................................... 3,407 3,214 6,184
-------------- -------------- ------------
Long-term debt, less current maturities............................ 99,669 106,362 182,673
-------------- -------------- ------------
Common stockholders' deficit:
Common stock, $.01 par value, 1,500,000 shares authorized;
7,000,000 shares issued and outstanding at December 31, 1994 and
1995, 13,000,000 shares issued and outstanding at June 30,
1996............................................................ -- -- --
Additional paid in capital....................................... 1,451 1,451 31,451
Common stock warrants............................................ 2,500 2,500 11,500
Accumulated deficit.............................................. (38,774) (42,477) (52,633)
-------------- -------------- ------------
Total common stockholders' deficit........................... (34,823) (38,526) (9,682)
-------------- -------------- ------------
Commitment and contingencies (Notes 5 and 9)....................... -- -- --
-------------- -------------- ------------
$ 68,253 $ 71,050 $ 179,175
-------------- -------------- ------------
-------------- -------------- ------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
FOR THE YEARS ENDED DECEMBER 31, JUNE 30,
------------------------------------- --------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Gross revenues.............................. $ 28,710 $ 33,180 $ 38,101 $ 18,292 $ 29,366
Less agency commissions..................... 2,863 3,414 3,953 1,881 3,127
----------- ----------- ----------- ----------- -------------
Net revenues............................ 25,847 29,766 34,148 16,411 26,239
----------- ----------- ----------- ----------- -------------
Operating expenses:
Direct advertising expenses............... 10,901 11,806 12,864 6,266 9,520
General and administrative expenses....... 3,357 3,873 4,645 2,233 3,086
Depreciation and amortization............. 8,000 7,310 7,402 3,538 4,674
Non cash compensation for common stock
warrants................................. -- -- -- -- 9,000
----------- ----------- ----------- ----------- -------------
22,258 22,989 24,911 12,037 26,280
----------- ----------- ----------- ----------- -------------
Operating income............................ 3,589 6,777 9,237 4,374 (41)
----------- ----------- ----------- ----------- -------------
Other (income) expense:
Interest expense, including amortization
of bond discount of $162, $1,818 and
$3,982................................... 6,625 9,836 12,234 6,007 8,113
Interest expense -- amortization of
deferred financing costs................. 511 464 660 335 328
Interest expense -- accretion of dividends
on redeemable preferred stock............ 2,163 1,509 -- -- --
Miscellaneous Acquisition related
expenditures............................. -- -- -- -- 1,750
(Gain) loss on disposal of assets and
other expenses........................... 351 134 46 25 (76)
----------- ----------- ----------- ----------- -------------
Total other expense..................... 9,650 11,943 12,940 6,367 10,115
----------- ----------- ----------- ----------- -------------
Net loss before extraordinary item.......... (6,061) (5,166) (3,703) (1,993) (10,156)
Extraordinary loss on early extinguishment
of debt.................................... (3,260) -- -- -- --
----------- ----------- ----------- ----------- -------------
Net loss.................................... $ (9,321) $ (5,166) $ (3,703) $ (1,993) $ (10,156)
----------- ----------- ----------- ----------- -------------
----------- ----------- ----------- ----------- -------------
Loss per common and equivalent share........ $ (1.22) $ (0.67) $ (0.48) $ (0.26) $ (0.97)
Weighted average number of shares........... 7,654,000 7,654,000 7,654,000 7,654,000 10,489,000
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31,
ENDED JUNE 30,
--------------------------------- ---------------------
1993 1994 1995 1995 1996
---------- ---------- --------- --------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................... $ (9,321) $ (5,166) $ (3,703) $ (1,993) $ (10,156)
Depreciation and amortization...................... 8,673 9,592 12,044 5,793 6,191
Costs related to acquisitions...................... -- -- -- -- 1,750
Non cash compensation for common stock warrants.... -- -- -- -- 9,000
Extraordinary loss................................. 3,260 -- -- -- --
(Gain) loss on sale of property and equipment...... 69 90 -- -- --
Accretion of preferred stock dividends............. 2,163 1,509 -- -- --
Changes in assets and liabilities:
Accounts receivable and other receivables........ (728) (1,278) (762) (672) (1,254)
Prepaid land rents, insurance and other.......... (262) (223) (391) (73) (209)
Accounts payable and accrued expenses............ 741 (156) (317) (407) 866
Accrued interest................................. (253) 140 56 (44) (72)
Deferred revenue................................. -- 400 68 -- --
Other............................................ (220) -- 5 14 --
---------- ---------- --------- --------- ----------
Net cash from operating activities............. 4,122 4,908 7,000 2,618 6,116
---------- ---------- --------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Gross capital expenditures......................... (2,862) (5,671) (5,620) (2,521) (2,943)
Payments for acquisitions.......................... -- (3,355) (1,925) (2,164) (107,106)
Proceeds from sale of property and equipment....... 858 1,003 -- --
Payment for consulting agreement................... -- -- (1,400) --
Other payments..................................... (32) (160) (124) -- (76)
---------- ---------- --------- --------- ----------
Net cash used in investing activities.......... (2,036) (8,183) (9,069) (4,685) (110,125)
---------- ---------- --------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt........... 64,037 25,408 -- (147) 75,000
Principal payments of long-term debt............... (64,505) (272) (262) (52) (1,173)
Deferred financing costs........................... (3,560) (1,888) (336) --
Net borrowings under credit agreements............. 3,950 3,040 2,671 -- 222
Additional paid in capital......................... -- -- -- -- 30,000
Payment of prepayment fees......................... (1,272) -- -- -- --
Payment for redemption of preferred stock.......... -- (23,015) -- -- --
Payment for cancellation of outstanding warrants... (750) -- -- -- --
Other.............................................. -- -- -- 2,267 --
---------- ---------- --------- --------- ----------
Net cash from (used in) financing activities....... (2,100) 3,273 2,073 2,068 104,049
---------- ---------- --------- --------- ----------
NET INCREASE (DECREASE) IN CASH...................... (14) (2) 4 1 40
CASH, at beginning of period......................... 31 17 15 15 19
---------- ---------- --------- --------- ----------
CASH, at end of period............................... $ 17 $ 15 $ 19 $ 16 $ 59
---------- ---------- --------- --------- ----------
---------- ---------- --------- --------- ----------
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid during the period.................... $ 7,701 $ 7,885 $ 8,196 $ 4,095 $ 9,807
---------- ---------- --------- --------- ----------
---------- ---------- --------- --------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDERS' DEFICIT
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
COMMON
STOCK AND
ADDITIONAL COMMON COMMON
SHARES OF PAID IN STOCK ACCUMULATED STOCKHOLDERS'
COMMON STOCK CAPITAL WARRANTS DEFICIT DEFICIT
--------------- ----------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1993............ 122,384 $ 1,051 -- ($ 33,608) ($ 32,557)
Effect of stock split................... 6,877,616 -- -- -- --
Debt proceeds attributable to warrants
issued................................. -- -- $ 2,500 -- 2,500
Reclassification of redeemable common
stock reflecting termination of
stockholder agreement which may have
required Universal Outdoor II Holding
Company to purchase up to 20% of its
outstanding Class A common stock....... -- 400 -- -- 400
Net loss................................ -- -- -- (5,166) (5,166)
--------------- ----------- ----------- ------------- --------------
Balance at December 31, 1994............ 7,000,000 1,451 2,500 (38,774) (34,823)
Net loss................................ -- -- -- (3,703) (3,703)
--------------- ----------- ----------- ------------- --------------
Balance at December 31, 1995............ 7,000,000 1,451 2,500 (42,477) (38,526)
Capital contribution (unaudited)........ 6,000,000 30,000 -- -- 30,000
Net loss (unaudited).................... -- -- -- (10,156) (10,156)
--------------- ----------- ----------- ------------- --------------
Balance at June 30, 1996 (unaudited).... 13,000,000 $ 31,451 $ 2,500 ($ 52,633) ($ 18,682)
--------------- ----------- ----------- ------------- --------------
--------------- ----------- ----------- ------------- --------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)

NOTE 1 -- BASIS OF PRESENTATION AND DESCRIPTION OF THE BUSINESS:
Universal Outdoor, Inc., Universal Outdoor II Holding Company (the Holding
Company), Outdoor Properties, Inc., Midwest Outdoor Management, Inc. and CBT
Development, Inc. were entities under common ownership and control. In
connection with the Refinancing Plan (see below), (i) a wholly-owned subsidiary
of the Holding Company was merged with and into Universal Outdoor, Inc., which
thereupon became a wholly-owned subsidiary of the Holding Company and (ii)
Universal Outdoor, Inc. (Universal) acquired all of the assets, in consideration
for the assumption of all of the liabilities, of each of Outdoor Properties,
Inc., Midwest Outdoor Management, Inc. and CBT Development, Inc. In conjunction
with the Refinancing Plan, 2,649 shares of class A common stock of Universal
were exchanged for an equal number of common shares of the Holding Company, and
1,556 shares of class B common stock of Universal were exchanged for 48,000
shares of Series B voting preferred stock of the Holding Company.

Effective November 18, 1993, Universal executed a Refinancing Plan to extend
the average life of its obligations, thereby enhancing its operating and
financial flexibility. As part of the Refinancing Plan, Universal combined, in a
single operating entity (Universal Outdoor, Inc.) under the Holding Company,
business activities previously conducted by separate affiliated corporations,
repaid certain outstanding indebtedness, issued $65.0 million Senior Notes due
2003 of Universal and replaced its existing bank credit facility. In addition,
the Refinancing Plan provided for the amendment of the terms of the redeemable
preferred stock of the Holding Company to allow the provisions of the indenture
governing the Senior Notes due 2003 to restrict payments by the operating
company to the Holding Company until the $65.0 million Senior Notes due 2003
have been retired.

Pursuant to the Refinancing Plan, Universal entered a new credit facility
which permits borrowings of up to $12,500 on a revolving basis. Additionally,
Universal issued $65.0 million Senior Notes. With the funds obtained, Universal
(i) repaid all outstanding bank borrowings, (ii) retired approximately $25,000
of senior secured notes (including a prepayment penalty of $1,000), (iii)
retired approximately $6,500 of senior subordinated notes, (iv) repaid
approximately $3,400 of other indebtedness and (v) paid related transaction fees
and expenses, including prepayment penalties.

Upon consummation of the Refinancing Plan, Universal recognized an
extraordinary loss totaling $3,300 relating to the write-off of unamortized
deferred financing costs and prepayment fees associated with long term debt
instruments. Furthermore, the redeemable preferred stock ($16,900 at November
18, 1993, the refinancing date) and a $1,200 unsecured term loan became
obligations of and were recorded in the Holding Company with the operations of
Universal and all other assets and liabilities recorded in the operating
subsidiary, Universal. The Holding Company's sole source of funds will be the
operations of its wholly-owned subsidiary, Universal. However the terms of the
$65.0 million Senior Notes due 2003 effectively preclude the operating
subsidiary from distributing cash to satisfy obligations of the Holding Company.

Universal is a leading Midwestern outdoor advertising company. Universal
owns and operates outdoor advertising display faces principally in five
geographic markets: Chicago, Illinois; Milwaukee, Wisconsin; Indianapolis,
Indiana; Des Moines, Iowa; and Evansville, Indiana. Universal sells outdoor
advertising space to national, regional and local advertisers.

Historically, manufacturers of tobacco products, principally cigarettes,
have been major users of outdoor advertising displays, including displays
operated by Universal. In 1993, 1994 and 1995, tobacco industry advertising
accounted for approximately 14.8%, 13.1% and 13.3% of Universal's net revenues,
respectively.

F-7
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES:
The summary of significant accounting policies is presented to assist the
reader in understanding and evaluating Universal's consolidated financial
statements. These policies are in conformity with generally accepted accounting
principles consistently applied in all material respects.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

The Holding Company's subsidiary is wholly-owned and is consolidated in the
accompanying financial statements. All material intercompany balances,
transactions and profits have been eliminated.

REVENUE RECOGNITION

Universal's revenues are generated from contracts with advertisers generally
covering periods of one to twelve months. Universal recognizes revenues ratably
over the contract term and defers customer prepayment of rental fees. Costs
incurred for the production of outdoor advertising displays are recognized in
the initial month of the contract or as incurred during the contract period.

PREPAID LAND RENTS

Most of Universal's outdoor advertising structures are located on leased
land. Land rents are typically paid in advance for periods ranging from one to
twelve months. Prepaid land rents are expensed ratably over the related rental
term.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using
straight-line and accelerated methods over the estimated useful lives of the
assets. Expenditures for maintenance and repairs are charged to operations as
incurred; major improvements are capitalized.

INTANGIBLE ASSETS

Non-compete agreements, deferred financing and acquisition costs are
amortized over their estimated economic lives, ranging from three to ten years.
The excess of cost over fair value of assets acquired is amortized over twenty
years on a straight-line basis. Universal reviews the carrying value of
intangibles and other long-lived assets for impairment when events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. This review is performed by comparing estimated undiscounted future
cash flows from use of the asset to the recorded value of the asset.

INCOME TAXES

Income tax expense is based on pre-tax income for financial reporting
purposes, adjusted for the effects of permanent differences between such income
and that reported for tax return purposes. Deferred tax assets and liabilities
are recognized for expected future tax consequences of temporary differences
between the carrying amounts and tax bases of the underlying assets and
liabilities (Note 8).

PER SHARE INFORMATION

Loss per common and equivalent share are based on the weighted average
number of common stock and common stock equivalents outstanding during periods,
computed using the treasury stock method. Common stock equivalents represent the
potential dilutive impact of common stock warrants. For the three years ended
December 31, 1995, stock warrants issued did not have a dilutive impact on
earnings per share.

F-8
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)
RECLASSIFICATIONS

Certain financial information in the prior years have been reclassified to
conform to the current year presentation.

INTERIM FINANCIAL INFORMATION

The interim financial information as of June 30, 1996 and 1995 and for the
six months then ended has been prepared from the unaudited financial records of
the Company and, in the opinion of management, reflects all adjustments
necessary for a fair presentation of the financial position and results of
operations and of cash flows for the respective interim periods. All adjustments
were of a normal and recurring nature.

NOTE 3 -- PROPERTY AND EQUIPMENT:
Major classes of property and equipment consist of the following at December
31, 1994 and 1995:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1994 1995
--------- ---------
<S> <C> <C>
Outdoor advertising structures............................................................. $ 70,869 $ 76,340
Land and capitalized land lease costs...................................................... 2,167 2,232
Vehicles and equipment..................................................................... 3,751 4,712
Building and leasehold improvements........................................................ 3,019 3,150
Display faces under construction........................................................... 125 1,344
--------- ---------
79,931 87,778
Less accumulated depreciation.............................................................. 26,280 32,432
--------- ---------
Net property and equipment................................................................. $ 53,651 $ 55,346
--------- ---------
--------- ---------
</TABLE>

NOTE 4 -- LONG-TERM DEBT AND OTHER OBLIGATIONS:
Long-term debt consists of the following at December 31, 1994 and 1995:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1994 1995
--------- -----------
<S> <C> <C>
11% Senior Notes due 2003, net of discount of $902 and $839 (a)................ $ 64,098 $ 64,161
14% Senior Secured Discount Notes due 2004, net of discount of $24,835 and
$20,917 (b)................................................................... 25,165 29,083
Credit facility (c)............................................................ 6,990 3,286
Acquisition line (c)........................................................... -- 6,375
Unsecured promissory note (d).................................................. 1,200 1,200
Other obligations (e).......................................................... 2,274 2,315
--------- -----------
99,727 106,420
Less current maturities of long-term debt and other obligations................ 58 58
--------- -----------
$ 99,669 $ 106,362
--------- -----------
--------- -----------
</TABLE>

- ------------------------
(a) The $65.0 million Senior Notes due 2003 have interest payable semi-annually
and are subject to redemption at the option of Universal beginning in 1998.
The $65.0 million Senior Notes due 2003 also contain certain restrictive
covenants including, among others, limitations on additional debt incurrence
and restrictions on distributions to stockholders, except for limited
payments permitted under the Indenture.

F-9
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 4 -- LONG-TERM DEBT AND OTHER OBLIGATIONS: (CONTINUED)
(b) The $50.0 million Senior Secured Discount Notes due 2004 do not pay any
interest prior to July 1, 1999. Commencing July 1, 1999, interest on the
Notes will accrue at the per annum rate of 14% of the principal amount at
maturity and will be payable in cash semi-annually on each January 1 and
July 1, commencing on January 1, 2000. These notes are secured by a pledge
of all the outstanding common shares of Universal and rank pari passu in
right of payment with existing senior indebtedness of the Holding Company.
The indenture governing these notes contains certain restrictive covenants
including, among others, limitations on Universal and the Holding Company on
additional debt incurrence, restrictions on distributions to shareholders,
the creation of liens, the making of certain investments and engaging in
transactions with affiliates.

The Holding Company will be dependent on the cash flow of Universal and its
subsidiary in order to meet its debt service obligations. The Holding
Company believes that it will receive distributions from Universal to enable
it to service the cash interest payments; however, there can be no
assurances that such distributions, if any, will be adequate to satisfy
either the cash interest on, or the payment of such debt. Significant
contractual and other restrictions exist on the payment of dividends and the
making of loans by Universal to the Holding Company. Consequently, all or a
portion of the $50.0 million Senior Secured Discount Notes due 2004 may
require refinancing prior to the maturity thereof. During the period prior
to July 1, 2004, the Holding Company does not expect to have significant
short-term cash requirements except for certain legal, accounting, printing
and other similar costs.

(c) In July 1995, Universal's credit agreement was amended to increase the
available borrowings, to extend the term of the agreement, and to add an
acquisition line of credit.

Pursuant to the amended revolving credit agreement that extends through May
2001, Universal has borrowing available under a credit facility and an
acquisition line of credit. The credit facility permits borrowings up to
$12,500 until May 1, 2000 when available borrowings under the credit
facility are scheduled to reduce to $10,000. The acquisition line of credit
permits borrowings up to $22,500. Available borrowings under the acquisition
line are scheduled to reduce to $19,500 in 1996, $15,500 in 1997, $10,500 in
1998 and $4,500 in 1999 and $0 in 2000.

The loans under the credit facility and acquisition line bear interest at
the rate per annum equal to the following: (i) Prime rate plus 0.25% when
the aggregate principle amount outstanding under the credit facility and the
acquisition line is $20 million or less, and (ii) Prime rate plus 0.50% when
the aggregate principle amount outstanding is greater than $20 million.
Prior to the amendment, Universal paid interest on this facility at (i) the
Prime rate or (ii) LIBOR plus 225 basis points. The interest rate in effect
during 1995 ranged from 8.5% to 9.25% and was 6% to 8.5% during 1994.
Interest on the credit facility is payable monthly. The credit facility is
collateralized by a first security interest in all assets of Universal.
Borrowings under the credit agreement are subject to certain restrictive
covenants including, among others, a maximum ratio of total indebtedness to
earnings, a minimum ratio of earnings to total interest expense and
restrictions on additional debt incurrence as well as distributions to
stockholders. Commitment fees are 0.25% of the unused portion of the
committed facility and are paid quarterly.

(d) The unsecured term loan of the Holding Company, which is due no later than
60 days following November 15, 2003, bears interest at 10% and is payable
monthly. This loan is guaranteed by a stockholder of the Holding Company.

F-10
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 4 -- LONG-TERM DEBT AND OTHER OBLIGATIONS: (CONTINUED)
(e) Other obligations include the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1994 1995
--------- ---------
<S> <C> <C>
- - Secured term note due November 30, 1999 bearing interest at the prime
rate. Interest on this note is payable monthly. This note is secured by
a building in Addision, Illinois....................................... $ 1,200 $ 1,148
- - Promissory note due December 31, 2001. Interest on this note is
calculated annually and is equal to 14% of the cash flow (as defined)
of Universal's subsidiary.............................................. 500 500
- - Promissory note with interest, compounded annually, at 10%, due May 4,
1999. For the first two years subsequent to May 4, 1994, interest is
added to the principal balance. Thereafter, interest is to be paid
monthly in arrears..................................................... 500 500
- - Other obligations...................................................... 74 167
--------- ---------
$ 2,274 $ 2,315
--------- ---------
--------- ---------
</TABLE>

Aggregate maturities of long-term debt obligations for each of the five
years subsequent to 1995 are $58, $54, $95, $2,712 and $4,500.

NOTE 5 -- PURCHASE OF PREFERRED AND COMMON STOCK:
The Holding Company sold 50,000 Units consisting of $50.0 million of 14%
Senior Secured Discount Notes due 2004 and 50,000 warrants to purchase shares of
common stock. The gross proceeds from the sale of the Units were $25,400 which
were used by the Holding Company (i) to purchase, for approximately $18,400, all
of the outstanding shares of its Series A preferred stock (including accrued
dividends) together with approximately 23.1% of its outstanding common stock
held by the holder of the Series A preferred stock, (ii) to purchase, for
approximately $4.7 million, all of the outstanding shares of its Series B
preferred stock (including accrued dividends), (iii) to pay related transaction
fees and expenses and, (iv) for working capital purposes. In addition, 12,500
warrants to purchase shares of common stock were issued as compensation for
services rendered in connection with the sale of the Units. The warrants, which
are exercisable at a price of $.01 per share, were assigned, based on market
conditions at the time of the sale of the Units, a value of $40 per warrant, or
$2,500 in total.

NOTE 6 -- REDEEMABLE PREFERRED STOCK:
In connection with the 1993 Refinancing, the Holding Company amended its
Certificate of Incorporation and authorized and issued 48,000 shares of no-par
Series B preferred stock in exchange for the 1,556 outstanding shares of Class B
common stock of Universal. This preferred stock was initially valued at fair
market value, or $4,287. As described in Note 5, the Series B preferred stock
and the Series A preferred stock (as described below), including accrued
dividends, were purchased by the Holding Company in June 1994.

F-11
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 7 -- LEASE COMMITMENTS:
Rent expense totaled $4,100, $4,600 and $4,600 in 1993, 1994 and 1995,
respectively. Minimum annual rentals under the terms of noncancellable operating
leases in effect at December 31, 1995 are payable as follows:

<TABLE>
<CAPTION>
YEAR LEASES LAND TOTAL
- ------------------------------------------------------------------------ ----------- --------- ---------
<S> <C> <C> <C>
1996.................................................................... $ 191 $ 3,315 $ 3,506
1997.................................................................... 145 2,995 3,140
1998.................................................................... 63 2,615 2,678
1999.................................................................... 63 2,242 2,305
2000.................................................................... 53 1,925 1,978
Thereafter.............................................................. -- 13,083 13,083
----- --------- ---------
$ 515 $ 26,175 $ 26,690
----- --------- ---------
----- --------- ---------
</TABLE>

NOTE 8 -- INCOME TAXES:
Universal and the Holding Company entered into a tax sharing agreement that
became effective upon completion of the Refinancing Plan. Under the tax sharing
agreement, the Holding Company filed a consolidated federal income tax return
with Universal for the taxable year of Universal ended on December 31, 1993 and
will continue to file consolidated returns for each taxable year thereafter for
which the Holding Company and Universal are eligible to file consolidated
federal income tax returns. Under the tax sharing agreement, for each taxable
year of Universal with respect to which Universal is included in a consolidated
federal income tax return with the Holding Company, Universal will pay to the
Holding Company an amount equal to the lesser of (i) the consolidated federal
income tax liability of the consolidated group of which the Holding Company is
the common parent or (ii) the federal income tax liability of Universal,
computed as if Universal had filed a separate federal income tax return.
Accordingly, Universal has included the tax benefits of the Holding Company's
net operating loss carryforwards generated prior to consummation of the
Refinancing Plan in its deferred tax computation. Tax benefits from losses
generated by the Holding Company subsequent to the consummation of the
Refinancing Plan are not available to Universal; however, such benefits may be
transferred through either an intercompany transfer or a capital transaction.

Since the Holding Company incurred a net operating loss in 1994 and 1995, no
provision for income taxes was required. Deferred tax assets, determined in
accordance with FAS 109, consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------
1994 1995
--------- ---------
<S> <C> <C>
Bad debts.......................................................................... $ 42 $ 42
Non-deductible accrued expenses.................................................... 81 53
Depreciation....................................................................... 136 523
Non-deductible interest............................................................ 558 1,803
Loss carryforwards................................................................. 6,575 6,202
--------- ---------
7,392 8,623
--------- ---------
Valuation reserve.................................................................. (7,392) (8,623)
--------- ---------
Net deferred tax asset............................................................. $ -- $ --
--------- ---------
--------- ---------
</TABLE>

F-12
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 8 -- INCOME TAXES: (CONTINUED)
For tax return purposes, the following companies have net operating loss
carryforwards at December 31, 1994 which expire between 2005-2009:

<TABLE>
<S> <C> <C>
PRIOR TO REFINANCING PLAN:
Universal....................................................... $ 5,808
Holding Company................................................. 7,172
---------
$ 12,980
---------
---------
SUBSEQUENT TO REFINANCING PLAN:
Holding Company................................................. $ 2,524
---------
---------
</TABLE>

Certain restrictions on the Holding Company's utilization of the net
operating losses will apply if there has been an "ownership change" of either
the Holding Company, Universal, or both within the meaning of section 382 of the
Internal Revenue Code. Upon completion of the debt offering and stock purchases
as described in Note 5, a limitation was imposed on the net operating loss
carryforwards which arose prior to the Refinancing Plan of Universal. The
limitation, as specified in Section 382 of the Internal Revenue Code, is based
on a percentage of the value of the Company at the time of the ownership change.
Furthermore, the Holding Company's use of Universal's net operating losses are
subject to limitations applicable to corporations filing consolidated federal
income tax returns.

In accordance with the Internal Revenue Code regulations, the deductibility
of interest for the $50.0 million Senior Secured Discount Notes due 2004 is
limited. Net operating losses exclude any interest which is not currently
deductible.

NOTE 9 -- SUPPLEMENTAL CASH FLOW INFORMATION:
In May 1994, Universal entered into two asset purchase agreements to
purchase, for a net combined purchase price of $4,300, advertising structures
located in the Chicago and Milwaukee markets. Approximately, $3,300 of the total
purchase price was paid in cash and $1,000 was paid in the form of promissory
notes issued by Universal. Additionally, in October 1994, Universal acquired a
building in Addison, Illinois, for $1,500, $1,200 of which was funded with a
secured term note. Accordingly, the Statement of Cash Flows does not reflect
these notes issued to acquire the advertising structures or building.

In addition, in 1994, 12,500 warrants to purchase shares of common stock
were issued as compensation for services rendered in connection with the sale of
the Units (Note 5). Accordingly, the Statement of Cash Flows does not reflect
the $500 value assigned to the warrants as a cash outflow for deferred financing
costs.

In March 1995, Universal entered into two stock purchase agreements to
purchase, for a net combined purchase price of $1,400, advertising structures
located in the Dallas market. Approximately $1,200 of the total purchase price
was paid in cash and $200 was paid in the form of promissory notes issued by
Universal or assumption of debt of the acquired Company. Additionally, during
1995 Universal acquired signboard crane equipment for $103 under a capital
lease. Accordingly, the Statement of Cash Flows does not reflect the debt
incurred in the acquisition of the stock or the equipment.

NOTE 10 -- FINANCIAL INSTRUMENTS:
The Holding Company values its financial instruments as required by FAS No.
107, "Disclosures about Fair Values of Financial Instruments." The carrying
amounts of cash and cash equivalents, short

F-13
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 10 -- FINANCIAL INSTRUMENTS: (CONTINUED)
term debt and long-term variable rate debt approximate fair value. The fair
value of long-term debt is based on market prices. The estimated fair values of
the Holding Company's financial instruments, for which the carrying amount does
not approximate fair value, as of December 31, 1995 is as follows:

<TABLE>
<CAPTION>
CARRYING
AMOUNT FAIR VALUE
----------- -----------
<S> <C> <C>
Long-term debt................................................................ $ 106,420 $ 109,145
</TABLE>

NOTE 11 -- COMMITMENT AND CONTINGENCIES:
The Holding Company is subject to various legal claims, suits and complaints
in the normal course of business. Such litigation includes claims by
municipalities that certain outdoor advertising structures must be removed.
While the ultimate outcome of current and future litigation cannot be predicted
with certainty, management believes, based on the advice of the Company's
counsel, the final outcome of such litigation will not have a material adverse
effect on the Holding Company's consolidated financial position.

Pursuant to the Refinancing Plan, the Holding Company entered into a Limited
Capital Appreciation Rights Agreement with certain institutions that were
previously debt holders of Universal (the "Holders"). Pursuant to the agreement,
upon the occurrence of a "Triggering Event," the Holding Company will be
obligated to pay to the Holders consideration based on the valuation of the
common equity of the Holding Company, but in no event in excess of $3,800. As
defined by the agreement, a Triggering Event includes an initial public offering
of common stock and a plan of complete liquidation or dissolution. The
expiration date of the agreement is June 30, 1998, except that, with respect to
an initial public offering of common stock, the expiration date is June 30,
1996. As the likelihood of a triggering event occurring prior to the agreement's
expiration date is not probable, no accrual, or charge to operations, were
recorded at December 31, 1995.

NOTE 12 -- SUBSEQUENT EVENTS:
In February 1996, the Company entered into an agreement to purchase all
outstanding stock of NOA Holding Company for approximately $85 million ("Naegele
Acquisition"). The Company expects fees and expenses associated with the deal to
be $5 million. As a result of the proposed stock purchase, Universal will
acquire signboards in the Minneapolis/St. Paul, Minnesota and Jacksonville,
Florida markets. The Company expects to finance this acquisition with $60
million in bank borrowings and $30 million in cash proceeds from the purchase of
equity of the Holding Company by an investor group. The transaction is expected
to close in April 1996.

In the first quarter of 1996, the Company also entered into an asset
purchase agreement with Ad-sign, Inc. Under this agreement, Universal purchased
approximately 160 display faces in the Chicago market in exchange for $12.5
million. The purchase price was paid in cash and was financed with borrowings
against the Acquisition Line of Credit.

NOTE 13 -- ACQUISITIONS AND FINANCING (UNAUDITED)
On April 5, 1996, the Company refinanced its existing credit facility with
(i) a revolving credit line in the amount of $12.5 million ("Revolving Credit
Facility") and (ii) an acquisition term loan and an acquisition revolving credit
line in the amount of $75.0 million and $12.5 million, respectively
("Acquisition Credit Facility"). No amounts were drawn under the Revolving
Credit Facility to finance the Naegele Acquisition; the Revolving Credit
Facility is available to Universal Outdoor, Inc. for working capital needs.
Approximately $84.5 million was drawn and used to finance the Naegele
Acquisition and refinance other

F-14
<PAGE>
UNIVERSAL OUTDOOR HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)

NOTE 13 -- ACQUISITIONS AND FINANCING (UNAUDITED) (CONTINUED)
indebtedness under the Acquisition Credit Faciliy. Both the Revolving Credit
Facility and the Acquisition Credit Facility are secured by a lien on the assets
of Universal Outdoor, Inc., a pledge of the stock of the Company, and a pledge
of the stock of any wholly-owned subsidiary of Universal Outdoor, Inc.

In addition, the Company sold 186,500 shares of Class B common stock and
188,500 shares of Class C common stock for approximately $30 million. The
proceeds were used to assist in the financing of the Naegele Acquisition.

In April 1996, the Company acquired four painted bulletin faces in the
Chicago market from Paramount Outdoor, Inc. in an asset purchase transaction for
approximately $600,000.

In July 1996, the Company completed an initial public offering (IPO) of its
stock whereby the Company sold 4,630,000 shares of Common Stock at net proceeds
of $62,435,550. The proceeds were used to pay down on existing debt. In
conjunction with the IPO, the Company effected a 16-for-one stock split. The
accompanying financial statements and related notes thereto have been restated
to reflect the 16-for-one stock split for all periods presented.

In August 1996, the Company entered into an agreement to acquire all the
outstanding stock of Outdoor Advertising Holdings, Inc. for approximately $240
million. The Company expects fees and expenses associated with the deal to be
$10 million. As a result of the proposed stock purchase, Universal will acquire
signboards in the Southeast markets including Orlando, Chattanooga, Myrtle
Beach, Palm Beach, Ocala, and the East Coast and Gulf Coast areas of Florida.
The Company expects to finance this acquisition with bank borrowings. The
transaction is expected to close in October, 1996.

In September 1996, the Company acquired an option to purchase certain assets
of Tanner-Peck Outdoor for $5 million. The option is to purchase certain assets
located in and around Memphis, Tennessee and Tunica County, Mississippi during
the period from December 1, 1996 and December 31, 1996. The purchase price in
connection with purchase upon exercise of the option is approximately $71
million (including the price of the option) plus 100,000 shares of Common Stock
of the Company.

In September 1996, the Company purchased certain assets of Iowa Outdoor
Displays for approximately $1.8 million. As a result of the agreement, the
Company will acquire signboards in the Des Moines market.

Also in September 1996, the Company purchased certain assets of The Chase
Company for approximately $5.8 million. As a result of the agreement, the
Company will acquire signboards in the Dallas market.

The Company will finance the purchase price of certain of the Acquisitions
and the related refinancing of certain existing bank indebtedness of the Company
and will pay the fees and expenses associated with the Acquisitions in part
through an amended and restated revolving credit facility loan and an amended
and restated acquisition term loan of up to $300 million under the New Credit
Facility.

F-15
<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
NOA Holding Company

We have audited the accompanying consolidated balance sheets of NOA Holding
Company as of May 31, 1994 and 1995, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended May 31, 1995. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of NOA Holding
Company as of May 31, 1994 and 1995 and the consolidated results of its
operations and cash flows for each of the three years in the period ended May
31, 1995 in conformity with generally accepted accounting principles.

Ernst & Young LLP

Minneapolis, Minnesota
July 21, 1995

F-16
<PAGE>
NOA HOLDING COMPANY
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
MAY 31,
--------------------
1994 1995
--------- --------- MARCH 31,
1996
------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash...................................................................... $ 1,619 $ 1,630 $ 906
Accounts receivable, net of allowance for doubtful accounts of $346,000 in
1994 and $338,000 in 1995................................................ 4,384 4,517 3,639
Other receivables......................................................... 256 262 126
Inventories............................................................... 267 282 153
Current portion of prepaid leases......................................... 1,183 1,098 1,059
Prepaid expenses.......................................................... 390 274 191
Other assets.............................................................. 150 35 210
--------- --------- ------------
Total current assets.................................................. 8,249 8,098 6,284
--------- --------- ------------
Long-term portion of prepaid leases......................................... 312 509 545
Property and equipment, net (Note 3)........................................ 23,562 22,357 14,422
Intangibles, net (Note 4)................................................... 17,505 12,374 5,715
--------- --------- ------------
Total assets.......................................................... $ 49,628 $ 43,338 $ 26,966
--------- --------- ------------
--------- --------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................................... $ 605 $ 650 $ 460
Revolving credit.......................................................... 200 -- --
Accrued interest.......................................................... 598 191 393
Other accrued expenses.................................................... 1,626 1,800 1,705
Deferred revenue.......................................................... 100 66 136
Current portion of long-term debt......................................... 6,000 608 91
--------- --------- ------------
Total current liabilities............................................. 9,129 3,315 2,785
--------- --------- ------------
Long-term debt (Note 5)..................................................... 29,657 30,324 5,072
Other long-term liabilities................................................. 577 480 521
STOCKHOLDERS' EQUITY (NOTES 8 AND 9)
Preferred stock, par value $.10 per share:
Authorized shares -- 1,000
Issued shares -- 1,000.................................................... -- -- --
Class A common stock, par value $.01 per share:
Authorized shares -- 200,000
Issued shares -- 81,693.70 in 1994 and 72,919.94 in 1995.................. 1 1 1
Class B common stock, par value $.01 per share:
Authorized shares -- 25,000
Issued shares -- 13,199.82 in 1994 and 6,172.16 in 1995................... -- -- --
Additional paid-in capital.................................................. 19,524 18,857 18,857
Retained deficit............................................................ (9,260) (9,639) (270)
--------- --------- ------------
Total stockholders' equity............................................ 10,265 9,219 18,588
--------- --------- ------------
Total liabilities and stockholders' equity............................ $ 49,628 $ 43,338 $ 26,966
--------- --------- ------------
--------- --------- ------------
</TABLE>

See notes to consolidated financial statements.

F-17
<PAGE>
NOA HOLDING COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS)

See notes to consolidated financial statements.

F-18
<PAGE>
NOA HOLDING COMPANY

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
PREFERRED STOCK CLASS A COMMON CLASS B COMMON
STOCK STOCK ADDITIONAL
--------------- ---------------- ------------------ PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT
------ ------ --------- ----- ---------- ------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at May 31, 1992................. 1,000 $-- 81,693.70 $ 1 13,199.82 $-- $19,228 $ (3,612)
Dividends declared.................... -- -- -- -- -- -- -- (594)
Net loss.............................. -- -- -- -- -- -- -- (2,184)
------ ------ --------- ----- ---------- ------ --------- --------
Balance at May 31, 1993................. 1,000 -- 81,693.70 1 13,199.82 -- 19,228 (6,390)
Dividends declared.................... -- -- -- -- -- -- -- (305)
Dividends in-kind..................... -- -- -- -- -- -- 296 (296)
Net loss.............................. -- -- -- -- -- -- -- (2,269)
------ ------ --------- ----- ---------- ------ --------- --------
Balance at May 31, 1994................. 1,000 -- 81,693.70 1 13,199.82 -- 19,524 (9,260)
Dividends in-kind..................... -- -- -- -- -- -- 961 (656)
Proceeds from issuance of stock....... -- -- -- -- 3,852.63 -- -- --
Stock redemptions relative to the sale
of Pony Panels....................... -- -- (7,599.32) -- (9,754.26) -- (1,372) --
Repurchases of stock.................. -- -- (1,174.44) -- (1,126.03) -- (270) --
Compensation expense on stock
issuances............................ -- -- -- -- -- -- 14 --
Net income............................ -- -- -- -- -- -- -- 277
------ ------ --------- ----- ---------- ------ --------- --------
Balance at May 31, 1995................. 1,000 $-- 72,919.94 $ 1 6,172.16 $ -- $18,857 $ (9,639)
Net income (unaudited)................ -- -- -- -- -- -- -- 9,369
------ ------ --------- ----- ---------- ------ --------- --------
Balance at March 31, 1996 (unaudited)... 1,000 $ 72,919.94 $ 1 6,172.16 $-- $18,857 $ (270)
------ ------ --------- ----- ---------- ------ --------- --------
------ ------ --------- ----- ---------- ------ --------- --------
</TABLE>

See notes to consolidated financial statements.

F-19
<PAGE>
NOA HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
TEN MONTHS ENDED
YEAR ENDED MAY 31 MARCH 31,
------------------------------- --------------------
1993 1994 1995 1995 1996
--------- --------- --------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)........................................ $ (2,184) $ (2,269) $ 277 $ (678) $ 9,369
Adjustments to reconcile to net cash provided by
operating activities:
Depreciation and amortization.......................... 6,726 6,816 7,201 6,589 5,073
Gain on sale of assets................................. -- -- -- -- (9,983)
Deferred tax provision................................. 550
Barter revenue resulting from purchases of equipment... (108) -- -- -- --
Stock compensation expense............................. -- -- 14 -- --
Changes in operating assets and liabilities:
Accounts receivable.................................. (444) (57) (320) 118 (7)
Other current and noncurrent assets.................. (36) 628 98 66 (123)
Accounts payable..................................... 191 144 45 (108) --
Accrued expenses, deferred revenue and other......... 5 (477) (59) (231) (344)
--------- --------- --------- --------- ---------
Net cash provided by operating activities................ 4,150 4,785 7,256 5,756 4,535
--------- --------- --------- --------- ---------
INVESTING ACTIVITIES
Capital expenditures for signs........................... (928) (1,459) (1,636) (1,146) (1,164)
Proceeds from disposal of signs.......................... 150 301 51 26 106
Other capital expenditures............................... -- (242) (338) (293) (235)
Proceeds from the sale of assets......................... -- -- 542 542 21,784
--------- --------- --------- --------- ---------
Net cash used in investing activities.................... (778) (1,400) (1,381) (871) 20,491
--------- --------- --------- --------- ---------
FINANCING ACTIVITIES
Net borrowings from bank................................. -- 200 -- -- 1,500
Dividends paid........................................... (594) (296) -- -- --
Increase in preferred stock.............................. -- -- -- -- 540
Principal payments of bank debt.......................... (3,100) (3,043) (5,157) (4,357) (27,700)
Payments to revise credit agreement...................... -- -- (669) (668) --
Principal payments on notes payable...................... -- -- (38) -- (90)
--------- --------- --------- --------- ---------
Net cash used in financing activities.................... (3,694) (3,139) (5,864) (5,025) (25,750)
--------- --------- --------- --------- ---------
Net cash provided........................................ (322) 246 11 (140) (724)
Cash at beginning at of period........................... 1,695 1,373 1,619 1,619 1,630
--------- --------- --------- --------- ---------
Cash at end of period.................................... $ 1,373 $ 1,619 $ 1,630 $ 1,479 $ 906
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

Supplemental schedule of noncash operating and investing activities:

The Company sold the net assets of Pony Panels on August 31, 1994 as part
of a stock redemption. The book value of the net assets sold totaled
approximately $1,900,000.

The Company incurred long-term obligations of $270,000 for stock
redemptions made during the year ended May 31, 1995.

Purchases of equipment resulting from barter agreements totaled $108,000
for the year ended May 31, 1993. There were no such purchases in 1994 and
1995.

See notes to consolidated financial statements.

F-20
<PAGE>
NOA HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 1995

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying financial statements consolidate the accounts of NOA
Holding Company (formerly McCarty Holding Company, Inc.) and its wholly-owned
subsidiary, Naegele Outdoor Advertising Company. All intercompany transactions
have been eliminated in consolidation.

REVENUE RECOGNITION

Advertising revenue is recognized monthly over the period in which
advertisement displays are posted on the advertising structures. A full month's
revenue is recognized in the first month of posting. The direct costs incurred
to produce the related advertisements are expensed as incurred. Payments
received in advance of billings are recorded as deferred revenue.

PROPERTY AND EQUIPMENT

Property and equipment are carried at cost. Maintenance, repairs and
renewals, which neither materially add to the value of the property, nor
appreciably prolong its life, are charged to expense as incurred.

Depreciation of property and equipment is provided on declining balance and
straight-line methods over useful lives of 3 to 25 years.

INTANGIBLE ASSETS

Intangibles assets are carried and are amortized on the straight-line method
over useful lives of 5 to 40 years. Goodwill represents the cost of acquired
businesses in excess of amounts assigned to tangible and intangible assets at
the date of acquisition.

INVENTORIES

Inventories consist principally of supplies and are stated at lower of cost
or market as determined on a first-in, first-out basis.

INCOME TAXES

Income taxes are computed in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes".

BARTER TRANSACTIONS

The Company occasionally enters into agreements to trade advertising space
for goods or services. Prior to December 8, 1992, the Company did not record
such arrangements as revenue unless the items bartered for were capital items.
The impact on revenues and expense of barter transactions not recorded in fiscal
1993 was $164,000.

RECLASSIFICATION

Certain amounts previously reported in 1993 and 1994 have been reclassified
to conform to the 1995 presentation.

INTERIM FINANCIAL INFORMATION

The interim financial information as of March 31, 1996 and 1995 and for the
ten months then ended has been prepared from the unaudited financial records of
the Company and, in the opinion of management, reflects all adjustments
necessary for a fair presentation of the financial position and results of
operations and of cash flows for the respective interim periods. All adjustments
were of a normal and recurring nature.

F-21
<PAGE>
NOA HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1995

2. ACQUISITIONS
Effective January 19, 1994, the Company purchased Atlantic Outdoor
Advertising, Inc. for $1 million. The acquisition was recorded using the
purchase method of accounting for business combinations.

3. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:

<TABLE>
<CAPTION>
ESTIMATED
1994 1995 USEFUL LIFE
--------- --------- -------------
(IN THOUSANDS)
<S> <C> <C> <C>
Land............................................................. $ 1,235 $ 1,294 --
Advertising structures........................................... 24,825 25,256 20 years
Buildings........................................................ 491 491 10-25 years
Machinery and equipment.......................................... 1,180 1,201 6 years
Office furniture and equipment................................... 1,896 1,865 5-10 years
Automobiles and trucks........................................... 1,045 1,124 5 years
Other............................................................ 384 370 3-10 years
--------- ---------
31,056 31,601
Less accumulated depreciation.................................... 7,494 9,244
--------- ---------
$ 23,562 $ 22,357
--------- ---------
--------- ---------
</TABLE>

4. INTANGIBLES
The intangibles consisted of the following:

<TABLE>
<CAPTION>
ESTIMATED
1994 1995 USEFUL LIFE
--------- --------- -----------
(IN THOUSANDS)
<S> <C> <C> <C>
Advertising site leases............................................. $ 22,760 $ 21,762 7 years
Covenant not to compete............................................. 3,118 3,129 5 years
Goodwill............................................................ 2,159 2,030 40 years
Loan costs.......................................................... 2,028 2,697 6 years
Organization costs.................................................. 506 503 5 years
--------- ---------
30,571 30,121
Less accumulated amortization....................................... 13,066 17,747
--------- ---------
$ 17,505 $ 12,374
--------- ---------
--------- ---------
</TABLE>

The advertising site leases and covenant not to compete were recorded as a
result of an acquisition in May 1991. Their cost represents management's best
estimate of the fair value at the date of acquisition. The loan costs represent
fees paid to obtain a bank term loan and line of credit in 1991 and to refinance
the term loan and line of credit in August 1994. In connection with the loan
refinancing, the Company wrote-off approximately $1 million of unamortized loan
costs. The organization costs are management's estimate of the portion of
various fees paid which are allocable to this asset.

F-22
<PAGE>
NOA HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1995

5. DEBT
Long-term debt consists of the following at May 31:

<TABLE>
<CAPTION>
1994 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Revolving Credit Commitment under the Amended and Restated Credit
Agreement dated August 31, 1994....................................... $ -- $ 30,700
Term loans under the Credit Agreement dated as of May 22, 1991......... 35,657 --
Revolving Credit Loan under the Credit Agreement dated as of May 22,
1991.................................................................. 200 --
Subordinated note payable, annual installments of $52 through July
1997, plus quarterly interest payments at prime....................... -- 157
Subordinated notes payable, annual installments of $38 through March
1997, plus quarterly interest payments at prime....................... -- 75
--------- ---------
35,857 30,932
Less current portion................................................... 6,200 608
--------- ---------
$ 29,657 $ 30,324
--------- ---------
--------- ---------
</TABLE>

The Company amended and restated its bank Credit Agreement on August 31,
1994 and established a Revolving Credit Commitment of up to $38,000,000 and an
Acquisition Loan Commitment of up to $5,000,000. Both commitments decrease
quarterly each fiscal year and terminate on February 28, 2001. The available
Revolving Credit Commitment at May 31, 1995 was $32,800,000. At year end there
were no borrowings against the $5,000,000 Acquisition Loan Commitment. As part
of the Agreement, interest on the first $20,000,000 of debt is payable under an
Interest Rate Protect Plan ("IPP"). The IPP provides for a fixed rate of 6.28%
plus applicable margin (2.5% at May 31, 1995) for a period of three years and
began August 5, 1994. The Amended and Restated Credit Agreement also enables the
Company to borrow the remainder of the debt at a rate equal to either the Loan
Interbank Offered Rate (LIBOR) plus 3.0% or at the Lending Agent's base rate
plus 1.75%. In addition, the Company can realize lower borrowing rates if
certain financial results are achieved. At May 31, 1995, the interest rate in
effect was LIBOR plus 2.5%.

The Company is obligated to pay loan commitment fees to the banks equal to
one-half of 1% of the average daily unused portion of the commitments.

The bank has issued a letter of credit to the Company's insurance carrier
totaling $323,000 at the end of fiscal 1994 and 1995.

All common shares of the Company are pledged as collateral for the Credit
Agreement; accordingly, substantially all of the Company's assets are
effectively pledged as collateral.

The Credit Agreement contains certain restrictive covenants which the
Company must comply with on a continuing basis. The Company is restricted as to
borrowings, dividend payments, acquisitions, stock repurchases, sales of assets
and capital expenditures.

During fiscal 1995, the Company entered into certain stock redemption
agreements to repurchase 1,174.44 shares of Class A Common Stock and 1,126.03
shares of Class B Common Stock. As part of the agreements, the Company issued
subordinated promissory notes totaling approximately $270,000.

Total interest paid on all debt was $3,849,000, $3,528,000 and $3,468,000
for fiscal 1993, 1994 and 1995, respectively.

F-23
<PAGE>
NOA HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1995

5. DEBT (CONTINUED)
Aggregate annual maturities of long-term debt during the five-year period
ending May 31, 2000 are (in thousands):

<TABLE>
<S> <C>
Year ending May 31:
1996............................................................. $ 608
1997............................................................. 4,365
1998............................................................. 6,227
1999............................................................. 7,600
2000............................................................. 7,600
</TABLE>

6. INCOME TAXES
At May 31, 1995, the Company had net operating loss carryforwards for
federal income tax purposes of approximately $8.0 million. These carryforwards
expire between May 31, 2006 and 2010. During the current fiscal year, the
Company utilized approximately $625,000 of net operating loss carryforwards to
offset current year taxable income.

Components of deferred tax assets and liabilities are (in thousands):

<TABLE>
<CAPTION>
1994 1995
--------- ---------
(IN THOUSANDS)
<S> <C> <C>
Deferred tax assets:
Loss carryforward...................................................... $ 3,403 $ 3,145
Accrued expenses....................................................... 249 207
Loan cost amortization................................................. -- 343
--------- ---------
3,652 3,695
Deferred tax liabilities:
Depreciation........................................................... 857 1,090
Bad debt allowance..................................................... 33 36
--------- ---------
890 1,126
--------- ---------
Net deferred tax assets before valuation allowance....................... 2,762 2,569
Less valuation allowance................................................. 2,762 2,569
--------- ---------
Net deferred tax assets.................................................. $ -- $ --
--------- ---------
--------- ---------
</TABLE>

7. EMPLOYEE BENEFIT PLAN
The Company has a voluntary defined contribution 401(k) savings and
retirement plan for the benefit of its nonunion employees who may contribute
from 3% to 10% of their compensation. The Company has no obligation to
contribute to the plan and made no contribution for fiscal 1993, 1994 and 1995.

8. REDEEMABLE PREFERRED STOCK
The preferred stock is redeemable, subject to certain restrictions, by the
Company at a price equal to its value as carried on the financial statements.
The Company also has the right to convert the preferred stock to debt at a rate
of $1,000 principal of debt to $1,000 liquidation value of the preferred stock.
The liquidation value of each of share of preferred stock is $7,699 and $8,660
at May 31, 1994 and 1995, respectively. After May 22, 2001, the preferred
shareholders have the right to control the Board of Directors for the purpose of
selling the Company.

F-24
<PAGE>
NOA HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1995

8. REDEEMABLE PREFERRED STOCK (CONTINUED)
Subject to certain bank restrictions, dividends on the preferred shares are
payable semi-annually at the rate of 8% either in cash or in-kind payments which
increase the liquidation value of the preferred stock. Should operating profits
exceed certain targets, the dividend rate increases to 12%. The minimum targets
for fiscal 1996 are $9,259 for each six month period.

9. COMMON STOCK AND WARRANT
The Class B common stock is entirely owned by key employees and officers.
The ownership vests over a period of five years. In the event of a sale or
liquidation of the Company, the Class A common stock has a 10% return preference
over the Class B common stock.

During fiscal 1995, the Company implemented a stock purchase plan for its
key employees. Under the plan, 4,253 shares of Class B common stock will be
granted to the employees at a purchase price of $.10 per share. The shares will
vest over a five year period. Approximately 3,853 shares had been granted by May
31, 1995.

Additionally, a warrant to purchase 5,000 shares of Class A common stock at
$144.75 per share was outstanding at May 31, 1994 and 1995. The warrant expires
on May 22, 2006 and has no voting rights.

10. SALES OF PONY PANELS
Only July 22, 1994, the Company entered into an agreement with The McCarty
Company ("McCarty") under which McCarty acquired all of the assets of the Pony
Panels division (excluding cash) in exchange for McCarty's assumption of Pony
Panel's liabilities, delivery of 7,599.32 shares of Class A Common Stock and
9,754.26 shares of Class B Common Stock of NOA Holding Company, and cash in the
amount of $542.

11. COMMITMENTS AND CONTINGENCIES
The City of Jacksonville, Florida has enacted a number of ordinances which
would require the removal of outdoor advertising structures which are not
located on federal aid primary and/or interstate highways. Management has
vigorously contested the validity of these ordinances for the last four years.
In March 1995, the Company reached a settlement with the City of Jacksonville
and Capsigns, Inc. and has agreed to remove 711 billboards faces over a period
of 20 years.

The Company is also involved in litigation with various other municipalities
and regulatory agencies as the result of condemnation proceedings and licensing
and permit renewal disputes, which could result in the removal of advertising
structures.

Management believes, based upon the information currently available, that
the settlement with the City of Jacksonville and Capsigns, Inc., along with the
outcomes of the various actions described above, will not have a material
adverse effect on the consolidated financial condition or results of operations
of the Company.

During fiscal 1995, the Company became a party to certain material
litigation. The action alleges that a former billposting employee, while in the
process of posting a billboard, fell to the ground (because the platform on
which he was working gave way) and suffered significant injuries. It is alleged
that these injuries have precluded him from seeking any gainful employment. This
matter involves a significant level issue concerning the exclusive remedy
provision of workers' compensation law in Minnesota. Minnesota law provides that
an employer providing workers' compensation benefits is immune from tort
liability. It is the Company's contention that, because the Company provided
workers' compensation benefits to the former employee, the Company is entitled
to tort immunity.

F-25
<PAGE>
NOA HOLDING COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAY 31, 1995

11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Plaintiff disputes the Company's interpretation of the law and argues
that the tort suit can go forward. This matter was argued before a trial judge
on February 28, 1995, who ruled in favor of the Plaintiff. An appeal to the
Minnesota Court of Appeals is currently pending.

The Plaintiff has also made a demand of approximately $4.9 million for lost
wages and pain and suffering. An attempt to amend this complaint and state a
claim for punitive damages has also been made. The Court has not yet acted on
the amendment.

At this time it is not possible to estimate the probable outcome of these
actions and, accordingly, the Company has not established a reserve for the
outcome of this litigation.

The Company leases the facility in Minneapolis from the Company's preferred
stockholder with annual rents of $480,000, exclusive of operating costs, which
commenced May of 1993 and continues through May of 2001.

The Company is required to make the following minimum operating lease
payments for equipment and facilities under noncancelable lease agreements (in
thousands):

<TABLE>
<S> <C>
Year ending May 31:
1996............................................................. $ 552
1997............................................................. 552
1998............................................................. 552
1999............................................................. 557
2000............................................................. 557
Thereafter....................................................... 704
---------
$ 3,474
---------
---------
</TABLE>

Rent expense for operating leases for the years ended May 31, 1993, 1994 and
1995 totaled $6,950,000, $6,837,000 and $7,268,000, respectively.

F-26
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of
Universal Outdoor Holdings, Inc.

We have audited the accompanying statement of revenues and direct expenses
of Ad-Sign for the year ended December 31, 1995. This statement is the
responsibility of the company's management. Our responsibility is to express an
opinion on this statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement of revenues and direct expenses
is free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the statement of revenues and
expenses. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the statement of revenues and direct expenses audited by us
presents fairly, in all material respects, the revenues and direct expenses of
Ad-Sign for the year ended December 31, 1995, in conformity with generally
accepted accounting principles.

PRICE WATERHOUSE LLP

June 14, 1996
Chicago, Illinois

F-27
<PAGE>
AD-SIGN
STATEMENT OF REVENUES AND DIRECT EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)

<TABLE>
<S> <C>
Gross revenues..................................................... $ 2,804
Less agency commissions............................................ 224
---------
Net revenues..................................................... 2,580
---------

Direct expenses:
Direct advertising expenses...................................... 338
General and administrative expenses.............................. 402
Depreciation and amortization.................................... 454
---------
1,194
---------
Operating income................................................... $ 1,386
---------
---------
</TABLE>

See accompanying notes to the statement of revenues and direct expenses.

F-28
<PAGE>
AD-SIGN
NOTES TO THE STATEMENT OF REVENUES AND DIRECT EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1995

NOTE 1 -- BASIS OF PRESENTATION AND DESCRIPTION OF THE BUSINESS:

The Statement of Revenues and Direct Expenses for the year ended December
31, 1995 presents revenues from contracts for the 160 advertising display faces
acquired from Ad-Sign, Inc. by Universal Outdoor Holdings, Inc. (Universal) in
the first quarter of 1996. This financial statement excludes operating expenses
which are not directly related to the assets acquired by Universal. Although
Universal only acquired certain assets of Ad-Sign, Inc., this acquisition meets
the criteria for a "business acquired" in accordance with Regulation S-X, Rule
3-05 of the Securities Exchange Act of 1934.

Ad-Sign is an outdoor advertising company which owns and operates outdoor
advertising display faces principally in Chicago, Illinois. Ad-Sign sells
outdoor advertising space to national, regional and local advertisers.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES:

The preparation of the statement of revenues and direct expenses in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of revenues and
expenses during the reported period. Actual results could differ from those
estimates. The significant accounting policies used in the preparation of these
financial statements are as follows.

REVENUES AND DIRECT EXPENSES

Advertising revenues are generated from contracts with advertisers generally
covering periods of one to twelve months. Ad-Sign recognizes revenues ratably
over the contract term and defers customer prepayment of advertising fees. Costs
incurred for the production of outdoor advertising displays are recognized in
the initial month of the contract or as incurred during the contract period.

PREPAID LAND RENTS

Most of Ad-Sign's outdoor advertising structures are located on leased land.
Land rents are typically paid in advance for periods ranging from one to twelve
months. Prepaid land rents are expenses ratably over the related rental term.

NOTE 3 -- SUBSEQUENT EVENT:

In the first quarter of 1996, Ad-Sign, Inc. entered into an asset purchase
agreement with Universal Outdoor Holdings, Inc. Under this agreement, Universal
purchased 160 advertising display faces in the Chicago market for $12.5 million.

F-29
<PAGE>
REPORT OF INDEPENDENT AUDITORS

The Board of Directors
POA Acquisition Corporation

We have audited the accompanying balance sheets of POA Acquisition
Corporation as of December 31, 1995 and 1994, and the related statements of
operations, shareholder's equity, and cash flows for each of the three years in
the period ended December 31, 1995. 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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of POA Acquisition Corporation
at December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.

As discussed in Note 2 to the financial statements, the 1994 financial
statements have been restated to reflect the correction of an error in the
calculation of the provision for income taxes.

Ernst & Young LLP

Orlando, Florida
April 1, 1996, except for Note 16
as to which the date is
August 27, 1996

F-30
<PAGE>
POA ACQUISITION CORPORATION
BALANCE SHEETS
ASSETS

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1995
-------------- JUNE 30
--------------
1994 1996
-------------- --------------
(RESTATED) (UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash........................................................... $ 727,690 $ 811,352 $ 2,873,233
Accounts receivable............................................ 4,482,520 5,631,320 6,207,868
Prepaid expenses............................................... 1,698,539 1,822,964 2,471,868
Prepaid income taxes........................................... 51,629 43,875 --
Deferred income taxes.......................................... 2,596,951 3,213,848 3,213,848
-------------- -------------- --------------
Total current assets......................................... 9,557,329 11,523,359 14,766,817
Deferred income taxes............................................ 14,269,374 11,835,410 10,730,410
Property, plant and equipment, net............................... 20,112,931 23,005,058 23,433,086
Other assets..................................................... 46,266,092 41,854,491 49,337,612
-------------- -------------- --------------
$ 90,205,726 $ 88,218,318 $ 98,267,925
-------------- -------------- --------------
-------------- -------------- --------------

LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses.......................... $ 3,432,619 $ 2,992,112 $ 3,419,277
Current portion of long-term debt.............................. 8,061,214 9,109,419 9,109,419
-------------- -------------- --------------
Total current liabilities.................................... 11,493,833 12,101,531 12,528,696
Long-term debt, less current portion............................. 70,210,555 65,603,203 73,947,859
Shareholder's equity
Common stock, $.01 par value:
Authorized shares -- 2,000,000
Issued and outstanding shares -- 100 in 1995 and 1994........ 1 1 1
Additional paid-in capital..................................... 45,419,909 45,419,909 45,419,909
Accumulated deficit............................................ (36,918,572) (34,906,326) (33,628,540)
-------------- -------------- --------------
Total shareholder's equity................................... 8,501,338 10,513,584 11,791,370
-------------- -------------- --------------
$ 90,205,726 $ 88,218,318 $ 98,267,925
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

See accompanying notes.

F-31
<PAGE>
POA ACQUISITION CORPORATION
STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30,
---------------------------------------------- ------------------------------
1993 1994 1995 1995 1996
-------------- -------------- -------------- -------------- --------------
(RESTATED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Advertising revenues........... $ 37,456,464 $ 41,737,266 $ 45,830,359 $ 21,563,122 $ 24,860,268
Less commissions and
discounts..................... (3,362,525) (3,865,492) (4,393,319) (2,047,289) (2,249,876)
-------------- -------------- -------------- -------------- --------------
34,093,939 37,871,774 41,437,040 19,515,833 22,610,392
-------------- -------------- -------------- -------------- --------------
Expenses:
Operating.................... 10,493,219 11,151,065 11,775,891 5,775,612 6,531,119
Selling, general and
administrative.............. 9,413,920 10,283,413 10,698,212 5,028,685 5,999,987
Amortization................. 4,853,633 5,208,589 5,061,849 2,540,689 2,540,689
Depreciation................. 2,871,608 2,878,346 2,545,182 1,231,195 1,461,016
-------------- -------------- -------------- -------------- --------------
27,632,380 29,521,413 30,081,134 14,576,181 16,532,811
-------------- -------------- -------------- -------------- --------------
Income from operations......... 6,461,559 8,350,361 11,355,906 4,939,652 6,077,581
-------------- -------------- -------------- -------------- --------------
Other income (expense):
Interest expense............. (5,866,923) (7,012,646) (7,346,241) (3,710,133) (3,691,754)
Loss on sale of a division... -- (494,824) -- -- --
Gain (loss) on disposal of
property and equipment,
net......................... (446,151) (329,056) (64,332) (155,276) 46,959
Interest and other income.... 167,360 24,412 42,244 -- --
-------------- -------------- -------------- -------------- --------------
(6,145,714) (7,812,114) (7,368,329) (3,865,409) (3,644,795)
-------------- -------------- -------------- -------------- --------------
Income before income taxes and
extraordinary item............ 315,845 538,247 3,987,577 1,074,243 2,432,786
Provision for income taxes:
Current...................... 100,158 37,572 158,264 42,600 96,500
Deferred..................... 478,263 1,256,910 1,817,067 489,400 1,108,500
-------------- -------------- -------------- -------------- --------------
578,421 1,294,482 1,975,331 532,000 1,205,000
-------------- -------------- -------------- -------------- --------------
Income (loss) before
extraordinary item............ (262,576) (756,235) 2,012,246 542,243 1,227,786
Extraordinary item:
(Loss) gain on early
extinguishment of debt, net
of income tax expense
(benefit) of ($147,350) and
$50,000..................... -- (244,552) -- -- 50,000
-------------- -------------- -------------- -------------- --------------
Net income (loss).............. $ (262,576) $ (1,000,787) $ 2,012,246 $ 542,243 $ 1,277,786
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>

See accompanying notes.

F-32
<PAGE>
POA ACQUISITION CORPORATION
STATEMENTS OF SHAREHOLDER'S EQUITY

<TABLE>
<CAPTION>
TOTAL
COMMON PREFERRED ADDITIONAL ACCUMULATED SHAREHOLDER'S
STOCK STOCK PAID-IN CAPITAL DEFICIT EQUITY
--------- ------------ --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1993.......... $ 1 $ 12,237 $ 57,644,726 $ (28,262,869) $ 29,394,095
Net loss for 1993................. -- -- -- (262,576) 262,576
--------- ------------ --------------- --------------- ---------------
Balances at December 31, 1993....... 1 12,237 57,644,726 (28,525,445) 29,131,519
Net loss for 1994 (restated)...... -- -- -- (1,000,787) (1,000,787)
Issuance of preferred stock....... -- 550,000 4,950,000 -- 5,500,000
Redemption of preferred stock..... -- (562,237) (17,174,817) -- (17,737,054)
Cumulative preferred stock
dividends........................ -- -- -- (7,392,340) (7,392,340)
--------- ------------ --------------- --------------- ---------------
Balance at December 31, 1994
(restated)......................... 1 -- 45,419,909 (36,918,572) 8,501,338
Net income for 1995............... -- -- -- 2,012,246 2,012,246
--------- ------------ --------------- --------------- ---------------
Balance at December 31, 1995........ 1 -- 45,419,909 (34,906,326) 10,513,584
Net income for the six months ended
June 30, 1996 (unaudited).......... -- -- -- 1,277,786 1,277,786
--------- ------------ --------------- --------------- ---------------
$ 1 $ -- $ 45,419,909 $ 33,628,540 $ 11,791,370
--------- ------------ --------------- --------------- ---------------
--------- ------------ --------------- --------------- ---------------
</TABLE>

See accompanying notes.

F-33
<PAGE>
POA ACQUISITION CORPORATION
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEARS ENDED DECEMBER 31, ENDED JUNE 30
----------------------------------------- --------------------------
1993 1995 1995 1996
------------ ------------ ------------ ------------
1994
-------------
(RESTATED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss)........................... $ (262,576) $ (1,000,787) $ 2,012,246 $ 542,243 $ 1,277,786
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Amortization.............................. 4,853,633 5,208,589 5,061,849 2,540,689 2,540,689
Depreciation.............................. 2,871,608 2,878,346 2,545,182 1,231,194 1,461,016
Deferred income taxes..................... 478,263 1,123,867 1,817,067 489,400 1,108,500
Loss on sale of division.................. 1,367,286 494,824 -- -- --
Loss on disposal of property and
equipment, net........................... 446,151 329,056 64,332 3,100 (46,959)
Provision for bad debts................... 122,694 375,190 64,285 -- --
Changes in operating assets and
liabilities:
Increase in accounts receivable......... (677,585) (523,087) (1,213,085) (418,229) (576,547)
Increase in prepaid expenses............ (68,365) (253,802) (124,425) (181,128) (652,406)
Decrease (increase) in prepaid income
taxes.................................. (78,843) (27,786) 7,754 -- 43,875
Decrease (increase) in other assets..... 862 (2,511,167) (500,248) -- --
(Increase) decrease in accounts payable
and accrued expenses................... 867,753 772,507 (440,507) 15,570 427,165
------------ ------------- ------------ ------------ ------------
Net cash provided by operating activities... 9,920,881 6,865,750 9,294,450 4,222,839 5,583,119
INVESTING ACTIVITIES
Proceeds from sale of division.............. -- 2,000,000 -- -- --
Proceeds from disposal of property and
equipment.................................. 160,450 101,463 227,854 155,276 367,500
Purchases of property, plant and
equipment.................................. (2,586,418) (1,787,528) (5,729,495) (777,279) (2,209,588)
Purchases of intangibles.................... -- -- (150,000) -- (10,023,806)
------------ ------------- ------------ ------------ ------------
Net cash (used in) provided by investing
activities................................. (2,425,968) 313,935 (5,651,641) (622,003) (11,865,894)
FINANCING ACTIVITIES
Proceeds from long-term borrowings.......... 133,500 83,023,442 4,500,000 1,000,000 13,147,633
Payments of long-term debt.................. (8,151,871) (70,696,101) (8,059,147) (4,029,691) (4,802,977)
Proceeds from issuance of preferred stock... -- 5,500,000 -- -- --
Redemption of preferred stock............... -- (17,737,054) -- -- --
Dividends paid.............................. -- (7,392,340) -- -- --
------------ ------------- ------------ ------------ ------------
Net cash used in financing activities....... (8,018,371) (7,302,053) (3,559,147) (3,029,691) 8,344,656
------------ ------------- ------------ ------------ ------------
Net increase (decrease) in cash............. (523,458) (122,368) 83,662 571,145 2,061,881
Cash at beginning of year................... 1,373,516 850,058 727,690 727,690 811,352
------------ ------------- ------------ ------------ ------------
Cash at end of year......................... $ 850,058 $ 727,690 $ 811,352 $ 1,298,835 2,873,233
------------ ------------- ------------ ------------ ------------
------------ ------------- ------------ ------------ ------------
</TABLE>

See accompanying notes.

F-34
<PAGE>
POA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995

NOTE 1 -- ORGANIZATION
On January 31, 1989, Outdoor Advertising Holdings, Inc. (Holdings)
contributed its shares of POA Acquisition Corporation (Company) common stock,
along with cash, to Peterson Acquisition, Inc. (Acquisition), a wholly-owned
subsidiary of Holdings. Acquisition immediately purchased the Company's
outstanding common shares under the terms of an Agreement and Plan of Merger
dated December 21,1988. Acquisition was subsequently merged into the Company and
its outstanding shares were converted into one hundred shares of the Company's
common stock.

The merger was accounted for as a purchase with a purchase price of
$33,279,550 (including acquisition costs of $4,448,023). Certain individuals,
who were former shareholders of the Company, own shares of Holdings and are
included in the management of Holdings and the Company. The Company allocated
the purchase price among the assets acquired and liabilities assumed, based upon
the respective fair values of the assets and liabilities, with the excess
purchase price recorded as goodwill.

The Company provides outdoor advertising services in the states of Florida,
South Carolina and Tennessee. Approximately 70% of the business is in the State
of Florida.

NOTE 2 -- RESTATEMENT OF PRIOR PERIOD FINANCIAL STATEMENTS
In October 1994, the Company sold certain assets, liabilities and the
business of its Orangeburg Division. In determining the gain or loss on the sale
for tax purposes, approximately $2,500,000 of goodwill was incorrectly included
in the calculation. The 1994 financial statements have been restated to reflect
the correction of this error resulting in a decrease in income before
extraordinary item and an increase in net loss of $956,000 from the amounts
previously reported.

NOTE 3 -- ACCOUNTING POLICIES

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost. Depreciation for financial
reporting purposes is computed by the straight-line method over the estimated
useful lives of the various classes of assets as follows:

<TABLE>
<S> <C>
Buildings...................................................... 28-30 years
Advertising structures......................................... 12 years
Equipment...................................................... 2-7 years
</TABLE>

The Company uses the accelerated Cost Recovery System and the Modified
Accelerated Cost Recovery System for income tax reporting purposes.

OTHER ASSETS

Loan costs incurred in connection with obtaining financing have been
deferred and are being amortized over the life of the loans. Goodwill represents
the excess of the cost of acquired businesses over the fair market value at
acquisition of the specifically identified assets.

Intangible assets are being amortized over the following periods:

<TABLE>
<S> <C>
Advertising structure leases.................................... 8-10 years
Goodwill........................................................ 40 years
Deferred loan costs............................................. 1-6 years
</TABLE>

F-35
<PAGE>
POA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

NOTE 3 -- ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES

The Company follows the liability method of accounting for income taxes.
Deferred income taxes relate to the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

ADVERTISING REVENUE

Advertising revenue is recognized ratably on a monthly basis over the period
in which advertisement displays are posted on the advertising structures.

ADVERTISING STRUCTURE RENTALS

Advertising structure lease rentals are generally paid in advance and
charged to expense over the life of the lease.

INTEREST RATE SWAP AND INTEREST CAP AGREEMENTS

The Company has entered into interest rate swap and interest rate cap
agreements to effectively convert a portion of its variable-rate borrowings into
fixed-rate obligations. The amount to be received or paid related to these
agreements is recognized over the lives of the agreements as an adjustment to
interest expense.

BARTER TRANSACTIONS

The Company enters into agreements to provide outdoor advertising services
in exchange for various goods and services of their customers. Revenue
recognized from these transactions approximated $1,497,000, $830,000 and $0 in
1995, 1994 and 1993, respectively.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts receivable, accounts payable and
long-term debt at December 31, 1995 approximate fair value.

ACCOUNTING STANDARD

In March 1995, the FASB issued Statement No. 121 ("SFAS No. 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. Statement 121 also addresses the accounting for
long-lived assets that are expected to be disposed of. As of December 31, 1995
there were no indications of impairment that would effect the carrying value of
assets.

INTERIM FINANCIAL INFORMATION

F-36
<PAGE>
POA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

NOTE 4 -- ACCOUNTS RECEIVABLE
Accounts receivable consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1995 1994
------------- -------------
<S> <C> <C>
Trade..................................................................... $ 5,701,472 $ 4,493,568
Employee notes and other.................................................. 463,300 458,119
------------- -------------
6,164,772 4,951,687
Less allowance for uncollectible accounts................................. (533,452) (469,167)
------------- -------------
$ 5,631,320 $ 4,482,520
------------- -------------
------------- -------------
</TABLE>

Included in employee notes and other are notes and accrued interest
aggregating $299,269 in 1995 and $279,473 in 1994 from common shareholders.

NOTE 5 -- PREPAID EXPENSES
Prepaid expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1995 1994
------------- -------------
<S> <C> <C>
Lease rental payments..................................................... $ 1,261,795 $ 1,065,874
Maintenance supplies...................................................... 94,581 133,268
Other..................................................................... 466,588 499,397
------------- -------------
$ 1,822,964 $ 1,698,539
------------- -------------
------------- -------------
</TABLE>

NOTE 6 -- PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost and consist of the
following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1995 1994
--------------- ---------------
<S> <C> <C>
Land................................................................. $ 2,466,681 $ 2,466,681
Buildings............................................................ 2,074,084 2,011,256
Advertising structures............................................... 31,857,123 27,446,874
Equipment............................................................ 3,602,942 2,978,167
--------------- ---------------
40,000,830 34,902,978
Less accumulated depreciation........................................ (16,995,772) (14,790,047)
--------------- ---------------
$ 23,005,058 $ 20,112,931
--------------- ---------------
--------------- ---------------
</TABLE>

NOTE 7 -- OTHER ASSETS
Other assets consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1995 1994
--------------- ---------------
<S> <C> <C>
Goodwill............................................................. $ 45,239,949 $ 45,239,949
Advertising structure leases, at cost................................ 26,096,863 26,021,863
Non-compete and other, at cost....................................... 6,495,641 6,420,390
Deferred loan costs.................................................. 3,403,068 2,903,068
--------------- ---------------
81,235,521 80,585,270
Less accumulated amortization........................................ (39,381,027) (34,319,178)
--------------- ---------------
$ 41,854,494 $ 46,266,092
--------------- ---------------
--------------- ---------------
</TABLE>

F-37
<PAGE>
POA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

NOTE 8 -- ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1995 1994
------------- -------------
<S> <C> <C>
Trade accounts payable.................................................... $ 1,285,008 $ 1,794,814
Accrued compensation and other............................................ 1,677,573 1,623,766
Accrued interest.......................................................... 29,531 14,039
------------- -------------
$ 2,992,112 $ 3,432,619
------------- -------------
------------- -------------
</TABLE>

NOTE 9 -- LONG-TERM DEBT
Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1995 1994
-------------- --------------
<S> <C> <C>
Notes payable to banks................................................. $ 74,500,000 $ 78,000,000
Other long-term debt................................................... 212,622 271,769
-------------- --------------
74,712,622 78,271,769
Less amounts due within one year....................................... (9,109,419) (8,061,214)
-------------- --------------
$ 65,603,203 $ 70,210,555
-------------- --------------
-------------- --------------
</TABLE>

In January 1994, the Company refinanced its notes payable to banks, paid off
the unsecured subordinated notes payable to investment banking firms and
redeemed the 14% Series A senior redeemable cumulative preferred stock with term
notes and revolving credit notes totaling $83,000,000 and $7,000,000,
respectively. Notes payable to banks are term notes and revolving credit notes
are secured by all assets and common stock of the Company. Interest is charged
on borrowings under the term notes and revolving credit notes at the Company's
discretion at either a Eurodollar base rate or an ABR rate determined in
accordance with the terms of the Credit Agreement. Interest on the term notes is
currently charged at a Eurodollar base rate determined at each interest renewal
period. The December 31, 1995 term notes consist of a $54,500,000 borrowing at
8.19% and a $20,000,000 borrowing at 10.94%. On December 29, 1995, the Company
amended its Credit Agreement to allow for an additional $50,000,000 line of
credit available for acquisitions. No borrowings under this amendment have
occurred. Long-term debt maturities over the next five years are approximately
as follows: 1996 -- $9,107,000: 1997 -- $11,051,000: 1998 -- $13,048,000: 1999
- -- $21,505,000: 2000 -- $20,000,000 and $0 thereafter.

The refinancing of the notes payable in 1994 resulted in an extraordinary
loss of $391,902 as a result of writing-off the unamortized portion of deferred
loan costs related to those borrowings.

The Company entered into interest rate swap and interest rate cap agreements
that expire in 1997 with a notional amount of $40,000,000 at December 31, 1995
to reduce the impact of changes in interest rates on its variable rate long-term
debt.

The counterpart to the agreements is a major financial institution. In the
event a counterparty fails to meet the terms of an interest rate swap or
interest rate cap agreement, the Company's exposure is limited to the interest
rate differential. Credit loss from counterparty nonperformance is not
anticipated.

The Company paid approximately $7,331,000, $7,570,000 and $4,301,000 in cash
for interest in 1995, 1994 and 1993, respectively.

F-38
<PAGE>
POA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

NOTE 10 -- EMPLOYEE BENEFITS PLANS
The Company has a discretionary defined contribution plan which provides
retirement benefits to substantially all employees. The contributions made to
this plan were approximately $100,000 in 1995 and 1994, respectively and
$110,000 in 1993.

NOTE 11 -- INCOME TAXES
At December 31, 1995, the Company had federal and state net operating loss
carryforwards of approximately $43,600,000 for income tax purposes available to
offset future taxable income through 2006 to 2009. The Company was subject to
alternative minimum tax which is imposed at a 20% rate on the corporation's
alternative minimum taxable income in 1995. The alternative minimum tax expense
for 1995 was $132,800 and $100,158 for 1993. The tax paid will be allowed as a
credit carryover against regular tax in future periods. Net operating loss
carryforwards for alternative minimum tax purposes are approximately
$38,900,000. For financial reporting purposes, no valuation allowance has been
recognized to offset the deferred tax assets related to these carryforwards. The
tax benefit of any net operating losses which are not utilized will be
recognized as a current year expense in the year of expiration.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets as of December 31, 1995, are attributable to
the bad debt allowance, depreciation and amortization differences, alternative
minimum tax, and net operating loss carryforwards.

Components of the provision for income taxes for each year are as follows:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
-----------------------------------------
1995 1993
------------- 1994 -----------
-------------
(RESTATED)
<S> <C> <C> <C>
Current
Federal.................................................... $ 132,754 $ 11,522 $ 100,158
State...................................................... 25,510 26,050 --
------------- ------------- -----------
Total current................................................ $ 158,264 $ 37,572 $ 100,158
------------- ------------- -----------
------------- ------------- -----------
Deferred:
Federal.................................................... $ 1,532,587 $ 1,073,054 $ 432,500
State...................................................... 284,480 183,856 45,763
------------- ------------- -----------
Total deferred............................................... $ 1,817,067 $ 1,256,910 $ 478,263
------------- ------------- -----------
------------- ------------- -----------
</TABLE>

The provision for income taxes included in the statements of operations
differs from the amounts computed by applying the statutory rate to income
before income taxes as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------
1995 1993
------------- 1994 -----------
-------------
(RESTATED)
<S> <C> <C> <C>
Income tax expense at the statutory rate..................... $ 1,355,776 $ 183,004 $ 107,387
Goodwill..................................................... 387,017 942,732 481,136
Meals and entertainment...................................... 17,432 21,214 7,959
State taxes, net of federal benefit.......................... 204,593 138,538 30,204
Other........................................................ 10,513 8,994 (48,265)
------------- ------------- -----------
$ 1,975,331 $ 1,294,482 $ 578,421
------------- ------------- -----------
------------- ------------- -----------
</TABLE>

F-39
<PAGE>
POA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

NOTE 11 -- INCOME TAXES (CONTINUED)

Components of deferred tax assets for each year are as follows:

<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1995
-------------- 1994
--------------
(RESTATED)
<S> <C> <C>
Current deferred tax assets:
Net operating loss carryforward...................................... $ 3,000,000 $ 2,444,000
Charitable contribution carryforward................................. 2,050 --
Prepaid expenses..................................................... (82,331) (114,184)
Bad debt allowance................................................... 254,347 176,407
Accrued liabilities.................................................. 39,782 90,728
-------------- --------------
Total current deferred tax assets...................................... $ 3,213,848 $ 2,596,951
-------------- --------------
-------------- --------------
Noncurrent deferred tax assets:
Property and equipment............................................... $ 141,450 $ 87,150
Intangible assets.................................................... (1,961,941) (2,224,357)
Alternative minimum tax credit....................................... 276,112 148,370
Net operating loss carryforward...................................... 13,391,143 16,269,565
State income taxes................................................... (11,354) (11,354)
-------------- --------------
$ 11,835,410 $ 14,269,374
-------------- --------------
-------------- --------------
</TABLE>

The Company paid income taxes of $149,000, $48,000 and $104,000 in 1995,
1994 and 1993, respectively.

NOTE 12 -- COMMITMENTS AND CONTINGENCIES

LEASES

The Company leases office space under various non-cancelable operating
leases. Minimum lease payments under these leases are approximately as follows:
1996 -- $151,000; 1997 -- $136,000 and $0 thereafter. The Company also leases
land for advertising structures under operating leases which are cancelable or
which have terms of less than one year.

Rent expense charged to operations amounted to approximately $7,461,000 in
1995, $6,947,000 in 1994 and $6,630,000 in 1993.

NOTE 13 -- PREFERRED STOCK
Holdings has issued various classes of preferred stock which provide for,
among other things, cumulative dividends which accrue quarterly whether or not
declared by the board of directors, and a liquidation value which includes
accrued dividends. This liquidation value amounted to approximately $70,711,000
at December 31, 1995 and $66,029,000 at December 31, 1994, of which
approximately $28,110,000 and $23,428,000, respectively, is accrued but unpaid
dividends. At December 31, 1995 Holdings had no assets, other than its
investment in the Company. The Holdings preferred stock does not contain
mandatory redemption features.

NOTE 14 -- ACQUISITIONS
During the year ended December 31, 1995, the Company acquired the assets of
three separate advertising entities. Under the terms of the transactions, the
Company acquired certain fixed assets, customer lists and advertising leases of
these entities for a combined total of $3,710,000. In connection with the
acquisition of the customer lists and advertising leases, intangible assets were
recorded at a total of $150,000. The customer lists and advertising leases were
assigned useful lives of three and ten years, respectively.

F-40
<PAGE>
POA ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995

NOTE 15 -- SUBSEQUENT EVENTS

ACQUISITION

On March 29, 1996, the Company purchased the stock of a company that
provides outdoor advertising services for $710,000. The Acquisition has been
accounted for by the purchase method.

COMMITMENT

The Company has entered into an agreement to purchase the capital stock of a
company that provides outdoor advertising services. The purchase price is
$10,000,000 which will be financed with the Company's Term C notes. The Company
anticipates accounting for this Acquisition by the purchase method.

NOTE 16 -- SALE OF THE COMPANY

On August 27, 1996, the Company's parent, Holdings, entered into an
Agreement and Plan of Merger to which it agreed to sell the outstanding capital
stock of Holdings for approximately $240,000,000 in cash.

F-41
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Members
Tanner-Peck, L.L.C.
Memphis, Tennessee

We have audited the accompanying combined balance sheet of Tanner-Peck,
L.L.C. (the "Company") as of December 31, 1995, and the related combined
statements of income, changes in members' equity and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion of these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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 Tanner-Peck, L.L.C. as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.

February 23, 1996, except for Note 8 which is
as of September 12, 1996

BDO Seidman, LLP
Memphis, TN

F-42
<PAGE>
TANNER-PECK, L.L.C.
COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER 31,
1995
-------------- JUNE 30,
1996
--------------
(UNAUDITED)
<S> <C> <C>
ASSETS (NOTE 7):
Current
Cash and cash equivalents (Note 3)............................................. $ 2,175,396 $ 1,712,501
Trade accounts receivable (Note 2), less allowance for doubtful accounts of
$57,934 and $177,765.......................................................... 1,312,635 2,277,222
Other receivables.............................................................. 9,496 33,955
Prepaid expenses............................................................... 320,663 270,324
-------------- --------------
Total current assets............................................................. 3,818,190 4,294,002
Property and equipment, less accumulated depreciation
(Note 4)........................................................................ 21,197,368 20,726,722
-------------- --------------
$ 25,015,558 $ 25,020,724
-------------- --------------
-------------- --------------

LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Trade accounts payable......................................................... $ 412,834 $ 8,244
Accrued expenses............................................................... 213,181 262,886
Current maturities of long-term debt (Note 5).................................. 49,471 51,500
-------------- --------------
Total current liabilities........................................................ 675,486 322,630
Long-term debt, less current maturities (Note 5)................................. 1,134,849 1,108,420
Minority interest................................................................ 34,671 39,858
-------------- --------------
Total liabilities................................................................ 1,845,006 1,470,908
Commitments and contingencies (Note 7)...........................................
Members' equity (Note 1)......................................................... 23,170,552 23,549,816
-------------- --------------
$ 25,015,558 $ 25,020,724
-------------- --------------
-------------- --------------
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.

F-43
<PAGE>
TANNER-PECK, L.L.C.
COMBINED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED JUNE
FOR THE 30,
YEAR ENDED ------------------------------
DECEMBER 31, 1995 1995 1996
------------------- -------------- --------------
(UNAUDITED)

<S> <C> <C> <C>
Billboard revenue........................................... $ 8,099,188 $ 3,620,866 $ 7,717,336
Cost of sales............................................... (3,679,087) (1,627,763) (3,955,512)
------------------- -------------- --------------
Gross profit................................................ 4,420,101 1,993,103 3,761,824
Selling, general and administrative expenses................ (1,746,678) (665,149) (1,361,049)
------------------- -------------- --------------
Operating income............................................ 2,673,423 1,327,954 2,400,775
Interest expense............................................ (582,705) (280,099) (47,091)
Minority interest........................................... (14,080) (7,862) (5,188)
------------------- -------------- --------------
Net income.................................................. $ 2,076,638 $ 1,039,993 $ 2,348,496
------------------- -------------- --------------
------------------- -------------- --------------

Pro forma:
Historical net income..................................... $ 2,076,638 $ 1,039,993 $ 2,348,496
Pro forma income taxes (Note 6)........................... 801,000 401,000 901,000
------------------- -------------- --------------
Pro forma net income...................................... $ 1,275,638 $ 638,993 $ 1,447,496
------------------- -------------- --------------
------------------- -------------- --------------
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.

F-44
<PAGE>
TANNER-PECK, L.L.C.
COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

<TABLE>
<CAPTION>
PAID-IN RETAINED
CAPITAL EARNINGS TOTAL EQUITY
-------------- ------------- --------------
<S> <C> <C> <C>
Members' equity, December 31, 1994................................ $ 1,343,946 $ -- $ 1,343,946
Net income for 1995............................................... -- 2,076,638 2,076,638
Capital contributions (Note 1).................................... 20,393,521 -- 20,393,521
Distributions to members.......................................... -- (643,553) (643,553)
-------------- ------------- --------------
Members' equity, December 31, 1995................................ $ 21,737,467 $ 1,433,085 $ 23,170,552
-------------- ------------- --------------
Unaudited:
Members equity, December 31, 1994............................... $ 1,343,946 $ -- $ 1,343,946
Net income for the six months ended June 30, 1995............... -- 1,039,993 1,039,993
Distributions for members....................................... -- (390,000) (390,000)
-------------- ------------- --------------
Members' equity June 30, 1995................................... 1,343,946 649,993 1,993,939
-------------- ------------- --------------
-------------- ------------- --------------
Members' equity, December 31, 1995.............................. $ 21,737,467 $ 1,433,085 $ 23,170,552
Net income for the six months ended June 30, 1996............... -- 2,348,496 2,348,496
Distributions to members........................................ -- (1,969,232) (1,969,232)
-------------- ------------- --------------
Members' equity, June 30, 1996.................................. $ 21,737,467 $ 1,812,349 $ 23,549,816
-------------- ------------- --------------
-------------- ------------- --------------
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.

F-45
<PAGE>
TANNER-PECK, L.L.C.
COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
FOR THE JUNE 30,
YEAR ENDED ----------------------------
DECEMBER 31, 1995 1995 1996
------------------- ------------- -------------
(UNAUDITED)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................. $ 2,076,638 $ 1,039,992 $ 2,348,496
Depreciation................................................ 579,977 238,071 762,210
Provision for bad debts..................................... 190,577 49,000 125,000
Minority interest........................................... 14,080 7,862 5,188
Gain on disposal of assets.................................. (1,176) -- --
Changes in operating assets and liabilities:
Trade accounts receivable................................. (549,837) (243,061) (1,089,587)
Prepaid expenses and other accounts receivables........... (149,182) (239,218) 25,880
Trade accounts payable.................................... 190,305 (200,061) (404,590)
Accrued expenses.......................................... 90,740 (99,557) 49,705
------------------- ------------- -------------
Net cash provided by operations......................... 2,442,122 553,028 1,822,302
------------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Memphis division of Naegele Outdoor Advertising
Company (Note 1)........................................... (14,020,096)
Capital expenditures........................................ (940,622) (559,382) (291,565)
Proceeds from sale of property and equipment................ 16,977 --
------------------- ------------- -------------
Net cash used for investing activities.................... (14,943,741) (559,382) (291,565)
------------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash contributed by members (Note 1)........................ 20,393,521 -- --
Principal advances on long-term debt........................ 5,194,649 3,085,884 --
Principal payments on long-term debt........................ (10,318,097) (2,470,990) (24,400)
Distributions to members.................................... (643,553) (390,000) (1,969,232)
------------------- ------------- -------------
Net cash provided by (used for) financing activities.......... 14,626,520 224,894 (1,993,632)
------------------- ------------- -------------
Net increase (decrease) in cash and cash equivalents.......... 2,124,901 218,540 (462,895)
Cash and cash equivalents, at beginning of period............. 50,495 50,495 2,175,396
------------------- ------------- -------------
Cash and cash equivalents, at end of period................... $ 2,175,396 $ 269,035 $ 1,712,501
------------------- ------------- -------------
------------------- ------------- -------------
SUPPLEMENTAL DISCLOSURE:
Interest paid............................................... $ 97,029 $ 48,976 $ 47,088
------------------- ------------- -------------
------------------- ------------- -------------
</TABLE>

See accompanying summary of accounting policies and notes to financial
statements.

F-46
<PAGE>
TANNER-PECK, L.L.C.
SUMMARY OF ACCOUNTING POLICIES

<TABLE>
<S> <C>
GENERAL Tanner-Peck, L.L.C. was organized on January 12, 1995. Prior
to its organization as a limited liability company, the
entity conducted business as Tanner-Peck Outdoor Sign (Note
3).

BASIS OF COMBINATION The combined financial statements include the outdoor
advertising business of Tanner-Peck, L.L.C. (the "Company")
and TOA Enterprises, L.P. The ownership of TOA Enterprise,
L.P. includes a 5% minority interest which has been provided
for in the combined financial statements. These combined
financial statements do not include other assets or
liabilities of the individual member owners.

ACQUISITION Effective November 29, 1995, the Company acquired the assets
and assumed certain liabilities of the Memphis division of
Naegele Outdoor Advertising Company ("Naegele") (Note 1).
The acquisition was accounted for using the purchase method
of accounting. Accordingly, the assets acquired and
liabilities assumed were recorded at their respective
estimated fair values, and the results of operations of
Naegele since the acquisition data have been included in the
combined financial statements of the Company.

USE OF ESTIMATES The preparation of the Company's financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. The most
significant of these estimates is the allowance for doubtful
accounts (Note 2).

REVENUE RECOGNITION The Company enters into contracts with its customers to
provide billboard and poster advertising for terms ranging
from one month to five years. Revenue under these contracts
is recognized each month as customers are invoiced for
leased advertising space provided.

PROPERTY, EQUIPMENT AND
DEPRECIATION Property and equipment are stated at cost. Depreciation is
computed using the straight-line method over the following
estimated useful lives:

Years
------------------------------------------------------------
Billboard structures 15
Machinery and equipment 7
Office furniture and equipment 7
Vehicles 7
------------------------------------------------------------

Leasehold improvements are amortized over the shorter of the
useful life of the improvement or the term of the lease.
</TABLE>

F-47
<PAGE>
TANNER-PECK, L.L.C.
SUMMARY OF ACCOUNTING POLICIES (CONTINUED)

<TABLE>
<S> <C>
TAXES ON INCOME The combined companies are treated as a "pass through"
entity for income tax purposes. Accordingly, the companies
pay no taxes on income and each member, partner or
shareholder includes their portion of income in their
respective tax returns.

OPERATING LEASES The Company leases the sites upon which its billboards are
located under various operating lease agreements. In
general, these leases provide for monthly rental payments
and rental expense is recognized each month.

STATEMENTS OF CASH FLOWS For purposes of the statements of cash flows, the Company
classifies cash on hand and in checking and savings accounts
as cash equivalents.
</TABLE>

INTERIM FINANCIAL INFORMATION

F-48
<PAGE>
TANNER-PECK, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1 -- ACQUISITION AND RECAPITALIZATION
Effective November 29, 1995, the Company acquired most of the assets, and
assumed certain liabilities, of Naegele, an outdoor advertising business. The
acquisition was effectuated by the Company paying approximately $14 million cash
and assuming $133,000 in liabilities of Naegele as well as all of its operating
lease obligations. The purchase price has been allocated to the various assets
acquired based on their respective estimated fair values as follows:

<TABLE>
<S> <C>
Billboard structures.......................................... $12,536,306
Land.......................................................... 398,781
Office furniture and equipment................................ 369,673
Machinery and equipment....................................... 308,778
Leasehold improvement......................................... 279,701
Vehicles...................................................... 153,435
Other assets.................................................. 106,422
-----------
$14,153,096
-----------
-----------
</TABLE>

Concurrent with the acquisition, the Company was recapitalized by admitting
a new member to the Company, The Weatherley Tanner Trust (the "Trust"), and
receiving a capital contribution of $20,393,521 cash as follows (Note 7):

Mr. William B. Tanner $5,835,116
The Weatherley Tanner Trust $14,558,405

As part of the recapitalization, notes payable aggregating $5,500,000 were
paid in full upon the closing of the acquisition.

Pro forma sales and net income as if the acquisition had occurred as of
January 1, 1995 would have been as follows (unaudited):

<TABLE>
<S> <C>
Sales......................................................... $13,104,000
Net income.................................................... 98,000
</TABLE>

NOTE 2 -- TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable arise from the leasing of advertising space on
billboards and posters which are primarily located in the Memphis, Tennessee
area. Accordingly, the collectibility of such receivables is largely dependent
upon the strength of the local economy.

Activity in the allowance for doubtful accounts is summarized as follows:

<TABLE>
<S> <C>
Balance -- January 1, 1995...................................... $ 30,466
Charged to expense.............................................. 190,577
Uncollected balances written off, net of recoveries............. (163,109)
---------
Balance -- December 31, 1995.................................... $ 57,934
---------
---------
</TABLE>

Future revenues under noncancellable advertising billboard lease contracts
for the next five years and thereafter are as follows at December 31, 1995:

F-49
<PAGE>
TANNER-PECK, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

NOTE 3 -- RELATED PARTY TRANSACTIONS
When Tanner-Peck, L.L.C. was organized on January 12, 1995, the owners of
the previous company, Tanner-Peck Outdoor Sign, elected not to include certain
land and the cost of a perpetual easement in the assets of Tanner-Peck, L.L.C.
The use of these assets (cost of $736,453) are necessary for the continued use
of the billboards located thereon. Rental expense for the use of these assets
was $36,283 for the year ended December 31, 1995.

The Company maintains certain bank accounts at United American Bank of
Memphis, a related entity through common ownership.

The Company also pays a member of the Company monthly rental payments of
$3,000 for office space used by the Company.

NOTE 4 -- PROPERTY AND EQUIPMENT
Property and equipment consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
-------------- JUNE 30,
1996
--------------
(UNAUDITED)
<S> <C> <C>
Billboard structures................................................... $ 20,631,409 $ 20,698,819
Land................................................................... 398,781 398,781
Buildings.............................................................. 18,001 18,001
Office furniture and equipment......................................... 489,152 492,965
Machinery and equipment................................................ 335,478 340,782
Leasehold improvements................................................. 279,701 335,194
Vehicles............................................................... 225,353 303,595
-------------- --------------
22,377,875 22,588,137
Less accumulated depreciation.......................................... (1,344,327) (2,101,238)
-------------- --------------
21,033,548 20,486,899
Construction in progress............................................... 163,820 239,823
-------------- --------------
Net property and equipment............................................. $ 21,197,368 $ 20,726,722
-------------- --------------
-------------- --------------
</TABLE>

Construction in progress consists of billboards and related structures which
are under construction. The total cost of construction is not expected to be
significant and will be funded through operations.

NOTE 5 -- LONG-TERM DEBT
Long-term debt consists of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
1995
-------------- JUNE 30,
1996
-------------
(UNAUDITED)
<S> <C> <C>
Unsecured note payable to a company, bearing interest at 8% per annum,
payable in monthly principal and interest payments of $10,861 through
October 2001 and a final payment of $755,178 due November 2001.......... $ 1,092,795 $ 1,070,982
Other notes payable, bearing interest at 8% per annum, payable in monthly
principal and interest payments of approximately $1,054 through October
2001 and a final payment of $51,990 due November 2001................... 91,525 88,938
-------------- -------------
1,184,320 1,159,920
Less current maturities.................................................. (49,471) (51,500)
-------------- -------------
Long-term debt........................................................... $ 1,134,849 $ 1,108,420
-------------- -------------
-------------- -------------
</TABLE>

F-50
<PAGE>
TANNER-PECK, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 -- INCOME TAXES
The combined companies are treated as a "pass through" entity for income tax
purposes and pay no taxes on income. Instead, each individual member, partner or
shareholder includes their portion of income in their respective tax returns.
The pro forma income taxes shown on the accompanying combined statements of
income represent the income taxes that would have been reported had the Company
filed federal and state tax returns as a C Corporation.

The following summarizes pro forma income taxes:

<TABLE>
<CAPTION>
FOR THE YEAR FOR THE SIX MONTHS ENDED
ENDED DECEMBER JUNE 30,
31, ------------------------
1995 1995 1996
-------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Federal....................................................... $ 717,000 $ 359,000 $ 806,000
State......................................................... 84,000 42,000 95,000
-------------- ----------- -----------
Total....................................................... $ 801,000 $ 401,000 $ 901,000
-------------- ----------- -----------
-------------- ----------- -----------
</TABLE>

The pro forma income taxes differ from the amounts computed by applying the
maximum federal statutory rates as follows:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS
FOR THE YEAR
ENDED DECEMBER ENDED JUNE 30,
31, --------------------
1995 1995 1996
--------------- --------- ---------
(UNAUDITED)
<S> <C> <C> <C>
Provision for federal income taxes at statutory rates................ 34.0% 34.0% 34.0%
State taxes, net of federal benefit.................................. 4.0 4.0 4.0
Other................................................................ 0.6 0.6 0.4
------ --------- ---------
Pro forma income taxes............................................... 38.6% 38.6% 38.4%
------ --------- ---------
------ --------- ---------
</TABLE>

NOTE 7 -- COMMITMENTS AND CONTINGENCIES
The $20,393,521 cash capital contributions discussed in Note 1 were financed
by loans from a bank directly to the respective members or to intermediaries who
in turn loaned funds to the members. All of the Company's assets are pledged as
collateral for these loans.

The Company is subject to certain restrictive covenants under the loan
agreement which, among other things, limit future capital expenditures and
require the maintenance of certain minimum debt service coverage and leverage
ratios. One of the intermediaries, who controls a commercial bank by ownership
of a holding company, is subject to certain restrictive covenants as to the
commercial bank. The most significant of these covenants include the maintenance
of certain minimum capital ratios and a minimum allowance for loan and lease
losses. Moreover, the holding company and its commercial bank are precluded from
incurring additional indebtedness.

The approximates future minimum rental payments for noncancelable operating
leases having remaining terms in excess of one year as of December 31, 1995 are
as follows:

<TABLE>
<S> <C>
1996.......................................................... $ 3,300,000
1997.......................................................... 3,200,000
1998.......................................................... 2,800,000
1999.......................................................... 2,600,000
Thereafter.................................................... 12,300,000
</TABLE>

Rental expense under these operating leases was $1,581,467 for the year
ended December 31, 1995.

F-51
<PAGE>
TANNER-PECK, L.L.C.
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7 -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
The Company is a defendant in a number of lawsuits arising in the normal
course of business. In addition, there are several actions by certain
governmental agencies regarding permits and related matters. Management believes
that the ultimate outcome of these matters will not have a material effect on
the financial position or results of operations of the Company.

NOTE 8 -- SUBSEQENT EVENT
On September 12, 1996 the Company entered into an agreement with Universal
Outdoor Holdings, Inc. ("Universal") whereby Universal has the option to
purchase substantially all of the assets of the Company during the period from
December 1, 1996 to December 31, 1996 for approximately $71 million plus 100,000
shares of the common stock of Universal.

F-52
<PAGE>
- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
--------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 9
The Transactions............................... 13
Use of Proceeds................................ 15
Dividend Policy................................ 16
Price Range of Common Stock.................... 16
Capitalization................................. 17
Pro Forma Financial Information................ 18
Selected Consolidated Financial and Operating
Data......................................... 26
Management's Discussion and Analysis of
Financial Condition and Historical
Operations................................... 27
Business....................................... 34
Management..................................... 44
Certain Transactions........................... 47
Principal and Selling Stockholders............. 48
Description of Capital Stock................... 50
Shares Eligible for Future Sale................ 54
Description of Indebtedness and Other
Commitments.................................. 55
Underwriting................................... 59
Certain Legal Matters.......................... 60
Experts........................................ 60
Available Information.......................... 61
Index to Consolidated Financial Statements..... F-1
</TABLE>

5,750,000 SHARES

[LOGO]

UNIVERSAL OUTDOOR HOLDINGS, INC.

COMMON STOCK

------------

PROSPECTUS
------------

ALEX. BROWN & SONS
INCORPORATED

BEAR, STEARNS & CO. INC.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
, 1996

- -------------------------------------------
-------------------------------------------
- -------------------------------------------
-------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a statement of estimated expenses incurred in connection
with the shares of Common Stock being registered hereby, other than underwriting
discounts and commissions:

<TABLE>
<S> <C>
SEC Registration Fee............................................... $ 78,381
NASD Filing Fee.................................................... 23,230
Nasdaq Stock Market Listing Fee.................................... *
Printing and Engraving Expenses.................................... *
Legal Fees and Expenses............................................ *
Accounting Fees and Expenses....................................... *
Transfer Agent and Registrar Fees and Expenses..................... *
Blue Sky Fees and Expenses (including legal fees).................. 20,000
Miscellaneous...................................................... *
---------
Total.......................................................... *
---------
---------
</TABLE>

- ------------------------

* To be filed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law ("Delaware Law") and
Article XI of the Registrant's Bylaws provide for indemnification of the
Registrant's directors and officers to the maximum extent provided by Delaware
Law, which may include liabilities under the Securities Act.

Section 8 of the Underwriting Agreement provides for indemnification by the
Underwriters of directors, officers and controlling persons of the Company
against certain liabilities, including liabilities under the Securities Act,
under certain limited circumstances.

As permitted by Section 102(b) of the Delaware Law, the Certificate of
Incorporation provides that directors of the Company shall have no personal
liability to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of a director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of law,
(iii) under Section 174 of the Delaware Law, or (iv) for any transaction from
which a director derived an improper personal benefit.

The Company does not maintain directors' and officers' liability insurance.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since January 1, 1993, the Company has issued the following securities which
were not registered under the Securities Act:

The 1996 Warrant Plan was adopted by the Board of Directors of the Company
in April 1996 in order to advance the interests of the Company by affording
certain key executives and employees an opportunity to acquire a proprietary
interest in the Company and thus to stimulate increased personal interest in
such persons in the success and future growth of the Company. The 1996 Warrant
Plan is administered by the Compensation Committee of the Company. Pursuant to
the 1996 Warrant Plan, Daniel L. Simon and Brian T. Clingen were awarded
warrants in April 1996 which have been divided into three series: the Series I
Warrants, the Series II Warrants and the Series III Warrants. In July 1996, the
1996 Warrant Plan was amended to, among other things (i) adjust the warrant
exercise price for the Series II Warrants and the Series III Warrants from $5.00
per share (as adjusted to reflect the 16 for 1 stock split which occurred in
July 1996) to (X) in the case of the Series II Warrants, the Closing Price for
the day immediately preceding any such exercise minus $.01, PROVIDED, HOWEVER,
that if at any time the average of the Closing Price for any 30

II-1
<PAGE>
consecutive trading days is equal to or greater than $16.25 AND the Closing
Price for the last day of such thirty day trading period is equal to or greater
than $16.25, then the warrant exercise price shall thereafter be $5.00, and (Y)
in the case of Series III Warrants, the Closing Price for the day immediately
preceding any such exercise minus $.01, PROVIDED, HOWEVER, that if at any time
the average of the Closing Price for any 30 consecutive trading days is equal to
or greater than $20.00 AND the Closing Price for the last day of such thirty day
trading period is equal to or greater than $20.00, then the warrant exercise
price shall thereafter be $5.00; and (ii) making each class of Warrants fully
exercisable. The Series I Warrants, the Series II Warrants and the Series III
Warrants are fully exercisable at a warrant exercise price of $5.00 per share.
The Warrants may not be sold, assigned, transferred, exchanged or otherwise
disposed of except to spouses and beneficiaries of the holders of such Warrants.
The Company consented to an assignment by Daniel L. Simon and Brian T. Clingen
to Paul G. Simon of 123,536 Series I Warrants. A total of 2,470,608 shares of
Common Stock have been reserved for issuance pursuant to the Warrants issued
under the 1996 Warrant Plan. Daniel L. Simon holds 595,000 Series I Warrants,
700,000 Series II Warrants and 700,000 Series III Warrants; Brian L. Clingen
holds 105,006 Series I Warrants, 123,536 Series II Warrants and 123,536 Series
III Warrants; and Paul G. Simon holds 123,530 Series I Warrants. The Company
recognized a one-time non-cash compensation charge of approximately $9 million
in the quarter ended June 30, 1996 relating to the issuance of the Warrants
under the 1996 Warrant Plan. See "Management -- The 1996 Warrant Plan" and
"Executive Compensation."

On April 5, 1996, the Company issued to KIA V and KEP V and certain
individuals designated by KIA V and KEP V 186,500 shares of Class B Common Stock
and 188,500 shares of Class C Common Stock in exchange for $30 million. Such
Class B Common Stock and Class C Common Stock was reclassified into 6,000,000
shares of Common Stock in connection with the IPO.

On June 30, 1994, the Company issued and sold to Bear, Stearns & Co. Inc. as
the Initial Purchaser (the "Initial Purchaser") 50,000 Units consisting of
$50,000,000 principal amount at maturity of 14% Series A Senior Secured Discount
Notes due 2004 (the "Old Notes") and 50,000 Noteholder Warrants (sold with a 4%
discount to the Initial Purchaser, along with compensation to Bear, Stearns &
Co. Inc., in its individual capacity and not as Initial Purchaser, of 12,500
Noteholder Warrants) for an aggregate offering price of approximately $25.4
million. Each Unit consisted of $1,000 principal amount at maturity of the Old
Notes and one Noteholder Warrant, and the Old Notes and Noteholder Warrants were
immediately detachable and separately transferable, subject to compliance with
applicable federal and state securities laws. This sale to the Initial Purchaser
was exempt from registration as an exempt private placement under Section 4(2)
of the Securities Act. On December 9, 1994, in a transaction registered under
the Securities Act, the Company issued $50,000,000 principal amount at maturity
of the Existing Company Notes in exchange for all of the issued and outstanding
Old Notes.

On November 18, 1993, pursuant to a Contribution Agreement between the
Company and all of the then shareholders of UOI, (i) the holders of all of the
common shares of UOI exchanged such shares on a one-for-one basis for shares of
Common Stock of the Company and (ii) the holders of all of the Class B common
shares of UOI exchanged such shares for an aggregate of 48,000 shares of Series
B Preferred Stock, no par value, of the Company. These exchanges were exempt
from registration as either not involving any "sale" or as exempt private
placements under Section 4(2) of the Securities Act.

On November 18, 1993, the Company entered into the Option Exchange Agreement
with UOI and William H. Smith ("WHS"), pursuant to which the Company granted to
WHS an option to purchase 0.52% of the issued and outstanding capital stock of
the Company at a purchase price of $130,000. The option was exercisable by WHS
upon the Company entering into a definitive agreement to issue shares of capital
stock through an underwritten public offering. In July, 1996, the WHS exercised
his option in full and received 67,600 shares of Common Stock of the Company.
Daniel L. Simon and Brian T. Clingen provided such shares to WHS pursuant to an
amendment to said Option Exchange Agreement.

II-2
<PAGE>
granted such parties limited capital appreciation rights in the capital stock of
the Company in exchange for a waiver of the prepayment penalty in connection
with the 1993 refinancing. Such capital appreciation rights are triggered by the
occurrence of any of the following: (i) liquidation or dissolution of the
Company or UOI, (ii) sale of all or substantially all of the issued and
outstanding shares of common stock or assets of the Company or (iii) the merger
or consolidation of the Company or UOI, subject to certain exceptions. The
maximum amount payable pursuant to the agreement is $3.8 million and is required
to be paid no later than one year following the triggering event. The agreement
expires June 30, 1998.

In each case, exemption from registration was claimed on the grounds that
the issuance of such securities did not involve any public offering within the
meaning of Section 4(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

<TABLE>
<S> <C>
1.1* Form of Underwriting Agreement

2.1 Stock Purchase Agreement between Wind Point Partners II, L.P., Marquette
Venture Partners, L.P., Chemical Equity Associates, a California Limited
Partnership, Banc One Venture Corporation and Management Shareholders and UOI
relating to the capital stock of NOA Holding Company dated February 27, 1996
(filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated April
5, 1996 (Commission File No. 33-82582) (the "Company 8-K") and incorporated
herein by reference)

2.2 Amendment No. 1 to Stock Purchase Agreement (filed as Exhibit 2.2 to the
Company 8-K and incorporated herein by reference)

2.3 Plan and Agreement of Merger, dated November 18, 1993, between the Company and
UOI (filed as Exhibit 2 to UOI's Registration Statement on Form S-1
(Commission File No. 33-72710) and incorporated herein by reference)

2.4* Agreement and Plan of Recapitalization between the Company, KIA V, KEP V and
certain stockholders of the Company

2.5* Agreement and Plan of Merger between UOI, Universal Acquisition Corp. and OAH
dated August 27, 1996

2.6* Option and Asset Purchase Agreement between UOI and the Memphis/Tunica Sellers
dated September 12, 1996

2.7* Asset Purchase Agreement between UOI and Iowa Outdoor, Inc. dated September
12, 1996

2.8* Asset Purchase Agreement between UOI and The Chase Company dated September 11,
1996

3.1* Third Amended and Restated Certificate of Incorporation

3.2* Second Amended and Restated Bylaws

4.1** Specimen Common Stock Certificate of the Company

5.1* Opinion of Winston & Strawn

9.1** Voting Trust Agreement dated December 20, 1995 among the Company, Daniel L.
Simon and Brian T. Clingen

9.2* Voting Trust Agreement among the Company, Daniel L. Simon and Paul G. Simon

10.1* Amended and Restated Revolving Credit Agreement dated September , 1996
entered into among UOI, the various lending institutions from time to time
parties thereto, LaSalle National Bank, as Co-Agent and Bankers Trust Company,
as Agent

10.2* Amended and Restated Acquisition Credit Agreement dated September , 1996
entered into among UOI, the various lending institutions from time to time
parties thereto, LaSalle National Bank, as Co-Agent and Bankers Trust Company,
as Agent.
</TABLE>

II-3
<PAGE>

<TABLE>
<S> <C>
10.3** Amended and Restated 1996 Warrant Plan of the Company

10.4 Warrant Agreement between the Registrant and United States Trust Company of
New York, as warrant agent, dated June 30, 1994 relating to the Noteholder
Warrants (filed as Exhibit 4(i) to Amendment No. 1 to the Company's Form S-1
Registration Statement (File No. 33-93852) and incorporated herein by
reference)

10.5 Agreement Regarding Tax Liabilities and Payments dated as of November 18, 1993
by and between UOI and the Company (filed as Exhibit 10(f) to UOI's Form S-1
Registration Statement (File No. 33-72710) and incorporated herein by
reference)

10.6** Capital Appreciation Right Agreement among the Company, Connecticut General
Life Insurance Company, Cigna Property and Casualty Insurance Company, Life
Insurance Company of North America and Aetna Life Insurance Company dated
November 18, 1993

10.7** Option Exchange Agreement among the Company, UOI and WHS dated November 18,
1993

10.8* Amendment to Option Exchange Agreement among the Company, UOI, Daniel L.
Simon, Brian T. Clingen and WHS

10.9* Fee Letter between the Company and Kelso & Company, L.P.

10.10* Registration Rights Agreement among the Company, KIA V, KEP V, Daniel L.
Simon, Brian T. Clingen and Paul G. Simon

11.1* Computation of earnings per share

21.1* Subsidiaries of the Registrant

23.1*** Consent of Price Waterhouse LLP

23.2 Consent of Ernst & Young LLP

23.3 Consent of Ernst & Young LLP

23.4*** Consent of BDO Seidman, LLP

23.5 Consent of Winston & Strawn (contained in Exhibit 5.1)

24 Powers of Attorney (included on Signature Page)
</TABLE>

- ------------------------

* To be filed by amendment.

** Filed with the Company's Registration Statement on Form S-1 dated July 23,
1996 (Commission File No. 333-5351) and incorporated herein by reference

*** Previously filed.

ITEM 17. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes that:

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to Item 14 above, or otherwise, the Company has been
advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

II-4
<PAGE>
(b) The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of the
Registration Statement as of the time it was declared effective.

(2) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

II-5
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on the 26th day of September, 1996.

UNIVERSAL OUTDOOR HOLDINGS, INC.

By: *
-----------------------------------------
Daniel L. Simon
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Act, this Amendment No. 1 to
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE TITLE DATE
- ---------------------------- ------------------------------ ------------------

* President and Chief Executive
- ---------------------------- Officer (Principal Executive September 26, 1996
Daniel L. Simon Officer) and Director

Vice President and Chief
* Financial Officer (Principal
- ---------------------------- Financial and Accounting September 26, 1996
Brian T. Clingen Officer) and Director

*
- ---------------------------- Director September 26, 1996
Michael J. Roche

*
- ---------------------------- Director September 26, 1996
Michael B. Goldberg

*
- ---------------------------- Director September 26, 1996
Frank K. Bynum

*By: /s/ PAUL G. SIMON
-------------------------
Paul G. Simon
ATTORNEY-IN-FACT

II-6

<PAGE>
LIST OF EXHIBITS

2.1 Stock Purchase Agreement between Wind Point Partners II, L.P., Marquette Venture Partners, L.P.,
Chemical Equity Associates, a California Limited Partnership, Banc One Venture Corporation and
Management Shareholders and UOI relating to the capital stock of NOA Holding Company dated
February 27, 1996 (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K dated April
5, 1996 (Commission File No. 33-82582) (the Company 8-K) and incorporated herein by reference)

2.2 Amendment No. 1 to Stock Purchase Agreement (filed as Exhibit 2.2 to the Company 8-K and
incorporated herein by reference)

2.3 Plan and Agreement of Merger, dated November 18, 1993, between the Company and UOI (filed as
Exhibit 2 to UOI's Registration Statement on Form S-1 (Commission File No. 33-72710) and
incorporated herein by reference)

2.4* Agreement and Plan of Recapitalization between the Company, KIA V, KEP V and certain
stockholders of the Company

2.5* Agreement and Plan of Merger between UOI, Universal Acquisition Corp. and OAH dated August 27,
1996

2.6* Option and Asset Purchase Agreement between UOI and the Memphis/Tunica Sellers dated September
12, 1996

2.7* Asset Purchase Agreement between UOI and Iowa Outdoor, Inc. dated September 12, 1996

2.8* Asset Purchase Agreement between UOI and The Chase Company dated September 11, 1996

3.1* Third Amended and Restated Certificate of Incorporation

3.2* Second Amended and Restated Bylaws

4.1** Specimen Common Stock Certificate of the Company

5.1* Opinion of Winston & Strawn

9.1** Voting Trust Agreement dated December 20, 1995 among the Company, Daniel L. Simon and Brian T.
Clingen

9.2* Voting Trust Agreement among the Company, Daniel L. Simon and Paul G. Simon

10.1* Amended and Restated Revolving Credit Agreement dated September , 1996 entered into among the
Registrant, the various lending institutions from time to time parties thereto, LaSalle National
Bank, as Co-Agent and Bankers Trust Company, as Agent.

10.2* Amended and Restated Acquisition Credit Agreement dated September , 1996 entered into among
the Registrant, the various lending institutions from time to time parties thereto, LaSalle
National Bank, as Co-Agent and Bankers Trust Company, as Agent.

10.3** Amended and Restated 1996 Warrant Plan of the Company

10.4 Warrant Agreement between the Registrant and United States Trust Company of New York, as warrant
agent, dated June 30, 1994 relating to the Noteholder Warrants (filed as Exhibit 4(i) to
Amendment No. 1 to the Company's Form S-1 Registration Statement (File No. 33-93852) and
incorporated herein by reference)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ---------- ------------------------------------------------------------------------------------------------ -----
10.5 Agreement Regarding Tax Liabilities and Payments dated as of November 18, 1993 by and between
UOI and the Company (filed as Exhibit 10(f) to UOI's Form S-1 Registration Statement (File No.
33-72710) and incorporated herein by reference)
<S> <C> <C>

10.6** Capital Appreciation Right Agreement among the Company, Connecticut General Life Insurance
Company, Cigna Property and Casualty Insurance Company, Life Insurance Company of North America
and Aetna Life Insurance Company dated November 18, 1993

10.7** Option Exchange Agreement among the Company, UOI and WHS dated November 18, 1993

10.8* Amendment to Option Exchange Agreement among the Company, UOI, Daniel L. Simon, Brian T. Clingen
and WHS

10.9* Fee Letter between the Company and Kelso & Company, L.P.

10.10* Registration Rights Agreement among the Company, KIA V, KEP V, Daniel L. Simon, Brian T. Clingen
and Paul G. Simon

11.1* Computation of earnings per share

21.1* Subsidiaries of the Registrant

23.1*** Consent of Price Waterhouse LLP

23.2 Consent of Ernst & Young LLP

23.3 Consent of Ernst & Young LLP

23.4*** Consent of BDO Seidman, LLP

23.5 Consent of Winston & Strawn (contained in Exhibit 5.1)

24 Powers of Attorney (included on Signature Page)
</TABLE>

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* To be filed by amendment.

** Filed with the Company's Registration Statement on Form S-1 dated July 23,
1996 (Commission File No. 333-5351) and incorporated herein by reference

*** Previously filed.

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated July 21, 1995, with respect to the financial
statements of NOA Holding Company included in the Registration Statement (Form
S-1) and related Prospectus of Universal Outdoor Holdings, Inc.

/s/ Ernst & Young LLP

Minneapolis, Minnesota
September 17, 1996

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated April 1, 1996, with respect to the financial
statements of POA Acquisition Corporation included in the Registration Statement
on Form S-1 and related Prospectus of Universal Outdoor Holdings, Inc.

/s/ Ernst & Young LLP

September 25, 1996
Orlando, Florida