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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OUTDOOR SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 86-0736400
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
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2502 N. BLACK CANYON HIGHWAY
PHOENIX, ARIZONA 85009
(602) 246-9569
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
WILLIAM S. LEVINE
CHAIRMAN OF THE BOARD
OUTDOOR SYSTEMS, INC.
2502 N. BLACK CANYON HIGHWAY
PHOENIX, ARIZONA 85009
(602) 246-9569
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH COPIES TO:
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G. WILLIAM SPEER, ESQ. R.W. SMITH, JR., ESQ.
WILLIAM B. SHEARER, JR., ESQ. PIPER & MARBURY L.L.P.
POWELL, GOLDSTEIN, FRAZER & MURPHY 36 SOUTH CHARLES STREET
191 PEACHTREE STREET, N.E., 16TH FLOOR BALTIMORE, MARYLAND 21201
ATLANTA, GEORGIA 30303 (410) 539-2530
(404) 572-6600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-9545
If this Form is a post-effective amendment filed pursuant to Section 462(c)
under the Securities Act, 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. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE
OF SECURITIES TO BE PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) REGISTRATION FEE
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Shares of Common Stock $.01 par value........ 1,029,250 $34.50 $35,509,125 $12,245
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(1) Includes 134,250 shares that the Underwriters have the option to purchase
solely to cover over-allotments, if any.
(2) Based upon the actual offering price before underwriting discounts and
commissions.
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EXPLANATORY NOTES
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act of
1933, as amended. The contents of Registration Statement No. 333-9545, declared
effective by the Commission on August 19, 1996, including any prospectuses and
prospectus supplements filed pursuant thereto in accordance with Rule 424
promulgated under said Securities Act, are hereby incorporated herein by
reference.
UNDERTAKING
The Registrant hereby undertakes and agrees to pay the registration fee for
the securities registered hereunder within twenty-four (24) hours of the filing
of this Registration Statement. It will give irrevocable wiring instructions to
its bank at the opening of business on Tuesday, August 20, 1996 to wire the
registration fee to the Commission immediately. Registrant has sufficient funds
in its account to cover the amount of the filing fee.
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EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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1.1 -- Form of Underwriting Agreement (filed as Exhibit 1.1 to Registrant's Registration
Statement on Form S-3 (Reg. No. 333-9545) and incorporated herein by reference)
2.1 -- Asset Purchase Agreement, dated July 9, 1996, entered into among the Registrant,
Gannett Co., Inc., Combined Communications Corporation, Gannett Transit, Inc.,
Shelter Media Communications, Inc., and Gannett International Communications,
Inc. (filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K dated
July 16, 1996 and incorporated herein by reference)
2.2 -- Form of Option by Gannett Outdoor Co. of Texas, Inc., in favor of the Registrant
together with the form of Asset Purchase Agreement by and between the Registrant
and Gannett Outdoor Co. of Texas, Inc. (filed as Exhibit 99.2 to the Registrant's
Current Report on Form 8-K dated July 16, 1996 and incorporated herein by
reference)
4.1 -- Specimen Common Stock Certificate of the Registrant (filed as Exhibit 4.1 to the
Registrant's Amendment No. 2 to Form S-1 Registration Statement No. 333-1582 and
incorporated herein by reference)
5.1 -- Opinion of Powell, Goldstein, Frazer & Murphy
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Powell, Goldstein, Frazer & Murphy (included in Exhibit 5.1)
24.1 -- Powers of Attorney for all officers and directors (included on Signature Page of
Registrant's Registration Statement on Form S-3 (Reg. No. 333-9545) and
incorporated therein by reference)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on the 19th day of August,
1996.
OUTDOOR SYSTEMS, INC.
By: /s/ WALLY C. KELLY
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Wally C. Kelly
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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ARTHUR R. MORENO* President (Principal Executive August 19, 1996
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Arthur R. Moreno
WILLIAM S. LEVINE* Chairman of the Board and August 19, 1996
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William S. Levine
Secretary, Treasurer and Chief August 19, 1996
/s/ BILL M. BEVERAGE Financial Officer (Principal
- ------------------------------------- Accounting and Financial Officer)
Bill M. Beverage
BRIAN J. O'CONNOR* Director August 19, 1996
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Brian J. O'Connor
STEPHEN F. BUTTERFIELD* Director August 19, 1996
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Stephen F. Butterfield
*By: /s/ BILL M. BEVERAGE
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Bill M. Beverage
Attorney-in-Fact
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EXHIBIT 5.1
August 20, 1996
Outdoor Systems, Inc.
2502 North Black Canyon Highway
Phoenix, Arizona 85009
Re: Registration Statement on Form S-3
Filed with the Securities and Exchange Commission on August 19, 1996
Gentlemen:
We have served as counsel for Outdoor Systems, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-3 (the
"Registration Statement"), of a proposed public offering by certain selling
stockholders (the "Selling Stockholders") of 370,000 shares (the "Selling
Stockholder Shares") of common stock, par value $.01 per share (the "Common
Stock"), and by the Company of 525,000 shares of Common Stock (the "Company
Shares"), and the grant to Alex. Brown & Sons Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation and CIBC Wood Gundy Securities Corp. (the
"Underwriters") by the Company of an option to purchase up to an additional
134,250 shares of Common Stock to cover over-allotments, if any (the
"Over-allotment Shares").
We have examined and are familiar with the Registration Statement, the
Underwriting Agreement among the Company, the Underwriters and the Selling
Stockholders (the "Underwriting Agreement") and originals or copies (certified
or otherwise identified to our satisfaction) of such documents, corporate
records and other instruments relating to the incorporation of the Company and
to the authorization, issuance and sale of the Over-allotment Shares and the
Selling Stockholder Shares as we have deemed necessary and advisable.
Based upon the foregoing and have regard for such legal considerations as
we have deemed relevant, it is our opinion that:
1. The Selling Stockholder Shares have been duly authorized and are,
or upon issuance thereof upon or prior to the closing of the offering made
under the Registration Statement will be, legally and validly issued, fully
paid and non-assessable; and
2. Upon authorization, issuance, sale and delivery thereof as
contemplated in the Registration Statement and the Underwriting Agreement,
the Company Shares and the Over-allotment Shares will be legally and
validly issued, fully paid and non-assessable.
We do hereby consent to the reference to our firm under the heading
"Certain Legal Matters" in the Prospectus incorporated by reference into in the
Registration Statement and to the filing of this opinion as Exhibit 5 thereto.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Registration Statement on Form S-3 of Outdoor
Systems, Inc. of our report dated January 31, 1996, except as to Note 12, the
date of which is April 17, 1996 and Note 13, the date of which is July 22, 1996,
on the financial statements of Outdoor Systems, Inc. and subsidiaries as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 appearing in the Prospectus, which is part of this
Registration Statement.
We consent to the use in this Registration Statement on Form S-3 of Outdoor
Systems, Inc. of our report dated January 16, 1995 on the consolidated
statements of operations of Capitol Outdoor Advertising, Inc. and Subsidiary and
its predecessor company Creative Outdoor Advertising of Atlanta, Inc. for the
seven month period ended July 30, 1993, the five month period ended December 31,
1993 and the nine month period ended September 30, 1994 appearing in the
Prospectus, which is part of this Registration Statement.
We consent to the use in this Registration Statement on Form S-3 of Outdoor
Systems, Inc. of our report dated July 25, 1996 on the Gannett Outdoor combined
statements of net assets to be acquired by Outdoor Systems, Inc. as of December
31, 1995 and 1994 and combined statements of revenues and direct expenses of net
assets to be acquired by Outdoor Systems, Inc. for each of the three years in
the period ended December 31, 1995 appearing in the Prospectus, which is a part
of this Registration Statement.
We consent to the reference to us under the headings "Selected Financial
Data" and "Experts" in such Prospectus.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
August 19, 1996
