<PAGE> 1
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JUNE 4, 1997 (JUNE 2, 1997)
OUTDOOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-28256 86-0736400
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2502 NORTH BLACK CANYON HIGHWAY, PHOENIX, ARIZONA 85009
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 246-9569
NOT APPLICABLE
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On June 2, 1997, the Registrant entered into an amendment (the
"Amendment") to the Underwriting Agreement dated May 22, 1997 among the
Registrant, certain selling stockholders named therein and Alex. Brown & Sons
Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation, CIBC Wood
Gundy Securities Corp., Montgomery Securities and Prudential Securities
Incorporated. The Amendment is filed as Exhibit 99.1 hereto and is incorporated
by reference herein.
At the Annual Meeting of Stockholders held on May 29, 1997, the
Registrant's stockholders approved an amendment to the Registrant's Certificate
of Incorporation to increase the number of authorized shares of Common Stock
from 60 million to 200 million. This amendment is reflected in the Registrant's
Fourth Amended and Restated Certificate of Incorporation filed with the
Secretary of State of Delaware. The Fourth Amended and Restated Certificate of
Incorporation is filed as Exhibit 99.2 hereto.
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<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1. Amendment No. 1 dated June 2, 1997 to Underwriting
Agreement dated May 22, 1997 by and among the
Registrant, the selling stockholders named therein,
Alex. Brown & Sons Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, CIBC Wood Gundy
Securities Corp., Montgomery Securities and
Prudential Securities Corporation.
99.2 Fourth Amended and Restated Certificate of
Incorporation.
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<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
June 4, 1997
OUTDOOR SYSTEMS, INC.
By: /s/ BILL M. BEVERAGE
---------------------------
Bill M. Beverage
Chief Financial Officer,
Treasurer and Secretary
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<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Page
No. Description Number
- ------- ----------- ----------
<S> <C> <C>
99.1. Amendment No. 1 dated June 2, 1997 to Underwriting
Agreement dated May 22, 1997 by and among the
Registrant, the selling stockholders named
therein, Alex. Brown & Sons Incorporated,
Donaldson, Lufkin & Jenrette Securities
Corporation, CIBC Wood Gundy Securities Corp.,
Montgomery Securities and Prudential Securities
Corporation.
99.2 Fourth Amended and Restated Certificate of
Incorporation.
</TABLE>
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<PAGE> 1
EXHIBIT 99.1
June 2, 1997
ALEX. BROWN & SONS INCORPORATED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CIBC WOOD GUNDY SECURITIES CORP.
MONTGOMERY SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
c/o ALEX. BROWN & SONS INCORPORATED
1 South Street
Baltimore, Maryland 21202
Re: Amendment to the Underwriting Agreement
Ladies and Gentlemen:
Reference is hereby made to the Underwriting Agreement (the
"Underwriting Agreement") dated May 22, 1997 among Outdoor Systems, Inc., a
Delaware corporation (the "Company"), the Selling Shareholders listed on
Schedule II thereto, and the several underwriters (the "Underwriters") named in
Schedule I thereto for whom you are acting as representatives (the
"Representatives"). The Underwriting Agreement provides, among other things, for
the sale to the Underwriters of an aggregate of 13,000,000 shares of the
Company's Common Stock, par value $.01 per share (the "Firm Shares"), and for
the sale of up to 1,950,000 additional shares of the Company's Common Stock (the
"Option Shares") by the Company and certain Selling Shareholders upon the
exercise of the Underwriters' over-allotment option.
The Underwriting Agreement is hereby amended by: (i) deleting Schedule
III thereto and replacing it with the Schedule III attached hereto; and (ii)
deleting the second sentence of paragraph (d) of Section 2 thereof and replacing
it with the following:
"The exact number of Option Shares to be sold by the Company
and each of the Selling Shareholders listed in Schedule III
hereto shall be determined by the Company and such Selling
Shareholders on or prior to the second business day prior to
the Option Closing Date and shall be set forth in a revised
Schedule III delivered by the Company and such Selling
Shareholders; provided, however, that in no event shall the
Company sell less than 975,000 of the Option Shares and that
none of the Selling Shareholders will sell more than 487,500
shares."
All other references to the over-allotment option and Option Shares
contained in the Underwriting Agreement and Schedules thereto shall be deemed to
be amended consistently with the above.
<PAGE> 2
Alex. Brown & Sons
June 2, 1997
Page 2.
If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding amendment to the Underwriting Agreement.
Very truly yours,
Outdoor Systems, Inc.
By: /s/ William S. Levine
----------------------------------------
William S. Levine
Chairman
Selling Shareholders
Levine Investments Limited Partnership
---------------------------------------------
By: William S. Levine
*
---------------------------------------------
Arthur R. and Carole D. Moreno,
as joint tenants
M-K Link Investments Limited Partnership
*
---------------------------------------------
By: Stephen J. Haberkorn
*
---------------------------------------------
Wally C. Kelly
* By:
/s/ William S. Levine
---------------------------------------------
William S. Levine, as Attorney-in-Fact
<PAGE> 3
Alex. Brown & Sons
June 2, 1997
Page 3.
The foregoing Amendment to the Underwriting Agreement is hereby confirmed and
accepted as of the date first above written.
ALEX. BROWN & SONS INCORPORATED
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
CIBC WOOD GUNDY SECURITIES CORP.
MONTGOMERY SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
As Representatives of the several
Underwriters listed on Schedule I
to the Underwriting Agreement
By ALEX. BROWN & SONS INCORPORATED
By: /s/ Jeffrey S. Amling
---------------------------------------
Authorized Officer
<PAGE> 4
SCHEDULE III
SCHEDULE OF OPTION SHARES
<TABLE>
<CAPTION>
Maximum Number of Percentage of Total
Number of Seller Option Shares to be Sold* Number of Option Shares*
---------------- ------------------------- ------------------------
<S> <C> <C>
Outdoor Systems, Inc.
Levine Investments Limited
Partnership
Arthur R. and Carole D.
Moreno, as joint tenants
M-K Link Investments
Limited Partnership
</TABLE>
* To be completed and revised Schedule to be delivered to the Underwriters
on or prior to the second business day prior to the Option Closing Date.
<PAGE> 5
SCHEDULE III
SCHEDULE OF OPTION SHARES*
<TABLE>
<CAPTION>
Maximum Number of Percentage of Total
Number of Seller Option Shares to be Sold Number of Option Shares
---------------- ------------------------ -----------------------
<S> <C> <C>
Outdoor Systems, Inc. 1,500,000 76.9
Levine Investments Limited 250,000 12.8
Partnership
Arthur R. and Carole D. 0 0.0
Moreno, as joint tenants
M-K Link Investments 200,000 10.3
Limited Partnership
</TABLE>
* Delivered to the Underwriters pursuant to the Underwriting Agreement, as
amended.
Dated: June 3, 1997
Outdoor Systems, Inc.
By: /s/ William S. Levine
-------------------------------
William S. Levine
Chairman
Selling Stockholders listed on
Schedule III to the Underwriting
Agreement, as amended.
By: /s/ William S. Levine
-------------------------------
William S. Levine,
as Attorney-in-Fact
<PAGE> 1
EXHIBIT 99.2
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
OUTDOOR SYSTEMS, INC.
A DELAWARE CORPORATION
OUTDOOR SYSTEMS, INC., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation (the "Corporation") is Outdoor Systems,
Inc. The Corporation was originally incorporated under the same name, and the
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on May 24, 1993. A Restated Certificate of Incorporation
was filed with the Secretary of State of Delaware on July 16, 1993, a Second
Restated Certificate of Incorporation was filed with the Secretary of State of
Delaware on August 17, 1993, a Third Restated Certificate of Incorporation was
filed with the Secretary of State of Delaware on April 17, 1996, and a
Certificate Regarding Retirement of Stock is being filed with the Secretary of
State of Delaware contemporaneously herewith.
2. The members of the Board of Directors of Outdoor Systems, Inc.
adopted and approved the following amendment to the Third Restated Certificate
of Incorporation of the Corporation.
3. The stockholders of the Corporation voted in favor of the following
amendment at the Annual Meeting of Stockholders held May 29, 1997.
4. This Fourth Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Third Restated
Certificate of Incorporation of this Corporation and incorporates the terms of
the Certificate Regarding Retirement of Stock and has been duly adopted pursuant
to Sections 242 and 245 of the General Corporation Law of the State of Delaware.
5. Article IV, Section A, Subsection 1 of the Corporation's Third
Amended and Restated Certificate of Incorporation shall be deleted in its
entirety and amended to read as follows:
"Subsection 1. Authorized Stock; Designations. The total
number of shares of stock which the Corporation shall have authority to
issue is 212,000,000 divided into two (2) classes as follows:
(a) 200,000,000 shares shall be Common Stock, $.01 par
value each (hereinafter referred to as the "Common
Stock"); and
(b) 12,000,000 shares shall be Preferred Stock, $1.00 par
value each (hereinafter referred to as "Preferred
Stock").
<PAGE> 2
The designations, preferences, limitations and relative rights of the
classes of stock of the Corporation are as set forth in this Article
IV."
6. Article IV, Section A, Subsection 1(c),1(d) and 1(e); Article IV,
Section A, Subsection 2; Article IV, Section A, Subsection 3(c); Article IV,
Section C, Subsection 2; and Article IV, Sections D, E, F and G of the Third
Amended and Restated Certificate of Incorporation of the Corporation are deleted
in their entirety in connection with the retirement of Exchangeable Preferred
Stock, Class A Preferred Stock and Class B Preferred Stock pursuant to the
Certificate Regarding Retirement of Stock and Section 243 of the Delaware
General Corporation Law.
7. The text of the Third Amended and Restated Certificate of
Incorporation as currently in effect is hereby restated to read in its entirety
as attached hereto as Annex A.
<PAGE> 3
ANNEX A
FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
OUTDOOR SYSTEMS, INC.
ARTICLE I.
NAME
The name of the Corporation is OUTDOOR SYSTEMS, INC.
ARTICLE II.
REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the State of
Delaware is 1013 Centre Road, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is Corporation Service Company.
ARTICLE III.
PURPOSES AND INITIAL BUSINESS
The purpose for which this Corporation is organized is to conduct or
promote any lawful business or purposes as may be permitted by the laws of the
State of Delaware.
ARTICLE IV.
AUTHORIZED CAPITAL
SECTION A. AUTHORIZED STOCK.
Subsection 1. Authorized Stock; Designations. The total number of
shares of stock which the Corporation shall have authority to issue is
212,000,000, divided into two (2) classes as follows:
(a) 200,000,000 shares shall be Common Stock, $.01 par value each
(hereinafter referred to as the "Common Stock"); and
(b) 12,000,000 shares shall be Preferred Stock, $1.00 par value
each (hereinafter referred to as the "Preferred Stock").
The designations, preferences, limitations and relative rights of the classes of
stock of the Corporation are as set forth in this Article IV.
Subsection 2. [INTENTIONALLY OMITTED]
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Subsection 3. General Terms.
(a) No Preemptive Rights. The holders of the shares of any class of
stock shall not have any rights to convert such shares for shares of any other
class or any other series of any class of capital stock of the Corporation, nor
shall any such class be entitled as a matter of right to subscribe to, purchase,
or receive any part of any new or additional shares of any class, whether now or
hereafter authorized, or of bonds, debentures or other evidences of indebtedness
convertible into or exchangeable for shares, but all such new or additional
shares of any class or bonds, debentures, or other evidences of indebtedness
convertible into or exchangeable for shares may be issued and disposed of by the
Board of Directors on such terms and for such consideration, so far as may be
permitted by other provisions set forth herein or as may be permitted by law,
and to such person or persons as the Board of Directors in their absolute
discretion may deem advisable.
(b) Proof of Status. The Corporation may, in connection with preparing
a list of stockholders entitled to vote at any meeting of stockholders or of
holders of any class of stock entitled to dividends or redemption payments or as
a condition to the registration of a transfer of shares of any given class of
stock on the Corporation's books, require the furnishing of such affidavits or
other proof from the holders of such class of stock as it deems reasonably
necessary to establish that no transfer that is not permitted by the terms of
such class of stock has occurred with respect to such class. Each holder of
stock shall comply with such requests.
(c) [INTENTIONALLY OMITTED]
(d) Shares of the Preferred Stock need not be issued for consideration
of a value equal to their respective Face Amounts per share (if any); rather, to
the extent permitted by Delaware law, shares of such stock may be issued for
such consideration that is not less than the respective par value thereof, and
for such corporate purposes as the Board of Directors of the Corporation may
from time to time determine. If any such stock is issued in exchange for
non-monetary consideration, the determination of the Board of Directors of the
Corporation as to the value of such consideration shall be conclusive to the
extent permitted by Delaware law.
(e) Upon any stock split, stock dividend or reclassification,
subdividing or combining outstanding shares of any class of the Corporation's
capital stock, appropriate adjustment shall be made to any reference to numbers
of shares or per share numbers contained herein.
(f) The terms "hereof," "herein," and words of similar import in any
section of Article IV shall be deemed to be references to provisions to such
section of Article IV and not to the provisions of any other section of Article
IV unless the context otherwise requires.
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<PAGE> 5
SECTION B. COMMON STOCK.
Subsection 1. Relative Rights. All shares of Common Stock shall have
identical rights and privileges in all respects.
Subsection 2. Voting Rights. Each share of Common Stock shall entitle
the holder thereof to one (1) vote on all matters on which holders of Common
Stock are entitled to vote. Cumulative voting by holders of shares of Common
Stock is hereby denied.
Subsection 3. Dividends. Shares of Common Stock shall be entitled to
dividends in cash or other property if, when and as declared by the Board of
Directors of the Corporation from funds legally available therefor, subject to
the provisions relating to the preferred stock.
Subsection 4. Liquidation. In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, the holders
of the shares of common stock shall be entitled, after payment or provision for
payment of the debts and other liabilities of the Corporation and the amount to
which the holders of any class or series of Preferred Stock shall be entitled,
to share ratably in the remaining net assets of the Corporation.
SECTION C. PREFERRED STOCK.
The Preferred Stock may be created and issued from time to time in one
or more series with such distinctive serial designations and:
(1) may have such voting power, full or limited, or may be without such
voting powers;
(2) may be subject to redemption at such time or times and at such
prices;
(3) may be entitled to receive dividends (which may be cumulative or
noncumulative) at such rate or rates, on such conditions, and at such
times, and payable in preference to or in such relation to, the
dividends payable on any other class or classes or series of stock;
(4) may have such rights upon the dissolution of, or upon any
distribution of the assets of, the Corporation;
(5) may be convertible into, or exchangeable for, shares of any other
class or classes of stock of the Corporation, at such price or prices
or at such rates of exchange, and with such adjustments; and
(6) shall have such other relative, participating, optional or special
rights, and preferences, designations, qualifications, limitations or
restrictions thereof;
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<PAGE> 6
all as shall hereafter be stated and expressed in a resolution or resolutions
providing for the issuance of such Preferred Stock from time to time adopted by
the Board of Directors pursuant to the authority that is hereby vested in the
Board of Directors; provided, however, that notwithstanding anything in this
paragraph to the contrary, the Board of Directors shall not issue any shares of
Preferred Stock which have rights that would conflict with, or cause the
Corporation to violate, the terms applicable to any of the Corporation's shares
of capital stock outstanding at the time of such issuance of Preferred Stock.
ARTICLE V.
NUMBER OF DIRECTORS
A. The number of directors which shall constitute the whole Board of
Directors shall be not less than three (3) nor more than ten (10) and shall be
fixed from time to time in accordance with the By-laws of the Corporation, as
the same may be amended from time to time. The directors shall be divided into
three classes, designated Class I, Class II, and Class III (which at all times
shall be as nearly equal in number as possible), with the term of office of
Class III directors to expire at the 1999 Annual Meeting of Stockholders, the
term of office of Class II directors to expire at the 1998 Annual Meeting of
Stockholders, and the term of office of Class I directors to expire at the 1997
Annual Meeting of Stockholders. At each annual meeting of stockholders following
such initial classification and election, directors elected to succeed those
directors whose terms expire shall be elected for a term of office to expire at
the third succeeding annual meeting of stockholders after their election.
B. Subject to the rights of the holders of any class or series of the
Corporation's capital stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
by a majority vote of the directors then in office, though less than a quorum,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires. No decrease in the number of authorized directors
constituting the entire Board of Directors shall shorten the term of any
incumbent director.
C. Notwithstanding the foregoing, whenever the holders of any shares of
the Corporation's outstanding shares of preferred stock shall have the right to
elect directors at an annual or special meeting of stockholders, the election,
term of office, filling of vacancies, and other features of such directorships
shall be governed by the terms hereof applicable thereto, or the resolution or
resolutions of the Board of Directors relating to the issuance of such shares of
preferred stock, and such directors so elected shall not be divided into classes
pursuant to this Article unless expressly provided by such terms or such other
resolution or resolutions.
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<PAGE> 7
D. Notwithstanding any other provisions hereof or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of capital
stock required by law or this instrument or the resolution or resolutions of the
Board of Directors relating to the issuance thereof, the affirmative vote of the
holders of at least sixty percent of the voting power of all of the
then-outstanding shares of Common Stock shall be required to alter, amend,
repeal, or adopt any provision inconsistent with this Article V.
ARTICLE VI.
EXISTENCE
The Corporation is to have perpetual existence.
ARTICLE VII.
LIMITATION OF LIABILITY
AND INDEMNIFICATION
A. Directors of the Corporation shall have no personal liability to the
Corporation 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 Corporation 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 General Corporation Law of Delaware, or (iv) for
any transaction from which a director derived an improper personal benefit.
B. No amendment to or repeal of these provisions shall apply to or have
any effect on the liability or alleged liability of any person for or with
respect to any acts or omissions of such person occurring prior to such
amendments.
ARTICLE VIII.
BY-LAWS
The By-laws may be altered, amended or repealed or new By-laws may be
adopted by (1) the holders of at least 66-2/3% of the total voting power of all
shares of stock of the Corporation entitled to vote in the election of
directors, considered for the purposes of this Article VIII as one class, or (2)
the Board of Directors, at any regular meeting of the stockholders or the Board
of Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting.
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ARTICLE IX.
MEETINGS AND BOOKS AND RECORDS
Meetings of the stockholders may be held within or without the State of
Delaware, as the By-laws may provide. The books of the Corporation may be kept
(subject to the provisions of any law or regulation) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the Corporation. Elections of directors
need not be by written ballot unless the By-laws of the Corporation shall so
provide. The authority contemplated by Section 228 of the Delaware General
Corporation Law that permits stockholders to take action by written consent is
expressly denied to stockholders of this Corporation. Accordingly, the
stockholders shall not have the ability to take any action unless such action is
taken at an annual or special meeting of the stockholders.
ARTICLE X.
AMENDMENTS
Subject to any express limitations set forth in this Fourth Amended and
Restated Certificate, the Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Fourth Amended and Restated
Certificate, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
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<PAGE> 9
IN WITNESS WHEREOF, this Fourth Amended and Restated Certificate of
Incorporation of Outdoor Systems, Inc. has been executed by the Chairman of the
Board of Directors this 29th day of May, 1997.
/s/ William S. Levine
---------------------------
William S. Levine
Chairman of the Board
ATTESTED BY:
/s/ Bill M. Beverage
- -------------------------
Bill M. Beverage
Secretary
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