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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)
OUTDOOR SYSTEMS, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
690057-10-4
(CUSIP Number)
Bill M. Beverage, 2502 N. Black Canyon Hwy., Phoenix, Arizona 85009
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 2 of 8 Pages
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<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William S. Levine
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 13,303,798*
OWNED BY
EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
3,659,536*
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9 SOLE DISPOSITIVE POWER
13,303,798*
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10 SHARED DISPOSITIVE POWER
91,000*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,963,334*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.0%
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14 TYPE OF REPORTING PERSON
IN
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</TABLE>
* As adjusted for the three-for-two stock splits effected July 22, 1996,
November 22, 1996 and July 3, 1997.
<PAGE> 3
SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 3 of 8 Pages
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<TABLE>
<S> <C>
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Levine Investments Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 13,303,698*
OWNED BY
EACH REPORTING
PERSON WITH
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8 SHARED VOTING POWER
3,568,536*
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9 SOLE DISPOSITIVE POWER
13,303,698*
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,872,234*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
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TYPE OF REPORTING PERSON14
PN
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</TABLE>
* As adjusted for the three-for-two stock splits effected July 22, 1996,
November 22, 1996 and July 3, 1997.
<PAGE> 4
SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 4 of 8 Pages
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This Amendment No. 2 ("Amendment No. 2") to the Statement on Schedule 13D
("Schedule 13D") previously filed by the undersigned with the Securities and
Exchange Commission (the "Commission") with respect to the common stock, $.01
par value ("Common Stock"), of Outdoor Systems, Inc. (the "Issuer"), as amended
by Amendment No. 1 ("Amendment No. 1") filed with the Commission on August 28,
1997, further amends the Schedule 13D and restates it in its entirety.
All information herein concerning the Common Stock of the Issuer has been
adjusted to give effect to three-for-two stock splits effected July 22, 1996,
November 22, 1996, and July 3, 1997.
ITEM 1. SECURITY AND ISSUER.
See page 1 of this Amendment No. 2.
ITEM 2. IDENTITY AND BACKGROUND.
(a) See Items No. 1 on pages 2 and 3 of this Amendment No. 2. Of the
13,303,798 shares of Common Stock as to which Mr. Levine is
indicated as having sole voting and dispositive power, 13,303,698
shares are held of record by Levine Investments Limited
Partnership ("Levine Investments"), Mr. Levine's family limited
partnership, 1702 E. Highland, Suite 310, Phoenix, Arizona 85016.
The shares of Common Stock as to which Mr. Levine is indicated as
having shared voting power consist of 3,568,536 shares of Common
Stock owned by M-K Link Investments Limited Partnership ("M-K
Link") over which Levine Investments shares voting control with
Arte R. Moreno and over which Messrs. Levine and Moreno have
certain rights of first refusal with respect to certain private
sales and 91,000 owned by the William S. and Ina Levine Foundation
(the "Levine Family Foundation"), a charitable organization.
Mr. Levine is the general partner of Levine Investments. Mr.
Levine disclaims beneficial ownership of the option and the shares
of Common Stock beneficially owned by Levine Investments, except
to the extent of his partnership interest. Mr. Levine is President
and a member of the Board of Directors of the Levine Family
Foundation and, by virtue of such position, may be deemed to share
voting and dispositive power over the shares held by it. Mr.
Levine disclaims beneficial ownership of the shares held by the
Levine Family Foundation.
(b) 1702 E. Highland, Suite 310
Phoenix, Arizona 85016
(c) Mr. Levine is Chairman of the Board of the Issuer.
(d) Neither Mr. Levine nor Levine Investments have, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither Mr. Levine nor Levine Investments have been, during the
last five years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which
proceeding either of them has been or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
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SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 5 of 8 Pages
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(f) Mr. Levine is a citizen of the United States. Levine Investments
is formed under the laws of the State of Arizona.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
See Items 4 on pages 2 and 3 of this Amendment No. 2. The source of
funds for the acquisition of 100 shares by Mr. Levine (see item 5 below)
was personal funds. Levine Investments acquired 452,260 of its shares of
Common Stock upon the exercise of an option to purchase shares from M-K
Link (see Item 5 below) for an aggregate purchase price of $141,440. The
source of such funds was internally available funds. Levine Investments
acquired the balance of its shares by a contribution from Mr. Levine.
ITEM 4. PURPOSE OF TRANSACTION.
Both Mr. Levine and Levine Investments hold all securities held by them
beneficially and of record for investment purposes. Mr. Levine and/or
Levine Investments may acquire additional shares of Common Stock in the
future for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Items 11 and 13 on pages 2 and 3 of this Amendment No. 2. Mr.
Levine disclaims beneficial ownership of the shares of Common
Stock of the Issuer beneficially owned by Levine Investments
except to the extent of his partnership interest and disclaims
beneficial ownership of the shares held by M-K Link.
Mr. Levine disclaims beneficial ownership of the shares held by
the Levine Family Foundation.
(b) See Items 7 through 10 on pages 2 and 3 of this Amendment No. 2.
Item 8 includes 3,568,536 shares owned by M-K Link that are
subject to the Stockholders' Agreement referred to in Item 6 below
and 91,000 shares held by the Levine Family Foundation.
(c) Between the date of the filing of Amendment No. 1 and December 3,
1997:
(i) On September 2, 1997, Mr. Levine purchased 100 shares of
Common Stock in the open market at a purchase price of
$26.44 per share.
(ii) On December 3, 1997, Levine Investments exercised an option
to purchase 452,260 shares of Common Stock from M-K Link
for an aggregate purchase price of $141,440.
<PAGE> 6
SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 6 of 8 Pages
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(iii) M-K Link transferred to parties other than Mr. Levine and
Levine Investments an aggregate of 3,245,127 shares of
Common Stock held by it and with respect to which Mr.
Levine and Levine Investments had shared voting power with
Mr. Moreno (see Item 6) and, therefore, had been deemed to
be beneficially owned by each of them prior to the
disposition thereof. Such shares included 2,990,127 shares
of Common Stock transferred by M-K Link to Mr. Moreno upon
the exercise of an option held by Mr. Moreno.
(iv) The Levine Family Foundation disposed of 25,000 shares of
Common Stock in the open market.
(d) The Stockholders' Agreement referred to in Item 6 was entered into
on April 15, 1996.
(e) Mr. Levine shares with Arte R. Moreno, the President and Chief
Executive Officer and a director and stockholder of the Issuer,
the right to vote the 3,568,536 shares owned by M-K Link that are
subject to the Stockholders' Agreement referenced in Item 6 below.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mr. Levine is a party to a Stockholders' Agreement (the "Stockholders'
Agreement") dated as of April 15, 1996 among M-K Link, Mr. Levine and
Arte R. Moreno, the President, Chief Executive Officer and a director and
stockholder of the Issuer. Pursuant to the Stockholders' Agreement, M-K
Link is prohibited from transferring any shares of Common Stock held by
it, except for specifically permitted transfers among the family members
of Stephen J. Haberkorn, pledges in connection with bona fide loans,
transfers pursuant to public offerings, transactions permitted by Rule
144 (provided that no takeover proposal, as defined in the Stockholders'
Agreement, is pending), and certain other transactions approved by the
Issuer. The Stockholders' Agreement also grants Messrs. Levine and Moreno
a right of first refusal with respect to any shares of Common Stock that
M-K Link proposes to transfer in any transfer other than that
specifically permitted by the Stockholders' Agreement. Finally, the
Stockholders' Agreement grants to Mr. Levine and Mr. Moreno joint and
several rights to exercise all voting rights with respect to shares of
Common Stock owned by M-K Link in elections of directors, voting for
approval or disapproval of mergers, consolidations or other proposals
related to acquisitions by the Issuer, or any other matters submitted to
stockholders of the Issuer for a vote. The Stockholders' Agreement
remains in full force and effect for so long as each of Messrs. Levine
and Moreno holds office as a director or officer of the Issuer or holds
employment or consulting positions with the Issuer, or until M-K Link no
longer holds shares of Common Stock of the Issuer. Levine Investments is
an express third-party beneficiary of the Stockholders' Agreement.
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SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 7 of 8 Pages
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Stockholders' Agreement dated as of April 15, 1996 by and between
M-K Link Investments Limited Partnership, Arte R. Moreno and
William S. Levine. (Incorporated by reference to the Issuer's
Registration Statement on Form S-1, File No. 333-1582, as filed
with the Commission on February 22, 1996.)
2. Joint Filing Agreement dated as of August 26, 1997 by and between
William S. Levine and Levine Investments Limited Partnership.
(Filed as Exhibit No. 3 to Amendment No. 1 to Schedule 13D as
filed with the Commission on August 28, 1997.)
<PAGE> 8
SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 8 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 16, 1997
/s/ William S. Levine
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William S. Levine
LEVINE INVESTMENTS LIMITED PARTNERSHIP
By: /s/ William S. Levine
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William S. Levine
General Partner
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EXHIBIT INDEX
Exhibit No. Description
1. Stockholders' Agreement dated as of April 15, 1996 by and
between M-K Link Investments Limited Partnership, Arte R.
Moreno and William S. Levine. (Incorporated by reference to
the Issuer's Registration Statement on Form S-1, File No.
333-1582, as filed with the Commission on February 22, 1996.)
2. Joint Filing Agreement dated as of August 26, 1997 by and
between William S. Levine and Levine Investments Limited
Partnership. (Filed as Exhibit No. 3 to Amendment No. 1 to
Schedule 13D as filed with the Commission on August 28, 1997.)
