<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
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)
July 20, 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 [ ].
Check the following box if a fee is being paid with the statement. [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
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 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen J. Haberkorn
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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 -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------
8 SHARED VOTING POWER
-0-
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
7,365,923*
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,365,923*
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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)
9.1%
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14 TYPE OF REPORTING PERSON
IN
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* 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 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M-K Link 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 -0-
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------
8 SHARED VOTING POWER
-0-
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
7,365,923*
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,365,923*
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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)
9.1%
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14 TYPE OF REPORTING PERSON
PN
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* 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 7 Pages
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This Amendment No. 1 ("Amendment No. 1") to the Statement on Schedule 13D
("Schedule 13D") previously filed by the undersigned with the Securities and
Exchange Commission with respect to the Common Stock, $.01 par value, of Outdoor
Systems, Inc. (the "Issuer") amends and restates the Schedule 13D 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 1.
ITEM 2. IDENTITY AND BACKGROUND.
(a) See Items No. 1 on pages 2 and 3 of this Amendment No. 1. All
of the 7,365,923 shares of Common Stock as to which Mr.
Haberkorn is indicated as having sole dispositive power are
beneficially owned by M-K Link Investments Limited Partnership
("M-K Link"), 1702 E. Highland, Suite 310, Phoenix, Arizona
85016, Mr. Haberkorn's family limited partnership. Mr.
Haberkorn is the general partner of M-K Link. Mr. Haberkorn
disclaims beneficial ownership of the shares of Common Stock
held by M-K Link except to the extent of his general
partnership interest. In addition, 2,990,127 shares are
subject to an option granted to Arte R. Moreno and 452,260
shares are subject to an option granted to William S. Levine
as discussed in Item 6 below. Mr. Haberkorn and M-K Link
disclaim beneficial interest in these shares.
(b) 1702 E. Highland
Suite 310
Phoenix, Arizona 85016
(c) Private investor.
(d) Neither Mr. Haberkorn nor M-K Link have, during the last five
years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Neither Mr. Haberkorn nor M-K Link 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 have 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.
(f) Mr. Haberkorn is a citizen of the United States. M-K Link is
organized 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. 1. M-K Link
acquired the Common Stock indicated as being held by it by contribution
from Mr. Haberkorn.
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SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 5 of 7 Pages
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ITEM 4. PURPOSE OF TRANSACTION.
Mr. Haberkorn and M-K Link hold all securities held by them beneficially
and of record for investment purposes. Mr. Haberkorn and/or M-K Link
may acquire additional shares of Common Stock in the future for personal
investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Items 11 and 13 on pages 2 and 3 of this Amendment No. 1.
Mr. Haberkorn disclaims beneficial ownership of the 7,365,923
shares of Common Stock held by M-K Link except to the extent
of his general partnership interest. In addition, 2,990,127 of
such shares are subject to an option granted to Arte R. Moreno
and 452,260 shares are subject to an option granted to William
S. Levine as discussed in Item 6 below. Mr. Haberkorn and M-K
Link disclaim beneficial interest in these shares.
(b) See Items 7 through 10 on pages 2 and 3 of this Amendment No.
1 and (a) above.
(c) (i) On June 14, 1996, M-K Link disposed of 67,500 shares
of Common Stock by gift.
(ii) On July 15, 1996, M-K Link disposed of 67,500 shares
of Common Stock by gift.
(iii) On July 25, 1996, M-K Link transferred 101,250 shares
of Common Stock to an exchange fund in exchange for
an interest in such fund.
(iv) On August 22, 1996, M-K Link disposed of 450,000
shares of Common Stock for $14.70 per share, net of
underwriting discounts and commissions, in the
Issuer's public offering of Common Stock.
(v) On May 21, 1997, M-K Link contributed 120,000 shares
of Common Stock to M-K Link Foundation, a charitable
organization. M-K Link Foundation subsequently
disposed of such shares in the open market.
(vi) On May 28, 1997, M-K Link disposed of 450,000 shares
of Common Stock for $19.40 per share, net of
underwriting discounts and commissions, in the
Issuer's public offering of Common Stock.
(vii) On June 2, 1997, M-K Link disposed of 300,000 shares
of Common Stock for $19.40 per share, net of
underwriting discounts and commissions, following the
exercise of the underwriters' over-allotment option
in connection with the Issuer's public offering
effected in May 1997.
(viii) On June 20, 1997, M-K Link disposed 31,500 shares of
Common Stock by gifts.
(d) Pursuant to the Stockholders' Agreement referenced in Item 6
below, Arte R. Moreno and William S. Levine, each of whom is
an officer, director and stockholder of the Issuer, share the
right to exercise all voting power with respect to the
7,365,923 shares owned by M-K Link.
<PAGE> 6
SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 6 of 7 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As of October 1, 1988, Mr. Haberkorn granted to Arte R. Moreno an
option to purchase 2,990,127 shares of Common Stock of the Company at a
purchase price of $0.31 per share, and granted to Williams S. Levine an
option to purchase 452,260 shares of Common Stock of the Company at a
purchase price of $0.31 per share. The options are fully exercisable
and have no expiration date. The shares of Common Stock of the Issuer
subject to these options are now held by M-K Link.
Pursuant to a Stockholders' Agreement dated as of April 15, 1996 among
M-K Link, Arte R. Moreno and William S. Levine, each an officer,
director and stockholder of the Issuer, 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 Mr.
Haberkorn, pledges in connection with bona fide loans, transfers
pursuant to public offerings, and 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 of Common Stock owned
by M-K Link in elections of directors, 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 Messrs. Levine or Moreno hold office as a
director or officer of the Issuer or hold employment or consulting
positions with the Issuer, or until M-K Link no longer holds shares of
Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stockholders' Agreement dated as of April 15, 1996 by and
between M-K Link, 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. Option to Purchase Stock entered into as of October 1, 1988,
by and between Stephen J. Haberkorn and Arte R. Moreno. (Filed
as Exhibit No. 2 to the Schedule 13D.)
3. Option to Purchase Stock entered into as of October 1, 1988,
by and between Stephen J. Haberkorn and William S. Levine.
(Filed as Exhibit No. 3 to the Schedule 13D.)
4. Joint Filing Agreement dated as of August 12, 1997 by and
between Stephen J. Haberkorn and M-K Link Investments Limited
Partnership.
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SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 7 of 7 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: August 12, 1997
/s/ STEPHEN J. HABERKORN
----------------------------------------
Stephen J. Haberkorn
M-K LINK INVESTMENTS LIMITED PARTNERSHIP
By: /s/ STEPHEN J. HABERKORN
-------------------------------------
Stephen J. Haberkorn
General Partner
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
1. Stockholders' Agreement dated as of April 15, 1996 by and
between M-K Link, 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. Option to Purchase Stock entered into as of October 1, 1988,
by and between Stephen J. Haberkorn and Arte R. Moreno. (Filed
as Exhibit No. 2 to the Schedule 13D.)
3. Option to Purchase Stock entered into as of October 1, 1988,
by and between Stephen J. Haberkorn and William S. Levine.
(Filed as Exhibit No. 3 to the Schedule 13D.)
4. Joint Filing Agreement dated as of August 12, 1997 by and
between Stephen J. Haberkorn and M-K Link Investments Limited
Partnership.
</TABLE>
<PAGE> 1
EXHIBIT 4
JOINT FILING AGREEMENT
Stephen J. Haberkorn and M-K Link Investment Limited Partnership
agree that the Schedule 13D and Amendment No. 1, to which this
Agreement is attached, relating to the Common Stock of Outdoor Systems,
Inc. is filed on behalf of each of them.
/s/ STEPHEN J. HABERKORN
----------------------------------------
Stephen J. Haberkorn
Dated: August 12, 1997
M-K LINK INVESTMENT LIMITED
PARTNERSHIP
Dated: August 12, 1997 By: /s/ STEPHEN J. HABERKORN
-------------------------------------
Stephen J. Haberkorn
General Partner
