<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 filled 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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CUSIP No. 690057-10-4 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arte R. Moreno
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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 11,002,009*
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------
8 SHARED VOTING POWER
8,890,099*
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
11,002,009*
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,524,176*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,901,981*
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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)
19.4%
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14 TYPE OF REPORTING PERSON
IN
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* As adjusted for the three-for-two stock split effected July 22, 1996,
November 22, 1996 and July 3, 1997.
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CUSIP No. 690057-10-4 Page 3 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRN Properties 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 1,831,674*
OWNED BY
EACH
REPORTING
PERSON
WITH
-------------------------------------------------
8 SHARED VOTING POWER
7,365,923*
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,831,674*
-------------------------------------------------
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 split effected July 22, 1996,
November 22, 1996 and July 3, 1997.
<PAGE> 4
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CUSIP No. 690057-10-4 Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carole D. Moreno
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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
N/A
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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
1,524,176*
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,524,176*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,524,176*
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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)
1.9%
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14 TYPE OF REPORTING PERSON
IN
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* As adjusted for the three-for-two stock split effected July 22, 1996,
November 22, 1996 and July 3, 1997.
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CUSIP No. 690057-10-4 Page 5 of 9 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 ("Common
Stock"), 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, 3 and 4 of this Amendment No. 1.
Of the 11,002,009 shares of Common Stock as to which Mr.
Moreno has sole voting and dispositive power, (i) 1,831,674
shares are held of record by BRN Properties Limited
Partnership ("BRN"), Mr. Moreno's family limited partnership,
2502 N. Black Canyon Hwy., Phoenix, Arizona 85009, (ii)
2,990,127 shares may be acquired upon the exercise of an
option to purchase shares held by M-K Link Investments Limited
Partnership ("M-K Link") (see Item 5), and (iii) 6,180,208
shares may be purchased by Mr. Moreno pursuant to options
granted by the Issuer which are currently exercisable or
become exercisable within 60 days of the date hereof.
Mr. Moreno is the general partner of BRN. Mr. Moreno disclaims
beneficial ownership of the shares of Common Stock of the
Issuer held by BRN except to the extent of his partnership
interest.
Of the 8,890,099 shares of Common Stock as to which Mr. Moreno
has shared voting power, 7,365,923 shares are held by M-K Link
and 1,524,176 are held by Mr. Moreno and his wife as joint
tenants. Mr. Moreno shares voting control with William S.
Levine with respect to the shares held by M-K Link. Of the
7,365,923 shares held by M-K Link, 2,990,127 shares may be
acquired by Mr. Moreno upon exercise of an option (see Item
5). Mr. Moreno disclaims beneficial ownership of the shares
owned by M-K Link except to the extent of the shares subject
to the options granted to Mr. Moreno.
(b) 1702 E. Highland Suite 310
Phoenix, Arizona 85009
(c) Mr. Moreno is President and Chief Executive Officer and a
member of the Board of Directors of Outdoor Systems, Inc.
(d) None of Mr. Moreno, Mrs. Moreno or BRN has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of Moreno, Mrs. Moreno or BRN has 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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CUSIP No. 690057-10-4 Page 6 of 9 Pages
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(f) Both Mr. Moreno and Mrs. Moreno are citizens of the United
States. BRN is organized under the laws of the State of
Arizona.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
See Item 4 on pages 2, 3 and 4 of this Amendment No. 1. BRN acquired
the shares of Common Stock held by it by a contribution from Mr.
Moreno. Mrs. Moreno became beneficial owner of the shares of Common
Stock held by her as a result of the transfer by Mr. Moreno from
himself as sole holder to himself and Mrs. Moreno as joint tenants. See
Item 5(c).
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Moreno, Mrs. Moreno and BRN hold all of the Company's securities
held by them beneficially and of record for investment purposes. Mr.
Moreno, Mrs. Moreno and/or BRN 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, 3 and 4 of this Amendment No.
1. Mr. Moreno disclaims beneficial ownership of the shares of
Common Stock of the Issuer beneficially owned by BRN except to
the extent of his partnership interest and disclaims
beneficial ownership of the shares held by M-K Link except to
the extent of the option to purchase 2,990,127 of such shares.
(b) See Items 7 through 10 on pages 2, 3 and 4 of this Amendment
No. 1.
Item 7 on page 2 includes (i) 1,831,674 shares of Common Stock
held of record by BRN, (ii) 2,990,127 shares subject to an
option granted by Stephen J. Haberkorn to Mr. Moreno, which
shares are currently held by M-K Link, and (iii) 6,180,208
shares of Common Stock subject to options granted by the
Issuer to Mr. Moreno, which are currently exercisable or
become exercisable within 60 days of the date hereof.
Item 8 on page 2 includes (i) 1,524,176 shares of Common Stock
held by Mr. Moreno and his wife, Carole D. Moreno, as joint
tenants, and (ii) 7,365,923 shares held by M-K Link that are
subject to the Stockholders' Agreement referenced in Item 6
below. Item 8 on page 3 includes the shares held by M-K Link
that are subject to the Stockholders' Agreement; BRN is an
express third party beneficiary of the Stockholders'
Agreement.
(c) (i) On August 22, 1996, BRN disposed of 1,125,000 shares
of Common Stock at a sale price of for $14.70 per
share, net of underwriting discounts and commissions,
in the Issuer's public offering of Common Stock
effected on such date.
(ii) On October 9, 1996, Mr. Moreno transferred 1,917,925
shares of Common Stock individually held by him to
him and his wife, Carole D. Moreno, as joint tenants.
(iii) On May 28, 1997, Mr. and Mrs. Moreno disposed of
393,750 shares of Common Stock which they held as
joint tenants for $19.40 per share, net of
underwriting discounts and commissions, in the
Issuer's public offering of Common Stock.
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CUSIP No. 690057-10-4 Page 7 of 9 Pages
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(iv) Between June 14, 1996 and July 20, 1997, M-K Link
disposed of an aggregate of 1,587,750 shares held
by it and with respect to which Mr. Moreno had
shared voting power with Mr. Levine (see Item 6)
and, therefore, had been deemed beneficially owned
by each of them prior to the disposition thereof.
(v) Since the date of the Schedule 13D, options to
purchase 257,357 shares of Common Stock were
granted to Mr. Moreno by the Issuer and/or became
exercisable.
(d) The Stockholders' Agreement referred to in Item 6 was entered
into on April 15, 1996.
(e) Mr. Moreno shares with William S. Levine, the Chairman of the
Board of Directors and a stockholder of the Issuer, the right
to vote the 7,365,923 shares held by M-K Link pursuant to the
Stockholders' Agreement referenced in Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
As of October 1, 1988, Stephen J. Haberkorn granted to Mr. Moreno an
option to purchase 2,990,127 shares of Common Stock of the Company at a
purchase price of $0.31 per share. The option is fully exercisable as
of the date hereof and has no expiration date. The shares of Common
Stock subject to such option are held by M-K Link.
Mr. Moreno is a party to a Stockholders' Agreement dated as of April
15, 1996 (the "Stockholders' Agreement") among M-K Link, Mr. Moreno and
William S. Levine. 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 of Common
Stock owned by M-K Link in elections of directors, or in connection
with approval or disapproval of mergers, consolidations or other
proposals related to acquisitions by the Issuer, or any other matters
submitted to stockholders 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. BRN is an express
third party beneficiary of the Stockholders' Agreement.
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CUSIP No. 690057-10-4 Page 8 of 9 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, 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. Joint Filing Agreement dated as of August 26, 1997 by and
between Arte R. Moreno, Carole D. Moreno and BRN Properties
Limited Partnership.
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CUSIP No. 690057-10-4 Page 9 of 9 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 26, 1997
/s/ ARTE R. MORENO
----------------------------------------
Arte R. Moreno
/s/ CAROLE D. MORENO
----------------------------------------
Carole D. Moreno
BRN PROPERTIES LIMITED PARTNERSHIP
By: /s/ ARTE R. MORENO
-------------------------------------
Arte R. Moreno
General Partner
<PAGE> 10
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. Joint Filing Agreement dated as of August 26, 1997 by and
between Arte R. Moreno, Carole D. Moreno and BRN Properties
Limited Partnership.
</TABLE>
<PAGE> 1
EXHIBIT 3
JOINT FILING AGREEMENT
Arte R. Moreno, BRN Properties Limited Partnership and Carole D. Moreno
agree that the Schedule 13D and Amendment No. 1 thereto, to which this Agreement
is attached, relating to the Common Stock of Outdoor Systems, Inc. is filed on
behalf of each of them.
Dated: August 26, 1997 /s/ ARTE R. MORENO
----------------------------------------
Arte R. Moreno
Dated: August 26, 1997 BRN PROPERTIES LIMITED PARTNERSHIP
By: /s/ ARTE R. MORENO
-------------------------------------
Name: Arte R. Moreno
Title: General Partner
Dated: August 26, 1997 /s/ CAROLE D. MORENO
----------------------------------------
Carole D. Moreno
