<PAGE> 1
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 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).
<PAGE> 2
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
Arte R. Moreno
- ----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- ----------------------------------------------------------------------------------------------
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) [ ]
- ----------------------------------------------------------------------------------------------
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
5,092,712*
-------------------------------------------------------------------------
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
16,094,721*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5%
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14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------
</TABLE>
* As adjusted for the three-for-two stock split 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>
- ----------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRN Properties Limited Partnership
- ----------------------------------------------------------------------------------------------
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
3,568,536*
-------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,831,674*
-------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,400,210*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.7%
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14 TYPE OF REPORTING PERSON
PN
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</TABLE>
* As adjusted for the three-for-two stock split 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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<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carole D. Moreno
- ----------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- ----------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------------------------------------
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.
- ----------------------------------------------------------------------------------------------
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*
- ----------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,524,176*
- ----------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- ----------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- ----------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ----------------------------------------------------------------------------------------------
</TABLE>
* As adjusted for the three-for-two stock split effected July 22, 1996,
November 22, 1996 and July 3, 1997.
<PAGE> 5
SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 5 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, 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, and (ii) 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 5,092,712 shares of Common Stock as to which Mr. Moreno has
shared voting power, 3,568,536 shares are held by M-K Link (see
Item 6) 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.
(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 the Issuer.
(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.
<PAGE> 6
SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 6 of 8 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. 2. Mr. Moreno
acquired 2,990,127 of the shares of Common Stock held by him upon the
exercise of an option to purchase shares from M-K Link (see Item 5 below)
for an aggregate purchase price of $935,136. Mr. Moreno paid such
exercise price from personal funds. 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.
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. 2.
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.
(b) See Items 7 through 10 on pages 2, 3 and 4 of this Amendment No.
2.
Item 7 on page 2 includes (i) 1,831,674 shares of Common Stock
held of record by BRN, and (ii) 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) 3,568,536 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) Between the date of the filing of Amendment No. 1 and December 3,
1997:
(i) On December 3, 1997, Mr. Moreno exercised an option to
purchase 2,990,127 shares of Common Stock from M-K Link for
an aggregate purchase price of $935,136.
(ii) M-K Link transferred to parties other than Mr. Moreno an
aggregate of 707,250 shares of Common Stock 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. Such shares included 452,260 shares
transferred by M-K Link to Levine Investments upon the
exercise by Levine Investments of an option to purchase
shares from M-K Link.
<PAGE> 7
SCHEDULE 13D
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CUSIP No. 690057-10-4 Page 7 of 8 Pages
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(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 3,568,536 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.
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.
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. Joint Filing Agreement dated as of August 26, 1997 by and
between Arte R. Moreno, Carole D. Moreno and BRN Properties
Limited Partnership. (Filed as Exhibit 3 to Amendment No. 1
to Schedule 13D 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 15, 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> 9
EXHIBIT INDEX
Exhibit No. Description
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. Joint Filing Agreement dated as of August 26, 1997 by and
between Arte R. Moreno, Carole D. Moreno and BRN Properties
Limited Partnership. (Filed as Exhibit 3 to Amendment No. 1 to
Schedule 13D filed with the Commission on August 28, 1997.)
