<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended: December 31, 1997.
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the transition period from ________ to ____________
Commission file number: 001-13275
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
OUTDOOR SYSTEMS, INC. 401(K) PLAN
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
OUTDOOR SYSTEMS, INC.
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
<PAGE> 2
Financial Statements and Exhibits
(a) Financial Statements
The Outdoor Systems, Inc. 401(k) Plan (the "Plan") became effective as of
January 1, 1987. Filed as a part of this report on Form 11-K are the audited
financial statements of the Plan as of and for the year ended December 31, 1997.
(b) Exhibit
(23) Consent of Independent Auditors
2
<PAGE> 3
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
thereunto duly authorized.
OUTDOOR SYSTEMS, INC. 401(k) PLAN
By: Outdoor Systems, Inc., Plan Administrator
By: /s/ William S. Levine
-----------------------------
William S. Levine
Chairman of the Board
Dated: June 30, 1998
3
<PAGE> 4
OUTDOOR SYSTEMS, INC.
401(k) PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
PAGE
INDEPENDENT AUDITORS' REPORT F-1 - F-2
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1997 AND 1996:
Statements of Net Assets Available for Benefits F-3
Statements of Changes in Net Assets Available for Benefits F-4
Notes to Financial Statements F-5 - F-12
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 1997:
Item 27a - Assets Held for Investment Purposes F-13 - F-15
Item 27d - Reportable Transactions F-16
Item 27e - Schedule of Non-Exempt Transactions F-17
<PAGE> 5
INDEPENDENT AUDITORS' REPORT
Board of Trustees
Outdoor Systems, Inc. 401(k) Plan
Phoenix, Arizona
We have audited the accompanying statements of net assets available for benefits
of Outdoor Systems, Inc. 401(k) Plan (the "Plan") as of December 31, 1997 and
1996, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
As discussed in Notes 2 and 4 to the financial statements, the 1997 and 1996
financial statements include investments valued at $736,874 (6 percent of net
assets) and $661,651 (9 percent of net assets), respectively, whose values have
been estimated by the Board of Trustees in the absence of readily ascertainable
market values. We have examined the procedures used by the Board of Trustees in
arriving at its estimate of the value of such investments and have inspected
underlying documentation, and in the circumstances, we believe that such
procedures are reasonable and the documentation appropriate. However, because of
the inherent uncertainty of valuation, those estimated values may differ
significantly from the values that would have been used had a ready market for
the investments existed, and the differences could be material.
F-1
<PAGE> 6
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
on pages F-13 through F-17 are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. Such supplemental schedules have been subjected to the
auditing procedures applied in our audit of the basic 1997 financial statements
and, in our opinion, are fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain Plan
assets held by the Plan Custodian. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
June 24, 1998
F-2
<PAGE> 7
OUTDOOR SYSTEMS, INC.
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1997 1996
<S> <C> <C>
INVESTMENTS AT FAIR VALUE:
Shares of registered investment companies:
The Dreyfus A Bonds Plus Fund $ 513,884 $ 250,386
The Fidelity Advisor Growth Opportunities Fund 1,332,387 573,468
The Fidelity Advisor High Yield A Fund 716,089 363,204
The Fidelity Asset Manager Fund 10,554 2,399,434
The Neuberger & Berman Partners Trust Fund 989,571 299,198
The Twentieth Century Ultra Investors Fund 1,405,069 631,042
The Templeton Foreign Fund 1,464,238 682,835
The Fixed Account Fund 574,453 188,278
The Warburg Pincus Emerging Growth Fund 1,367,693 549,563
The Neuberger & Berman Guardian Trust Fund 1,103,125 419,626
The Nationwide Money Market Fund 736,297 213,315
Common stock:
The Outdoor Systems Common Stock Fund 178,817
Deeds of trust 736,874 661,651
Participant notes receivable 510,401 304,030
----------- ----------
Total investments at fair value 11,639,452 7,536,030
CONTRIBUTIONS RECEIVABLE:
Employer 285,224 75,680
Participant 37,891
----------- ----------
Total contributions receivable 323,115 75,680
----------- ----------
Total assets 11,962,567 7,611,710
LIABILITIES - Excess contributions payable (31,660)
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $11,962,567 $7,580,050
=========== ==========
</TABLE>
See notes to financial statements.
F-3
<PAGE> 8
OUTDOOR SYSTEMS, INC.
401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
ADDITIONS:
Investment income:
Net appreciation in fair value of investments $ 1,101,248 $ 614,390
Interest 124,092 105,314
Dividends 19,609
----------- ----------
Total investment income 1,225,340 739,313
----------- ----------
Contributions:
Participant 2,132,491 536,655
Employer 285,224 75,680
----------- ----------
Total contributions 2,417,715 612,335
Transfer of assets 1,406,080 4,043,568
----------- ----------
Total additions 5,049,135 5,395,216
----------- ----------
DEDUCTIONS:
Benefits paid to participants 666,618 422,061
Administrative expenses 35,514
----------- ----------
Total deductions 666,618 457,575
----------- ----------
NET INCREASE 4,382,517 4,937,641
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 7,580,050 2,642,409
----------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $11,962,567 $7,580,050
=========== ==========
</TABLE>
See notes to financial statements.
F-4
<PAGE> 9
OUTDOOR SYSTEMS, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997 AND 1996
- --------------------------------------------------------------------------------
1. SUMMARY OF THE PLAN
The following summary of the Outdoor Systems, Inc. 401(k) Plan (the
"Plan") provides only general information. Participants should refer to
the Plan document for a more complete description of the Plan's
provisions.
a. General and Transfer of Assets - The Plan, established on January 1,
1987, is a defined contribution plan of Outdoor Systems, Inc. (the
"Company" or the "Employer"). It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). In
November 1996, the account balances of those participants employed
by the outdoor advertising division of Gannett Co., Inc. ("Gannett
Outdoor") were transferred to the Plan in connection with the
acquisition of Gannett Outdoor by the Company. Additionally, in
August 1997, account balances of those participants employed by the
outdoor advertising division of Minnesota Mining and Manufacturing
Company ("3M") were transferred to the Plan in connection with the
acquisition of 3M by the Company.
b. Contributions - Plan contributions consist of three components: (1)
employee deferral contributions based on a participant's monthly
pretax compensation up to an annual before-tax dollar limitation,
(2) discretionary Employer contributions, as determined annually by
the Employer's Board of Directors, and (3) rollover contributions
representing qualifying lump-sum distributions received by a
participant from a plan sponsored by another employer. Forfeitures
representing the value of nonvested benefits of terminated
participants are reallocated to active participants of the Plan and
serve to reduce Employer contributions to the Plan in the year in
which employment terminates.
c. Eligibility and Vesting - The Plan is available to all eligible
employees of the Company. Employees are eligible for participation
in the Plan on the January 1 or July 1 after one year of qualifying
service (as defined in the Plan). Participants are immediately 100
percent vested in their voluntary contributions and rollover
contributions plus actual earnings thereon. Vesting of Employer
contributions plus actual earnings thereon is based on years of
service. Such vesting commences upon date of hire (as defined in the
Plan), with 100 percent vesting being attained after two years of
service.
d. Participant Benefits and Distribution - The Employer contribution
and net investment income are allocated proportionally to individual
participant accounts in accordance with the provisions of the Plan.
Benefits provided by the Plan are paid from the net assets available
for benefits. Participants separated from the Plan due to service
retirement, total and permanent disability or death are
automatically fully vested in their Employer contributions and will
receive their benefits including their voluntary contributions and
rollover contributions in equal annual installments or a lump sum
payment. Participants separated from the Plan due to termination
receive a lump sum payment including the full value of their
voluntary contributions and rollover contributions and the vested
portion of their Employer contributions.
F-5
<PAGE> 10
e. Participant Loans - Participants may borrow from the Plan subject to
a maximum loan balance of the lesser of: (1) 50 percent of their
vested account balances or $10,000 if greater, or (2) $50,000
reduced by the excess of the highest outstanding loan balance during
the preceding 12-month period over the outstanding balance of loans
from the Plan to the participant on the date of the loan. All loans
must be repaid with interest within five years (however, loans used
to acquire a principal residence of the participant shall provide
for periodic repayment over a reasonable period of time that may
exceed five years). Interest rates for loans are as determined
periodically by the Plan trustee.
f. Participant Accounts - For each participant, various accounts are
maintained to record participant contributions, Employer
contributions and rollover deposits transferred to the Plan. The
benefit to which a participant is entitled is the total benefit
which can be provided from the combined amount of these participant
accounts.
g. Priorities Upon Termination of the Plan - Although the Employer has
not expressed any intent to do so, the Employer has the right to
terminate the Plan subject to the provisions of ERISA. In the event
that such termination occurs, all the Employer contributions would
become fully vested.
2. SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies used in the
preparation of the accompanying financial statements.
a. Investments - Plan investments are valued at fair value with the
exception of the deeds of trust and Fixed Account Fund. Except for
the Fixed Account Fund, the investments with Nationwide Insurance
Company ("Nationwide") represent pooled separate accounts which are
governed under a variable return contract consisting of numerous
mutual fund options with a range of investments objectives. Each
participant in the Plan is assigned a number of units based on the
dollar amount invested by the participant and the daily unit value
of the selected investment funds. A daily unit value is calculated
for each Nationwide Investment fund based on the net asset value of
the underlying mutual fund and declared dividends and capital gains
distributions for the day.
The Fixed Account Fund is a guaranteed return contract that provides
an annual interest guarantee. The average yield and crediting
interest rate was 5.75 percent for 1997 and 1996, and Nationwide has
guaranteed 5.30 percent for 1998. The Fixed Account Fund is valued
at contract value, which approximates fair value at December 31,
1997.
The deeds of trust have no secondary market and therefore, are
stated at their cost which management believes represents a
reasonable estimate of their fair market value.
The Plan offers participants the following funds, as described in
the individual fund's prospectus (except for the deeds of trust), to
invest pre-tax and rollover deposits:
1) THE DREYFUS A BONDS PLUS FUND - This fund primarily invests in
corporate bonds and notes and short-term securities.
2) THE FIDELITY ADVISOR GROWTH OPPORTUNITIES FUND - This fund
primarily invests in growth, cyclical and value stocks, and
securities convertible to common stocks. The fund may also
invest in other securities, such as preferred stocks and
bonds.
F-6
<PAGE> 11
3) THE FIDELITY ADVISOR HIGH YIELD A FUND - This fund primarily
invests in high-yielding, fixed income and zero coupon
securities, such as bonds, debentures and notes, convertible
securities and preferred stock.
4) THE FIDELITY ASSET MANAGER FUND - This fund primarily invests
in stocks, bonds and short-term instruments.
5) THE NEUBERGER & BERMAN PARTNERS TRUST FUND - This fund
primarily invests in common stocks, bonds, and debentures
believed to have potential for appreciation in value.
6) THE TWENTIETH CENTURY ULTRA INVESTORS FUND - This fund invests
primarily in domestic common stocks considered by management
to have better-than-average prospects for appreciation.
7) THE TEMPLETON FOREIGN FUND - This fund primarily invests in
stock and debt obligations of companies and governments
outside the United States.
8) THE FIXED ACCOUNT FUND - This fund represents investments in a
guaranteed return contract that provides an annual interest
guarantee.
9) THE WARBURG PINCUS EMERGING GROWTH FUND - This fund primarily
invests in equity securities of small-to-medium sized
companies in the United States.
10) THE NEUBERGER & BERMAN GUARDIAN TRUST FUND - This fund
primarily invests in stocks of established companies believed
to be undervalued in comparison to stocks of similar
companies.
11) THE NATIONWIDE MONEY MARKET FUND - This fund primarily invests
in commercial paper and U.S. Government obligations.
12) THE OUTDOOR SYSTEMS COMMON STOCK FUND - This fund invests in
the common stock of Outdoor Systems, Inc.
13) DEEDS OF TRUST - These investments are in first deeds of
trust. All deeds of trust are held in conjunction with related
parties (Note 4). Effective January 1, 1995, this investment
is no longer open to participant contributions; however, all
income earned on this investment will continue to be
reinvested in the fund.
b. Contributions - Employer contributions are accrued annually based
upon the amount approved by the Board of Directors of the Company.
c. Income and Expenses - Investment income includes interest and
dividend income earned on the deeds of trust, investment funds, cash
accounts, and participant loans. The Company provides legal,
accounting, office space and clerical services to the Plan without
charge.
d. Payment of Benefits - Benefits are recorded when paid.
e. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles necessarily
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting
period. Actual results could differ from those estimates.
F-7
<PAGE> 12
f. Certain reclassifications were made to the 1996 financial statements
to conform to the 1997 presentation.
3. FUND INFORMATION
Investment income, contributions, transfer of assets from the Gannett
Outdoor 401(k) and 3M plans and benefits paid to participants by
fund for the years ended December 31 are as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Investment income:
The Dreyfus A Bonds Plus Fund $ 35,023 $ 9,472
The Fidelity Advisor Growth Opportunities Fund 220,321 24,168
The Fidelity Advisor High Yield A Fund 73,939 19,566
The Fidelity Asset Manager Fund 66,866 120,758
Neuberger & Berman Partners Trust Fund 150,936 17,447
The Twentieth Century Ultra Investors Fund 162,733 8,219
The Templeton Foreign Fund 41,821 55,572
The Fixed Account Fund 21,717 8,922
The Warburg Pincus Emerging Growth Fund 181,867 31,336
The Neuberger & Berman Guardian Trust Fund 93,461 17,433
The Nationwide Money Market Fund 9,900 49,678
The Outdoor Systems Common Stock Fund 64,380
The One Group Limited Volatility Bond Fund 1,090
The One Group Intermediate Bond Fund 1,637
The One Group Institutional U.S. Government
Money Market Fund 683
The Target Large Capital Growth Fund 99,505
The Target Large Capital Value Fund 49,900
The Target Small Capital Growth Fund 29,453
The Target Small Capital Value Fund 20,219
The Target International Equity Fund 34,548
The Target International Bond Fund 11,054
The Target Total Return Bond Fund 6,582
The Target Intermediate Term Bond Fund 10,814
The Target Mortgage Backed Securities Fund 7,767
The Target U.S. Government Money Market Fund 1,583
Deeds of trust 75,223 87,421
Participant notes 27,153 14,486
---------- ---------
Total investment income $1,225,340 $ 739,313
========== =========
</TABLE>
F-8
<PAGE> 13
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Contributions:
The Dreyfus A Bonds Plus Fund $ 150,571 $ 6,145
The Fidelity Advisor Growth Opportunities Fund 289,614 13,310
The Fidelity Advisor High Yield A Fund 165,015 8,320
The Fidelity Asset Manager Fund 2,398 85
The Neuberger & Berman Partners Trust Fund 210,008 10,500
The Twentieth Century Ultra Investors Fund 332,891 13,736
The Templeton Foreign Fund 369,747 18,970
The Fixed Account Fund 127,302 4,170
The Warburg Pincus Emerging Growth Fund 348,988 17,533
The Neuberger & Berman Guardian Trust Fund 277,704 14,629
The Nationwide Money Market Fund 4,276
The Outdoor Systems Common Stock Fund 139,201
The Target Large Capital Growth Fund 93,153
The Target Large Capital Value Fund 77,497
The Target Small Capital Growth Fund 56,905
The Target Small Capital Value Fund 40,713
The Target International Equity Fund 104,940
The Target International Bond Fund 30,919
The Target Total Return Bond Fund 21,182
The Target Intermediate Term Bond Fund 40,056
The Target Mortgage Backed Securities Fund 30,443
The Target U.S. Government Money Market Fund 9,129
----------- ---------
Total contributions $ 2,417,715 $ 612,335
=========== =========
</TABLE>
Transfer of assets from Gannett Outdoor 401(k) and 3M plans for the
year ended December 31 were as follows:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
The Dreyfus A Bonds Plus Fund $ 20,864 $ 243,642
The Fidelity Advisor Growth Opportunities Fund 87,468 545,894
The Fidelity Advisor High Yield A Fund 6,174 343,817
The Fidelity Asset Manager Fund 86,238
The Neuberger & Berman Partners Trust Fund 106,635 279,056
The Twentieth Century Ultra Investors Fund 112,041 623,405
The Templeton Foreign Fund 46,421 627,305
The Fixed Account Fund 162,389 178,819
The Warburg Pincus Emerging Growth Fund (3,121) 516,352
The Neuberger & Berman Guardian Trust Fund 72,820 403,746
The Nationwide Money Market Fund 595,033 165,278
Participant notes receivable 113,118 116,254
----------- -----------
Total transfer of assets $ 1,406,080 $ 4,043,568
=========== ===========
</TABLE>
F-9
<PAGE> 14
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Benefits paid to participants:
The Dreyfus A Bonds Plus Fund $ 38,438 $ 980
The Fidelity Advisor Growth Opportunities Fund 73,691
The Fidelity Advisor High Yield A Fund 35,486 990
The Twentieth Century Ultra Investors Fund 92,620 984
The Templeton Foreign Fund 71,594 495
The Warburg Pincus Emerging Growth Fund 93,851 973
The Neuberger & Berman Guardian Trust Fund 48,259 489
The Nationwide Money Market Fund 127,172 754
The Neuberger & Berman Partners Trust Fund 43,024
The Fixed Account Fund 14,891
The Outdoor Systems Common Stock Fund 1,192
The Target Large Capital Growth Fund 15,793
The Target Large Capital Value Fund 12,176
The Target Small Capital Growth Fund 9,665
The Target Small Capital Value Fund (2,148)
The Target International Equity Fund 18,497
The Target International Bond Fund 4,270
The Target Total Return Bond Fund 9,726
The Target Intermediate Term Bond Fund 6,929
The Target Mortgage Backed Securities Fund 2,878
The Target U.S. Government Money Market Fund 41,006
Deeds of trust 129,711
Participant notes 26,400 167,893
--------- ---------
Total benefits paid to participants $ 666,618 $ 422,061
========= =========
</TABLE>
4. INVESTMENTS
The Plan's investments in individual deeds of trust represent a percentage
of the entire applicable deed of trust, the remainder of which is held by
related plans with a common trustee. These investments are collateralized
by real property, the majority of which is located in Maricopa County,
Arizona. There is no unrealized appreciation/depreciation on deeds of
trust as management believes the cost of the investments represents a
reasonable estimate of their fair market values.
F-10
<PAGE> 15
The following table presents the fair value of investments at December 31:
<TABLE>
<CAPTION>
1997 1996
<S> <C> <C>
Investments at estimated fair value:
Deeds of trust $ 736,874 $ 661,651
Participant notes receivable 510,401 304,030
----------- -----------
Total investments at estimated fair value 1,247,275 965,681
----------- -----------
Investments at fair value as determined by quoted market price:
The Dreyfus A Bonds Plus Fund $ 513,884 $ 250,386
The Fidelity Advisor Growth Opportunities Fund 1,332,387 573,468
The Fidelity Advisor High Yield A Fund 716,089 363,204
The Fidelity Asset Manager Fund 10,554 2,399,434
The Neuberger & Berman Partners Trust Fund 989,571 299,198
The Twentieth Century Ultra Investors Fund 1,405,069 631,042
The Templeton Foreign Fund 1,464,238 682,835
The Fixed Account Fund 574,453 188,278
The Warburg Pincus Emerging Growth Fund 1,367,693 549,563
The Neuberger & Berman Guardian Trust Fund 1,103,125 419,626
The Nationwide Money Market Fund 736,297 213,315
The Outdoor Systems Common Stock Fund 178,817
----------- -----------
Total investments at fair value as determined by
quoted market price 10,392,177 6,570,349
----------- -----------
Total investments $11,639,452 $ 7,536,030
=========== ===========
</TABLE>
5. TAX STATUS OF THE PLAN
The Internal Revenue Service ("IRS") has determined and informed the
Employer by letter dated March 5, 1995, that the Plan and related trust
meet the requirements of Section 401(k) of the Internal Revenue Code
("IRC") and are exempt from federal income taxes under Section 501(a) of
the IRC. The Plan has been amended since receiving the determination
letter and the Plan Administrator believes that the Plan is designed and
is currently being operated in compliance with the applicable requirements
of the IRC.
6. RELATED PARTY TRANSACTIONS
Certain Plan investments are shares of funds managed by Nationwide.
Nationwide is a Custodian as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions. Other Plan
investments are held in deeds of trust which are held in conjunction with
related plans with a common trustee. These transactions also qualify as
party-in-interest transactions to the Plan. The transactions are permitted
under the instruments under which the Plan is maintained.
F-11
<PAGE> 16
At December 31, 1997, participant contributions receivable totaled $37,891
which related to participant elected deferrals from October to December
1997. Under the provisions of ERISA, these contributions were considered
to be Plan assets commingled with the assets of the Company. Such
commingling of Plan assets and Company assets is a prohibited transaction
and may result in an additional tax liability for the Company. In April
1998, the Company corrected this matter by making additional contributions
to the Plan representing the estimated earnings on the contributions
receivable during the time they were considered commingled. The Company
has instituted policies and procedures to ensure that all future
participant elected deferrals are contributed to the Plan in accordance
with ERISA.
* * * * * *
F-12
<PAGE> 17
OUTDOOR SYSTEMS, INC.
401(k) PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
- ---------------------------- ----------------------------------------------------------- ------------------- ----------------
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING
BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, CURRENT
OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
- ---------------------------- ----------------------------------------------------------- ------------------- ----------------
<S> <C> <C> <C>
Atlantic & Pacific Deed of Trust - dated July 28, 1997, 10.3% interest,
payable monthly, due July 31, 1999, collateralized by
real property $100,000 $ 100,000
Arcadia Deed of Trust - dated August 22, 1997, 14.5% interest,
payable monthly, due July 22, 2000, collateralized by
real property 74,745 74,745
Barron Deed of Trust - dated August 28, 1996, 12% interest and
principal, payable monthly, due August 28, 2006,
collateralized by real property 14,605 14,605
Clancy Deed of Trust - dated November 21, 1995, 12.7% interest
and principal, payable monthly, due November 21, 2002,
collateralized by real property 9,517 9,517
Davidson #1 Deed of Trust - dated May 24, 1994, 12% interest,
payable monthly, due May 24, 1998, collateralized by
real property 55,068 55,068
Davidson #3 Deed of Trust - dated June 1, 1995, 12% interest,
payable monthly, due June 1, 1997, collateralized by
real property 25,000 25,000
DuPont Deed of Trust - dated January 12, 1995, 13% interest,
payable monthly, due October 13, 1999, collateralized
by real property 24,759 24,759
Frenkel Deed of Trust - dated June 21, 1996, 11% interest,
payable monthly, due July 13, 2006, collateralized by
real property 97,530 97,530
Maule Finch Shaw Deed of Trust - dated February 28, 1997,
11.25% interest, payable monthly, due February 28,
1999, collateralized by real property 27,088 27,088
Morgan #646 Deed of Trust - dated May 31, 1995, 12.7% interest,
payable monthly, due June 1, 1997, collateralized by
real property 12,143 12,143
Nichols Deed of Trust - dated May 21, 1997, 12.5% interest,
payable monthly, due November 28, 1998, collateralized
by real property 20,000 20,000
SEC Baseline Deed of Trust - dated December 19, 1996, 12%
interest, payable monthly, due December 13, 1998,
collateralized by real property 50,000 50,000
(Continued)
</TABLE>
F-13
<PAGE> 18
OUTDOOR SYSTEMS, INC.
401(k) PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
- ---------------------- ----------------------------------------------------------- --------------- -----------------
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING
BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, CURRENT
OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
- ---------------------- ----------------------------------------------------------- --------------- -----------------
<S> <C> <C> <C>
Stephans #1 Deed of Trust - dated January 31, 1994, 16% interest,
payable monthly, due May 28, 1998, collateralized
by real property 6,973 6,973
Stiteler Deed of Trust - dated February 14, 1996, 12% interest,
payable monthly, due August 25, 1998, collateralized
by real property 17,626 17,626
Superstition Shadows Deed of Trust - dated October 3, 1997, 10.8% interest,
payable monthly, due August 29, 2000, collateralized
by real property 151,700 151,700
Zimmerman Deed of Trust - dated September 12, 1996, 12% interest,
payable monthly, due September 12, 1998, collateralized
by real property 42,187 42,187
Cash Norwest Bank Money Market Account, variable interest rate 7,933 7,933
--------- -------
Total deeds of trust 736,874 736,874
--------- -------
Participant Notes Participant notes - 7.25%-10.5% interest, maturing
Receivable January 1997 - September 2012 510,401 510,401
--------- -------
The Dreyfus A
Bonds Plus Fund Mutual Fund - 467,456 units * 513,884
The Fidelity Advisor
Growth Opportunities
Fund Mutual Fund - 851,661 units * 1,332,387
The Fidelity Advisor
High Yield A Fund Mutual Fund - 614,575 units * 716,089
The Fidelity Asset
Manager Fund Mutual Fund - 8,465 units * 10,554
The Neuberger &
Berman Partners
Trust Fund Mutual Fund - 715,837 units * 989,571
The Twentieth
Century Ultra
Investors Fund Mutual Fund - 1,155,872 units * 1,405,069
The Templeton
Foreign Fund Mutual Fund - 1,063,193 units * 1,464,238
The Fixed Account
Fund Mutual Fund - 525,932 units * 574,453
</TABLE>
*The historical cost is not readily available. (Continued)
F-14
<PAGE> 19
OUTDOOR SYSTEMS, INC.
401(k) PLAN
SUPPLEMENTAL SCHEDULE
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
ITEM 27a - ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
COLUMN B COLUMN C COLUMN D COLUMN E
- --------------------- --------------------------------------------------- ------------------- -----------------------
IDENTITY OF ISSUER, DESCRIPTION OF INVESTMENT INCLUDING
BORROWER, LESSOR MATURITY DATE, RATE OF INTEREST, CURRENT
OR SIMILAR PARTY COLLATERAL, PAR OR MATURITY VALUE COST VALUE
- --------------------- --------------------------------------------------- ------------------- -----------------------
<S> <C> <C> <C>
The Warburg Pincus
Emerging Growth
Fund Mutual Fund - 1,147,215 units * 1,367,693
The Neuberger &
Berman Guardian
Trust Fund Mutual Fund - 890,321 units * 1,103,125
The Nationwide
Money Market Fund Money Market Fund - 390,471 * 736,297
The Outdoor Systems
Common Stock Fund Common Stock - 4,899 shares * 178,817
-----------
Total other investments 10,392,177
-----------
Total assets held for investment purposes $11,639,452
===========
</TABLE>
*The historical cost is not readily available. (Concluded)
F-15
<PAGE> 20
OUTDOOR SYSTEMS, INC.
401(k) PLAN
SUPPLEMENTAL SCHEDULE
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
ITEM 27d - REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN G COLUMN H COLUMN I
- ---------------------- ------------------------ -------------- --------------- --------------- -------------- ---------------
CURRENT
IDENTITY VALUE OF NET
OF DESCRIPTION COST ASSET ON GAIN
PARTY OF PURCHASE SELLING OF TRANSACTION OR
INVOLVED ASSET PRICE PRICE ASSET DATE (LOSS)
- ---------------------- ------------------------ -------------- --------------- --------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS
Nationwide Insurance The Templeton Foreign
Fund $383,832 $383,832 $ 383,832
Nationwide Insurance The Nationwide Money
Market Fund 522,808 522,808 522,808
SERIES OF TRANSACTIONS
Nationwide Insurance The Fidelity Advisor
Growth Opportunities Fund 331,470 331,470 331,470
The Fidelity Advisor
Growth Opportunities Fund 70,058 * 70,058
Nationwide Insurance The Twentieth Century
Ultra Investors Fund 371,244 371,244 371,244
The Twentieth Century
Ultra Investors Fund 87,508 * 87,508
Nationwide Insurance The Templeton
Foreign Fund 398,544 398,544 398,544
The Templeton
Foreign Fund 65,755 * 65,755
Nationwide Insurance The Warburg Pincus
Emerging Growth Fund 330,624 330,624 330,624
The Warburg Pincus
Emerging Growth Fund 85,087 * 85,087
Nationwide Insurance The Nationwide Money
Market Fund 616,485 616,485 616,485
The Nationwide Money
Market Fund 127,161 * 127,161
</TABLE>
NOTE: Reportable transactions are those transactions which either singularly or
in series of combined purchases and sales during the year exceed 5% of the fair
value of the Plan's assets at the beginning of the year.
*The historical cost is not readily available.
F-16
<PAGE> 21
OUTDOOR SYSTEMS, INC.
401(k) PLAN
SUPPLEMENTAL SCHEDULE
YEAR ENDED DECEMBER 31, 1997
- --------------------------------------------------------------------------------
ITEM 27e - SCHEDULE OF NON-EXEMPT TRANSACTIONS
At December 31, 1997, participant contributions receivable totaled $37,891 which
related to participant elected deferrals from October to December 1997. Under
the provisions of ERISA, these contributions were considered to be Plan assets
commingled with the assets of the Company. Such commingling of Plan assets and
Company assets is a prohibited transaction and may result in an additional tax
liability for the Company. In April 1998, the Company corrected this matter by
making additional contributions to the Plan representing the estimated earnings
on the contributions receivable during the time they were considered commingled.
The Company has instituted policies and procedures to ensure that all future
participant elected deferrals are contributed to the Plan in accordance with
ERISA.
F-17
<PAGE> 1
Exhibit 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-05679, Registration Statement No. 333-38589 and Registration Statement No.
333-38591 of Outdoor Systems, Inc. on Form S-8 of our report dated June 24,
1998, appearing in this Annual Report on Form 11-K of the Outdoor Systems, Inc.
401(k) Plan for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 30, 1998
