<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
FORM 10-K/A
AMENDMENT NO. 1 TO
FORM 10-K
------------------------
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-13275
OUTDOOR SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
------------------------
<TABLE>
<S> <C>
DELAWARE 86-0736400
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
2502 N. BLACK CANYON HIGHWAY
PHOENIX, ARIZONA 85009
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
(602) 246-9569
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
Common Stock, $.01 par value New York Stock Exchange
9 3/8% Senior Subordinated Notes due 2006 New York Stock Exchange
Guarantees of 9 3/8% Senior Subordinated Notes due
2006 New York Stock Exchange
8 7/8% Senior Subordinated Notes due 2007 New York Stock Exchange
Guarantees of 8 7/8% Senior Subordinated Notes due
2007 New York Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of Common Stock on March 13, 1998
as reported by the New York Stock Exchange, was approximately $2,747.7 million.
The number of shares of the Registrant's Common Stock outstanding at March
13, 1998 was 121,123,367.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement for the Registrant's
Annual Meeting of Stockholders to be held on May 21, 1998 are incorporated by
reference herein.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are incorporated by reference in or are filed
as a part of this report:
1. Financial statements (included under Item 8 of the Annual Report on
Form 10-K as originally filed).
2. Financial statement schedules.
S-1 Independent Auditors' Report on Schedule+
S-2 Schedule II -- Valuation and Qualifying Accounts+
- ---------------
+ Included in the Annual Report on Form 10-K as originally filed.
3. Exhibits.
The following exhibits are incorporated by reference in or filed as a part
of this report:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
3.1 -- Fourth Amended and Restated Certificate of Incorporation
(filed as Exhibit 99.2 to the Registrant's Current Report on
Form 8-K filed on June 4, 1997 (File No. 0-28256) and
incorporated herein by reference).
3.2 -- Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Registrant's Amendment No. 2 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).
4.1 -- Specimen Common Stock Certificate of the Registrant (filed
as Exhibit 4.1 to the Registrant's Amendment No. 2 to Form
S-1 Registration Statement (Reg. No. 333-1582) and
incorporated herein by reference).
4.2 -- Indenture (filed as Exhibit 4.2 to the Registrant's Form S-1
Registration Statement No. 33-64638 and incorporated herein
by reference).
4.3 -- Indenture dated October 15, 1996, (the "1996 Indenture"), by
and among the Registrant, its United States subsidiaries and
The Bank of New York, as trustee (filed as Exhibit 99.1 to
the Registrant's Current Report on Form 8-K dated October 9,
1996 and incorporated herein by reference).
4.4 -- Indenture dated as of June 23, 1997 (the "1997 Indenture")
among the Registrant, its United States subsidiaries and The
Bank of New York, as trustee, relating to the 8 7/8% Senior
Subordinated Notes due 2007 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-30957) and incorporated herein by reference).
4.5 -- First Supplemental Indenture to the 1996 Indenture, dated as
of June 23, 1997, by and among the Registrant, the
Guarantors named therein, the Additional Guarantors named
therein and The Bank of New York, as trustee, relating to
the 9 3/8% Senior Subordinated Notes due 2006 (filed as
Exhibit 2.3 to the Registrant's Registration Statement on
Form 8-A (File No. 001-13275) and incorporated herein by
reference).
4.6 -- Second Supplemental Indenture to the 1996 Indenture, dated
as of September 30, 1997, by and among the Registrant, the
Guarantors named therein, the Additional Guarantors named
therein and The Bank of New York, as trustee, relating to
the 9 3/8% Senior Subordinated Notes due 2006 (filed as
Exhibit 2.4 to the Registrant's Registration Statement on
Form 8-A (File No. 001-13275) and incorporated herein by
reference).
4.7 -- Third Supplemental Indenture to the 1996 Indenture dated
January 22, 1998 among the Registrant, the Guarantors named
therein, the Additional Guarantor named therein and The Bank
of New York, as trustee, relating to the 9 3/8% Senior
Subordinated Notes due 2006.+
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
4.8 -- First Supplemental Indenture to the 1997 Indenture, dated as
of September 30, 1997, by and among the Registrant, the
Guarantors named therein, the Additional Guarantors named
therein and The Bank of New York, as trustee, relating to
the 8 7/8% Senior Subordinated Notes due 2007 (filed as
Exhibit 2.7 to the Registrant's Registration Statement on
Form 8-A (File No. 001-13275) and incorporated herein by
reference).
4.9 -- Second Supplemental Indenture to the 1997 Indenture dated
January 22, 1998 among the Registrant, the Guarantors named
therein, the Additional Guarantor named therein and The Bank
of New York, as trustee, relating to the 8 7/8% Senior
Subordinated Notes due 2007.+
9.1 -- Voting Agreement dated May 4, 1990, effective April 2, 1989,
between William S. Levine and Rubin Sabin (filed as Exhibit
9.1 to the Registrant's Form S-1 Registration Statement No.
33-64638 and incorporated herein by reference).
9.2 -- Irrevocable Proxy dated as of April 2, 1989, between William
S. Levine and Rubin Sabin (filed as Exhibit 9.2 to the
Registrant's Form S-1 Registration Statement No. 33-64638
and incorporated herein by reference).
9.3 -- Amended and Restated Voting Agreement dated as of August 17,
1993, entered into among the Registrant, William S. Levine
and Gregory Riggle (filed as Exhibit 9.3 to the Registrant's
Form S-1 Registration Statement No. 33-64638 and
incorporated herein by reference).
9.4 -- Stockholders' Agreement dated as of April 15, 1996, between
William S. Levine, Arte Moreno and MK-Link Investments
Limited Partnership (filed as Exhibit 9.4 to the
Registrant's Amendment No. 2 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).
10.1 -- Fourth Amended and Restated Credit Agreement, dated as of
October 22, 1996, entered into among the Registrant, the
several lenders from time to time parties thereto and CIBC
Inc., as agent (filed as Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended September
30, 1996 and incorporated herein by reference).
10.2 -- Amended and Restated Securities Purchase Agreement dated as
of August 17, 1993, entered into among the Registrant, TCW
Special Placements Fund II and TCW Capital, as Investment
Manager pursuant to an Investment Agreement dated as of June
30, 1987 (filed as Exhibit 10.2 to the Registrant's Form S-1
Registration Statement No. 33-64638 and incorporated herein
by reference).
10.3 -- Junior Subordinated Exchange Note dated effective as of
January 1, 1992, issued by the Registrant to Rubin Sabin
(filed as Exhibit 10.3 to the Registrant's Form S-1
Registration Statement No. 33-64638 and incorporated herein
by reference).
10.4 -- Intercreditor and Subordination Agreement dated as of May 4,
1990, among the Registrant, OS Advertising Company of Texas,
Inc., Outdoor Today, Inc., National Westminster Bank USA, as
Agent, Rubin Sabin and Elaine Sabin (filed as Exhibit 10.4
to the Registrant's Form S-1 Registration Statement No.
33-64638 and incorporated herein by reference).
10.5 -- Amended and Restated Intercreditor and Subordination
Agreement dated as of August 17, 1993, entered into between
the Registrant, Gregory Riggle, CIBC Inc. and United States
Trust Company of New York, as trustee (filed as Exhibit 10.5
to the Registrant's Form S-1 Registration Statement No.
33-64638 and incorporated herein by reference).
10.6 -- Administrative Services Agreement dated as of June 1, 1993,
between the Registrant and Camelback Services, Inc. (filed
as Exhibit 10.6 to the Registrant's Form S-1 Registration
Statement No. 33-64638 and incorporated herein by
reference).*
10.7 -- Services Agreement dated as of May 1, 1993, between the
Registrant, Williams Manufacturing, Inc. and J & L
Industries, Inc. as amended by the First Amendment thereto
dated April 15, 1996, to be effective as of July 1, 1995
(filed as Exhibit 10.7 to the Registrant's Amendment No. 2
to Form S-1 Registration Statement No. 333-1582 and
incorporated herein by reference).*
10.8 -- Amended and Restated Incentive Plan dated effective as of
January 1, 1988, adopted by the Registrant as amended to
date (filed as Exhibit 10.8 to the Registrant's Amendment
No. 2 to Form S-1 Registration Statement No. 333-1582 and
incorporated herein by reference).*
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.9 -- Assets Purchase Agreement dated March 15, 1991, among the
Registrant, Naegele Outdoor Advertising, Inc., OS
Advertising Company of Georgia, Inc., and Morris
Communications Corporation, as amended by the First
Amendment to Assets Purchase Agreement dated as of December
23, 1991, among the Registrant, Naegele Outdoor Advertising,
Inc., OS Advertising Company of Georgia, Inc., Morris
Communications Corporation, and OS Advertising Company of
Kentucky, Inc. (filed as Exhibit 10.17 to the Registrant's
Form S-1 Registration Statement No. 33-64638 and
incorporated herein by reference).
10.10 -- Agreement and grant of Option dated as of April 3, 1989,
between the Registrant and Arthur Moreno, as amended by the
First Amendment to Agreement and Grant of Option dated as of
January 1, 1991 (filed as Exhibit 10.23 to the Registrant's
Form S-1 Registration Statement No. 33-64638 and
incorporated herein by reference).*
10.10.1 -- Letter Agreement between Registrant and Arte Moreno
regarding Agreement and Grant of Option dated as of April 3,
1989, and First Amendment to Agreement and Grant of Option
dated as of January 1, 1991 (filed as Exhibit 10.10.1 to the
Registrant's Amendment No. 3 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).*
10.11 -- Option Agreement dated as of January 1, 1991, between the
Registrant and Wally Kelly (filed as Exhibit 10.24 to the
Registrant's Form S-1 Registration Statement No. 33-64638
and incorporated herein by reference).*
10.12 -- Senior Note Intercreditor Agreement dated as of August 17,
1993, entered into among TCW Special Placements Fund II, TCW
Capital, acting solely as investment manager pursuant to an
Investment Management Agreement, the Registrant and United
States Trust Company of New York as trustee (filed as
Exhibit 10.26 to the Registrant's Form S-1 Registration
Statement No. 33-64638 and incorporated herein by
reference).
10.13 -- Bank Intercreditor Agreement dated as of August 17, 1993,
entered into among TCW Special Placements Fund II, TCW
Capital acting solely as investment manager pursuant to an
Investment Management Agreement, the Registrant and CIBC
Inc. as agent (filed as Exhibit 10.26 to the Registrant's
Form S-1 Registration Statement No. 33-64638 and
incorporated herein by reference).
10.14 -- Option Purchase Agreement among the Registrant and OS
Advertising Company of Georgia, Inc. and Capitol Outdoor
Acquisition Co., Inc. and Capitol Outdoor Leasing Co., Inc.,
dated as of July 27, 1994, as amended by the First Amendment
to Option Purchase Agreement dated as of December 14, 1994
(filed as Exhibit 1 to the Registrant's Current Report on
Form 8-K dated December 19, 1994 and incorporated herein by
reference).
10.15 -- Asset Purchase Agreement between the Registrant and Eller
Outdoor Advertising Company of Atlanta, dated November 21,
1994 (filed as Exhibit 2 to the Registrant's Current Report
on Form 8-K dated December 19, 1994 and incorporated herein
by reference).
10.16 -- The Registrant's 1996 Omnibus Plan (filed as Exhibit 10.16
to the Registrant's Amendment No. 2 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).*
10.17 -- Form of Incentive Stock Option Grant to be awarded to each
of Wally C. Kelly and Bill M. Beverage pursuant to the terms
of the Registrant's 1996 Omnibus Plan (filed as Exhibit
10.17 to the Registrant's Amendment No. 2 to Form S-1
Registration Statement No. 333-1582 and incorporated herein
by reference).*
10.18 -- Form of Stock Option Grant to be awarded to each of Arte
Moreno, Wally C. Kelly and Bill M. Beverage pursuant to the
terms of the Registrant's 1996 Omnibus Plan (filed as
Exhibit 10.18 to the Registrant's Amendment No. 2 to Form
S-1 Registration Statement No. 333-1582 and incorporated
herein by reference).*
10.19 -- Form of Incentive Plan Settlement Participant Election
Agreement to be entered into by each of Wally C. Kelly and
Bill M. Beverage pursuant to the conversion of interests in
the Incentive Plan (filed as Exhibit 10.19 to the
Registrant's Amendment No. 3 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).*
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.20 -- Asset Purchase Agreement dated July 9, 1996, by and between
the Registrant and Gannett Co., Inc., together with the
Promissory Note and related Guaranty. The Exhibit contains a
list briefly identifying the contents of Schedules and
Exhibits, some of which have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted
Schedule or Exhibit to the Commission upon request (filed as
Exhibit 99.1 to the Registrant's Current Report on Form 8-K
dated July 10, 1996 and incorporated herein by reference).
10.21 -- Amendment No. 1 to Asset Purchase Agreement among Gannett
Co., Inc., Combined Communications Corporation, Gannett
Transit, Inc., Shelter Media Communications, Inc., Gannett
International Communications, Inc., and the Registrant dated
as of August 12, 1996 (filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated August 27,
1996 and incorporated herein by reference).
10.22 -- Amendment No. 2 to Asset Purchase Agreement among Gannett
Co., Inc., Combined Communications Corporation, Gannett
Transit, Inc., Shelter Media Communications, Inc., Gannett
International Communications, Inc., and the Registrant dated
as of August 19, 1996 (filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K dated August 27,
1996 and incorporated herein by reference).
10.23 -- Form of Option by Gannett Outdoor Co. of Texas, Inc., in
favor of the Registrant together with the form of Asset
Purchase Agreement by and between the Registrant and Gannett
Outdoor Co. of Texas, Inc. (filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K dated July 10, 1996
and incorporated herein by reference).
10.24 -- Senior Subordinated Credit Agreement dated July 9, 1996, by
and among the Registrant, the guarantors named therein, the
lenders named therein, and Canadian Imperial Bank of
Commerce together with the forms of Bridge Note and Term
Note. The Exhibit contains a list briefly identifying the
contents of Schedules and Exhibits, some of which have been
omitted. The Registrant agrees to furnish supplementally a
copy of any omitted Schedule or Exhibit to the Commission
upon request (filed as Exhibit 99.4 to the Registrant's
Current Report on Form 8-K dated July 10, 1996 and
incorporated herein by reference).
10.25 -- Form of Indenture by and among the Registrant, the
subsidiary guarantors named therein, and a trustee to be
selected by the Registrant (filed as Exhibit 99.5 to the
Registrant's Current Report on Form 8-K dated July 10, 1996
and incorporated herein by reference).
10.26 -- First Supplemental Indenture dated as of August 22, 1996, by
and between the Registrant and United States Trust Company
of New York (filed as Exhibit 99.5 to the Registrant's
Current Report on Form 8-K dated August 27, 1996 and
incorporated herein by reference).
10.27 -- Securities Purchase Agreement dated July 9, 1996, by and
between the Registrant and CIBC WG Argosy Merchant Fund 2,
L.L.C. The Exhibit contains a list briefly identifying the
contents of Schedules and Exhibits which have been omitted.
The Registrant agrees to furnish supplementally a copy of
any omitted Schedule or Exhibit to the Commission upon
request (filed as Exhibit 99.6 to the Registrant's Current
Report on Form 8-K dated July 10, 1996 and incorporated
herein by reference).
10.28 -- Form of Certificate of Designations of Senior Increasing
Rate Cumulative Preferred Stock, Series A (filed as Exhibit
99.7 to the Registrant's Current Report on Form 8-K dated
July 10, 1996 and incorporated herein by reference).
10.29 -- Form of Warrant Agreement by and between the Registrant and
a Warrant Agent to be selected by the Registrant (filed as
Exhibit 99.8 to the Registrant's Current Report on Form 8-K
dated July 10, 1996 and incorporated herein by reference).
10.30 -- Form of Registration Rights Agreement by and among the
Registrant, the guarantors names therein, and the holders
name therein (filed as Exhibit 99.9 to the Registrant's
Current Report on Form 8-K dated July 10, 1996 and
incorporated herein by reference).
10.31 -- Form of Common Stock Registration Rights Agreement by and
between the Registrant and CIBC WG Argosy Merchant Form 2,
L.L.C. (filed as Exhibit 99.10 to the Registrant's Current
Report on Form 8-K dated July 10, 1996 and incorporated
herein by reference).
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.32 -- Underwriting Agreement dated August 19, 1996 by and among
the Registrant and Alex. Brown & Sons Incorporated, CIBC
Wood Gundy Securities Corp. and Donaldson, Lufkin & Jenrette
Securities Corporation (filed as Exhibit 99.3 to the
Registrant's Current Report on Form 8-K dated August 27,
1996 and incorporated herein by reference).
10.33 -- Asset Purchase Agreement between RailCom, Ltd. and the
Registrant dated May 8, 1996 (filed as Exhibit 2.1 to the
Registrant's Current Report on Form 8-K dated May 22, 1996
and incorporated herein by reference).
10.34 -- Purchase and Sales Agreement Between CSX Realty Development
Corporation, The Three Rivers Railway Company, The Atlantic
Land and Improvement Company, Winston-Salem Southbound
Railway Company, Gainesville Midland Railroad Company, and
Richmond, Fredericksburg and Potomac Railway Company and
RailCom, Ltd. dated January 23, 1996, as amended March 29,
1996, and May 21, 1996 (filed as Exhibit 2.2.1 to the
Registrant's Current Report on Form 8-K dated May 22, 1996
and incorporated herein by reference).
10.35 -- Amendment to Purchase Agreement, dated March 29, 1996 (filed
as Exhibit 2.2.2 to the Registrant's Current Report on Form
8-K dated May 22, 1996 and incorporated herein by
reference).
10.36 -- Second Amendment to Purchase Agreement dated May 21, 1996
(filed as Exhibit 2.2.3 to the Registrant's Current Report
on Form 8-K dated May 22, 1996 and incorporated herein by
reference).
10.37 -- Grant of Easement and Agreement dated May 21, 1996 (filed as
Exhibit 2.3 to the Registrant's Current Report on Form 8-K
dated May 22, 1996 and incorporated herein by reference).
10.38 -- Assignment of License Agreements, dated May 21, 1996 (filed
as Exhibit 2.4 to the Registrant's Current Report on Form
8-K dated May 22, 1996 and incorporated herein by
reference).
10.39 -- Assignment and Assumption Agreement dated May 22, 1996
(filed as Exhibit 2.5 to the Registrant's Current Report on
Form 8-K dated May 22, 1996 and incorporated herein by
reference).
10.41 -- Underwriting Agreement dated October 9, 1996 by and among
the Registrant, its United States subsidiaries, CIBC Wood
Gundy Securities Corp. and Alex. Brown & Sons Incorporated
(filed as Exhibit 99.2 to the Registrant's Current Report on
Form 8-K dated October 9, 1996 and incorporated herein by
reference).
10.42 -- Agreement of Purchase and Sale dated April 30, 1997 by and
between the Registrant and Minnesota Mining and
Manufacturing Company. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request (filed as Exhibit 99.1 to the
Registrant's Form S-3 Registration Statement (Reg. No. 333-
26407) and incorporated herein by reference).
10.43 -- Stock Purchase Agreement dated April 11, 1997 by and among
the Registrant, Van Wagner Communications, Inc., Richard M.
Schaps and Jason Perline. The Exhibit contains a list
briefly identifying the contents of Schedules and Exhibits,
some of which have been omitted. The Registrant agrees to
furnish supplementally a copy of any omitted Schedule or
Exhibit to the Commission upon request (filed as Exhibit
99.2 to the Registrant's Form S-3 Registration Statement
(Reg. No. 333-26407) and incorporated herein by reference).
10.44 -- Signboard Easements Sale Agreement dated March 21, 1997
between the Registrant and the Burlington Northern and Santa
Fe Railway Company. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request (filed as Exhibit 99.3 to the
Registrant's Form S-3 Registration Statement (Reg. No.
333-26407) and incorporated herein by reference).
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.45 -- Asset Purchase Agreement dated as of February 24, 1997 by
and between the Registrant and GRTP, Ltd. The Exhibit
contains a list briefly identifying the contents of
Schedules and Exhibits, some of which have been omitted. The
Registrant agrees to furnish supplementally a copy of any
omitted Schedule or Exhibit to the Commission upon request
(filed as Exhibit 99.4 to the Registrant's Form S-3
Registration Statement (Reg. No. 333-26407) and incorporated
herein by reference).
10.46 -- Joint Venture Asset Purchase Agreement dated as of February
28, 1997 by and between the Registrant and Reynolds/Tower
Outdoor Sign Joint Venture. The Exhibit contains a list
briefly identifying the contents of Schedules and Exhibits,
some of which have been omitted. The Registrant agrees to
furnish supplementally a copy of any omitted Schedule or
Exhibit to the Commission upon request (filed as Exhibit
99.5 to the Registrant's Form S-3 Registration Statement
(Reg. No. 333-26407) and incorporated herein by reference).
10.47 -- Joint Venture Asset Purchase Agreement dated as of February
28, 1997 by and between the Registrant and Reynolds/McCrary
Joint Venture. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request (filed as Exhibit 99.6 to the
Registrant's Form S-3 Registration Statement (Reg. No. 333-
26407) and incorporated herein by reference).
10.48 -- Joint Venture Asset Purchase Agreement dated as of February
28, 1997 by and between the Registrant and RV Outdoor Sign
Joint Venture. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant Agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request (filed as Exhibit 99.7 to the
Registrant's Registration Statement on Form S-3 (Reg. No.
333-26407) and incorporated herein by reference).
10.49 -- Asset Purchase Agreement dated as of January 21, 1997 by and
among the Registrant and Scadron Enterprises, Robert B.
Scadron, Jeffrey Scadron and Barry Scadron. The Exhibit
contains a list briefly identifying the contents of
Schedules and Exhibits, some of which have been omitted. The
Registrant Agrees to furnish supplementally a copy of any
omitted Schedule or Exhibit to the Commission upon request
(filed as Exhibit 99.8 to the Registrant's Registration
Statement on Form S-3 (Reg. No. 333-26407) and incorporated
herein by reference).
10.50 -- Asset Purchase Agreement dated as of December 27, 1996 by
and among the Registrant, Villepigue Outdoor Advertising
Corporation, Villepigue International Advertising, Inc.,
S.B. Properties, Inc., Third & Eighth Realty Corp. and
Mobile Outdoor Media, Inc. The Exhibit contains a list
briefly identifying the contents of Schedules and Exhibits,
some of which have been omitted. The Registrant Agrees to
furnish supplementally a copy of any omitted Schedule or
Exhibit to the Commission upon request (filed as Exhibit
99.9 to the Registrant's Registration Statement on Form S-3
(Reg. No. 333-26407) and incorporated herein by reference).
10.51 -- Amendment dated as of March 12, 1997 to the Fourth amended
and Restated Credit Agreement dated as of October 22, 1996,
among the Registrant, Mediacom Inc., the several banks and
other financial institutions parties thereto and Canadian
Imperial Bank of Commerce as administrative agent (filed as
Exhibit 99.10 to the Registrant's Registration Statement on
Form S-3 (Reg. No. 333-26407) and incorporated herein by
reference).
10.52 -- Second Amendment dated as of May 9, 1997 to the Fourth
Amended and Restated Credit Agreement dated as of October
22, 1996, as amended, among the Registrant, Mediacom Inc.,
the several banks and other financial institutions parties
thereto and Canadian Imperial Bank of Commerce as
administrative agent (filed as Exhibit 99.11 to the
Registrant's Registration Statement on Form S-3 (Reg. No.
333-26407) and incorporated herein by reference).
10.53 -- Amendment No. 1 dated as of May 22, 1997 to Stock Purchase
Agreement dated April 11, 1997 by and among Richard M.
Schaps, Jason Perline, Van Wagner Communications, Inc. and
the Registrant (filed as Exhibit 99.1 to the Registrant's
Current Report on Form 8-K dated May 28, 1997 and
incorporated herein by reference).
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.54 -- Underwriting Agreement dated May 22, 1997 by and among the
Registrant, the selling stockholders named therein, Alex.
Brown & Sons Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, CIBC Wood Gundy Securities Corp.,
Montgomery Securities and Prudential Securities Corporation
(filed as Exhibit 99.2 to the Registrant's Current Report on
Form 8-K dated May 28, 1997 and incorporated herein by
reference).
10.55 -- Amendment No. 1 dated June 2, 1997 to Underwriting Agreement
dated May 22, 1997 by and among the Registrant, the selling
stockholders named therein, Alex. Brown & Sons Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, CIBC
Wood Gundy Securities Corp., Montgomery Securities and
Prudential Securities Corporation (filed as Exhibit 99.1 to
the Registrant's Current Report on Form 8-K dated June 4,
1997 and incorporated herein by reference).
10.56 -- Purchase Agreement dated June 17, 1997 among the Registrant,
its United States subsidiaries, CIBC Wood Gundy Securities
Corp., Alex. Brown & Sons Incorporated and Donaldson, Lufkin
& Jenrette Securities Corporation (filed as Exhibit 99.1 to
the Registrant's Registration Statement on Form S-4 (Reg.
No. 333-30957) and incorporated herein by reference).
10.57 -- Registration Rights Agreement dated June 17, 1997 among the
Registrant, the Guarantors named therein, CIBC Wood Gundy
Securities Corp., Alex. Brown & Sons Incorporated and
Donaldson, Lufkin & Jenrette Securities Corporation (filed
as Exhibit 99.2 to the Registrant's Registration Statement
on Form S-4 (Reg. No. 333-30957) and incorporated herein by
reference).
10.58 -- Asset Purchase Agreement dated August 15, 1997, by and
between the Registrant and The Lamar Corporation (filed as
Exhibit 99.2 to the Registrant's Current Report on Form 8-K
dated August 29, 1997 and incorporated herein by reference).
10.59 -- Fifth Amended and Restated Credit Agreement, dated as of
August 15, 1997, among the Registrant, Mediacom Inc., the
several lenders parties thereto and Canadian Imperial Bank
of Commerce, as agent (filed as Exhibit 99.3 to the
Registrant's Current Report on Form 8-K dated August 29,
1997 and incorporated herein by reference).
10.60 -- 1966 Non-Employee Director Stock Option Plan (filed as
Exhibit 99.3 to the Registrant's Registration Statement on
Form S-8 (Reg. No. 333-38589) and incorporated herein by
reference).*
10.61 -- Stock Purchase Agreement dated November 7, 1997 among the
Registrant, Salm Enterprises, Inc., Joslyn Stuart and
Hillary Salm. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request.+
10.62 -- Asset Purchase Agreement dated November 25, 1997 by and
between the Registrant and Outdoor Media Group, Inc. The
Exhibit contains a list briefly identifying the contents of
Schedules and Exhibits, some of which have been omitted. The
Registrant agrees to furnish supplementally a copy of any
omitted Schedule or Exhibit to the Commission upon request.+
10.63 -- Incentive Bonus Plan for the Chief Executive Officer (filed
as Annex A to the Registrant's Proxy Statement dated April
30, 1997 and incorporated herein by reference).*
21.1 -- Subsidiaries of the Registrant+
23.1 -- Consent of Deloitte & Touche LLP
27.1 -- Financial Data Schedule for the years ended December 31,
1997 and 1996
27.2 -- Financial Data Schedule for the interim periods in the year
ended December 31, 1997
27.3 -- Financial Data Schedule for the interim periods in the year
ended December 31, 1996
</TABLE>
- ---------------
* Indicates management contract or compensatory plan or arrangement.
+ Filed as Exhibit of same number to the Annual Report on Form 10-K for fiscal
year 1997 as originally filed.
(b) Reports on Form 8-K.
None
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Phoenix, State of Arizona, on the 25th
day of March 1998.
OUTDOOR SYSTEMS, INC.
By: /s/ WILLIAM S. LEVINE
------------------------------------
William S. Levine
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.
OUTDOOR SYSTEMS, INC.
<TABLE>
<C> <S>
By: /s/ ARTURO R. MORENO Date: March 25, 1998
- --------------------------------------------
Arturo R. Moreno
President and Director
(Principal Executive Officer)
By: /s/ WILLIAM S. LEVINE Date: March 25, 1998
- --------------------------------------------
William S. Levine
Chairman and Director
By: /s/ BILL M. BEVERAGE Date: March 25, 1998
- --------------------------------------------
Bill M. Beverage
Secretary, Treasurer and Chief Financial
Officer
(Principal Financial and Accounting Officer)
By: /s/ BRIAN J. O'CONNOR Date: March 25, 1998
- --------------------------------------------
Brian J. O'Connor
Director
By: /s/ STEPHEN F. BUTTERFIELD Date: March 25, 1998
- --------------------------------------------
Stephen F. Butterfield
Director
</TABLE>
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
3.1 -- Fourth Amended and Restated Certificate of Incorporation
(filed as Exhibit 99.2 to the Registrant's Current Report on
Form 8-K filed on June 4, 1997 (File No. 0-28256) and
incorporated herein by reference).
3.2 -- Amended and Restated Bylaws (filed as Exhibit 3.2 to the
Registrant's Amendment No. 2 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).
4.1 -- Specimen Common Stock Certificate of the Registrant (filed
as Exhibit 4.1 to the Registrant's Amendment No. 2 to Form
S-1 Registration Statement (Reg. No. 333-1582) and
incorporated herein by reference).
4.2 -- Indenture (filed as Exhibit 4.2 to the Registrant's Form S-1
Registration Statement No. 33-64638 and incorporated herein
by reference).
4.3 -- Indenture dated October 15, 1996, (the "1996 Indenture"), by
and among the Registrant, its United States subsidiaries and
The Bank of New York, as trustee (filed as Exhibit 99.1 to
the Registrant's Current Report on Form 8-K dated October 9,
1996 and incorporated herein by reference).
4.4 -- Indenture dated as of June 23, 1997 (the "1997 Indenture")
among the Registrant, its United States subsidiaries and The
Bank of New York, as trustee, relating to the 8 7/8% Senior
Subordinated Notes due 2007 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-4 (Reg. No.
333-30957) and incorporated herein by reference).
4.5 -- First Supplemental Indenture to the 1996 Indenture, dated as
of June 23, 1997, by and among the Registrant, the
Guarantors named therein, the Additional Guarantors named
therein and The Bank of New York, as trustee, relating to
the 9 3/8% Senior Subordinated Notes due 2006 (filed as
Exhibit 2.3 to the Registrant's Registration Statement on
Form 8-A (File No. 001-13275) and incorporated herein by
reference).
4.6 -- Second Supplemental Indenture to the 1996 Indenture, dated
as of September 30, 1997, by and among the Registrant, the
Guarantors named therein, the Additional Guarantors named
therein and The Bank of New York, as trustee, relating to
the 9 3/8% Senior Subordinated Notes due 2006 (filed as
Exhibit 2.4 to the Registrant's Registration Statement on
Form 8-A (File No. 001-13275) and incorporated herein by
reference).
4.7 -- Third Supplemental Indenture to the 1996 Indenture dated
January 22, 1998 among the Registrant, the Guarantors named
therein, the Additional Guarantor named therein and The Bank
of New York, as trustee, relating to the 9 3/8% Senior
Subordinated Notes due 2006.+
4.8 -- First Supplemental Indenture to the 1997 Indenture, dated as
of September 30, 1997, by and among the Registrant, the
Guarantors named therein, the Additional Guarantors named
therein and The Bank of New York, as trustee, relating to
the 8 7/8% Senior Subordinated Notes due 2007 (filed as
Exhibit 2.7 to the Registrant's Registration Statement on
Form 8-A (File No. 001-13275) and incorporated herein by
reference).
4.9 -- Second Supplemental Indenture to the 1997 Indenture dated
January 22, 1998 among the Registrant, the Guarantors named
therein, the Additional Guarantor named therein and The Bank
of New York, as trustee, relating to the 8 7/8% Senior
Subordinated Notes due 2007.+
9.1 -- Voting Agreement dated May 4, 1990, effective April 2, 1989,
between William S. Levine and Rubin Sabin (filed as Exhibit
9.1 to the Registrant's Form S-1 Registration Statement No.
33-64638 and incorporated herein by reference).
9.2 -- Irrevocable Proxy dated as of April 2, 1989, between William
S. Levine and Rubin Sabin (filed as Exhibit 9.2 to the
Registrant's Form S-1 Registration Statement No. 33-64638
and incorporated herein by reference).
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
9.3 -- Amended and Restated Voting Agreement dated as of August 17,
1993, entered into among the Registrant, William S. Levine
and Gregory Riggle (filed as Exhibit 9.3 to the Registrant's
Form S-1 Registration Statement No. 33-64638 and
incorporated herein by reference).
9.4 -- Stockholders' Agreement dated as of April 15, 1996, between
William S. Levine, Arte Moreno and MK-Link Investments
Limited Partnership (filed as Exhibit 9.4 to the
Registrant's Amendment No. 2 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).
10.1 -- Fourth Amended and Restated Credit Agreement, dated as of
October 22, 1996, entered into among the Registrant, the
several lenders from time to time parties thereto and CIBC
Inc., as agent (filed as Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended September
30, 1996 and incorporated herein by reference).
10.2 -- Amended and Restated Securities Purchase Agreement dated as
of August 17, 1993, entered into among the Registrant, TCW
Special Placements Fund II and TCW Capital, as Investment
Manager pursuant to an Investment Agreement dated as of June
30, 1987 (filed as Exhibit 10.2 to the Registrant's Form S-1
Registration Statement No. 33-64638 and incorporated herein
by reference).
10.3 -- Junior Subordinated Exchange Note dated effective as of
January 1, 1992, issued by the Registrant to Rubin Sabin
(filed as Exhibit 10.3 to the Registrant's Form S-1
Registration Statement No. 33-64638 and incorporated herein
by reference).
10.4 -- Intercreditor and Subordination Agreement dated as of May 4,
1990, among the Registrant, OS Advertising Company of Texas,
Inc., Outdoor Today, Inc., National Westminster Bank USA, as
Agent, Rubin Sabin and Elaine Sabin (filed as Exhibit 10.4
to the Registrant's Form S-1 Registration Statement No.
33-64638 and incorporated herein by reference).
10.5 -- Amended and Restated Intercreditor and Subordination
Agreement dated as of August 17, 1993, entered into between
the Registrant, Gregory Riggle, CIBC Inc. and United States
Trust Company of New York, as trustee (filed as Exhibit 10.5
to the Registrant's Form S-1 Registration Statement No.
33-64638 and incorporated herein by reference).
10.6 -- Administrative Services Agreement dated as of June 1, 1993,
between the Registrant and Camelback Services, Inc. (filed
as Exhibit 10.6 to the Registrant's Form S-1 Registration
Statement No. 33-64638 and incorporated herein by
reference).*
10.7 -- Services Agreement dated as of May 1, 1993, between the
Registrant, Williams Manufacturing, Inc. and J & L
Industries, Inc. as amended by the First Amendment thereto
dated April 15, 1996, to be effective as of July 1, 1995
(filed as Exhibit 10.7 to the Registrant's Amendment No. 2
to Form S-1 Registration Statement No. 333-1582 and
incorporated herein by reference).*
10.8 -- Amended and Restated Incentive Plan dated effective as of
January 1, 1988, adopted by the Registrant as amended to
date (filed as Exhibit 10.8 to the Registrant's Amendment
No. 2 to Form S-1 Registration Statement No. 333-1582 and
incorporated herein by reference).*
10.9 -- Assets Purchase Agreement dated March 15, 1991, among the
Registrant, Naegele Outdoor Advertising, Inc., OS
Advertising Company of Georgia, Inc., and Morris
Communications Corporation, as amended by the First
Amendment to Assets Purchase Agreement dated as of December
23, 1991, among the Registrant, Naegele Outdoor Advertising,
Inc., OS Advertising Company of Georgia, Inc., Morris
Communications Corporation, and OS Advertising Company of
Kentucky, Inc. (filed as Exhibit 10.17 to the Registrant's
Form S-1 Registration Statement No. 33-64638 and
incorporated herein by reference).
10.10 -- Agreement and grant of Option dated as of April 3, 1989,
between the Registrant and Arthur Moreno, as amended by the
First Amendment to Agreement and Grant of Option dated as of
January 1, 1991 (filed as Exhibit 10.23 to the Registrant's
Form S-1 Registration Statement No. 33-64638 and
incorporated herein by reference).*
10.10.1 -- Letter Agreement between Registrant and Arte Moreno
regarding Agreement and Grant of Option dated as of April 3,
1989, and First Amendment to Agreement and Grant of Option
dated as of January 1, 1991 (filed as Exhibit 10.10.1 to the
Registrant's Amendment No. 3 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).*
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.11 -- Option Agreement dated as of January 1, 1991, between the
Registrant and Wally Kelly (filed as Exhibit 10.24 to the
Registrant's Form S-1 Registration Statement No. 33-64638
and incorporated herein by reference).*
10.12 -- Senior Note Intercreditor Agreement dated as of August 17,
1993, entered into among TCW Special Placements Fund II, TCW
Capital, acting solely as investment manager pursuant to an
Investment Management Agreement, the Registrant and United
States Trust Company of New York as trustee (filed as
Exhibit 10.26 to the Registrant's Form S-1 Registration
Statement No. 33-64638 and incorporated herein by
reference).
10.13 -- Bank Intercreditor Agreement dated as of August 17, 1993,
entered into among TCW Special Placements Fund II, TCW
Capital acting solely as investment manager pursuant to an
Investment Management Agreement, the Registrant and CIBC
Inc. as agent (filed as Exhibit 10.26 to the Registrant's
Form S-1 Registration Statement No. 33-64638 and
incorporated herein by reference).
10.14 -- Option Purchase Agreement among the Registrant and OS
Advertising Company of Georgia, Inc. and Capitol Outdoor
Acquisition Co., Inc. and Capitol Outdoor Leasing Co., Inc.,
dated as of July 27, 1994, as amended by the First Amendment
to Option Purchase Agreement dated as of December 14, 1994
(filed as Exhibit 1 to the Registrant's Current Report on
Form 8-K dated December 19, 1994 and incorporated herein by
reference).
10.15 -- Asset Purchase Agreement between the Registrant and Eller
Outdoor Advertising Company of Atlanta, dated November 21,
1994 (filed as Exhibit 2 to the Registrant's Current Report
on Form 8-K dated December 19, 1994 and incorporated herein
by reference).
10.16 -- The Registrant's 1996 Omnibus Plan (filed as Exhibit 10.16
to the Registrant's Amendment No. 2 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).*
10.17 -- Form of Incentive Stock Option Grant to be awarded to each
of Wally C. Kelly and Bill M. Beverage pursuant to the terms
of the Registrant's 1996 Omnibus Plan (filed as Exhibit
10.17 to the Registrant's Amendment No. 2 to Form S-1
Registration Statement No. 333-1582 and incorporated herein
by reference).*
10.18 -- Form of Stock Option Grant to be awarded to each of Arte
Moreno, Wally C. Kelly and Bill M. Beverage pursuant to the
terms of the Registrant's 1996 Omnibus Plan (filed as
Exhibit 10.18 to the Registrant's Amendment No. 2 to Form
S-1 Registration Statement No. 333-1582 and incorporated
herein by reference).*
10.19 -- Form of Incentive Plan Settlement Participant Election
Agreement to be entered into by each of Wally C. Kelly and
Bill M. Beverage pursuant to the conversion of interests in
the Incentive Plan (filed as Exhibit 10.19 to the
Registrant's Amendment No. 3 to Form S-1 Registration
Statement No. 333-1582 and incorporated herein by
reference).*
10.20 -- Asset Purchase Agreement dated July 9, 1996, by and between
the Registrant and Gannett Co., Inc., together with the
Promissory Note and related Guaranty. The Exhibit contains a
list briefly identifying the contents of Schedules and
Exhibits, some of which have been omitted. The Registrant
agrees to furnish supplementally a copy of any omitted
Schedule or Exhibit to the Commission upon request (filed as
Exhibit 99.1 to the Registrant's Current Report on Form 8-K
dated July 10, 1996 and incorporated herein by reference).
10.21 -- Amendment No. 1 to Asset Purchase Agreement among Gannett
Co., Inc., Combined Communications Corporation, Gannett
Transit, Inc., Shelter Media Communications, Inc., Gannett
International Communications, Inc., and the Registrant dated
as of August 12, 1996 (filed as Exhibit 99.1 to the
Registrant's Current Report on Form 8-K dated August 27,
1996 and incorporated herein by reference).
10.22 -- Amendment No. 2 to Asset Purchase Agreement among Gannett
Co., Inc., Combined Communications Corporation, Gannett
Transit, Inc., Shelter Media Communications, Inc., Gannett
International Communications, Inc., and the Registrant dated
as of August 19, 1996 (filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K dated August 27,
1996 and incorporated herein by reference).
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.23 -- Form of Option by Gannett Outdoor Co. of Texas, Inc., in
favor of the Registrant together with the form of Asset
Purchase Agreement by and between the Registrant and Gannett
Outdoor Co. of Texas, Inc. (filed as Exhibit 99.2 to the
Registrant's Current Report on Form 8-K dated July 10, 1996
and incorporated herein by reference).
10.24 -- Senior Subordinated Credit Agreement dated July 9, 1996, by
and among the Registrant, the guarantors named therein, the
lenders named therein, and Canadian Imperial Bank of
Commerce together with the forms of Bridge Note and Term
Note. The Exhibit contains a list briefly identifying the
contents of Schedules and Exhibits, some of which have been
omitted. The Registrant agrees to furnish supplementally a
copy of any omitted Schedule or Exhibit to the Commission
upon request (filed as Exhibit 99.4 to the Registrant's
Current Report on Form 8-K dated July 10, 1996 and
incorporated herein by reference).
10.25 -- Form of Indenture by and among the Registrant, the
subsidiary guarantors named therein, and a trustee to be
selected by the Registrant (filed as Exhibit 99.5 to the
Registrant's Current Report on Form 8-K dated July 10, 1996
and incorporated herein by reference).
10.26 -- First Supplemental Indenture dated as of August 22, 1996, by
and between the Registrant and United States Trust Company
of New York (filed as Exhibit 99.5 to the Registrant's
Current Report on Form 8-K dated August 27, 1996 and
incorporated herein by reference).
10.27 -- Securities Purchase Agreement dated July 9, 1996, by and
between the Registrant and CIBC WG Argosy Merchant Fund 2,
L.L.C. The Exhibit contains a list briefly identifying the
contents of Schedules and Exhibits which have been omitted.
The Registrant agrees to furnish supplementally a copy of
any omitted Schedule or Exhibit to the Commission upon
request (filed as Exhibit 99.6 to the Registrant's Current
Report on Form 8-K dated July 10, 1996 and incorporated
herein by reference).
10.28 -- Form of Certificate of Designations of Senior Increasing
Rate Cumulative Preferred Stock, Series A (filed as Exhibit
99.7 to the Registrant's Current Report on Form 8-K dated
July 10, 1996 and incorporated herein by reference).
10.29 -- Form of Warrant Agreement by and between the Registrant and
a Warrant Agent to be selected by the Registrant (filed as
Exhibit 99.8 to the Registrant's Current Report on Form 8-K
dated July 10, 1996 and incorporated herein by reference).
10.30 -- Form of Registration Rights Agreement by and among the
Registrant, the guarantors names therein, and the holders
name therein (filed as Exhibit 99.9 to the Registrant's
Current Report on Form 8-K dated July 10, 1996 and
incorporated herein by reference).
10.31 -- Form of Common Stock Registration Rights Agreement by and
between the Registrant and CIBC WG Argosy Merchant Form 2,
L.L.C. (filed as Exhibit 99.10 to the Registrant's Current
Report on Form 8-K dated July 10, 1996 and incorporated
herein by reference).
10.32 -- Underwriting Agreement dated August 19, 1996 by and among
the Registrant and Alex. Brown & Sons Incorporated, CIBC
Wood Gundy Securities Corp. and Donaldson, Lufkin & Jenrette
Securities Corporation (filed as Exhibit 99.3 to the
Registrant's Current Report on Form 8-K dated August 27,
1996 and incorporated herein by reference).
10.33 -- Asset Purchase Agreement between RailCom, Ltd. and the
Registrant dated May 8, 1996 (filed as Exhibit 2.1 to the
Registrant's Current Report on Form 8-K dated May 22, 1996
and incorporated herein by reference).
10.34 -- Purchase and Sales Agreement Between CSX Realty Development
Corporation, The Three Rivers Railway Company, The Atlantic
Land and Improvement Company, Winston-Salem Southbound
Railway Company, Gainesville Midland Railroad Company, and
Richmond, Fredericksburg and Potomac Railway Company and
RailCom, Ltd. dated January 23, 1996, as amended March 29,
1996, and May 21, 1996 (filed as Exhibit 2.2.1 to the
Registrant's Current Report on Form 8-K dated May 22, 1996
and incorporated herein by reference).
10.35 -- Amendment to Purchase Agreement, dated March 29, 1996 (filed
as Exhibit 2.2.2 to the Registrant's Current Report on Form
8-K dated May 22, 1996 and incorporated herein by
reference).
</TABLE>
<PAGE> 14
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.36 -- Second Amendment to Purchase Agreement dated May 21, 1996
(filed as Exhibit 2.2.3 to the Registrant's Current Report
on Form 8-K dated May 22, 1996 and incorporated herein by
reference).
10.37 -- Grant of Easement and Agreement dated May 21, 1996 (filed as
Exhibit 2.3 to the Registrant's Current Report on Form 8-K
dated May 22, 1996 and incorporated herein by reference).
10.38 -- Assignment of License Agreements, dated May 21, 1996 (filed
as Exhibit 2.4 to the Registrant's Current Report on Form
8-K dated May 22, 1996 and incorporated herein by
reference).
10.39 -- Assignment and Assumption Agreement dated May 22, 1996
(filed as Exhibit 2.5 to the Registrant's Current Report on
Form 8-K dated May 22, 1996 and incorporated herein by
reference).
10.41 -- Underwriting Agreement dated October 9, 1996 by and among
the Registrant, its United States subsidiaries, CIBC Wood
Gundy Securities Corp. and Alex. Brown & Sons Incorporated
(filed as Exhibit 99.2 to the Registrant's Current Report on
Form 8-K dated October 9, 1996 and incorporated herein by
reference).
10.42 -- Agreement of Purchase and Sale dated April 30, 1997 by and
between the Registrant and Minnesota Mining and
Manufacturing Company. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request (filed as Exhibit 99.1 to the
Registrant's Form S-3 Registration Statement (Reg. No. 333-
26407) and incorporated herein by reference).
10.43 -- Stock Purchase Agreement dated April 11, 1997 by and among
the Registrant, Van Wagner Communications, Inc., Richard M.
Schaps and Jason Perline. The Exhibit contains a list
briefly identifying the contents of Schedules and Exhibits,
some of which have been omitted. The Registrant agrees to
furnish supplementally a copy of any omitted Schedule or
Exhibit to the Commission upon request (filed as Exhibit
99.2 to the Registrant's Form S-3 Registration Statement
(Reg. No. 333-26407) and incorporated herein by reference).
10.44 -- Signboard Easements Sale Agreement dated March 21, 1997
between the Registrant and the Burlington Northern and Santa
Fe Railway Company. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request (filed as Exhibit 99.3 to the
Registrant's Form S-3 Registration Statement (Reg. No.
333-26407) and incorporated herein by reference).
10.45 -- Asset Purchase Agreement dated as of February 24, 1997 by
and between the Registrant and GRTP, Ltd. The Exhibit
contains a list briefly identifying the contents of
Schedules and Exhibits, some of which have been omitted. The
Registrant agrees to furnish supplementally a copy of any
omitted Schedule or Exhibit to the Commission upon request
(filed as Exhibit 99.4 to the Registrant's Form S-3
Registration Statement (Reg. No. 333-26407) and incorporated
herein by reference).
10.46 -- Joint Venture Asset Purchase Agreement dated as of February
28, 1997 by and between the Registrant and Reynolds/Tower
Outdoor Sign Joint Venture. The Exhibit contains a list
briefly identifying the contents of Schedules and Exhibits,
some of which have been omitted. The Registrant agrees to
furnish supplementally a copy of any omitted Schedule or
Exhibit to the Commission upon request (filed as Exhibit
99.5 to the Registrant's Form S-3 Registration Statement
(Reg. No. 333-26407) and incorporated herein by reference).
10.47 -- Joint Venture Asset Purchase Agreement dated as of February
28, 1997 by and between the Registrant and Reynolds/McCrary
Joint Venture. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request (filed as Exhibit 99.6 to the
Registrant's Form S-3 Registration Statement (Reg. No. 333-
26407) and incorporated herein by reference).
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.48 -- Joint Venture Asset Purchase Agreement dated as of February
28, 1997 by and between the Registrant and RV Outdoor Sign
Joint Venture. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant Agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request (filed as Exhibit 99.7 to the
Registrant's Registration Statement on Form S-3 (Reg. No.
333-26407) and incorporated herein by reference).
10.49 -- Asset Purchase Agreement dated as of January 21, 1997 by and
among the Registrant and Scadron Enterprises, Robert B.
Scadron, Jeffrey Scadron and Barry Scadron. The Exhibit
contains a list briefly identifying the contents of
Schedules and Exhibits, some of which have been omitted. The
Registrant Agrees to furnish supplementally a copy of any
omitted Schedule or Exhibit to the Commission upon request
(filed as Exhibit 99.8 to the Registrant's Registration
Statement on Form S-3 (Reg. No. 333-26407) and incorporated
herein by reference).
10.50 -- Asset Purchase Agreement dated as of December 27, 1996 by
and among the Registrant, Villepigue Outdoor Advertising
Corporation, Villepigue International Advertising, Inc.,
S.B. Properties, Inc., Third & Eighth Realty Corp. and
Mobile Outdoor Media, Inc. The Exhibit contains a list
briefly identifying the contents of Schedules and Exhibits,
some of which have been omitted. The Registrant Agrees to
furnish supplementally a copy of any omitted Schedule or
Exhibit to the Commission upon request (filed as Exhibit
99.9 to the Registrant's Registration Statement on Form S-3
(Reg. No. 333-26407) and incorporated herein by reference).
10.51 -- Amendment dated as of March 12, 1997 to the Fourth amended
and Restated Credit Agreement dated as of October 22, 1996,
among the Registrant, Mediacom Inc., the several banks and
other financial institutions parties thereto and Canadian
Imperial Bank of Commerce as administrative agent (filed as
Exhibit 99.10 to the Registrant's Registration Statement on
Form S-3 (Reg. No. 333-26407) and incorporated herein by
reference).
10.52 -- Second Amendment dated as of May 9, 1997 to the Fourth
Amended and Restated Credit Agreement dated as of October
22, 1996, as amended, among the Registrant, Mediacom Inc.,
the several banks and other financial institutions parties
thereto and Canadian Imperial Bank of Commerce as
administrative agent (filed as Exhibit 99.11 to the
Registrant's Registration Statement on Form S-3 (Reg. No.
333-26407) and incorporated herein by reference).
10.53 -- Amendment No. 1 dated as of May 22, 1997 to Stock Purchase
Agreement dated April 11, 1997 by and among Richard M.
Schaps, Jason Perline, Van Wagner Communications, Inc. and
the Registrant (filed as Exhibit 99.1 to the Registrant's
Current Report on Form 8-K dated May 28, 1997 and
incorporated herein by reference).
10.54 -- Underwriting Agreement dated May 22, 1997 by and among the
Registrant, the selling stockholders named therein, Alex.
Brown & Sons Incorporated, Donaldson, Lufkin & Jenrette
Securities Corporation, CIBC Wood Gundy Securities Corp.,
Montgomery Securities and Prudential Securities Corporation
(filed as Exhibit 99.2 to the Registrant's Current Report on
Form 8-K dated May 28, 1997 and incorporated herein by
reference).
10.55 -- Amendment No. 1 dated June 2, 1997 to Underwriting Agreement
dated May 22, 1997 by and among the Registrant, the selling
stockholders named therein, Alex. Brown & Sons Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation, CIBC
Wood Gundy Securities Corp., Montgomery Securities and
Prudential Securities Corporation (filed as Exhibit 99.1 to
the Registrant's Current Report on Form 8-K dated June 4,
1997 and incorporated herein by reference).
10.56 -- Purchase Agreement dated June 17, 1997 among the Registrant,
its United States subsidiaries, CIBC Wood Gundy Securities
Corp., Alex. Brown & Sons Incorporated and Donaldson, Lufkin
& Jenrette Securities Corporation (filed as Exhibit 99.1 to
the Registrant's Registration Statement on Form S-4 (Reg.
No. 333-30957) and incorporated herein by reference).
10.57 -- Registration Rights Agreement dated June 17, 1997 among the
Registrant, the Guarantors named therein, CIBC Wood Gundy
Securities Corp., Alex. Brown & Sons Incorporated and
Donaldson, Lufkin & Jenrette Securities Corporation (filed
as Exhibit 99.2 to the Registrant's Registration Statement
on Form S-4 (Reg. No. 333-30957) and incorporated herein by
reference).
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <C> <S>
10.58 -- Asset Purchase Agreement dated August 15, 1997, by and
between the Registrant and The Lamar Corporation (filed as
Exhibit 99.2 to the Registrant's Current Report on Form 8-K
dated August 29, 1997 and incorporated herein by reference).
10.59 -- Fifth Amended and Restated Credit Agreement, dated as of
August 15, 1997, among the Registrant, Mediacom Inc., the
several lenders parties thereto and Canadian Imperial Bank
of Commerce, as agent (filed as Exhibit 99.3 to the
Registrant's Current Report on Form 8-K dated August 29,
1997 and incorporated herein by reference).
10.60 -- 1966 Non-Employee Director Stock Option Plan (filed as
Exhibit 99.3 to the Registrant's Registration Statement on
Form S-8 (Reg. No. 333-38589) and incorporated herein by
reference).*
10.61 -- Stock Purchase Agreement dated November 7, 1997 among the
Registrant, Salm Enterprises, Inc., Joslyn Stuart and
Hillary Salm. The Exhibit contains a list briefly
identifying the contents of Schedules and Exhibits, some of
which have been omitted. The Registrant agrees to furnish
supplementally a copy of any omitted Schedule or Exhibit to
the Commission upon request.+
10.62 -- Asset Purchase Agreement dated November 25, 1997 by and
between the Registrant and Outdoor Media Group, Inc. The
Exhibit contains a list briefly identifying the contents of
Schedules and Exhibits, some of which have been omitted. The
Registrant agrees to furnish supplementally a copy of any
omitted Schedule or Exhibit to the Commission upon request.+
10.63 -- Incentive Bonus Plan for the Chief Executive Officer (filed
as Annex A to the Registrant's Proxy Statement dated April
30, 1997 and incorporated herein by reference).*
21.1 -- Subsidiaries of the Registrant+
23.1 -- Consent of Deloitte & Touche LLP
27.1 -- Financial Data Schedule for the years ended December 31,
1997 and 1996
27.2 -- Financial Data Schedule for the interim periods in the year
ended December 31, 1997
27.3 -- Financial Data Schedule for the interim periods in the year
ended December 31, 1996
</TABLE>
- ---------------
* Indicates management contract or compensatory plan or arrangement.
+ Filed as Exhibit of same number to the Annual Report on Form 10-K for fiscal
year 1997 as originally filed.
<PAGE> 1
EXHIBIT 23.1
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 reports dated February 3,
1998, except for the last paragraph of Note 9, for which the date is March 17,
1998, appearing in this Annual Report on Amendment No. 1 to Form 10-K (10-K/A),
of Outdoor Systems, Inc. for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
March 25, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> DEC-31-1997 DEC-31-1996
<CASH> 5,897 11,887
<SECURITIES> 0 0
<RECEIVABLES> 119,745 56,975
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 176,901 97,174
<PP&E> 1,598,011 742,144
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 2,229,157 933,455
<CURRENT-LIABILITIES> 115,672 61,032
<BONDS> 0 606,409
0 0
0 0
<COMMON> 1,211 904
<OTHER-SE> 0 287,275
<TOTAL-LIABILITY-AND-EQUITY> 2,229,157 933,455
<SALES> 0 0
<TOTAL-REVENUES> 471,004 173,116
<CGS> 0 0
<TOTAL-COSTS> 0 101,051
<OTHER-EXPENSES> 341,065 22,555
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 87,150 32,489
<INCOME-PRETAX> 40,696 24,536
<INCOME-TAX> 18,485 10,200
<INCOME-CONTINUING> 22,211 14,336
<DISCONTINUED> 0 0
<EXTRAORDINARY> (6,773) (17,780)
<CHANGES> 0 0
<NET-INCOME> 15,438 (3,444)
<EPS-PRIMARY> .14 (.10)
<EPS-DILUTED> .13 (.09)
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<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 4,921 318,430 18,674
<SECURITIES> 0 0 0
<RECEIVABLES> 59,402 67,168 96,838
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 95,471 415,673 160,375
<PP&E> 849,653 1,005,458 1,592,258
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 1,038,845 1,559,210 2,172,440
<CURRENT-LIABILITIES> 69,871 41,437 106,928
<BONDS> 0 0 1,371,315
0 0 0
0 0 0
<COMMON> 904 807 807
<OTHER-SE> 287,551 681,866 689,261
<TOTAL-LIABILITY-AND-EQUITY> 1,038,845 1,559,210 2,172,440
<SALES> 0 0 0
<TOTAL-REVENUES> 80,080 179,644 311,635
<CGS> 0 0 0
<TOTAL-COSTS> 51,332 110,400 181,822
<OTHER-EXPENSES> 11,635 25,164 48,205
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 15,922 32,029 55,508
<INCOME-PRETAX> 1,191 12,051 26,100
<INCOME-TAX> 500 5,001 11,307
<INCOME-CONTINUING> 691 7,050 14,793
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 (6,773) (6,773)
<CHANGES> 0 0 0
<NET-INCOME> 691 277 8,020
<EPS-PRIMARY> .01 .01 .07
<EPS-DILUTED> .01 .01 .07
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JAN-01-1996 JAN-01-1996
<PERIOD-END> MAR-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 2,198 2,655 12,655
<SECURITIES> 0 0 0
<RECEIVABLES> 9,810 9,649 50,420
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 14,898 15,070 0
<PP&E> 110,375 112,457 731,932
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 135,863 160,545 947,471
<CURRENT-LIABILITIES> 4,406 7,188 40,117
<BONDS> 141,569 0 602,623
0 0 0
13,889 0 0
<COMMON> 4 120 207
<OTHER-SE> (28,902) 10,304 286,796
<TOTAL-LIABILITY-AND-EQUITY> 135,863 160,545 947,471
<SALES> 0 0 0
<TOTAL-REVENUES> 16,945 36,527 78,296
<CGS> 0 0 0
<TOTAL-COSTS> 8,937 18,364 43,436
<OTHER-EXPENSES> 2,561 5,259 11,147
<LOSS-PROVISION> 184 368 0
<INTEREST-EXPENSE> 4,152 7,929 17,269
<INCOME-PRETAX> 1,295 4,975 13,788
<INCOME-TAX> 518 1,990 5,636
<INCOME-CONTINUING> 5,447 2,985 8,152
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 844 (13,230)
<CHANGES> 0 0 0
<NET-INCOME> 777 2,141 (5,078)
<EPS-PRIMARY> 0.00 (.01) (.12)
<EPS-DILUTED> 0.00 (.01) (.11)
</TABLE>
