<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
OUTDOOR SYSTEMS, INC.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
690057-10-4
(CUSIP Number)
Bill M. Beverage, 2502 N. Black Canyon Hwy., Phoenix, Arizona 85009
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 27, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William S. Levine
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 29,733,546*
OWNED BY -------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
4,654,206*
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
29,733,546*
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
306,000*
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,387,752*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.6%
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14 TYPE OF REPORTING PERSON
IN
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* As adjusted for the three-for-two stock splits effected July 22, 1996,
November 22, 1996, July 3, 1997, December 31, 1997 and May 29, 1998.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Levine Investments Limited Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 29,733,321*
OWNED BY -------------------------------------------------
EACH REPORTING 8 SHARED VOTING POWER
PERSON WITH
4,348,206*
-------------------------------------------------
9 SOLE DISPOSITIVE POWER
29,733,321*
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,081,527*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.5%
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14 TYPE OF REPORTING PERSON
PN
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* As adjusted for the three-for-two stock splits effected July 22, 1996,
November 22, 1996, July 3, 1997, December 31, 1997 and May 29, 1998.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 4 of 8 Pages
This Amendment No. 3 ("Amendment No. 3") to the Statement on Schedule 13D
("Schedule 13D") previously filed by the undersigned with the Securities and
Exchange Commission (the "Commission") with respect to the common stock, $.01
par value ("Common Stock"), of Outdoor Systems, Inc. (the "Issuer"), as amended
by Amendment No. 1 ("Amendment No. 1") filed with the Commission on August 28,
1997 and Amendment No. 2 ("Amendment No. 2") filed with the Commission on
December 16, 1997, further amends the Schedule 13D and restates it in its
entirety.
All information herein concerning the Common Stock of the Issuer has been
adjusted to give effect to three-for-two stock splits effected July 22, 1996,
November 22, 1996, July 3, 1997, December 31, 1997 and May 29, 1998.
ITEM 1. SECURITY AND ISSUER.
See page 1 of this Amendment No. 3.
ITEM 2. IDENTITY AND BACKGROUND.
(a) See Items No. 1 on pages 2 and 3 of this Amendment No. 3. Of
the 29,733,546 shares of Common Stock as to which Mr. Levine
is indicated as having sole voting and dispositive power, (i)
225 shares are owned by Mr. Levine directly and (ii)
29,733,321 shares are held of record by Levine Investments
Limited Partnership ("Levine Investments"), Mr. Levine's
family limited partnership, 1702 E. Highland, Suite 310,
Phoenix, Arizona 85016. The shares of Common Stock as to which
Mr. Levine is indicated as having shared voting power consist
of 4,348,206 shares of Common Stock owned by M-K Link
Investments Limited Partnership ("M-K Link") and certain
transferees over which Mr. Levine shares voting control with
Arte R. Moreno and over which Messrs. Levine and Moreno have
certain rights of first refusal with respect to certain
private sales and 306,000 owned by the William S. and Ina
Levine Foundation (the "Levine Family Foundation"), a
charitable organization.
Mr. Levine is the general partner of Levine Investments. Mr.
Levine disclaims beneficial ownership of the shares of Common
Stock beneficially owned by Levine Investments, except to the
extent of his partnership interest. Mr. Levine is President
and a member of the Board of Directors of the Levine Family
Foundation and, by virtue of such position, may be deemed to
share voting and dispositive power over the shares held by it.
Mr. Levine disclaims beneficial ownership of the shares held
by the Levine Family Foundation.
(b) 1702 E. Highland, Suite 310
Phoenix, Arizona 85016
(c) Mr. Levine is Chairman of the Board of the Issuer.
(d) Neither Mr. Levine nor Levine Investments have, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither Mr. Levine nor Levine Investments have been, during
the last five years, a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which proceeding either of them has been or is
subject to a judgment, decree or final order enjoining
<PAGE> 5
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 5 of 8 Pages
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Levine is a citizen of the United States. Levine
Investments is formed under the laws of the State of Arizona.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
See Items 4 on pages 2 and 3 of this Amendment No. 2. The source of
funds for the acquisition of the shares by Mr. Levine directly (see
Item 2(a) above) was personal funds. Levine Investments acquired
1,017,585 of its shares of Common Stock upon the exercise of an option
to purchase shares from M-K Link for an aggregate purchase price of
$141,440. The source of such funds was internally available funds.
Levine Investments acquired the balance of its shares by a contribution
from Mr. Levine.
ITEM 4. PURPOSE OF TRANSACTION.
Both Mr. Levine and Levine Investments hold all securities held by them
beneficially and of record for investment purposes. Mr. Levine and/or
Levine Investments may acquire additional shares of Common Stock in the
future for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Items 11 and 13 on pages 2 and 3 of this Amendment No. 3.
Mr. Levine disclaims beneficial ownership of the shares of
Common Stock of the Issuer beneficially owned by Levine
Investments except to the extent of his partnership interest
and disclaims beneficial ownership of the shares held by M-K
Link.
Mr. Levine disclaims beneficial ownership of the shares held
by the Levine Family Foundation.
(b) See Items 7 through 10 on pages 2 and 3 of this Amendment No.
3. Item 8 on each of page 2 and 3 includes 4,348,206 shares
owned by M-K Link and certain transferees that are subject to
the Stockholders' Agreement referred to in Item 6 below. Item
8 on page 2 also includes shares held by the Levine Family
Foundation.
(c) Neither Mr. Levine nor Levine Investments effected any
transactions in Common Stock of the Issuer in the last 60
days.
(d) The Stockholders' Agreement referred to in Item 6 was entered
into on April 15, 1996.
(e) Mr. Levine shares with Arte R. Moreno, the President and Chief
Executive Officer and a director and stockholder of the
Issuer, the right to vote the 4,348,206 shares owned by M-K
Link and certain transferees thereof that are subject to the
Stockholders' Agreement referenced in Item 6 below.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
<PAGE> 6
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 6 of 8 Pages
Mr. Levine and Levine Investments are parties to a Stockholders
Agreement (the "Infinity Stockholders Agreement"), dated as of May
27, 1999, among Infinity Broadcasting Corporation ("Infinity"), Mr.
Levine, Arte R. Moreno, the President, Chief Executive Officer and a
director and stockholder of the Issuer, Carole D. Moreno, Levine
Investments and BRN Properties Limited Partnership. The Infinity
Stockholders Agreement was entered into concurrently and in
connection with the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 27, 1999, among Infinity, the Issuer and
Burma Acquisition Corp., a wholly-owned subsidiary of Infinity
("Subsidiary"), pursuant to which the Issuer shall be merged (the
"Merger") with and into Subsidiary, with the Issuer surviving the
Merger and becoming a wholly-owned subsidiary of Infinity. Pursuant
to the Infinity Stockholders Agreement, Mr. Levine and Levine
Investments have agreed to vote (or cause to be voted) the shares
beneficially owned by them (other than the Levine Family Foundation
shares) and the shares held by M-K Link over which they have voting
rights (see paragraph below) in the following manner: (a) in favor of
the Merger, and the Merger Agreement and the approval of the terms
thereof; (b) against any action or agreement that would result in a
breach in any respect of any covenant, representation or warranty or
any other obligation or agreement of the Issuer under the Merger
Agreement or the Infinity Stockholders Agreement; (c) against any
extraordinary corporate transaction, such as a merger or
consolidation, involving the Issuer or any of its subsidiaries; or
(d) against any other action involving the Issuer or its subsidiaries
that is intended, or could in any manner be expected, to adversely
affect the Merger and any transactions contemplated by the Merger
Agreement and the Infinity Stockholders Agreement.
Mr. Levine is a party to a Stockholders' Agreement (the
"Stockholders' Agreement") dated as of April 15, 1996 among M-K Link,
Mr. Levine and Arte R. Moreno, the President, Chief Executive Officer
and a director and stockholder of the Issuer. Pursuant to the
Stockholders' Agreement, M-K Link is prohibited from transferring any
shares of Common Stock held by it, except for specifically permitted
transfers among the family members of Stephen J. Haberkorn, pledges
in connection with bona fide loans, transfers pursuant to public
offerings, transactions permitted by Rule 144 (provided that no
takeover proposal, as defined in the Stockholders' Agreement, is
pending), and certain other transactions approved by the Issuer. The
Stockholders' Agreement also grants Messrs. Levine and Moreno a right
of first refusal with respect to any shares of Common Stock that M-K
Link proposes to transfer in any transfer other than that
specifically permitted by the Stockholders' Agreement. Finally, the
Stockholders' Agreement grants to Mr. Levine and Mr. Moreno joint and
several rights to exercise all voting rights with respect to shares
of Common Stock owned by M-K Link in elections of directors, voting
for approval or disapproval of mergers, consolidations or other
proposals related to acquisitions by the Issuer, or any other matters
submitted to stockholders of the Issuer for a vote. The Stockholders'
Agreement remains in full force and effect for so long as each of
Messrs. Levine and Moreno holds office as a director or officer of
the Issuer or holds employment or consulting positions with the
Issuer, or until M-K Link no longer holds shares of Common Stock of
the Issuer. Upon the transfer by M-K Link of shares of Common Stock
to certain related parties, these transferees became subject to the
Stockholders' Agreement. Levine Investments is an express third-party
beneficiary of the Stockholders' Agreement.
<PAGE> 7
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 7 of 8 Pages
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Stockholders' Agreement dated as of April 15, 1996 by and
between M-K Link Investments Limited Partnership, Arte R.
Moreno and William S. Levine. (Incorporated by reference to
the Issuer's Registration Statement on Form S-1, File No.
333-1582, as filed with the Commission on February 22, 1996.)
2. Joint Filing Agreement dated as of August 26, 1997 by and
between William S. Levine and Levine Investments Limited
Partnership. (Filed as Exhibit No. 3 to Amendment No. 1 to
Schedule 13D as filed with the Commission on August 28, 1997.)
3. Stockholders Agreement, dated as of May 27, 1999, among
Infinity Broadcasting Corporation, William S. Levine, Arturo
R. Moreno, Carole D. Moreno, Levine Investments Limited
Partnership and BRN Properties Limited Partnership. (Filed as
Exhibit 99.2 to the Issuer's Current Report on Form 8-K dated
June 3, 1999.)
<PAGE> 8
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Date: June 10, 1999
/s/ WILLIAM S. LEVINE
----------------------------------------
William S. Levine
LEVINE INVESTMENTS LIMITED PARTNERSHIP
By: /s/ WILLIAM S. LEVINE
------------------------------------
William S. Levine
General Partner
<PAGE> 9
EXHIBIT INDEX
1. Stockholders' Agreement dated as of April 15, 1996 by and
between M-K Link Investments Limited Partnership, Arte R.
Moreno and William S. Levine. (Incorporated by reference to
the Issuer's Registration Statement on Form S-1, File No.
333-1582, as filed with the Commission on February 22, 1996.)
2. Joint Filing Agreement dated as of August 26, 1997 by and
between William S. Levine and Levine Investments Limited
Partnership. (Filed as Exhibit No. 3 to Amendment No. 1 to
Schedule 13D as filed with the Commission on August 28, 1997.)
3. Stockholders Agreement, dated as of May 27, 1999, among
Infinity Broadcasting Corporation, William S. Levine, Arturo
R. Moreno, Carole D. Moreno, Levine Investments Limited
Partnership and BRN Properties Limited Partnership. (Filed as
Exhibit 99.2 to the Issuer's Current Report on Form 8-K dated
June 3, 1999.)
