<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 filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 2 of 9 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arte R. Moreno
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 25,862,629*
OWNED BY ---------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 7,827,602*
WITH ---------------------------------------------------------
9 SOLE DISPOSITIVE POWER
25,862,629*
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,479,396*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,690,231*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* As adjusted for the three-for-two stock split 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 9 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BRN Properties Limited Partnership
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
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) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Arizona
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,121,266*
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 4,348,206*
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,121,266*
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,469,472*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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14 TYPE OF REPORTING PERSON
PN
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* As adjusted for the three-for-two stock split effected July 22, 1996, November
22, 1996, July 3, 1997, December 31, 1997 and May 29, 1998.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 4 of 9 Pages
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carole D. Moreno
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY -0-
OWNED BY ----------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 3,429,396*
WITH ----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,524,176*
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,429,396*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* As adjusted for the three-for-two stock split effected July 22, 1996, November
22, 1996, July 3, 1997, December 31, 1997 and May 29, 1998.
<PAGE> 5
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 5 of 9 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, 3 and 4 of this Amendment No. 3.
Of the 25,862,629 shares of Common Stock as to which Mr.
Moreno has sole voting and dispositive power, (i) 4,121,266
shares are held of record by BRN Properties Limited
Partnership ("BRN"), Mr. Moreno's family limited partnership,
2502 N. Black Canyon Hwy., Phoenix, Arizona 85009, and (ii)
15,063,578 shares may be purchased by Mr. Moreno pursuant to
options granted by the Issuer which are currently exercisable
or become exercisable within 60 days of the date hereof.
Mr. Moreno is the general partner of BRN. Mr. Moreno disclaims
beneficial ownership of the shares of Common Stock of the
Issuer held by BRN except to the extent of his partnership
interest.
Of the 7,827,602 shares of Common Stock as to which Mr. Moreno
has shared voting power, (i) 4,348,206 shares are held by M-K
Link and certain transferees thereof (see Item 6), (ii)
3,429,396 are held by Mr. Moreno and his wife as joint
tenants, and (iii) 50,000 shares are held by the Arturo R. and
Carole D. Moreno Foundation (the "Moreno Family Foundation"),
a charitable foundation of which Mr. Moreno is President and a
member of the Board of Directors. Mr. Moreno shares voting
control with William S. Levine with respect to the shares held
by M-K Link and such transferees.
(b) 1702 E. Highland Suite 310
Phoenix, Arizona 85009
(c) Mr. Moreno is President and Chief Executive Officer and a
member of the Board of Directors of the Issuer.
(d) None of Mr. Moreno, Mrs. Moreno or BRN has, during the last
five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of Moreno, Mrs. Moreno or BRN has been, during the last
five years, a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of
which proceeding either of them has been or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect
to such laws.
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SCHEDULE 13D
CUSIP No. 690057-10-4 Page 6 of 9 Pages
(f) Both Mr. Moreno and Mrs. Moreno are citizens of the United
States. BRN is organized under the laws of the State of
Arizona.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OF OTHER CONSIDERATION.
See Item 4 on pages 2, 3 and 4 of this Amendment No. 3. Mr. Moreno
acquired 6,727,785 of the shares of Common Stock held by him upon the
exercise of an option to purchase shares from M-K Link for an aggregate
purchase price of $935,136. Mr. Moreno paid such exercise price from
personal funds. BRN acquired the shares of Common Stock held by it by a
contribution from Mr. Moreno. Mrs. Moreno became beneficial owner of
the shares of Common Stock held by her as a result of the transfer by
Mr. Moreno from himself as sole holder to himself and Mrs. Moreno as
joint tenants.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Moreno, Mrs. Moreno and BRN hold all of the Company's securities
held by them beneficially and of record for investment purposes. Mr.
Moreno, Mrs. Moreno and/or BRN may acquire additional shares of Common
Stock in the future for investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) See Items 11 and 13 on pages 2, 3 and 4 of this Amendment No.
3. Mr. Moreno disclaims beneficial ownership of the shares of
Common Stock of the Issuer beneficially owned by BRN except to
the extent of his partnership interest and disclaims
beneficial ownership of the shares held by M-K Link. Mr.
Moreno also disclaims beneficial ownership of the shares held
by the Moreno Family Foundation.
(b) See Items 7 through 10 on pages 2, 3 and 4 of this Amendment
No. 3.
Item 7 on page 2 includes (i) 4,121,266 shares of Common Stock
held of record by BRN, and (ii) 15,063,578 shares of Common
Stock subject to options granted by the Issuer to Mr. Moreno,
which are currently exercisable or become exercisable within
60 days of the date hereof.
Item 8 on page 2 includes (i) 3,429,396 shares of Common Stock
held by Mr. Moreno and his wife, Carole D. Moreno, as joint
tenants, (ii) 4,348,206 shares held by M-K Link and certain
transferees thereof that are subject to the Stockholders'
Agreement referenced in Item 6 below, and (iii) 50,000 shares
held by the Moreno Family Foundation.
Item 8 on page 3 includes the shares held by M-K Link and
certain transferees thereof that are subject to the
Stockholders' Agreement; BRN is an express third party
beneficiary of the Stockholders' Agreement.
(c) None of Mr. Moreno, Mrs. Moreno or BRN effected any
transactions in Common Stock of the Issurer in the last 60
days.
(d) The Stockholders' Agreement referred to in Item 6 was entered
into on April 15, 1996.
(e) Mr. Moreno shares with William S. Levine, the Chairman of the
Board of Directors and a stockholder of the Issuer, the right
to vote the 4,348,206 shares held by M-K Link and certain
transferees thereof pursuant to the Stockholders' Agreement
referenced in Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
<PAGE> 7
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 7 of 9 Pages
Mr. Moreno, Ms. Moreno and BRN are parties to a Stockholders Agreement
(the "Infinity Stockholders Agreement"), dated as of May 27, 1999,
among Infinity Broadcasting Corporation ("Infinity"), Mr. Moreno,
William S. Levine, the Chairman of the Board and stockholder of the
Issuer, Ms. Moreno, Levine Investments Limited Partnership and BRN.
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. Moreno, Ms. Moreno and BRN
have agreed to vote (or cause to be voted) the shares beneficially
owned by them (other than the Moreno 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. Moreno is a party to a Stockholders' Agreement dated as of April
15, 1996 (the "Stockholders' Agreement") among M-K Link, Mr. Moreno
and William S. Levine. Pursuant to the Stockholders' Agreement, M-K
Link is prohibited from transferring any shares of Common Stock held
by it, except for specifically permitted transfers among the family
members of Stephen J. Haberkorn, pledges in connection with bona fide
loans, transfers pursuant to public offerings, transactions permitted
by Rule 144 (provided that no takeover proposal, as defined in the
Stockholders' Agreement, is pending) and certain other transactions
approved by the Issuer. The Stockholders' Agreement also grants
Messrs. Levine and Moreno a right of first refusal with respect to any
shares of Common Stock that M-K Link proposes to transfer in any
transfer other than that specifically permitted by the Stockholders'
Agreement. Finally, the Stockholders' Agreement grants to Mr. Levine
and Mr. Moreno joint and several rights to exercise all voting rights
of Common Stock owned by M-K Link in elections of directors, or in
connection with approval or disapproval of mergers, consolidations or
other proposals related to acquisitions by the Issuer, or any other
matters submitted to stockholders for a vote. The Stockholders'
Agreement remains in full force and effect for so long as each of
Messrs. Levine and Moreno holds office as a director or officer of the
Issuer or holds employment or consulting positions with the Issuer, or
until M-K Link no longer holds shares of Common Stock of the Issuer.
Upon the transfer by M-K Link of shares of Common Stock to certain
related parties, these transferees have become subject to the
Stockholders' Agreement. BRN is an express third party beneficiary of
the Stockholders' Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Stockholders' Agreement dated as of April 15, 1996 by and
between M-K Link, Arte R. Moreno and William S. Levine.
(Incorporated by reference to the Issuer's Registration
Statement on Form S-1, File No. 333-1582, as filed with the
Commission on February 22, 1996.)
2. Joint Filing Agreement dated as of August 26, 1997 by and
between Arte R. Moreno, Carole D. Moreno and BRN Properties
Limited Partnership. (Filed as Exhibit 3 to Amendment No. 1 to
Schedule 13D filed with the Commission on August 28, 1997.)
<PAGE> 8
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 8 of 9 Pages
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> 9
SCHEDULE 13D
CUSIP No. 690057-10-4 Page 9 of 9 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/ ARTE R. MORENO
----------------------------------
Arte R. Moreno
/s/ CAROLE D. MORENO
----------------------------------
Carole D. Moreno
BRN PROPERTIES LIMITED PARTNERSHIP
By: /s/ ARTE R. MORENO
------------------------------
Arte R. Moreno
General Partner
<PAGE> 10
EXHIBIT INDEX
1. Stockholders' Agreement dated as of April 15, 1996 by and
between M-K Link, Arte R. Moreno and William S. Levine.
(Incorporated by reference to the Issuer's Registration
Statement on Form S-1, File No. 333-1582, as filed with the
Commission on February 22, 1996.)
2. Joint Filing Agreement dated as of August 26, 1997 by and
between Arte R. Moreno, Carole D. Moreno and BRN Properties
Limited Partnership. (Filed as Exhibit 3 to Amendment No. 1 to
Schedule 13D filed with the Commission on August 28, 1997.)
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.)
