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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): AUGUST 27, 1996
(AUGUST 22, 1996)
OUTDOOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-28256 86-0736400
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2502 NORTH BLACK CANYON HIGHWAY, PHOENIX, ARIZONA 85009
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 246-9569
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
Pursuant to the Asset Purchase Agreement dated July 9, 1996 with
Gannett Co., Inc. ("Gannett") and certain of its direct and indirect
subsidiaries named therein, as amended (the "Asset Purchase Agreement"), on
August 22, 1996 the Registrant completed the acquisition (the "Acquisition") of
substantially all of the assets of the outdoor advertising division of Gannett
for a purchase price of approximately $700 million in cash. In addition, the
Registrant exercised its option to purchase the outdoor operations of Gannett
Outdoor Co. of Texas, Inc., a subsidiary of Gannett, located in Houston, Texas
for approximately $10 million in cash. The consummation of the acquisition of
the Houston assets is subject to certain conditions including the expiration or
early termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.
The Registrant financed the purchase price paid in the Acquisition, the
fees and expenses associated with the Acquisition and the related financing and
the retirement or refinancing of certain existing indebtedness through: (i)
approximately $241 million in net proceeds from the sale of Common Stock in a
public offering consummated concurrently with the closing of the Acquisition;
(ii) revolving credit (including issued letters of credit) and term loans of
approximately US$444 million and C$65 million under its senior credit facility;
and (iii) $180 million of bridge loans under its subordinated credit facility.
In connection with the closing of the Acquisition and the related
financing, the Registrant completed the tender offer and consent solicitation
for its outstanding 10-3/4% Senior Notes due 2003 (the "Existing Notes"), and
paid total consideration of $1,116.25 per $1,000.00 principal amount, plus
accrued and unpaid interest up to, but not including, August 22, 1996. Holders
of all of the Company's outstanding Existing Notes except for $15,000 aggregate
principal amount thereof validly tendered their Existing Notes and consented to
amendments to the indenture governing the Existing Notes required to facilitate
the Acquisition and related financing. The Registrant entered into a
supplemental indenture dated as of August 22, 1996 reflecting the amendments to
the indenture.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1. 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.
99.2. 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.
99.3. 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.
99.4. Third Amended and Restated Credit Agreement dated
August 22, 1996 by and among the Registrant, Canadian
Imperial Bank of Commerce and the other financial
institution parties thereto.
99.5. First Supplemental Indenture dated as of August 22,
1996 by and between the Registrant and United States
Trust Company of New York.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 27, 1996 OUTDOOR SYSTEMS, INC.
By: /s/ Bill M. Beverage
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Name: Bill M. Beverage
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Title: Chief Financial Officer,
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Treasurer and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
99.1. 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.
99.2. 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.
99.3. 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.
99.4 Third Amended and Restated Credit Agreement dated August 22, 1996 by
and among the Registrant, Canadian Imperial Bank of Commerce and the
other financial institution parties thereto.
99.5 First Supplemental Indenture dated as of August 22, 1996 by and
between the Registrant and United States Trust Company of New York.
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