1
EXHIBIT 99.1
June 2, 1997
ALEX. XXXXX & SONS INCORPORATED
XXXXXXXXX, LUFKIN & XXXXXXXX
SECURITIES CORPORATION
CIBC WOOD GUNDY SECURITIES CORP.
XXXXXXXXXX SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
c/o ALEX. XXXXX & SONS INCORPORATED
0 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Re: Amendment to the Underwriting Agreement
Ladies and Gentlemen:
Reference is hereby made to the Underwriting Agreement (the
"Underwriting Agreement") dated May 22, 1997 among Outdoor Systems, Inc., a
Delaware corporation (the "Company"), the Selling Shareholders listed on
Schedule II thereto, and the several underwriters (the "Underwriters") named in
Schedule I thereto for whom you are acting as representatives (the
"Representatives"). The Underwriting Agreement provides, among other things, for
the sale to the Underwriters of an aggregate of 13,000,000 shares of the
Company's Common Stock, par value $.01 per share (the "Firm Shares"), and for
the sale of up to 1,950,000 additional shares of the Company's Common Stock (the
"Option Shares") by the Company and certain Selling Shareholders upon the
exercise of the Underwriters' over-allotment option.
The Underwriting Agreement is hereby amended by: (i) deleting Schedule
III thereto and replacing it with the Schedule III attached hereto; and (ii)
deleting the second sentence of paragraph (d) of Section 2 thereof and replacing
it with the following:
"The exact number of Option Shares to be sold by the Company
and each of the Selling Shareholders listed in Schedule III
hereto shall be determined by the Company and such Selling
Shareholders on or prior to the second business day prior to
the Option Closing Date and shall be set forth in a revised
Schedule III delivered by the Company and such Selling
Shareholders; provided, however, that in no event shall the
Company sell less than 975,000 of the Option Shares and that
none of the Selling Shareholders will sell more than 487,500
shares."
All other references to the over-allotment option and Option Shares
contained in the Underwriting Agreement and Schedules thereto shall be deemed to
be amended consistently with the above.
2
Alex. Xxxxx & Sons
June 2, 1997
Page 2.
If the foregoing letter is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicates hereof,
whereupon it will become a binding amendment to the Underwriting Agreement.
Very truly yours,
Outdoor Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Xxxxxxx X. Xxxxxx
Chairman
Selling Shareholders
Xxxxxx Investments Limited Partnership
---------------------------------------------
By: Xxxxxxx X. Xxxxxx
*
---------------------------------------------
Xxxxxx X. and Xxxxxx X. Xxxxxx,
as joint tenants
M-K Link Investments Limited Partnership
*
---------------------------------------------
By: Xxxxxxx X. Xxxxxxxxx
*
---------------------------------------------
Xxxxx X. Xxxxx
* By:
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxx, as Attorney-in-Fact
3
Alex. Xxxxx & Sons
June 2, 1997
Page 3.
The foregoing Amendment to the Underwriting Agreement is hereby confirmed and
accepted as of the date first above written.
ALEX. XXXXX & SONS INCORPORATED
XXXXXXXXX, LUFKIN & XXXXXXXX
SECURITIES CORPORATION
CIBC WOOD GUNDY SECURITIES CORP.
XXXXXXXXXX SECURITIES
PRUDENTIAL SECURITIES INCORPORATED
As Representatives of the several
Underwriters listed on Schedule I
to the Underwriting Agreement
By ALEX. XXXXX & SONS INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Authorized Officer
4
SCHEDULE III
SCHEDULE OF OPTION SHARES
Maximum Number of Percentage of Total
Number of Seller Option Shares to be Sold* Number of Option Shares*
---------------- ------------------------- ------------------------
Outdoor Systems, Inc.
Xxxxxx Investments Limited
Partnership
Xxxxxx X. and Xxxxxx X.
Xxxxxx, as joint tenants
M-K Link Investments
Limited Partnership
* To be completed and revised Schedule to be delivered to the Underwriters
on or prior to the second business day prior to the Option Closing Date.
5
SCHEDULE III
SCHEDULE OF OPTION SHARES*
Maximum Number of Percentage of Total
Number of Seller Option Shares to be Sold Number of Option Shares
---------------- ------------------------ -----------------------
Outdoor Systems, Inc. 1,500,000 76.9
Xxxxxx Investments Limited 250,000 12.8
Partnership
Xxxxxx X. and Xxxxxx X. 0 0.0
Xxxxxx, as joint tenants
M-K Link Investments 200,000 10.3
Limited Partnership
* Delivered to the Underwriters pursuant to the Underwriting Agreement, as
amended.
Dated: June 3, 1997
Outdoor Systems, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx
Chairman
Selling Stockholders listed on
Schedule III to the Underwriting
Agreement, as amended.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------
Xxxxxxx X. Xxxxxx,
as Attorney-in-Fact
