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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNIVERSAL OUTDOOR HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Shares of Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
91377M105
-----------------------------------
(CUSIP Number)
CLEAR CHANNEL COMMUNICATIONS, INC.
200 Concord Plaza
Suite 600
San Antonio, Texas 78216-6940
Tel. No.: (210) 822-2828
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
-with copies to-
Stephen C. Mount, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1500 NationsBank Plaza
300 Convent Street
San Antonio, Texas 78205
(210) 270-0800
October 23, 1997
-----------------------------------
(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 / /.
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).
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SCHEDULE 13D
CUSIP NO. 91377M105-8 PAGE 1 of 10 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Clear Channel Communications, Inc. - 74-1787539
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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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
Texas
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7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,440,300
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,440,300
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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)
20.67%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of common stock, par value $0.01
per share ("Common Stock")
Issuer: Universal Outdoor Holdings, Inc. ("Issuer")
311 South Wacker Drive
Suite 6400
Chicago, Illinois 60606
Tel. No. (312) 431-0822
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) Clear Channel Communications, Inc. is a Texas
corporation, ("Clear Channel") whose principal business is radio and television
broadcasting and outdoor advertising. The address of Clear Channel's principal
office is 200 Concord Plaza, Suite 600, San Antonio, Texas 78216-6940.
Schedule I to this Schedule 13D lists each executive officer and director of
Clear Channel.
(d) - (e) During the last five years, Clear Channel and the persons
listed in Schedule I have not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and have not been
parties to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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 violations with respect to such
laws.
(f) Each person listed in Schedule I is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
Not Applicable.
ITEM 4. PURPOSE OF THE TRANSACTION
(a) - (b) Pursuant to an Agreement and Plan of Merger dated as of
October 23, 1997 (the "Merger Agreement"), among Clear Channel, UH Merger Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of Clear Channel
("Merger Sub"), and the Issuer, and subject to the conditions set forth therein
(including approval by the stockholders of the Issuer) Merger Sub will be
merged with and into Issuer (the "Merger") with each share of Issuer's Common
Stock being converted into the right to receive .67 shares of Clear Channel's
common stock, $.10 par value per share.
Page 2 of 10 Pages
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The description contained in this Item 4 of the transactions
contemplated by the Merger Agreement is qualified in its entirety by reference
to the full text of the Merger Agreement, which is incorporated herein by
reference and filed as Exhibit 2 hereto.
As an inducement to Clear Channel to enter into the Merger
Agreement, each of Brian T. Clingen and Daniel L. Simon (together the "Voting
Agreement Stockholders") have entered into Voting Agreements dated October 23,
1997 (the "Voting Agreements) with Clear Channel. Pursuant to the Voting
Agreements, the Voting Agreement Stockholders have agreed to vote the shares of
Issuer's Common Stock owned by them: (i) in favor of the Merger and approving
and adopting the terms contemplated by the Merger Agreement, (ii) against any
action or agreement that could result in a breach of any covenant,
representation or warranty or any other obligation of the Issuer under the
Merger Agreement and (iii) against (A) any extraordinary corporate transaction,
(B) a sale or transfer of a material amount of the assets of the Issuer, (C)
any change in the Issuer's officers or board of directors, (D) any change in
the current corporate structure or business of Issuer and (E) any action
intended to materially impede or interfere with the Merger. To Clear Channel's
knowledge, the number of shares of Clear Channel's Common Stock beneficially
owned by each of the Voting Agreement Stockholders is set forth on Schedule II
to this Schedule 13D.
Clear Channel did not pay any additional consideration to any
Voting Agreement Stockholder in connection with the execution and delivery of
the Voting Agreements. The description contained in this Item 4 of the
transactions contemplated by the Voting Agreements is qualified in its entirety
by reference to the full text of the Voting Agreements which are incorporated
by reference herein and filed as Exhibits 99.1 and 99.2 hereto.
(c) Not applicable.
(d) Upon consummation of the Merger, Issuer will become a
wholly-owned subsidiary of Clear Channel and the Board of Directors of Issuer
shall be the directors of Merger Sub.
(e) None, other than as a result of the Merger described in Item 3
above.
(f) Upon consummation of the Merger, Issuer will become a
wholly-owned subsidiary of Clear Channel.
(g) None.
(h) Upon consummation of the Merger, the Issuer's Common Stock
will cease to be quoted on any quotation system or exchange.
Page 3 of 10 Pages
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(i) Upon consummation of the Merger, the Issuer's Common Stock will
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Exchange Act.
(j) Other than as described above, Clear Channel currently has no
plan or proposals which relate to, or may result in, any of the matters listed
in Items 4(a)-(j) of Schedule 13D (although Clear Channel reserves the right to
develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the Voting Agreements, Clear Channel has shared
power to vote an aggregate of 5,440,300 shares of Issuer's Common Stock for the
limited purposes described in Item 4 above, and such shares constitute
approximately 20.67% of the issued and outstanding shares of Issuer's Common
Stock as of October 22, 1997.
To Clear Channel's knowledge, no shares of the Issuer's Common Stock
are beneficially owned by any of the persons named in Schedule I to this
Schedule 13D.
(b) Schedule II sets forth the persons with whom Clear Channel
shares voting power of the Issuer's Common Stock covered by this Schedule 13D.
Schedule III to this Schedule 13D sets forth the name, present
principal occupation or employment and business address of each person with
whom Clear Channel shares the power to vote or to direct the vote or to dispose
or direct the disposition of Issuer's Common Stock.
During the past five years, to Clear Channel's knowledge, no person
named in Schedule II to this Schedule 13D, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and to Clear
Channel's knowledge, no person named in Schedule II to this Schedule 13D has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violation with respect to such laws.
To Clear Channel's knowledge, all persons named in Schedule
II to this Schedule 13D are United States citizens.
(c) Clear Channel, has not affected any transaction in the Issuer's
Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Page 4 of 10 Pages
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ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described herein, to Clear Channel's knowledge, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and any
person with respect to any securities of the Issuer including but not limited
to transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 2 Agreement and Plan of Merger dated as of October 23,
1997, among Universal Outdoor Holdings,
Inc., Clear Channel Communications, Inc. and
UH Merger Sub, Inc.*
Exhibit 99.1 Voting Agreement dated as of October 23,
1997 by and among Clear Channel
Communications, Inc. and Daniel L. Simon.*
Exhibit 99.2 Voting Agreement dated as of October 23,
1997 by and among Clear Channel
Communications, Inc. and Brian T. Clingen.*
*Incorporated by reference herein to Clear Channel's Current Report on Form 8-K
filed with the Securities and Exchange Commission on November 3, 1997.
Page 5 of 10 Pages
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Signature
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 3, 1997
CLEAR CHANNEL COMMUNICATIONS, INC.
By: /s/ Herbert W. Hill, Jr.
---------------------------------
Herbert W. Hill, Jr.
Senior Vice President and
Chief Accounting Officer
Page 6 of 10 Pages
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SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF CLEAR CHANNEL
Name Principal Occupation or Employment
- ---- ----------------------------------
L. Lowry Mays Chairman and Chief Executive Officer
Mark P. Mays President and Chief Operating Officer
Randall T. Mays Senior Vice President/Chief Financial Officer
Herbert W. Hill, Jr. Senior Vice President/Chief Accounting Officer
Kenneth E. Wyker Senior Vice President/Legal Affairs
J. Stanley Webb Senior Vice President/Clear Channel Radio and Metroplex
George Sosson Senior Vice President/Radio Operations
James D. Smith Senior Vice President/Capital Asset Management
Dave Ross Vice President/Clear Channel Metroplex
William R. Riordan Executive Vice President/COO Clear Channel Television
All individuals listed above are employed at Clear Channel, 200 Concord Plaza,
Suite 600, San Antonio, Texas 78216-6940.
Karl Eller Chief Executive Officer of Eller Media
Corporation/Director of Clear Channel
Scott Eller President of Eller Media Corporation
Timothy Donmoyer Chief Financial Officer and Executive Vice President
of Eller Media Corporation
Paul Meyer General Counsel and Executive Vice President of Eller
Media Corporation
All individuals listed above are executive officers of Clear Channel through
their employment with Eller Media Corporation, a subsidiary of Clear Channel,
located at 2850 Camelback Road, Suite 300, Phoenix, Arizona 85016.
NON-EMPLOYEE DIRECTORS OF CLEAR CHANNEL
Principal Occupation or Employment
Name and Address of Corporation or
Name Other Organization in which Employed
- ---- ------------------------------------
John H. Williams Senior Vice President
Everen Securities, Inc.
7810 Glen Albens Circle
Dallas, Texas 75225
Alan D.Feld Attorney
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, 41st Floor
Dallas, Texas 75201
Page 7 of 10 Pages
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B.J. McCombs Private Investor
825 Contour
San Antonio, Texas 78212
Theordore H. Strauss Senior Managing Director
Bear, Stearns & Co., Inc.
5100 Park Lane
Dallas, Texas 75220
Page 8 of 10 Pages
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SCHEDULE II
Number of Shares of Percentage of Outstanding
Issuer's Common Stock Shares of Issuer Common
Individual Beneficially Owned Stock as of October 22, 1997
- ---------- ------------------ ----------------------------
Daniel L. Simon 5,315,292 20.19%
Brian T. Clingen 125,008 0.47%
Page 9 of 10 Pages
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SCHEDULE III
Name Principal Employment or Occupation
- ---- ----------------------------------
Daniel L. Simon President of Issuer
311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606
Brian T. Clingen Vice President/Chief Financial Officer of Issuer
311 South Wacker Drive, Suite 6400
Chicago, Illinois 60606
Page 10 of 10 Pages
