<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 17, 1997
REGISTRATION NO. 333-21717
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNIVERSAL OUTDOOR, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
ILLINOIS 7312 36-2827496
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation) Industrial Classification Identification No.)
Code Number)
</TABLE>
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321 NORTH CLARK STREET, SUITE 1010
CHICAGO, ILLINOIS 60610
(312) 644-8673
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
----------------
PAUL G. SIMON
GENERAL COUNSEL
UNIVERSAL OUTDOOR HOLDINGS, INC.
321 NORTH CLARK STREET, SUITE 1010
CHICAGO, ILLINOIS 60610
(312) 644-8673
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
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<S> <C>
LELAND E. HUTCHINSON STACY J. KANTER
WINSTON & STRAWN SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
35 WEST WACKER DRIVE 919 THIRD AVENUE
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10022
(312) 558-5600 (212) 735-3000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Section 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE (1) REGISTRATION FEE
<S> <C> <C>
9 3/4% Series B Senior Subordinated Exchange Notes due 2006..... $100,000,000 $30,304
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 17th day of April, 1997.
UNIVERSAL OUTDOOR, INC.
By: /s/ PAUL G. SIMON *
-----------------------------------------
Daniel L. Simon
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Act, this Registration Statement has
been signed by the following persons in the capacities and on the date
indicated.
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
President and Chief
/s/ PAUL G. SIMON * Executive Officer
- ------------------------------ (Principal Executive April 17, 1997
Daniel L. Simon Officer) and Director
Vice President and Chief
/s/ PAUL G. SIMON * Financial Officer
- ------------------------------ (Principal Financial and April 17, 1997
Brian T. Clingen Accounting Officer) and
Director
/s/ PAUL G. SIMON *
- ------------------------------ Director April 17, 1997
Michael J. Roche
/s/ PAUL G. SIMON *
- ------------------------------ Director April 17, 1997
Michael B. Goldberg
/s/ PAUL G. SIMON *
- ------------------------------ Director April 17, 1997
Frank K. Bynum, Jr.
* Paul G. Simon executed for such person pursuant to a Power of Attorney
appointing him attorney-in-fact for such person filed with the Commission
pursuant to Amendment No. 1 to this Registration Statement.
II-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<C> <S>
2.1 Plan and Agreement of Merger, dated November 18, 1993, between the Company
and Universal Outdoor II, Inc. (filed as Exhibit 2 to the Company's
Registration Statement on Form S-1 (Commission File No. 33-72710) and
incorporated herein by reference)
2.2* Agreement and Plan of Merger between the Company, Universal Acquisition
Corp. and Outdoor Advertising Holdings, Inc. dated August 27, 1996
2.3* Option and Asset Purchase Agreement between the Company and the
Memphis/Tunica Sellers dated September 12, 1996
2.4** Asset Purchase Agreement by and among Mountain Media, Inc., d/b/a Iowa
Outdoor Displays, Robert H. Lambert and the Company dated September 12,
1996
2.5* Asset Purchase Agreement between the Company and The Chase Company dated
September 11, 1996
2.6** Stock Purchase Agreement, dated as of November 22, 1996, among Revere, the
Company and the Stockholders of Revere
2.7** Asset Purchase Agreement, dated as of December 10, 1996, by and among
Matthew, Matthew Acquisition Corp. and the Company
3.1 Third Amended and Restated Articles of Incorporation (filed as Exhibit 3.1
to Amendment No. 2 to the Company's Registration Statement on Form S-1
(Commission File No. 333-12427) and incorporated herein by reference)
3.2 Second Amended and Restated Bylaws (filed as Exhibit 3.2 to Amendment No.
2 to the Company's Registration Statement on Form S-1 (Commission File
No. 333-12427) and incorporated herein by reference)
4.1** Indenture, dated as of December 16, 1996, between the Company and United
States Trust Company of New York, as Trustee
4.2** Purchase Agreement, dated as of December 11, 1996, among the Company and
the Initial Purchasers relating to the Old Notes
4.3** Form of New Notes
4.4** Registration Rights Agreement, dated as of December 16, 1996, by and among
the Company and the Initial Purchasers
5.1** Opinion of Winston & Strawn
10.1** Consolidated Credit Agreement dated October 31, 1996, among the Company,
certain financial institutions, Bankers Trust Company, as Agent and
LaSalle National Bank, as Co-Agent
10.2 Agreement Regarding Tax Liabilities and Payments dated as of November 18,
1993 by and between Parent and the Company (filed as Exhibit 10(f) to
the Company's Form S-1 Registration Statement (File No. 33-72710) and
incorporated herein by reference)
10.3** Indenture, dated as of October 16, 1996 between the Company and United
States Trust Company of New York as Trustee
12.1** Computation of Ratios
21.1** Subsidiaries of the Company
23.1** Consent of Price Waterhouse LLP
23.2** Consent of Ernst & Young LLP
23.3** Consent of Ernst & Young LLP
23.4** Consent of Arthur Andersen LLP
23.5** Consent of Winston & Strawn (contained in Exhibit 5.1)
24.1** Power of Attorney (included on Signature Page)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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<C> <S>
25.1** Form of Statement of eligibility of Trustee on Form T-1
27 Financial Data Schedule
99.1** Form of Letter of Transmittal
99.2** Form of Notice of Guaranteed Delivery
99.3** Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees
99.4** Form of Letter from Registered Holders to Clients
</TABLE>
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* Filed with Parent's Registration Statement on Form S-1, dated October 9,
1996 (Commission File No. 333-12457) and incorporated herein by reference
** Previously Filed.
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<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND IN
COMPANY'S 10-K FOR THE YEAR AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 21,086
<SECURITIES> 0
<RECEIVABLES> 23,776
<ALLOWANCES> 2,849
<INVENTORY> 629
<CURRENT-ASSETS> 54,349
<PP&E> 426,718
<DEPRECIATION> 44,163
<TOTAL-ASSETS> 681,027
<CURRENT-LIABILITIES> 29,917
<BONDS> 347,941
0
0
<COMMON> 0
<OTHER-SE> 230,984
<TOTAL-LIABILITY-AND-EQUITY> 681,027
<SALES> 84,939
<TOTAL-REVENUES> 76,138
<CGS> 0
<TOTAL-COSTS> 55,350
<OTHER-EXPENSES> 1,398
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,730
<INCOME-PRETAX> 3,660
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,660
<DISCONTINUED> 0
<EXTRAORDINARY> (14,448)
<CHANGES> 0
<NET-INCOME> (10,788)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
