<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNIVERSAL OUTDOOR HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 7312 36-3766705
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation) Classification Code Number) Identification No.)
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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)
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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:
LELAND E. HUTCHINSON STACY J. KANTER
WINSTON & STRAWN SKADDEN, ARPS, SLATE, MEAGHER & FLOM
35 WEST WACKER DRIVE 919 THIRD AVENUE
CHICAGO, ILLINOIS 60601 NEW YORK, NEW YORK 10022
(312) 558-5600 (212) 735-3000
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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. / /
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. /X/ 333-12457
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
<TABLE>
<CAPTION>
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED PER UNIT PRICE FEE (1)
- ------------------- ------------ ---------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per
share ............ 862,500 $ 37.00 $ 31,912,500 $ 9,670.46
</TABLE>
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(1) Registration fee calculated pursuant to Rule 457.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION V OF FORM S-1.
IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION V OF FORM S-1,
THE REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-12457)
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 1996, AS
AMENDED BY AMENDMENT NO. 1 DATED SEPTEMBER 26, 1996, AS AMENDED BY AMENDMENT
NO. 2 DATED OCTOBER 9, 1996, WHICH SUCH REGISTRATION STATEMENT WAS DECLARED
EFFECTIVE ON OCTOBER 9, 1996.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
(a) EXHIBITS. All Exhibits filed with the Registration Statement on
Form S-1 (File No. 333-12457) are incorporated by reference into, and shall
be deemed part of, this Registration Statement, except the following, which
are filed herewith:
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 BDO Seidman LLP
II-1
<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 10th day of October, 1996.
UNIVERSAL OUTDOOR HOLDINGS, INC.
By: *
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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 Executive
- ----------------------- Officer (Principal Executive October 10, 1996
Daniel L. Simon Officer) and Director
* Vice President and Chief
- ----------------------- Financial Officer (Principal October 10, 1996
Brian T. Clingen Financial and Accounting
Officer) and Director
*
- ----------------------- Director October 10, 1996
Michael J. Roche
*
- ----------------------- Director October 10, 1996
Michael B. Goldberg
*
- ----------------------- Director October 10, 1996
Frank K. Bynum
*By: /s/ PAUL G. SIMON
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Paul G. Simon
ATTORNEY-IN-FACT
II-2
<PAGE>
LIST OF EXHIBITS
NUMBER DESCRIPTION OF EXHIBITS
- ------ -----------------------
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 BDO Seidman LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated February 23, 1996
relating to the financial statements of Universal Outdoor Holdings, Inc., and
our report dated June 14, 1996 relating to the financial statements of
Ad-Sign, which appear in such Prospectus. We also consent to the references
to us under the headings "Experts" and "Selected Consolidated Financial and
Operating Data" in such Prospectus. However, it should be noted that Price
Waterhouse LLP has not prepared or certified such "Selected Consolidated
Financial and Operating Data."
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
Chicago, Illinois
October 9, 1996
<PAGE>
Exhibit 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated April 1, 1995, with respect to the financial
statements of the NOA Holding Company included in Amendment No. 2 to the
Registration Statement (Form S-1) (No. 333-12457) incorporated by reference
into this Registration Statement (Form S-1) filed under Rule 462(b) by
Universal Outdoor Holdings, Inc.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
October 9, 1996
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement of our report dated February 23, 1996, relating to the
combined financial statements of "Tanner-Peck, LLC, which is contained in that
Prospectus.
We also consent to the refernce to us under the heading "Experts" in such
Prospectus.
/s/ BDO Seidman, LLP
Memphis, Tennessee
October 9, 1996
