<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
REGISTRATION NO. 333-13897
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT
N0. 1
TO
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. / /
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. /X/ 333-13897
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
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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
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* Previously filed.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on the
11th 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 Post-Effective Amendment
No. 1 to Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
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* President and Chief Executive
- ----------------------- Officer (Principal Executive October 11, 1996
Daniel L. Simon Officer) and Director
* Vice President and Chief
- ----------------------- Financial Officer (Principal October 11, 1996
Brian T. Clingen Financial and Accounting
Officer) and Director
*
- ----------------------- Director October 11, 1996
Michael J. Roche
*
- ----------------------- Director October 11, 1996
Michael B. Goldberg
*
- ----------------------- Director October 11, 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
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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
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* Previously filed.
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" and
to the use of our report dated July 21, 1995, with respect to the financial
statements of 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 23.3
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, 1996, except for Note 16 as to which
the date is August 27, 1996, with respect to the financial statements of POA
Acquisition Corporation 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
Orlando, Florida
October 7, 1996
