SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Universal Outdoor Holdings, Inc
--------------------------------
(NAME OF ISSUER)
Common Stock (par value $.01 per share)
---------------------------------------
(TITLE OF CLASS OF SECURITIES)
91377M105
----------------
(CUSIP NUMBER)
_______________
THIS DOCUMENT IS A COPY OF THE SCHEDULE 13G FILED
ON FEBRUARY 18, 1997 PURSUANT TO A RULE 201
TEMPORARY HARDSHIP EXEMPTION
CUSIP No. 91377M105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kelso Investment Associates V, L.P.
13-272-8774
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,999,650
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,999,650
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,999,650
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5%
12 TYPE OF REPORTING PERSON*
PN
CUSIP No. 91377M105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kelso Equity Partners V, L.P.
13-378-7708
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,999,650
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,999,650
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,999,650
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5%
12 TYPE OF REPORTING PERSON*
PN
CUSIP No. 91377M105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Joseph S. Schuchert
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
0
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,999,650
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,999,650
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,999,650
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.5%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 91377M105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael B. Goldberg
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
55,460
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,999,650(1)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 55,460
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,999,650
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,055,110
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.7%
12 TYPE OF REPORTING PERSON*
IN
__________________
1 Prior to January 30, 1997, Michael B. Goldberg was a limited
partner of (i) the general partner of the Holder (as defined herein)
and (ii) the Other Holder (as defined herein) and therefore did not
share voting or dispositive power with respect to the shares held by
such entities. On January 30, 1997, Mr. Goldberg became a general
partner of such entity and thereafter shares voting and dispositive
power with respect to the shares of such entities. Mr. Goldberg's
change of status had no impact on his pecuniary interest in such
shares.
CUSIP No. 91377M105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank T. Nickell
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
135,229
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,999,650
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 135,229
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,999,650
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,134,879
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.1%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 91377M105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
George E. Matelich
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
63,643
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,999,650
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 63,643
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,999,650
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,063,293
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.8%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 91377M105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas R. Wall, IV
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
80,422
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 2,999,650
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 80,422
PERSON
WITH 8 SHARED DISPOSITIVE POWER
2,999,650
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,080,072
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
12.8%
12 TYPE OF REPORTING PERSON*
IN
CUSIP No. 91377M105 13G
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Frank K. Bynum, Jr.
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) ( )
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
5 SOLE VOTING POWER
30,688
NUMBER OF
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 0(1)
OWNED BY
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 30,688
PERSON
WITH 8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,688
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
*%
12 TYPE OF REPORTING PERSON*
IN
--------------
1 Mr. Bynum is a limited partner of (i) the general partner or the
Holder and (ii) the Other Holder and therefore does not have shared
voting or dispositive power with respect to the shares held by such
entities.
STATEMENT ON SCHEDULE 13G
Item 1(a) Name of Issuer:
UNIVERSAL OUTDOOR HOLDINGS, INC.
Item 1(b) Address of Issuer's Principal Executive Offices:
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610
Item 2(a) Name of Person Filing:
SEE ITEM 1 OF THE COVER PAGES ATTACHED HERETO.
Item 2(b) Address of Principal Business Office or, if none,
Residence:
FOR KELSO INVESTMENT ASSOCIATES V, L.P. (THE "HOLDER"),
KELSO EQUITY PARTNERS V, L.P. (THE "OTHER HOLDER"),
JOSEPH N. SCHUCHERT, FRANK T. NICKELL, MICHAEL B.
GOLDBERG, GEORGE E. MATELICH, FRANK K. BYNUM, JR. AND
THOMAS WALL, IV:
C/O KELSO & COMPANY
350 PARK AVENUE, 24TH FLOOR
NEW YORK, NEW YORK 10022
Item 2(c) Citizenship:
SEE ITEM 4 OF THE COVER PAGES ATTACHED HERETO.
Item 2(d) Title of Class of Securities:
COMMON STOCK (PAR VALUE $.01 PER SHARE)
Item 2(e) CUSIP Number:
91377M105
Item 3. If this statement is filed pursuant to Rules 13d-1(b)
or 13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15
of the Act,
(b) [ ] Bank as defined in section 3(a)(6) of the
Act,
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act,
(d) [ ] Investment Company registered under section 8
of the Investment Company Act,
(e) [ ] Investment Adviser registered under section
203 of the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Rule 13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
NOT APPLICABLE.
Item 4. Ownership.
(a) Amount Beneficially Owned:
SEE ITEM 9 OF THE COVER PAGES ATTACHED HERETO.
(b) Percent of Class:
SEE ITEM 10 OF THE COVER PAGES ATTACHED HERETO.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
SEE ITEM 5 OF THE COVER PAGES ATTACHED HERETO.
(ii) shared power to vote or to direct the vote
SEE ITEM 6 OF THE COVER PAGES ATTACHED HERETO.
(iii) sole power to dispose or to direct the disposition
of
SEE ITEM 7 OF THE COVER PAGES ATTACHED HERETO.
(iv) shared power to dispose or to direct the disposed
of
SEE ITEM 8 OF THE COVER PAGES ATTACHED HERETO.
JOSEPH N. SCHUCHERT, FRANK T. NICKELL, MICHAEL B.
GOLDBERG, GEORGE E. MATELICH AND THOMAS R. WALL, IV ARE
THE GENERAL PARTNERS OF (I) THE GENERAL PARTNER OF THE
HOLDER AND (II) THE OTHER HOLDER, AND SHARE INVESTMENT
DISCRETION WITH RESPECT TO THE SECURITIES HELD BY THE
HOLDER AND THE OTHER HOLDER. PURSUANT TO RULE 13D-3(D)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
MESSRS. SCHUCHERT, NICKELL, GOLDBERG, MATELICH AND WALL
MAY BE DEEMED TO BE BENEFICIAL OWNERS OF ANY SHARES OF
COMMON STOCK OWNED BY THE HOLDER AND THE OTHER HOLDER.
MESSRS. SCHUCHERT, NICKELL, GOLDBERG, MATELICH AND WALL
EACH EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF ANY
SUCH SHARES OWNED BY THE HOLDER AND THE OTHER HOLDER.
NONE OF MESSRS. SCHUCHERT, NICKELL, GOLDBERG, MATELICH
AND WALL SHARE INVESTMENT DISCRETION WITH RESPECT TO
SECURITIES HELD INDIVIDUALLY.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
NOT APPLICABLE.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
NOT APPLICABLE.
Item 8. Identification and Classification of Members of the
Group.
NOT APPLICABLE.
Item 9. Notice of Dissolution of Group.
NOT APPLICABLE.
Item 10. Certification
NOT APPLICABLE BECAUSE THE STATEMENT IS FILED PURSUANT
TO RULE 13D-1(C).
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: FEBRUARY 14, 1997
By: *
--------------------------
Title: ________________________
Kelso Investments Associates
V, L.P.
By: *
--------------------------
Title: ________________________
Kelso Equity Partners V, L.P.
By: *
--------------------------
Name: Joseph S. Schuchert
By: *
-------------------------
Name: Frank T. Nickell
By: *
-------------------------
Name: George E. Matelich
By: *
--------------------------
Name: Thomas R. Wall, IV
By: *
--------------------------
Name: Michael B. Goldberg
By: *
--------------------------
Name: Frank K. Bynum, Jr.
* By: /s/ JAMES S. CONNORS II
-----------------------
James S. Connors II
