<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997
REGISTRATION NO. 333-
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- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
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 36-3766705
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
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311 S. WACKER DRIVE, SUITE 6400
CHICAGO, ILLINOIS 60606
(312) 431-0822
(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.
311 S. WACKER DRIVE, SUITE 6400
CHICAGO, ILLINOIS 60606
(312) 431-0822
(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 LLP
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 the only securities being registered on this Form are to be offered
pursuant to dividend or interest investment plans, please check the following
box: / /
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/ 333-32607
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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<PAGE>
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 ............ 903,572 $ 35.00 $ 31,625,020 $ 9,583.33
</TABLE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL
INSTRUCTION IV OF FORM S-3.
IN ACCORDANCE WITH THE PROVISIONS OF GENERAL INSTRUCTION IV OF FORM S-3,
THE REGISTRANT HEREBY INCORPORATES BY REFERENCE THE CONTENTS OF THE
REGISTRANT'S REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-32607)
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 1, 1997, AS
AMENDED BY AMENDMENT NO. 1 DATED AUGUST 12, 1997, WHICH REGISTRATION
STATEMENT WAS DECLARED EFFECTIVE ON AUGUST 13, 1997.
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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-3 (File No. 333-32607) 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 Arthur Andersen
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 15th day of August, 1997.
UNIVERSAL OUTDOOR HOLDINGS, INC.
By: /s/ Paul G. Simon
---------------------------------------------
Paul G. Simon
Vice President, Secretary and General Counsel
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
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* President and Chief Executive
- - ----------------------- Officer (Principal Executive August 15, 1997
Daniel L. Simon Officer) and Director
* Vice President and Chief
- - ----------------------- Financial Officer (Principal August 15, 1997
Brian T. Clingen Financial and Accounting
Officer) and Director
*
- - ----------------------- Director August 15, 1997
Michael J. Roche
- - ----------------------- Director ___________, 1997
Michael B. Goldberg
- - ----------------------- Director ___________, 1997
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 Arthur Andersen
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 28, 1997, appearing on page 22 of Universal Outdoor Holdings,
Inc. Annual Report on Form 10-K for the year ended December 31, 1996. We also
consent to the incorporation by reference of our reports dated (i) February
28, 1997, which appears as Exhibit 99.2, (ii) February 28, 1997, which
appears as Exhibit 99.5 and (iii) June 14, 1996, which appears as Exhibit
99.4 of the Current Report on Form 8-K dated July 31, 1997. We also consent
to the references to us under the headings "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
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Price Waterhouse LLP
Chicago, Illinois
August 12, 1997
<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
consolidated financial statements of NOA Holding Company for the year ended
May 31, 1995 included in Universal Outdoor Holdings, Inc.'s Current Report on
Form 8-K dated July 31, 1997, incorporated by reference in Registration
Statement (Form S-3 No. 333-32607), incorporated by reference into this
Registration Statement (Form S-3) filed under Rule 462(b) by Universal
Outdoor Holdings, Inc. for the registration of 5,500,000 shares of its Common
Stock.
/s/ Ernst & Young LLP
Minneapolis, Minnesota
August 14, 1997
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report incorporated by reference in this Form S-3.
Arthur Andersen LLP
Baltimore, Maryland,
August 8, 1997
