-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N1qj6XbZ8F0sw5Zluq/zbo0lzr0DidvKVC/D0RswsRiS5QgnQbskSqGihWKn4jxB AwoVoqOJjJSqeNspOfdY1w== 0000950134-97-007900.txt : 19971104 0000950134-97-007900.hdr.sgml : 19971104 ACCESSION NUMBER: 0000950134-97-007900 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19971103 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL OUTDOOR HOLDINGS INC CENTRAL INDEX KEY: 0000928063 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 363766705 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48235 FILM NUMBER: 97706658 BUSINESS ADDRESS: STREET 1: 311 SOUTH WACKER DR STREET 2: SUITE 6400 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124310822 MAIL ADDRESS: STREET 1: 311 SOUTH WACKER DRIVE STREET 2: SUITE 6400 CITY: CHICAGO STATE: IL ZIP: 60606 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 741787539 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 CONCORD PLAZA STREET 2: SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 2: 200 CONCORD PLAZA SUITE 600 CITY: SAN ANTONIO STATE: TX ZIP: 78216 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 UNIVERSAL OUTDOOR HOLDINGS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 91377M105 ----------------------------------- (CUSIP Number) CLEAR CHANNEL COMMUNICATIONS, INC. 200 Concord Plaza Suite 600 San Antonio, Texas 78216-6940 Tel. No.: (210) 822-2828 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) -with copies to- Stephen C. Mount, Esq. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1500 NationsBank Plaza 300 Convent Street San Antonio, Texas 78205 (210) 270-0800 October 23, 1997 ----------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 SCHEDULE 13D CUSIP NO. 91377M105-8 PAGE 1 of 10 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clear Channel Communications, Inc. - 74-1787539 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 5,440,300 ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,440,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.67% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. 3 SCHEDULE 13D ITEM 1. SECURITY AND ISSUER Securities acquired: Shares of common stock, par value $0.01 per share ("Common Stock") Issuer: Universal Outdoor Holdings, Inc. ("Issuer") 311 South Wacker Drive Suite 6400 Chicago, Illinois 60606 Tel. No. (312) 431-0822 ITEM 2. IDENTITY AND BACKGROUND (a) - (c) Clear Channel Communications, Inc. is a Texas corporation, ("Clear Channel") whose principal business is radio and television broadcasting and outdoor advertising. The address of Clear Channel's principal office is 200 Concord Plaza, Suite 600, San Antonio, Texas 78216-6940. Schedule I to this Schedule 13D lists each executive officer and director of Clear Channel. (d) - (e) During the last five years, Clear Channel and the persons listed in Schedule I have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and have not been parties to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Each person listed in Schedule I is a United States citizen. ITEM 3. SOURCE AND AMOUNT OF FUNDS Not Applicable. ITEM 4. PURPOSE OF THE TRANSACTION (a) - (b) Pursuant to an Agreement and Plan of Merger dated as of October 23, 1997 (the "Merger Agreement"), among Clear Channel, UH Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Clear Channel ("Merger Sub"), and the Issuer, and subject to the conditions set forth therein (including approval by the stockholders of the Issuer) Merger Sub will be merged with and into Issuer (the "Merger") with each share of Issuer's Common Stock being converted into the right to receive .67 shares of Clear Channel's common stock, $.10 par value per share. Page 2 of 10 Pages 4 The description contained in this Item 4 of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, which is incorporated herein by reference and filed as Exhibit 2 hereto. As an inducement to Clear Channel to enter into the Merger Agreement, each of Brian T. Clingen and Daniel L. Simon (together the "Voting Agreement Stockholders") have entered into Voting Agreements dated October 23, 1997 (the "Voting Agreements) with Clear Channel. Pursuant to the Voting Agreements, the Voting Agreement Stockholders have agreed to vote the shares of Issuer's Common Stock owned by them: (i) in favor of the Merger and approving and adopting the terms contemplated by the Merger Agreement, (ii) against any action or agreement that could result in a breach of any covenant, representation or warranty or any other obligation of the Issuer under the Merger Agreement and (iii) against (A) any extraordinary corporate transaction, (B) a sale or transfer of a material amount of the assets of the Issuer, (C) any change in the Issuer's officers or board of directors, (D) any change in the current corporate structure or business of Issuer and (E) any action intended to materially impede or interfere with the Merger. To Clear Channel's knowledge, the number of shares of Clear Channel's Common Stock beneficially owned by each of the Voting Agreement Stockholders is set forth on Schedule II to this Schedule 13D. Clear Channel did not pay any additional consideration to any Voting Agreement Stockholder in connection with the execution and delivery of the Voting Agreements. The description contained in this Item 4 of the transactions contemplated by the Voting Agreements is qualified in its entirety by reference to the full text of the Voting Agreements which are incorporated by reference herein and filed as Exhibits 99.1 and 99.2 hereto. (c) Not applicable. (d) Upon consummation of the Merger, Issuer will become a wholly-owned subsidiary of Clear Channel and the Board of Directors of Issuer shall be the directors of Merger Sub. (e) None, other than as a result of the Merger described in Item 3 above. (f) Upon consummation of the Merger, Issuer will become a wholly-owned subsidiary of Clear Channel. (g) None. (h) Upon consummation of the Merger, the Issuer's Common Stock will cease to be quoted on any quotation system or exchange. Page 3 of 10 Pages 5 (i) Upon consummation of the Merger, the Issuer's Common Stock will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. (j) Other than as described above, Clear Channel currently has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D (although Clear Channel reserves the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As a result of the Voting Agreements, Clear Channel has shared power to vote an aggregate of 5,440,300 shares of Issuer's Common Stock for the limited purposes described in Item 4 above, and such shares constitute approximately 20.67% of the issued and outstanding shares of Issuer's Common Stock as of October 22, 1997. To Clear Channel's knowledge, no shares of the Issuer's Common Stock are beneficially owned by any of the persons named in Schedule I to this Schedule 13D. (b) Schedule II sets forth the persons with whom Clear Channel shares voting power of the Issuer's Common Stock covered by this Schedule 13D. Schedule III to this Schedule 13D sets forth the name, present principal occupation or employment and business address of each person with whom Clear Channel shares the power to vote or to direct the vote or to dispose or direct the disposition of Issuer's Common Stock. During the past five years, to Clear Channel's knowledge, no person named in Schedule II to this Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and to Clear Channel's knowledge, no person named in Schedule II to this Schedule 13D has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws. To Clear Channel's knowledge, all persons named in Schedule II to this Schedule 13D are United States citizens. (c) Clear Channel, has not affected any transaction in the Issuer's Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Page 4 of 10 Pages 6 ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described herein, to Clear Channel's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 2 Agreement and Plan of Merger dated as of October 23, 1997, among Universal Outdoor Holdings, Inc., Clear Channel Communications, Inc. and UH Merger Sub, Inc.* Exhibit 99.1 Voting Agreement dated as of October 23, 1997 by and among Clear Channel Communications, Inc. and Daniel L. Simon.* Exhibit 99.2 Voting Agreement dated as of October 23, 1997 by and among Clear Channel Communications, Inc. and Brian T. Clingen.* *Incorporated by reference herein to Clear Channel's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 1997. Page 5 of 10 Pages 7 Signature After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 3, 1997 CLEAR CHANNEL COMMUNICATIONS, INC. By: /s/ Herbert W. Hill, Jr. --------------------------------- Herbert W. Hill, Jr. Senior Vice President and Chief Accounting Officer Page 6 of 10 Pages 8 SCHEDULE I EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF CLEAR CHANNEL Name Principal Occupation or Employment - ---- ---------------------------------- L. Lowry Mays Chairman and Chief Executive Officer Mark P. Mays President and Chief Operating Officer Randall T. Mays Senior Vice President/Chief Financial Officer Herbert W. Hill, Jr. Senior Vice President/Chief Accounting Officer Kenneth E. Wyker Senior Vice President/Legal Affairs J. Stanley Webb Senior Vice President/Clear Channel Radio and Metroplex George Sosson Senior Vice President/Radio Operations James D. Smith Senior Vice President/Capital Asset Management Dave Ross Vice President/Clear Channel Metroplex William R. Riordan Executive Vice President/COO Clear Channel Television All individuals listed above are employed at Clear Channel, 200 Concord Plaza, Suite 600, San Antonio, Texas 78216-6940. Karl Eller Chief Executive Officer of Eller Media Corporation/Director of Clear Channel Scott Eller President of Eller Media Corporation Timothy Donmoyer Chief Financial Officer and Executive Vice President of Eller Media Corporation Paul Meyer General Counsel and Executive Vice President of Eller Media Corporation All individuals listed above are executive officers of Clear Channel through their employment with Eller Media Corporation, a subsidiary of Clear Channel, located at 2850 Camelback Road, Suite 300, Phoenix, Arizona 85016. NON-EMPLOYEE DIRECTORS OF CLEAR CHANNEL Principal Occupation or Employment Name and Address of Corporation or Name Other Organization in which Employed - ---- ------------------------------------ John H. Williams Senior Vice President Everen Securities, Inc. 7810 Glen Albens Circle Dallas, Texas 75225 Alan D.Feld Attorney Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1700 Pacific Avenue, 41st Floor Dallas, Texas 75201 Page 7 of 10 Pages 9 B.J. McCombs Private Investor 825 Contour San Antonio, Texas 78212 Theordore H. Strauss Senior Managing Director Bear, Stearns & Co., Inc. 5100 Park Lane Dallas, Texas 75220 Page 8 of 10 Pages 10 SCHEDULE II Number of Shares of Percentage of Outstanding Issuer's Common Stock Shares of Issuer Common Individual Beneficially Owned Stock as of October 22, 1997 - ---------- ------------------ ---------------------------- Daniel L. Simon 5,315,292 20.19% Brian T. Clingen 125,008 0.47% Page 9 of 10 Pages 11 SCHEDULE III Name Principal Employment or Occupation - ---- ---------------------------------- Daniel L. Simon President of Issuer 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 Brian T. Clingen Vice President/Chief Financial Officer of Issuer 311 South Wacker Drive, Suite 6400 Chicago, Illinois 60606 Page 10 of 10 Pages -----END PRIVACY-ENHANCED MESSAGE-----