<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
OUTLET COMMUNICATIONS, INC.
(Name of issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of class of securities)
69-111-10-9
(CUSIP number)
Michael B. Lenard
William E. Simon & Sons, Inc.
10990 Wilshire Boulevard
Suite 1750
Los Angeles, California 90024
(310) 914-2410
(Name, address and telephone number of person
authorized to receive notices and communications)
July 28, 1994
(Date of event which requires filing
of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the transaction 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 / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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CUSIP No. 69 111 10 9 13D Page 2 of 4 Pages
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1 NAME OF PERSON
WILLIAM E. SIMON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) /X/
- -------------------------------------------------------------------------------
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
UNITED STATES
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES ------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 4,616,185
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
407,632
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,616,185
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.3%
- -------------------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
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GENERAL. This Amendment No. 10 to the Schedule 13D filed by William E.
Simon amends, to the extent set forth herein, the Schedule 13D dated June 30,
1988 as previously amended by Amendments No. 1, 2, 3, 5, 6, 7 and 8. The
initial Schedule 13D and Amendments No. 1, 2 and 3 thereto were filed by Mr.
Simon pursuant to joint filing agreements with certain other persons;
Amendments No. 4 and 9 were filed by certain other persons who were parties to
such joint filing agreements, not including Mr. Simon (Mr. Simon disclaims any
responsibility for such Amendments No. 4 and 9). Mr. Simon is filing this
Amendment No. 10, and filed Amendments No. 5, 6, 7 and 8 to his Schedule 13D
individually and not as a party to any joint filing agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses to subparagraphs (a) through (c) of Item 5 are hereby
amended to add the following:
Set forth below is a schedule of all transactions in the shares of
Common Stock by William E. Simon that were effected during the past sixty (60)
days. Each transaction was effected in an open market transaction on NASDAQ
and the price per share excludes commissions.
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share Type of Transaction
---- ---------------- --------------- -------------------
<S> <C> <C> <C>
06/02/94 10,000 $11.44 Sale by Mr. Simon
06/23/94 10,000 $13.44 Sale by Mr. Simon
06/24/94 2,000 $13.44 Sale by Mr. Simon
07/21/94 13,000 $13.44 Sale by Mr. Simon
07/28/94 12,500 $13.45 Sale by Mr. Simon
</TABLE>
Following such transactions, Mr. Simon is the direct beneficial owner
of 407,632 shares of the Common Stock, representing approximately 6.2% of the
outstanding Common Stock.
By virtue of the Stockholders' Agreement described in Item 6 of this
Schedule 13D, Mr. Simon may be deemed to be the indirect beneficial owner of
approximately 4,616,185 shares of the Common Stock held by the parties to such
agreement. This number represents (i) the number of shares reported to be
covered by the Stockholders' Agreement as of March 18, 1994 in the Proxy
Statement of the Issuer sent to stockholders in connection with the annual
meeting of stockholders to be held on May 4, 1994 1/ (the "Proxy Statement")
minus (ii) the number of shares disposed of by Mr. Simon since March 18, 1994.
Mr. Simon disclaims beneficial ownership of the shares of Common Stock that are
owned by the other parties to the Stockholders' Agreement.
The Company's Form 10-Q dated March 31, 1994 reports that 6,564,515
shares of Common Stock were outstanding on March 31, 1994; based on such number
and the calculation described above, the shares covered by the Stockholders'
Agreement represent approximately 70.3% of the shares outstanding, and the
shares directly owned by Mr. Simon represent approximately 6.2% of the shares
outstanding.
__________________________________
1. Parties to the Stockholders' Agreement other than Mr. Simon may have
engaged in transactions since March 18, 1994 resulting in changes to
such number of covered shares.
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: August 8, 1994.
*
---------------------------
WILLIAM E. SIMON
(*) By: /s/ J. PETER SIMON
----------------------------------------
Name: J. Peter Simon
(*) Executed by J. Peter Simon as Attorney-in-Fact for William
E. Simon pursuant to the Power of Attorney filed with Amendment No. 5
to this Schedule 13D, which Power of Attorney is hereby incorporated
by reference herein.
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