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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OUTLET COMMUNICATIONS, INC.
(Name of issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of class of securities)
69-111-10-9
(CUSIP number)
Kathleen M. Burke, Esq.
The Society of the New York Hospital Fund, Inc.
525 East 68th Street
New York, New York 10021
(212) 746-4075
(Name, address and telephone number of person
authorized to receive notices and communications)
December 2, 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 10 Pages)
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CUSIP No. 69-111-10-9 13D Page 2 of 10 Pages
1 NAME OF PERSON
THE SOCIETY OF THE NEW YORK HOSPITAL FUND, INC.
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
NEW YORK
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 4,548,685
WITH
9 SOLE DISPOSITIVE POWER
25,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,548,685
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
69.2%
14 TYPE OF PERSON REPORTING*
00
* SEE INSTRUCTIONS BEFORE FILLING OUT
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GENERAL. This Schedule 13D is filed by The Society of the New York
Hospital Fund, Inc. (the "Filing Person"). The Filing Person may be deemed to
be a member of a group for purposes of Section 13(d) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as described in Item 5
below, however the Filing Person does not, by reason of the filing of this
Schedule 13D, thereby admit it has become a member of a "group" within the
meaning of Section 13(d).
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of Class A Common
Stock, par value $.01 per share (the "Common Stock"), of Outlet Communications,
Inc., a Delaware corporation (the "Company"). The address of the Company's
principal executive office is 23 Kenney Drive, Cranston, Rhode Island 02920.
ITEM 2. IDENTITY AND BACKGROUND.
a. The Society of the New York Hospital Fund, Inc.
b. Business address: 525 East 68th Street, New York,
New York 10021
c. The Filing Person is a non-profit corporation that
qualifies under Section 501(c)(3) of the Internal
Revenue Code.
d., e. During the last five years, neither the Filing Person
nor any of its executive officers and directors
(identified below in this Item 2) have been (i)
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of
such proceeding was or is subject to 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
violation with respect to any such laws.
f. New York
George F. Baker is president and a member of the Board of Directors of the
Filing Person. Mr. Baker is a partner and his principal business address
is Baker, Nye Investments L.P., 767 Fifth Avenue, Suite 2800, New York,
New York 10153.
Frank A. Benmack, Jr. is a member of the Board of Directors of the Filing
Person. Mr. Benmack is a president and his principal business address is The
Hearst Corporation, 959 Eighth Avenue, Room 241, New York, New York 10019.
Kathleen M. Burke is secretary of the Filing Person. Ms. Burke is secretary and
counsel of The New York Hospital, 525 East 68th Street, New York, New York
10021.
Joseph A. Califano, Jr. is a member of the Board of Directors of the Filing
Person. Mr. Califano's principal occupation is chairman and president of The
Center on Addiction & Substance Abuse at Columbia University and his principal
business address is 152 West 57th Street, 12th Floor, New York, New York 10019.
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Mrs. B. Gerald Cantor is a member of the Board of Directors of the Filing
Person. Mrs. Cantor's principal occupation is Vice Chairman, Cantor,
Fitzgerald, Inc. and her principal business address is 480 Park Avenue, New
York, New York 10022.
Michel David-Weill is a member of the Board of Directors of the Filing Person.
Mr. David-Weill is a Senior Partner and his principal business address is
Lazard Freres & Company, 1 Rockefeller Plaza, New York, New York 10020.
Mrs. Vincent de Roulet is a member of the Board of Directors of the Filing
Person. Mrs. de Roulet's principal occupation is as a volunteer and her
principal business address is 1 East 66th Street, New York, New York 10021.
Walter G. Dummington, Jr. is a member of the Board of Directors of the Filing
Person. Mr. Dummington is retired and his principal business address is 666
Third Avenue, 27th Floor, New York, New York 10017.
Eleanor T. Elliott is a member of the Board of Directors of the Filing Person.
Ms. Elliott's principal occupation is as a volunteer and her address is 1035
Fifth Avenue, New York, New York 10028-0135.
Charlotte Ford is a member of the Board of Directors of the Filing Person. Ms.
Ford's principal occupation is as a volunteer and her address is 25 Sutton
Place North, New York, New York 10022.
Edward Ward Franklin is a member of the Board of Directors of the Filing
Person. Mr. Franklin is retired and his principal business address is 1185
Park Avenue, #16-G, New York, New York 10028.
Frederick W. Gluck is a member of the Board of Directors of the Filing Person.
Mr. Gluck's principal occupation is director of McKinsey & Company, Inc. and
his principal business address is 55 East 52nd Street, 21st Floor, New York,
New York 10022.
Maurice R. Greenberg is a member of the Board of Directors of the Filing
Person. Mr. Greenberg's principal occupation is chairman of American
International Group, Inc. and his principal business address is 70 Pine Street,
18th Floor, New York, New York 10270.
Marife Herandez is a member of the Board of Directors of the Filing Person,
whose principal occupation is consultant and address is The Surrey Hotel, 20
East 76th Street, New York, New York 10021.
Winfield P. Jones is a member of the Board of Directors of the Filing Person.
Mr. Jones is an attorney and his principal business address is Jones Hirsch
Connors & Bull, 101 East 52nd Street, 23rd Floor, New York, New York 10022.
Peter S. Kalikow is a member of the Board of Directors of the Filing Person.
Mr. Kalikow's principal occupation is president and his principal business
address is H.J. Kalikow Co., Inc., 101 Park Avenue, 25th Floor, New York, New
York 10178.
David H. Koch is a member of the Board of Directors of the Filing Person. Mr.
Koch is an executive vice president of Koch Industries, Inc., 161 East 42nd
Street, 31st Floor, New York, New York 10017.
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Charles A. Koppelman is a member of the Board of Directors of the Filing
Person. Mr. Koppelman's principal occupation is chairman and his principal
business address is EMI Records Group, N.A., 1290 Avenue of the Americas, 42nd
Floor, New York, New York 10104.
Terry Allen Kramer is a member of the Board of Directors of the Filing Person.
Ms. Kramer's principal occupation is partner and her principal business address
is Allen & Company, 711 Fifth Avenue, 9th Floor, New York, New York 10022.
John Lavan is vice president and treasurer of the Filing Person. Mr. Lavan is
senior vice president-finance of The New York Hospital, 525 East 68th Street,
New York, New York 10021.
Arthur J. Mahon is a member of the Board of Directors of the Filing Person.
Mr. Mahon is an attorney and his principal business address is Donovan Leisure
Newton & Irvine, 30 Rockefeller Plaza, 40th Floor, New York, New York 10112.
Ellen R. Marran is a member of the Board of Directors of the Filing Person.
Ms. Marran's principal occupation is president of The Seagram Beverage Group
and her principal business address is 375 Park Avenue, 6th Floor, New York, New
York 10152-0192.
John F. McGillicuddy is a member of the Board of Directors of the Filing
Person. Mr. McGillicuddy is a retired chairman of Chemical Banking Corporation
and his address is Hilltop Place, Rye, New York 10580.
John E. Nerow is a member of the Board of Directors of the Filing Person. Mr.
Nerow is an attorney and his principal business address is Sullivan & Cromwell,
125 Broad Street, 30th Floor, New York, New York 10004.
Mrs. Milton Petris is a member of the Board of Directors of the Filing Person.
Mrs. Petris' principal occupation is volunteer and her address is 834 Fifth
Avenue, #10-B, New York, New York 10021.
Ogden Mills Phipps is a member of the Board of Directors of the Filing Person.
Mr. Phipps' principal occupation is chairman and his principal business address
is Bessemer Trust Company, N.A., 630 Fifth Avenue, 39th Floor, New York, New
York 10111.
William R. Rhodes is a member of the Board of Directors of the Filing Person.
Mr. Rhodes is vice chairman of Citibank, N.A. and his principal business
address is 399 Park Avenue, 2nd Floor, Zone 1, New York, New York 10043.
William R. Simon is a member of the Board of Directors of the Filing Person.
Mr. Simon is chairman of William E. Simon & Sons Inc., 310 South Street,
Morristown, New Jersey 07961.
David B. Skinner is president and a member of the Board of Directors of
the Filing Person. Dr. Skinner is a physician and his principal business
address is The New York Hospital, 525 East 68th Street, New York, New York
10021.
Ronald P. Stanton is a member of the Board of Directors of the Filing Person.
Mr. Stanton is chairman of Transammonia, Inc. and his principal business
address is 350 Park Avenue, 4th Floor, New York, New York 10022.
Brenda Neubauer Straus is a member of the Board of Directors of the Filing
Person. Ms. Straus is a broker and her principal business address is Sotheby's
International Realty, 980 Madison Avenue, 2nd Floor, New York, New York 10021.
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Paul E. Taylor, Jr. is Chairman and a member of the Board of Directors
of the Filing Person. Mr. Taylor's principal occupation is chairman and his
principal business address is The Taylor Simpson Group, One Rockefeller Plaza,
New York, New York 10020.
Keith C. Thompson is vice president and general counsel of the Filing Person.
Mr. Thompson is senior vice president and general counsel of The New York
Hospital, 525 East 68th Street, New York, New York 10021.
David W. Wallace is a vice president and member of the Board of Directors of
the Filing Person. Mr. Wallace's principal occupation is chairman and his
principal business address is Two Greenwich Plaza, Suite 100, Greenwich,
Connecticut 06830.
Sanford I. Weill is a member of the Board of Directors of the Filing Person.
Mr. Weill is chairman and chief executive officer of The Travelers, Inc. and
his principal business address is 65 East 55th Street, 36th Floor, New York,
New York 10022.
Mr. John L. Weinberg is a member of the Board of Directors of the Filing
Person. Mr. Weinberg's principal occupation is senior chairman and his
principal business address is Goldman Sachs & Co., 85 Broad Street, 22nd Floor,
New York, New York 10004.
Robert C. Wright is a member of the Board of Directors of the Filing Person.
Mr. Wright is president and chief executive officer of National Broadcasting
Company, Inc. and his principal business address is 30 Rockefeller Plaza, 52nd
Floor, New York, New York 10112.
George A. Vecchione is a vice president of the Filing Person. Mr. Vecchione is
an executive vice president and director of The New York Hospital, 525 East
68th Street, New York, New York 10021.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Filing Person acquired the Common Stock pursuant to a
charitable gift and therefore no funds or other consideration were used to
acquire the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The securities are being held by the Filing Person for
investment purposes only. The Filing Person has no present intention to seek
to acquire or otherwise control the Company.
The Filing Person may from time to time make additional
purchases of securities of the Company in either open market or privately
negotiated transactions, depending on the Filing Person's evaluation of the
Company's business, prospects and financial condition, the market for such
securities, other investment opportunities available to the Filing Person, the
condition and prospects of the Filing Person's own businesses, the general
condition of the economy and of the securities markets and other future
developments. Depending on the same factors, such persons may from time to
time decide to sell or otherwise dispose of their holdings of securities of the
Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Filing Person is the direct beneficial owner of
25,000 shares of the Common Stock, representing approximately .4% of the
outstanding Common Stock, based on the 6,577,556 shares of Common Stock
outstanding on September 30, 1994 as reported by the Company's Form 10-Q for
the quarterly period ended September 30, 1994.
By virtue of the Stockholders' Agreement described in Item 6
of this Schedule 13D, the Filing Person may be deemed to be the indirect
beneficial owner of approximately 4,548,685 shares of the Common Stock held by
the parties to such agreement, which number is based on the
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number of shares reported to be covered by the Stockholders' Agreement as of
March 18, 1994 in the Proxy Statement of the Company minus an estimate of
shares disposed of by the parties thereto since such date.
(b) See the Filing Person's responses to Items 7, 8, 9 and 10
on the cover page to this Schedule 13D, which responses are incorporated herein
by reference.
(c) The Filing Person does not own any other shares of the
Company and has not purchased or sold any shares in the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Filing Person is a party to that certain Stockholders'
Agreement, dated December 10, as amended (the "Stockholders' Agreement"), with
respect to shares of the Common Stock owned by it. The Stockholders' Agreement
requires, among other matters, that the stockholders vote their shares to fix
the number of directors of the Company at fourteen and elect as directors five
persons designated by certain stockholders affiliated with the Company's
management (the "Management Stockholders") and nine persons designated by the
Wesray Stockholders (as defined in the Stockholders' Agreement).
The Stockholders' Agreement also provides for each stockholder
and Mutual Benefit Insurance Company not to sell any securities to a buyer who
would as a result of such purchase own more than 50% of the outstanding Common
Stock of the Company unless prior to such sale the buyer agrees to be bound by
the Stockholders' Agreement and affords each stockholder the opportunity to
sell a pro rata portion of his shares on the same terms and conditions.
The Stockholders' Agreement terminates on the earlier of (i)
July 30, 1996; (ii) the date that the Wesray Stockholders, Management
Stockholders and Mutual Benefit Insurance Company own an aggregate of less than
50% of the Company's issued and outstanding Common Stock; and (iii) the date of
an event of bankruptcy or insolvency of the Company or Outlet Broadcasting,
Inc. or foreclosure or similar actions or proceedings by the Company's senior
lender.
By virtue of the provisions of the Stockholders' Agreement,
the Filing Person may be deemed for purposes of Section 13(d) under the
Exchange Act, to be a member of a "group" and to have indirectly acquired
beneficial ownership of the shares of the Company held by the other parties to
the agreement and to share the voting power of the shares of Common Stock of
the Company held by such other parties to such agreement. The Filing Person
disclaims beneficial ownership of the shares of Common Stock that are directly
owned by each other party to the Stockholders' Agreement. The Stockholders'
Agreement has been filed as an exhibit hereto and the parties to such
Stockholders' Agreement are listed on the signature pages thereof.
Except as described herein, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) between any
person and the Filing Person with respect to any securities of the Company.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stockholders' Agreement, dated December 10, 1986, by
and among the Company, Outlet Broadcasting, Inc. and the persons named therein
(incorporated by reference from Exhibit 10.2 to Outlet Broadcasting, Inc.'s
Registration Statement on Form S-1, Registration No. 33-62292).
2. Amendment No. 1, dated as of December 1, 1987, to the
Stockholders' Agreement (incorporated by reference from Exhibit 10.3 to Outlet
Broadcasting, Inc.'s Registration Statement on Form S-1, Registration No.
33-62292).
3. Agreement dated July 26, 1988, by and among the
Company, Outlet Broadcasting, Inc. and the persons named therein amending the
Stockholders' Agreement (incorporated by reference from Exhibit 10.4 to Outlet
Broadcasting, Inc.'s Registration Statement on Form S-1, Registration No.
33-62292).
4. Joinder in Company's Stockholders' Agreement dated as
of December 5, 1994 by and between the Filing Person and the Company.
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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: December 14, 1994. The Society of the New York
Hospital Fund, Inc.
By: /s/ Kathleen M. Burke
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Name: Kathleen M. Burke
Title: Secretary
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JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to The Society of the New York Hospital Fund,
Inc. (the "Transferee") of 25,000 shares of Common Stock, par value $.01 per
share, of Outlet Communications, Inc. (the "Corporation") and the registration
of such transfer on the books of the Corporation, the Transferee and the
Corporation agree that, as of the date written below, the Transferee shall
become party as a Stockholder to the Outlet Communications, Inc. Stockholders'
Agreement dated as of December 10, 1986, as amended, (the "Stockholders'
Agreement"). The Transferee agrees to be bound by all of the terms and
provisions of the Stockholders' Agreement as though it were an original party
thereto. The Transferee acknowledges that, by becoming a party to the
Stockholders' Agreement, it may be deemed to be an "affiliate" of the
Corporation within the meaning of Rule 144 under the Securities Act of 1933, as
amended, and that resales of the Common Stock of the Corporation will be
restricted in accordance with Rule 144.
The Society of the New York
Hospital Fund, Inc.
(Name of Transferee)
By: /s/ Kathleen M. Burke
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Executed as of the 5th day of December, 1994.
Outlet Communications, Inc.
By:
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