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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)
ARNOLD L. DIMOND
VICE PRESIDENT FOR ADMINISTRATION AND FINANCE
MARYMOUNT MANHATTAN COLLEGE
221 EAST 71ST STREET
NEW YORK, NEW YORK 10021
(212) 517-0545
(Name, address and telephone number of person
authorized to receive notices and communications)
December 21, 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 9 Pages)
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CUSIP No. 69 111 10 9 13D Page 2 of 9 Pages
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1 NAME OF PERSON
MARYMOUNT MANHATTAN COLLEGE
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-1628206
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
2,500
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 Marymount Manhattan College
(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. Marymount Manhattan College.
b. Business address: 221 East 71st Street, New York,
New York 10021.
c. The Filing Person is a not for 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.
Charles L. Booth, Esq. is a member of the Board of Trustees of the Filing
Person. Mr. Booth is a private investor and his principal business address is
215 East 68th Street, Suite 22E, New York, New York 10021.
Kathleen M. Burke is a member of the Board of Trustees of the Filing Person.
Ms. Burke is secretary and counsel to The New York Hospital and her principal
business address is 525 East 68th Street, Room W109, New York, New York 10021.
Marita Carew is a member of the Board of Trustees of the Filing Person. Ms.
Carew is director of Joint Schools Projects at Fordham University and her
principal business address is 105 Lafayette Street, Hawthorne, New Jersey
07501.
Kathleen Connell is a member of the Board of Trustees of the Filing Person.
Ms. Connell is a Professor of History at Marymount College and her principal
business address is Marymount College, Tarrytown, New York 10591.
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Edmund Harvey is a member of the Board of Trustees of the Filing Person. Mr.
Harvey is a Director of Continuing Formation of the Religious of the Sacred
Heart of Mary and his principal business address is 247 East 71st Street, New
York, New York 10021.
Denise E. Le Frak is a member of the Board of Trustees of the Filing Person.
Ms. Le Frak is a real estate broker and her principal business address is 820
Park Avenue, New York, New York 10021.
J. Gregory Gavin is a member of the Board of Trustees of the Filing Person.
Mr. Gavin is a partner with Gavin, Benton, & Company and his principal business
address is 120 Broadway, New York, New York 10271.
Larry L. Luing is a member of the Board of Trustees of the Filing Person. Mr.
Luing is chairman of the board of The Berkeley Schools and his principal
business address is The Berkeley Schools, Executive Offices, Little Falls, New
Jersey 07424-0440.
John R. Mangiardi, M.D. is a member of the Board of Trustees of the Filing
Person. Dr. Mangiardi is chief of neurosurgery at Lenox Hill Hospital and his
principal business address is 988 Fifth Avenue, New York, New York 10021.
Gerard A. McCallion is a member of the Board of Trustees of the Filing Person.
Mr. McCallion is president of S.B. Cantor Co., Inc. and his principal business
address is 116 John Street, New York, New York 10038.
Elizabeth McCann is a member of the Board of Trustees of the Filing Person.
Ms. McCann is a producer and attorney and her principal business address is 234
West 44th Street, Suite 1004, New York, New York 10036.
Constance Nugent McQuade is secretary and a member of the Board of Trustees of
the Filing Person. Ms. McQuade's principal business address is 215 East 79th
Street, New York, New York 10021.
Louis S. Miano is a member of the Board of Trustees of the Filing Person. Mr.
Miano is a marketing consultant and his principal business address is 430 East
57th Street, Penthouse A, New York, New York 10022.
William E. Murray is a member of the Board of Trustees of the Filing Person.
Mr. Murray is chairman of The Samuel Freeman Charitable Trust and his principal
business address is 200 East 61st Street, #4G, New York, New York 10021.
Bettye Martin Musham is a member of the Board of Trustees of the Filing Person.
Ms. Musham is president and chief executive officer of Gear, Inc. and her
principal business address is 127 Seventh Avenue, New York, New York 10011.
William Musham is a member of the Board of Trustees of the Filing Person. Mr.
Musham is chairman of Gear Holdings and his principal business address is 510
Park Avenue, Apartment 5B, New York, New York 10022.
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Father S. Keith Outlaw is a member of the Board of Trustees of the Filing
Person. Mr. Outlaw is associate pastor of Church of St. Augustine and his
principal business address is 1183 Franklin Avenue, Bronx, New York 10456.
Lilliam Barrios-Paoli is a member of the Board of Trustees of the Filing
Person. Ms. Barrios-Paoli is a city personnel director/commissioner with the
New York City Department of Personnel and her principal business address is 2
Washington Street, 22nd Floor, New York, New York 10004.
Regina S. Peruggi is a member of the Board of Trustees of the Filing Person.
Ms. Peruggi is president of Marymount Manhattan College and her principal
business address is 221 East 71st Street, New York, New York 10021.
Mary Anne Schwalbe is a member of the Board of Trustees of the Filing Person.
Ms. Schwalbe is a consultant with Women's Commission for Refugee Women and
Children and her principal business address is 129 East 69th Street, New York,
New York 10021.
Marian Schwarz is a member of the Board of Trustees of the Filing Person. Ms.
Schwarz is an educational consultant and her principal business address is 110
Riverside Drive, New York, New York 10024
Paul T. Walker is a member of the Board of Trustees of the Filing Person. Mr.
Walker is a financial consultant with The DBL Foundation, Inc. and his
principal business address is 450 Lexington Avenue, New York, New York 10017.
William G. Walters is a member of the Board of Trustees of the Filing Person.
Mr. Walters is chairman of Whale Securities Corp. and his principal business
address is 650 Fifth Avenue, New York, New York 10019.
Frank M. Weiser is a member of the Board of Trustees of the Filing Person. Dr.
Weiser is an Internist/Cardiologist and his principal business address is 715
Park Avenue, New York, New York 10021.
Ronald A. Zanoni is a member of the Board of Trustees of the Filing Person.
Mr. Zanoni is managing director of Kidder Peabody & Co., Inc. and his principal
business address is 10 Hanover Square, New York, New York 10005.
Arnold L. Dimond is vice president for administration and finance of the Filing
Person. Mr. Dimond's principal business address is the same as the Filing
Person's business address.
Dr. Paula Hooper Mayhew is vice president of academic affairs and dean of
faculty of the Filing Person. Dr. Hooper's principal business address is the
same as the Filing Person's business address.
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.
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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 2,500
shares of the Common Stock, representing approximately .04% 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 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).
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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.
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 21, 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 28, 1994. Marymount Manhattan College
By: /s/ Arnold L. Dimond
--------------------------------
Name: Arnold L. Dimond
Title: Vice President for Administration
and Finance
S-1
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JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to Marymount Manhattan College (the
"Transferee") of 2,500 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.
Marymount Manhattan College
(Name of Transferee)
By: /s/ Arnold L. Dimond
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Executed as of the 21st day of December, 1994.
Outlet Communications, Inc.
By:
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