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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)
DIANNE ARBOUR
Executive Director
Jersey Battered Women's Service, Inc.
P.O. Box 363
Morris Plains, New Jersey 07950
(Name, address and telephone number of person
authorized to receive notices and communications)
December 5, 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 [X]. (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 8 Pages)
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CUSIP No. 69-111-10-9 13D Page 2 of 8 Pages
1 NAME OF PERSON
JERSEY BATTERED WOMEN'S SERVICE, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
22-2170048
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 JERSEY
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 Jersey Battered Women's
Service, 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. Jersey Battered Women's Service, Inc.
b. Business address: P.O. Box 363, Morris Plains, New
Jersey 07950
c. Jersey Battered Women's Service, Inc. 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 Jersey Battered
Women's Service, Inc. 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 Jersey
Diane Arbour is a director and an Executive Director of the Filing Person and
her business address is the same as the Filing Person's address.
Jorge Caballero is a director and Treasurer of the Filing Person. Mr.
Caballero is an accountant and his principal business address is Deloitte &
Touche, 2 Hilton Court, Parsippany, New Jersey 07054.
Janice D'Arrigo is a director of the Filing Person. Ms. D'Arrigo is an
attorney and her principal business address is American Home Products Corp.,
Five Giralda Farms, Madison, New Jersey 07940.
Lynne S. de Vries is a director of the Filing Person. Ms. de Vries is a
trainer, human resources, and her principal business address is Chubb & Son,
Inc., Westgate Corporate Center, 477 Martinsville Road, Liberty Corner, New
Jersey 07938.
Caroline Fee is a director of the Filing Person. Ms. Fee works in public
relations, and her principal business address is Nabisco, 7 Campus Drive,
Parsippany, New Jersey 07054.
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Baxter Graham is a director of the Filing Person. Mr. Graham is a Vice
President, and his principal business address is Chubb & Son, Inc., 890
Mountain Avenue, New Providence, New Jersey 07974.
Renee G. Jacobs is a director of the Filing Person. Ms. Jacobs is a
psychologist, and her principal business address is Clinical Associates II,
1225 Sussex Turnpike, Randolph, New Jersey 07869.
Shirley Kraft is a director of the Filing Person. Ms. Kraft is a consultant
(Human Resources), and her principal business address is Kraft Associates, 44
Hill Street, Morristown, New Jersey 07960.
Harry Lufft is a director of the Filing Person. Mr. Lufft is an accountant,
and his principal business address is 860 Route 10 West, Randolph, New Jersey
07869.
Patty McCulloch is a director and Auxiliary President of the Filing Person.
Ms. McCulloch is a homemaker and her home address is 15 Crescent Rd., Madison,
New Jersey 07940.
Marybeth McGee is a director of the Filing Person. Ms. McGee is a real estate
broker, and her home address is Lee's Hill Road, New Vernon, New Jersey 07976.
Ann P. Moser is a director of the Filing Person. Ms. Moser is a banker, and
her principal business address is Midlantic National Bank, 161 Madison Avenue,
Morristown, New Jersey 07960.
Morgan J. Murray, Sr. is a director of the Filing Person. Mr. Murray is a
retired banker, and his home address is 33 Spring Brook Road, Morristown, New
Jersey 07960.
Kevin O'Donnell is a director of the Filing Person. Mr. O'Donnell is an
attorney, and his principal business address is Pitney, Hardin, Kipp & Szuch,
Park Avenue at Morris Co., P.O. Box 1945, Morristown, New Jersey 07962-1945.
Linda A. Parker is a director of the Filing Person. Ms. Parker is a homemaker,
and her home address is Pleasantville Road, New Vernon, New Jersey 07976.
Ann L. Probert is a director and President of the Filing Person. Ms. Probert
is a homemaker, and her home address is Miller Road, New Vernon, New Jersey
07976.
Cintra S. Rodgers is a director and Vice President of the Filing Person. Ms.
Rodgers is a homemaker, and her home address is Van Beuren Road, Morristown,
New Jersey 07960.
Evelyn Self is a director of the Filing Person. Ms. Self is in community
relations, and her principal business address is Warner-Lambert Company, 201
Tabor Road, Morris Plains, New Jersey 07950.
Bette M. Simmons is a director and Secretary of the Filing Person. Ms. Simmons
is a college administrator, and her principal business address is County
College of Morris, 214 Center Grove Road, Randolph, New Jersey 07869.
Clifford Starrett is a director of the Filing Person. Mr. Starrett is an
attorney, and his home address is 205 Mt. Kemble Avenue, Morristown, New Jersey
07960.
David O. Zenker is a director of the Filing Person. Mr. Zenker is a physician,
and his principal business address is 26 Madison Avenue, Morristown, New Jersey
07960.
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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 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
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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.
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 9, 1994. Jersey Battered Women's Service, Inc.
/s/Ann L. Probert
--------------------
By:
Name: Ann L. Probert
Title: President
S-1
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JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to Jersey Battered Women's Service,
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.
Jersey Battered Women's Service, Inc.
(Name of Transferee)
By: /s/ Ann L. Probert
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Executed as of the 5th day of December, 1994.
Outlet Communications, Inc.
By:
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