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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)
Thomas P. Olversen
Seabury Hall
480 Olinda Road
Makawao, Hawaii 96768
(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 [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 9 Pages)
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CUSIP No. 69 111 10 9 13D Page 2 of 9 Pages
1 NAME OF PERSON
SEABURY HALL
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
99-0110784
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
HAWAII
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
17,000
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 Seabury Hall (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. Seabury Hall
b. Business address: 480 Olinda Road, Makawao, Hawaii
96768.
c. Seabury Hall 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 Seabury Hall 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. Hawaii.
John C. Baldwin is a member of the board of trustees of the Filing Person. Mr.
Baldwin is the president of HST, Inc. and his business address is 1176 Nakui
Street, Makawao, HI 96768.
Zadoc W. Brown, Jr. is a member of the board of trustees of the Filing Person.
Mr. Brown is a manager, Maui office, Smith Barney and his business address is
33 Lono Avenue, #330, Kahulaui, HI 96732.
Everett Dowling is a member of the board of trustees of the Filing Person. Mr.
Dowling is a president of Dowling, Inc. and his business address is 1977 E.
Main Street, Wailuku, HI 96793.
Betsy Erdman is a member of the board of trustees of the Filing Person. Ms.
Erdman is a community volunteer and her residence is Ulupalakua Ranch,
Ulupalakua, HI 96790.
Gary Gifford is a member of the board of trustees of the Filing Person. Mr.
Gifford is the president of Kapalua Land Co., Ltd. and his business address is
1000 Kapalua Drive, Kapalua, HI 96761.
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J. Stephen Goodfellow is a member of the board of trustees of the Filing
Person. Mr. Goodfellow is the vice president of Goodfellow Bros., Inc. and his
business address is P.O. Box 220, Kibei, HI 96753.
Douglas Hajjar is a member of the board of trustees of the Filing Person. Mr.
Hajjar is the vice-chairman of Cadence Design Systems and his business address
is 270 Billerica Road, Chelmsford, MA 01824.
James J.C. Haynes, II is a member of the board of trustees of the Filing
Person. Mr. Haynes is the president of Maui Petroleum, Inc. and his business
address is P.O. Box 1566, Kahului, HI 96732.
James R. Judge is a member of the board of trustees of the Filing Person. Mr.
Judge is an attorney and his business address is 2233 Vineyard Street, Wailuku,
HI 96793.
Tom C. Leuteneker is a member of the board of trustees of the Filing Person.
Mr. Leuteneker is a partner of Carlsmith, Ball, Wichman, Murray, Case, Mukai &
Ichiki and his business address is 2200 Main Street, Suite 400, Wailuku, HI
96793.
Paul Mancini is a member of the board of trustees of the Filing Person. Mr.
Mancini is a partner of Case & Lynch and his business address is 33 Lono
Avenue, Suite 470, Kahului, HI 96732.
Paul Meyer is a member of the board of trustees of the Filing Person. Mr.
Meyer is executive vice president of finance of Maui Land & Pineapple Co. and
his business address is P.O. Box 187, Kahului, HI 96732.
Roderick McPhee is a member of the board of trustees of the Filing Person. Mr.
McPhee is a retired president of the Punahou School and his residence is 2022
Kakela Drive, Honolulu, HI 96782.
Zelie Myers is a member of the board of trustees of the Filing Person. Mrs.
Myers is as executive vice president of The Myers Corporation and her residence
is 3239 Noela Drive, Honolulu, HI 96815.
Nathaniel R. Potter is a member of the board of trustees of the Filing Person.
Mr. Potter is a retired vice president of Hawaiian Cement and his residence is
3710 Tantalus Drive, Honolulu, HI 96822.
Henry Rice is a member of the board of trustees of the Filing Person. Mr. Rice
is the president and manager of Kaonoulu Ranch and his business address is P.O.
Box 1141, Wailuku, HI 96793.
Judy Siracusa is a member of the board of trustees of the Filing Person. Ms.
Siracusa is a community volunteer and her home address is 453 Laulea Place,
Paia, HI 96779.
Jeanne Skog is a member of the board of trustees of the Filing Person. Ms.
Skog is a vice president of administration, Maui Economic Development and her
business address is 590 Lipoa Pkwy, Kihei, HI 96753.
Jack Thompson is a member of the board of trustees of the Filing Person. Mr.
Thompson is a retired school administrator and his home address is 204 Kealakai
Place, Paia, HI 96779.
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Rev. Layton Zimmer is a member of the board of trustees of the Filing Person.
Mr. Zimmer is a Rector, Church of the Good Shepherd and his business address is
Good Shepherd, 2140 Main Street, Wailuku, HI 96793.
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
17,000 shares of the Common Stock, representing approximately .25% 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.
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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.
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
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(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 2, 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 12, 1994. Seabury Hall
By: /s/ Thomas P. Olversen
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Name: Thomas P. Olversen
Title: Headmaster
S-1
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JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to Seabury Hall (the "Transferee") of
17,000 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.
Seabury Hall
(Name of Transferee)
By: /s/ Judy Siracusa
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Executed as of the 2nd day of December, 1994.
Outlet Communications, Inc.
By: _______________________
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