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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)
Joseph D. Funke
The Seeing Eye, Inc.
P.O. Box 375
Morristown, New Jersey 07963-0375
(201) 539-4425
(Name, address and telephone number of person
authorized to receive notices and communications)
December 16, 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
1 NAME OF PERSON
THE SEEING EYE, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
22-1539721
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
5,500
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 The Seeing Eye, 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 Seeing Eye, Inc.
b. Business address: P.O. Box 375, Morristown, New
Jersey 07963-0375
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 Jersey
Philip James Bowers III is a member of the Board of Trustees of the Filing
Person. Mr. Bowers is president of J. Bowers & Co., Inc. and his principal
business address is P.O. Box 413, Bedminster, New Jersey 07921.
Robert E. Campbell is treasurer and a member of the Board of Trustees of the
Filing Person. Mr. Campbell's principal occupation is vice chairman of Johnson
& Johnson and principal business address is One Johnson & Johnson Plaza, New
Brunswick, New Jersey 08933.
Rodney D. Day III is a member of the Board of Trustees of the Filing Person.
Mr. Day's principal occupation is senior vice president and director of Johnson
& Higgins and principal business address is 125 Broad Street, New York, New
York 10004-2400.
H. John Greeniaus is a member of the Board of Trustees of the Filing Person.
Mr. Greeniaus' principal occupation is president of Nabisco Foods Group and
principal business address is 7 Campus Drive, Parsippany, New Jersey
07054-0311.
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Josephine V. Gumaer is an assistant treasurer and a member of the Board of
Trustees of the Filing Person. Ms. Gumaer's principal occupation is vice
president of Manufacturers & Traders Trust Co. and principal business address
is 654 Madison Avenue, New York, New York 10021.
John C. Kelly is a member of the Board of Trustees of the Filing Person. Mr.
Kelly's principal occupation is managing partner of Arthur Andersen & Co. and
principal business address is 101 Eisenhower Parkway, Roseland, New Jersey
07068.
Walker Kirby is a member of the Board of Trustees of the Filing Person.
Mr. Kirby's principal occupation is a CEO of Kirby Foundation and principal
business address is 769 Shunpike Road, Madison, New Jersey 07940.
Robert W. Kirk, DVM is a member of the Board of Trustees of the Filing
Person. Dr. Kirk's principal occupation is Veteranarian and principal business
address is 84 Turkey Hill Road, Ithaca, New York 14850.
F. Douglas Lawrason, M.D. is a member of the Board of Trustees of the Filing
Person. Dr. Lawrason's principal occupation is physician and principal
business address is 5 Winston Farm Lane, Far Hills, New Jersey 07931.
John K. Lundberg is a member of the Board of Trustees of the Filing Person.
Mr. Lundberg's principal occupation is retired and principal business address is
180 Thomas Rood Road, Mendham, New Jersey 07945.
Gwynne G. McDevitt is a member of the Board of Trustees of the Filing Person.
Ms. McDevitt's principal occupation is retired and principal business address is
Covered Bridge Farm House, 4111 Goshen Road, Newtown Square, Pennsylvania
19073.
Wayne M. E. McLeod is a member of the Board of Trustees of the Filing Person.
Mr. McLeod's principal occupation is president and chief executive officer of
CCL Industries, Inc. and principal business address is 105 Gordon Baker Road,
Willowdale, Ontario M2H 3P8 Canada.
Hope Medina is a secretary and a member of the Board of Trustees of the Filing
Person. Ms. Medina's principal occupation is retired and principal business
address is Loantaka Lane, South, Morristown, New Jersey 07960.
Donald Patterson, DVM, D.Sc. is a member of the Board of Trustees of the Filing
Person. Dr. Patterson's principal occupation is veterinarian and principal
business address is School of Veterinary Medicine, University of Pennsylvania,
3800 Spruce Street, Philadelphia, Pennsylvania 19104.
Landon Peters is a member of the Board of Trustees of the Filing
Person. Mr. Peters' principal occupation is Portfolio Manager and principal
business address is 72 Knoll Drive, Princeton, New Jersey 08540.
David G. Powell is a member of the Board of Trustees of the Filing Person. Mr.
Powell's principal occupation is senior vice president of Allied Signal, Inc.
and principal business address is P.O. Box 300R, Colombia Road and Park Avenue,
Morristown, New Jersey 07962-2496.
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Robert G. Scott is vice chairman and a member of the Board of Trustees of the
Filing Person. Mr. Scott's principal occupation is managing director of Morgan
Stanley & Co., Inc. and principal business address is 1251 Avenue of the
Americas, New York, New York 10020.
W. Sydnor Settle, Esq. is chairman of the board and a member of the Board of
Trustees of the Filing Person. Mr. Settle's principal occupation is as an
attorney at Simpson, Thacher & Bartlett and principal business address is 425
Lexington Avenue, New York, New York 10017.
James P. Storer is a member of the Board of Trustees of the Filing
Person. Mr. Storer's principal occupation is CEO - Storer Foundation and
principal business address is 1629 Berkshire Road, Gates Mills, Ohio 44040.
John M. Turner is a member of the Board of Trustees of the Filing Person.
Mr. Turner's principal occupation is the Owner of an Insurance Agency and
principal business address is 6009 Hillcrest Avenue, Dallas, Texas 75205.
Mimi D. Walsh is a member of the Board of Trustees of the Filing
Person. Ms. Walsh's principal occupation is a homemaker and principal
business address is 21 Sandy Hill Road, Chatham, New Jersey 07928.
Dennis J. Murphy is president and a member of the Board of Trustees of the
Filing Person. Mr. Murphy's principal business address is P.O. Box 375,
Morristown, New Jersey 07963-0375.
Douglas S. Roberts is an assistant secretary of the Filing Person. Mr.
Roberts' principal occupation is Assistant Secretary and principal business
address is P.O. Box 375, Morristown, New Jersey 07963-0375.
Joan A. Bianco is an assistant secretary of the Filing Person. Ms.Bianco's
principal business address is P.O. Box 375, Morristown, New Jersey 07963-0375.
Joseph D. Funke is an assistant secretary of the Filing Person. Mr. Funke's
principal business address is P.O. Box 375, Morristown, New Jersey 07963-0375.
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.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Filing Person is the direct beneficial owner of 5,500 shares
of the Common Stock, representing approximately .08% 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).
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.
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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 16, 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 22, 1994. The Seeing Eye, Inc.
By: JOSEPH D. FUNKE
--------------------------
Name: Joseph D. Funke
Title: Assistant Treasurer
S-1
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JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to The Seeing Eye, Inc. (the
"Transferee") of 5,500 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.
The Seeing Eye, Inc.
(Name of Transferee)
By: /s/Joseph D. Funke
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Executed as of the 16th day of December, 1994.
Outlet Communications, Inc.
By:
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