<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
OUTLET COMMUNICATIONS, INC.
(Name of issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of class of securities)
69-111-10-9
(CUSIP number)
Michael B. Lenard
William E. Simon & Sons, Inc.
10990 Wilshire Boulevard
Suite 1750
Los Angeles, California 90024
(310) 914-2410
(Name, address and telephone number of person
authorized to receive notices and communications)
April 12, 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 4 Pages)
<PAGE> 2
CUSIP No. 69 111 10 9 13D Page 2 of 4 Pages
- -------------------------------------------------------------------------------
1 NAME OF PERSON
WILLIAM E. SIMON
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
UNITED STATES
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES ------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 4,691,185
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
482,632
------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,691,185
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.5%
- -------------------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
IN
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
2
<PAGE> 3
GENERAL. This Amendment No. 8 to the Schedule 13D filed by William E.
Simon amends, to the extent set forth herein, the Schedule 13D dated June 30,
1988 as previously amended by Amendments No. 1, 2, 3, 5, 6 and 7. The initial
Schedule 13D and Amendments No. 1, 2 and 3 thereto were filed by Mr. Simon
pursuant to joint filing agreements with certain other persons; an Amendment
No. 4 was filed by certain other persons who were parties to such joint filing
agreements, not including Mr. Simon (Mr. Simon disclaims any responsibility for
such Amendment No. 4). Mr. Simon is filing this Amendment No. 8, and filed
Amendments No. 5, 6 and 7 to his Schedule 13D individually and not as a party
to any joint filing agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses to subparagraphs (a) through (c) of Item 5 are hereby
amended to add the following:
Set forth below is a schedule of all transactions in the shares of
Common Stock by William E. Simon that were effected during the past sixty (60)
days. Each transaction was effected in an open market transaction on NASDAQ
and the price per share excludes commissions.
On March 3, 1994, Mr. Simon sold 10,000 shares of the Common Stock at
a price of $9.44 per share. On March 24, 1994, Mr. Simon sold 3,000 shares of
the Common Stock at a price of $9.19 per share. On March 25, 1994, Mr. Simon
sold 22,000 shares of the Common Stock at a price of $9.17 per share. On April
12, 1994, Mr. Simon sold 2,500 shares of the Common Stock at a price of
$9.44 per share.
Following such transactions, Mr. Simon is the direct beneficial owner
of 482,632 shares of the Common Stock, representing approximately 7.4% of the
outstanding Common Stock.
By virtue of the Stockholders' Agreement described in Item 6 of this
Schedule 13D, Mr. Simon may be deemed to be the indirect beneficial owner of
approximately 4,691,185 shares of the Common Stock held by the parties to such
agreement. This number represents (i) the number of shares reported to be
covered by the Stockholders' Agreement as of March 18, 1994 in the Proxy
Statement of the Issuer sent to stockholders in connection with the annual
meeting of stockholders to be held on May 4, 1994 1/ (the "Proxy Statement")
minus (ii) the number of shares disposed of by Mr. Simon since March 18, 1994.
Mr. Simon disclaims beneficial ownership of the shares of Common Stock that are
owned by the other parties to the Stockholders' Agreement.
The Proxy Statement reports that 6,564,515 shares of Common Stock were
outstanding on March 18, 1994; based on such number and the calculation
described above, the shares covered by the Stockholders' Agreement represent
approximately 71.5% of the shares outstanding, and the shares directly owned by
Mr. Simon represent approximately 7.4% of the shares outstanding.
__________________________________
1. Parties to the Stockholders' Agreement other than Mr. Simon may have
engaged in transactions since March 18, 1994 resulting in changes to
such number of covered shares.
3
<PAGE> 4
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: April 14, 1994.
*
---------------------------
WILLIAM E. SIMON
(*) By: /s/ WILLIAM E. SIMON, JR.
----------------------------------------
Name: William E. Simon, Jr.
(*) Executed by William E. Simon, Jr. as Attorney-in-Fact for William
E. Simon pursuant to the Power of Attorney filed with Amendment No. 5
to this Schedule 13D, which Power of Attorney is hereby incorporated
by reference herein.
4
<PAGE> 5
ATTACHMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)
OUTLET COMMUNICATIONS, INC.
(Name of issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
69-111-10-9
(CUSIP number)
Michael B. Lenard
William E. Simon & Sons, Inc.
10990 Wilshire Boulevard
Suite 1750
Los Angeles, California 90024
(310) 914-2410
(Name, address and telephone number of person
authorized to receive notices and communications)
June 11, 1993
(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 4 Pages)
<PAGE> 6
Schedule 13D
CUSIP No. 69-111-10-9 Page 2 of 4 Pages
1 NAME OF PERSON
William E. Simon
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*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,840,786
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 550,132
PERSON WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,840,786
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74%
14 TYPE OF PERSON REPORTING*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
2
<PAGE> 7
GENERAL. This Amendment No. 7 to the Schedule 13D filed by William E.
Simon amends, to the extent herein set forth, the Schedule 13D dated June 30,
1988 as previously amended by Amendments No. 1, 2, 3, 5 and 6. The initial
Schedule 13D and Amendments No. 1, 2 and 3 thereto were filed by Mr. Simon
pursuant to joint filing agreements with certain other persons; an Amendment
No. 4 was filed by certain other persons who were parties to such joint filing
agreements, not including Mr. Simon (Mr. Simon disclaims any responsibility for
such Amendment No. 4). Mr. Simon is filing this Amendment No. 7, and filed
Amendments No. 5 and 6, to his Schedule 13D individually and not as a party to
any joint filing agreement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses to subparagraphs (a) through (c) of Item 5 are hereby
amended to add the following:
On June 11, 1993, William E. Simon purchased 140,366 shares of Common
Stock at a price of $6.00 per share. Of such shares, 136,601 were purchased in
transactions executed on NASDAQ, and 3,765 shares were purchased in a private
transaction from a party to the Stockholders' Agreement described in Item 6 of
this Schedule 13D.
By virtue of the Stockholders' Agreement, Mr. Simon therefore may be
deemed to be the indirect beneficial owner of approximately 4,840,786 shares of
Common Stock held by the parties to such agreement. This number is the sum of
(i) the number of shares reported to be covered by the Stockholders' Agreement
as of March 31, 1993 in the Proxy Statement of Outlet Communications, Inc. sent
to stockholders in connection with the annual meeting of stockholders held on
April 27, 1993(1) (the "Proxy Statement") and (ii) the number of shares
acquired by Mr. Simon he believes were not included in the number reported in
the Proxy Statement, as herein reported and reported in Amendment No. 5 to this
Schedule 13D. Mr. Simon disclaims beneficial ownership of the shares of Common
Stock that are owned by the other parties to the Stockholders' Agreement.
The Proxy Statement reports that 6,552,500 shares of Common Stock were
outstanding on March 10, 1993; based on such number and the calculation
described above, the shares covered by the Stockholders' Agreement represent
approximately 74% of the shares outstanding, and the shares directly owned by
Mr. Simon represent 8.4% of the shares outstanding.
(Signature page follows)
______________
(1) Parties to the Stockholders' Agreement other than Mr. Simon may have
engaged in transactions since March 31, 1993 resulting in changes to
such number of covered shares.
3
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 15, 1993. WILLIAM E. SIMON
*
--------------------------------------
(*)By: /s/ WILLIAM E. SIMON, JR.
---------------------------
Name: William E. Simon, Jr.
(*) Executed by William E. Simon, Jr. as Attorney-in-Fact for William E. Simon
pursuant to the Power of Attorney filed with Amendment No. 5 to this
Schedule 13D, which Power of Attorney is hereby incorporated by reference
herein.
4
<PAGE> 9
Attachment No. 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
OUTLET COMMUNICATIONS, INC.
(Name of issuer)
Class A Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
69-111-10-9
(CUSIP Number)
Michael B. Lenard
William E. Simon & Sons, Inc.
10990 Wilshire Boulevard
Suite 1750
Los Angeles, California 90024
(310) 914-2410
(Name, address and telephone number of person
authorized to receive notices and communications)
May 27, 1993
(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 5 Pages)
<PAGE> 10
Schedule 13D
CUSIP No. 69-111-10-9 Page 2 of 5 Pages
1 NAME OF PERSON
William E. Simon
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*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,704,185
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 409,766
PERSON WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,704,185
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
72%
14 TYPE OF PERSON REPORTING*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
2
<PAGE> 11
GENERAL. This Amendment No. 6 to the Schedule 13D filed by William E.
Simon amends, to the extent herein set forth, the Schedule 13D dated June 30,
1988 as previously amended by Amendments No. 1 through 5 thereto.
ITEM 4. PURPOSE OF TRANSACTION.
The response to Item 4 is hereby amended to add the following:
William E. Simon may, subject to among other things an evaluation of
market and economic conditions affecting the Company and the Common Stock, from
time to time acquire additional shares of the Common Stock in open market
purchases or privately negotiated transactions. Any such decision to purchase
additional shares will depend upon circumstances existing at the time of such
purchase and, accordingly, there can be no assurance that Mr. Simon will
purchase any additional shares. Mr. Simon also reserves the right to, and may
at any time or from time to time, sell or otherwise dispose of all or any part
of such shares of the Common Stock now held or hereafter acquired.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The responses to subparagraphs (a) through (c) of Item 5 are hereby
amended to add the following:
On February 13, 1992, William E. Simon sold 5,000 shares of the Common
Stock at a price of $5.00 per share. On February 24, 1992, Mr. Simon sold 5,000
shares at a price of $4.75 per share. On March 19, 1992, Mr. Simon sold 5,000
shares at a price of $5.00 per share.
On May 19, 1993, Mr. Simon purchased 10,000 shares of the Common Stock
at a price of $5.00 per share. On May 20, 1993, Mr. Simon purchased 2,000
shares at a price of $5.125 per share. On May 21, 1993, Mr. Simon purchased
5,000 shares at a price of $5.25 per share. On May 27, 1993, Mr. Simon
purchased 53,000 shares at a price of $5.25 per share.
All of such sales and purchases were executed on NASDAQ. Following such
transactions, Mr. Simon is the direct beneficial owner of 409,766 shares of
the Common Stock, representing approximately 6% of the outstanding Common
Stock.
By virtue of the Stockholders' Agreement described in Item 6 of this
Schedule 13D, Mr. Simon continues to be deemed to be the indirect beneficial
owner of all of approximately 4,704,185 shares of the Common Stock held by the
parties to such agreement. This number is the sum of the net increase in shares
held by Mr. Simon as herein reported and the number of shares reported to be
covered by the Stockholders' Agreement as of March 31, 1993 in the Proxy
Statement of Outlet Communications, Inc. sent to stockholders in connection
with the annual meeting of stockholders held on April 27, 1993(1) (the "Proxy
Statement"). Mr. Simon disclaims beneficial ownership of the shares of Common
Stock that are directly owned by the other parties to the Stockholders'
Agreement.
____________________
(1) Parties to the Stockholders' Agreement other than Mr. Simon may have
engaged in transactions since March 31, 1993 resulting in changes to
such number of covered shares.
3
<PAGE> 12
The Proxy Statement reports that 6,552,500 shares of Common Stock were
outstanding on March 10, 1993; based on such number, the shares covered by the
Stockholders' Agreement represent approximately 72% of the shares outstanding.
(Signature page follows)
4
<PAGE> 13
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 2, 1993 WILLIAM E. SIMON
*
--------------------------------------
(*)By: WILLIAM E. SIMON, JR.
----------------------------
Name: William E. Simon, Jr.
(*) Executed by William E. Simon, Jr. as Attorney-in-Fact for William E. Simon
pursuant to the Power of Attorney filed with Amendment No. 5 to this
Schedule 13D, which Power of Attorney is hereby incorporated by reference
herein.
<PAGE> 14
Attachment No. 3
<TABLE>
<S> <C>
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 OMB NO. 3235-0145
Expires September 30, 1988
Schedule 13D
</TABLE>
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
OUTLET COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
69-111-10-9
----------------------------------------------------------------
(CUSIP Number)
Kenneth M. Socha, Esq.
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019, (212) 259-8000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 21, 1991
----------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition 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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 8 Pages
<PAGE> 15
Schedule 13D
CUSIP No. 690111-10-9 Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Simon
2 CHECK THE APPROPRIATE BOX IF A 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
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,704,978
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 354,766
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,704,978
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
71.8%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 16
The Schedule 13D relating to the Class A common stock, par value $.01 per share
(the "Common Stock"), of Outlet Communications, Inc., a Delaware corporation
(the "Company"), filed on July 11, 1988 by the persons listed in Item 2 thereof
(the "Filing Persons"), as amended by Amendments No. 1, No. 2, No. 3 and No. 4
thereto, is hereby further amended as follows (capitalized terms used but not
defined herein having the meaning as set forth in such Schedule 13D):
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The response to Items (a), (b) and (c) are hereby amended to add the
following:
On September 24, 1991, William E. Simon sold 40,000 shares of the
Common Stock at a price of $5.25 per share and 5,000 shares at a price of $5.50
per share. On September 25, 1991, Mr. Simon sold 5,000 shares at a price of
$5.50 per share. On September 26, 1991, Mr. Simon sold 5,500 shares at a price
of $5.50 per share. On October 10, 1991, Mr. Simon sold 10,000 shares at a
price of $5.50 per share. All such sales were executed on NASDAQ. Following
such sales, Mr. Simon is the direct beneficial owner of 354,766 shares of the
Common Stock, representing approximately 5.4% of the outstanding Common Stock.
By virtue of the Stockholders' Agreement described in Item 6 of this
Schedule 13D, each of the Filing Persons continues to be deemed to be the
indirect beneficial owner of all of the approximately 4,704,978 shares of the
Common Stock held by the parties to such agreement. Each of the Filing Persons
disclaims beneficial ownership of the shares of Common Stock that are directly
owned by each other party to the Stockholders' Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Power of Attorney
- 3 -
<PAGE> 17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Dated: October 29, 1991 /s/ WILLIAM E. SIMON, JR., Attorney-in-Fact
-------------------------------------------
William E. Simon
Attorney-in-Fact
- 4 -
<PAGE> 18
POWER OF ATTORNEY
Including Power to make Charitable and Other Gifts
KNOW ALL MEN BY THESE PRESENTS:
that I, WILLIAM E. SIMON, residing at Sand Spring Road in New Vernon, New
Jersey, do hereby constitute and appoint any one of the following two
individuals acting singly:
WILLIAM E. SIMON, JR., 543 Toyopa Drive, Pacific Palisades, California
J. PETER SIMON, 248 Oak Ridge Avenue, Summit, New Jersey
my Attorneys-in-Fact, and each of them my Attorney-in-Fact, for me and in my
name, place and stead, to make, sign, seal, endorse, accept, execute,
acknowledge and deliver any and all contracts, agreements, specialties,
acquittances, assignments, leases, transfers, deeds, instruments of conveyance,
mortgages, bonds, notes, checks, drafts, bills of exchange, orders for the
payment of money and other instruments and obligations of every kind, whether
of a similar or a different nature; and generally to do all things which in the
judgment of said Attorneys are necessary or advisable to be done for me or on
my behalf, either within the State of New York or elsewhere in the world, in
connection with my affairs and business or in connection with my property as
hereinafter defined; and in particular, without in any way limiting the broad
and general powers which it is my intention to confer upon said Attorneys, on
my behalf and for my account, and either in my name or otherwise:
(1) to receive all dividends and interest which may be or become payable
on any shares of stock, bonds, notes or other securities as hereinafter
defined;
(2) to buy and sell stocks, bonds and other securities and commodities
and other property through any firm or firms of brokers or otherwise, and
to pay customary brokerage and other commissions and expenses in connection
therewith;
(3) to vote as my proxy at any meeting of a corporation, association
or other entity, or of securityholders of a corporation, association or
other entity, in respect of any stock or other securities held by me and
for that purpose to sign any proxy or other instrument;
(4) to commence and carry on, or to defend, all actions, suits or other
proceedings which affect or may affect anything in which I or my property
may be in any wise concerned, and to settle or discontinue the same;
(5) to demand, sue for, enforce payment of and receive and give
discharges for all moneys, debts, rents and other claims of every kind
belonging to me;
(6) to settle, compromise or submit to arbitration all accounts, claims
and disputes between me and any other person as hereinafter defined;
(7) to deposit all income and other moneys becoming payable to me or
realized from my property with any bank, trust company, partnership or
other person, as said Attorneys shall deem advisable, and to withdraw, by
check or otherwise, and invest the same in such investments, or to use the
same for such other purposes, as said Attorneys shall deem advisable;
- 5 -
<PAGE> 19
(8) to make such arrangements for the custody or safekeeping of any or
all of my property as said Attorneys shall deem advisable, and from time to
time to change or terminate any arrangements for such custody or
safekeeping which have heretofore been or shall hereafter be made;
(9) to consent to and participate in any reorganization, liquidation,
merger, consolidation or readjustment of any corporation, association or
other entity the stocks or other securities of which I may hold, and in
connection therewith to exchange such securities for new securities and to
make such payments or other commitments as said Attorneys shall deem
advisable;
(10) to pay, out of my funds, any and all debts, taxes, expenses and
amounts now or hereafter owing, or believed by said Attorneys to be owing,
by me to any person;
(11) to borrow money in such amounts as said Attorneys shall deem
advisable, and to execute therefor notes, bonds or other obligations on
such terms as said Attorneys shall deem advisable;
(12) to give security for any money so borrowed by the mortgage or
pledge of any of my property and to execute, acknowledge and deliver such
instruments as said Attorneys shall deem appropriate to make such mortgage
or pledge effective;
(13) to sell, convey, exchange or otherwise dispose of any or all of
my real estate, leases, leaseholds or other property partaking of the
nature of real estate, for such prices and upon such terms and conditions,
and either with or without covenants and restrictions and enter at private
or public sale, all as said Attorneys shall deem advisable, and to sign,
seal, execute, acknowledge and deliver contracts of sale or exchange,
assignments and deeds or other instruments of conveyance, and to mortgage,
develop, alter, repair, improve, insure, let or lease, manage and otherwise
deal with any of such real estate or other property and each and every part
thereof, in such manner and to such extent and for such length of time and
upon such terms and conditions as said Attorneys shall deem advisable;
(14) to make, execute and file any and all declarations, returns,
waivers, consents and other instruments or forms relating to Federal,
State, municipal and other taxes or assessments, including income,
property, excise and other taxes of whatever nature and whether imposed by
any domestic or by any foreign authority, and in connection with any such
taxes or assessments due or claimed or believed to be due from me or in
respect of any property or rights which I may own or in which I may have
any interest, to appear and represent me before the United States Treasury
Department, or the Internal Revenue Service, or any representatives
thereof, or the State Tax Commission of New York or any other governmental
or municipal body or authority of whatever nature, domestic or foreign, or
any representatives of any thereof, and to conduct and transact any case,
claim or matter whatsoever before said Department, Service, Commission or
other body or authority or the representatives of any thereof in respect of
any and all things pertaining to any such taxes or assessments, and in
connection therewith to exercise all such rights and privileges, and to
have such access to all records and papers, as I might exercise or have;
(15) to have access to any and all safe deposit boxes or vaults held
by me or in my name to withdraw the contents thereof;
2
<PAGE> 20
(16) on such terms as said Attorneys shall deem advisable, to appoint
agents or hire employees or retain legal counsel or other advisers for the
purpose of carrying out any action authorized by this instrument and to
revoke any such appointment or hiring or retainer; and
(17) to execute in my name all instruments of any kind which said
Attorneys shall deem advisable or convenient for the exercise of any of the
powers conferred by this instrument.
Wherever used in this instrument, the term "securities" shall mean and
include bonds, notes, debentures, mortgages, obligations, warrants and stocks
of any kind or class, and such other evidences of indebtedness and certificates
of interest as are usually referred to by the term "securities"; the term
"property" shall mean and include real, personal and mixed property of every
kind and wherever situate (including, without limiting the generality of the
foregoing, securities as above defined) and shall include every kind of right,
title and interest, legal or equitable and whether beneficial or otherwise, in
or to any of the foregoing; and the term "person" shall mean and include any
individual, corporation, association, partnership, government, bureau, agency
or other entity, whether domestic or foreign, of any kind and whether acting on
his, her or its own or in any fiduciary or other capacity or interest.
I hereby give and grant to said Attorneys full power and authority to make
gifts on my behalf (i) to charitable organizations in the form of cash or
property interests in property provided that in the judgment of said Attorneys
such gifts are deductible for tax purposes, and/or (ii) to individuals, to
trustees or to custodians under the Uniform Gifts to Minors Act in the form of
cash or property or interests in property, whether in amounts equal to the
annual exclusion for gift tax purposes or in greater or lesser amounts.
I hereby give and grant to said Attorneys full power and authority to place
all or any part of my assets in a revocable trust of which I shall be the sole
beneficiary (but with power of withdrawal reserved to my said Attorneys for any
purpose authorized or permitted under this power of attorney) with remainder
payable to my estate, in such form as may be approved by Messrs. Cravath,
Swaine & Moore or by my regular legal counsel, with any one or more individuals
(including one or more of my said Attorneys) and/or a corporation as trustee or
trustees thereof.
The authority granted by this instrument shall extend not only to all
property which I now own or possess but also to all property which, while this
power of attorney shall continue in force and unrevoked, I or said Attorneys,
acting hereunder, shall acquire by purchase, exchange, gift, devise, bequest or
in any other manner.
Each of said Attorneys shall have full power to appoint a substitute or
substitutes to exercise in his place and stead, and as my attorney-in-fact or
attorneys-in-fact, any or all of the powers (including the powers granted by
this paragraph) which by this instrument I have conferred upon said Attorneys,
and at the pleasure of said Attorney to revoke any such appointment.
I hereby give and grant to said Attorneys full power and authority to do
and perform every act or thing which said Attorneys shall deem necessary or
advisable in and about the premises as fully to all intents and purposes as I
could do if I were personally present and acting and I hereby ratify and
confirm all that said Attorneys any substitute or substitutes appointed as
above provided shall lawfully do or cause to be done by virtue hereof.
3
<PAGE> 21
Each of said Attorneys and each substitute, if any, appointed as above
provided shall have all the powers, including discretionary powers, which are
granted to said Attorneys by any of the provisions of this instrument and,
acting alone and without notice to anyone, may exercise any or all of said
powers in the same manner and with the same effect as if appointed by this
instrument as my sole Attorney-in-Fact.
THIS POWER OF ATTORNEY SHALL NOT BE AFFECTED BY MY SUBSEQUENT
DISABILITY OR INCOMPETENCE.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 30th day
of October 1990.
/s/ WILLIAM E. SIMON
--------------------------------- [L. S.]
In the presence of:
PATRICIA J. PORCELLO
- -------------------------------
Witness
STATE OF NEW JERSEY )
) SS.:
COUNTY OF MORRIS )
On this 30th day of October, 1990, before me personally came ,
to me known to be the individual described in and who executed the foregoing
power of attorney, and acknowledged that executed said instrument.
PATRICIA J. PORCELLO
------------------------------------
Notary Public
PATRICIA J. PORCELLO
MORRIS COUNTY
NOTARY PUBLIC OF NEW JERSEY
My Commission Expires Oct. 2, 1994
<PAGE> 22
Attachment No. 4
<TABLE>
<S> <C>
SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL
Washington, D.C. 20549 OMB 3235-0145
Expires Oct 31, 1985
Schedule 13D
</TABLE>
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
OUTLET COMMUNICATIONS, INC.
--------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
--------------------------------------------------------------
(Title of Class of Securities)
690111-10-9
--------------------------------------------------------------
(CUSIP Number)
Kenneth M. Socha, Esq.
Dewey Ballantine
1301 Avenue of the Americas
New York, NY 10019, (212) 259-8000
--------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 1991
--------------------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition 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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 9 Pages
<PAGE> 23
The Schedule 13D relating to the Class A common stock, par value $.01 per share
(the "Common Stock"), of Outlet Communications, Inc., a Delaware corporation
(the "Company"), filed on July 11, 1988 by the persons listed in Item 2 thereof
(the "Filing Persons"), as amended by Amendments No. 1, No. 2 and No. 3
thereto, is hereby further amended as follows (capitalized terms used but not
defined herein having the meaning as set forth in Schedule 13D):
Item 2. Identity and Background
(a), (b), (c) and (f)
The response to Item 2 is hereby amended by supplementing Annex A described
therein as follows:
<TABLE>
<CAPTION>
Present Occupation and
Name, Principal
Business Address of
Name of Filing Organization in which
Person Business Address such Employment is
(Items 2(a)) (Item 2(b)) Conducted (Item 2(c))
- --------------- ---------------- ----------------------
<S> <C> <C>
1. The Hartington Trust P.O Box 1975 Private revocable
Morristown, NJ trust to which certain
07962-1975 assets (including
shares of the Common
Stock of the Company)
held by Raymond G.
Chambers have been
donated
2. Kurt T. Borowsky Harding Service President and Chief
Corporation Executive Officer,
330 South Street Harding Service
Morristown, NJ Corporation
07960 (management, consult-
ing) 330 South Street,
Morristown, NJ 07960
3. Gary L. Moore c/o Van Beuren President; Van
Management, Inc., Beuren Management,
(management con- Inc. (management con-
sulting), 330 sulting), 330 South
South St., St., Morristown, NJ
Morristown, NJ 07960
07960
</TABLE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The response to Items (a) and (c) are hereby amended to add the
following:
(a)(c) By virtue of their capacity as trustees of The Hartington Trust,
Messrs. Kurt T. Borowsky and Gary L. Moore are
Page 6 of 9
<PAGE> 24
deemed to be the beneficial owner of the 626,764 shares of the Common Stock
held by the Trust, which shares were donated to the Trust by Mr. Raymond A.
Chambers, who is also a trustee and the sole beneficiary of the Trust. Messrs.
Borowsky and Moore disclaim beneficial ownership of the shares of Common Stock
owned by the Trust as well as all shares held by each other party to the
Stockholders' Agreement.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement
Page 7 of 9
<PAGE> 25
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
THE HARTINGTON TRUST
February 11, 1991 By: /s/ GARY L. MOORE
-------------------------
Name: Gary L. Moore
Title: Trustee
By: /s/ KURT T. BOROWSKY
-------------------------
Kurt T. Borowsky
By: /s/ RAYMOND G. CHAMBERS
-------------------------
Raymond G. Chambers
By: /s/ GARY L. MOORE
-------------------------
Gary L. Moore
Page 8 of 9
<PAGE> 26
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing Schedule 13D may be
filed on behalf of each of them.
THE HUNTINGTON TRUST
February 11, 1991 By: /s/ GARY L. MOORE
------------------------------
Name: Gary L. Moore
Title: Trustee
/s/ KURT T. BOROWSKY
------------------------------
Kurt T. Borowsky
/s/ RAYMOND G. CHAMBERS
------------------------------
Raymond G. Chambers
/s/ GARY L. MOORE
------------------------------
Gary L. Moore
Page 9 of 9
<PAGE> 27
Attachment No. 5
<TABLE>
<S> <C>
UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NUMBER 3826-0146
Washington, D.C. 20549 Expires: August 31, 1991
Estimated average burden
Schedule 13D hours per response.....14.90
</TABLE>
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
OUTLET COMMUNICATIONS
-------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
-------------------------------------------------------
(Title of Class of Securities)
690111-10-9
---------------------------------------------
(CUSIP Number)
Kenneth M. Socha, Esq.
Dewey, Ballantine, Bushby, Palmer & Wood
140 Broadway, New York, NY 10005 Tel: (212) 820-1100
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 8, 1989
--------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition 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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 28
Schedule 13D
CUSIP No. 690111-10-9 Page 11 of 51 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Simon
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
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,993,630
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 420,266
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,993,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.2%
14 TYPE OF PERSON REPORTING*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
2
<PAGE> 29
The Schedule 13D relating to the Class A common stock, par value $.01 per
share (the "Common Stock"), of Outlet Communications, Inc., a Delaware
corporation (the "Company"), filed on July 11, 1988 by the persons
listed in Item 2 thereof (the "Filing Persons"), as amended by Amendment
No. 1 and Amendment No. 2 thereto, is hereby further amended as follows
(capitalized terms used but not defined herein having the meaning as set
forth in Schedule 13D):
Item 4. Purpose of Transaction
The response to Item 4 is hereby amended by deleting the text added by
Amendment No. 2 thereof and substituting the following therefor:
On November 9, 1988, Morgan Stanley & Co. Incorporated ("Morgan Stanley")
filed a complaint against Bruce G. Sundlun in the United States District Court
for the Southern District of New York. This complaint stated that Mr. Sundlun
agreed that payment of certain fees to Morgan Stanley "would be secured by
250,000 shares pledged to Morgan Stanley." The complaint asked that the Court
(i) impress 250,000 shares of the Company's Common Stock owned by Mr. Sundlun
with an equitable lien in Morgan Stanley's favor and (ii) grant Specific
performance with respect to the alleged covenant of Mr. Sundlun to pledge
these shares. The Agreement providing for the sale of all the shares of Common
Stock owned by Mr. Sundlun to the Filing Persons provided that the shares
should be delivered "free and clear of all liens and encumbrances." Because of
the controversy
Page 16 of 51 Pages
<PAGE> 30
between Mr. Sundlun and Morgan Stanley, the Filing Persons could not predict on
what date they would acquire the 420,000 shares of Common Stock owned by Mr.
Sundlun.
On January 24, 1989, Morgan Stanley, Mr. Sundlun and Wesray Capital
Corporation (individually and as agent for its affiliates who were party to the
Agreement) entered into a stipulation (the "Stipulation") (attached hereto as
Exhibit 1), in which Morgan Stanley consented to the sale of the 420,000 shares
of Common Stock owned by Mr. Sundlun to the Filing Persons "or their successors
and assigns, free and clear of any claim by Morgan to any lien, charge or
encumbrance, legal or equitable in such shares." The Court entered an order
granting the Stipulation on January 31, 1989.
On February 8, 1989, Mr. Sundlun and the Filing Persons entered into an
agreement pursuant to the terms of the Stipulation (such agreement attached
hereto as Exhibit 2) under which, on that date, the Filing Persons purchased
the 420,000 shares of Common Stock owned by Mr. Sundlun.
From time to time, the Company and the shareholders of Wesray Capital
Corporation have received unsolicited expressions of interest in the acquisition
of the Company. No formal action has been taken with respect to such
expressions of interest. However, the Board of Directors
Page 17 of 51 Pages
<PAGE> 31
has recently determined that it is in the best interests of the Company to
retain an investment banking firm to assist the Board of Directors in
evaluating any such proposed transaction and to seek alternatives. The Company
intends to retain First Boston Corporation for these purposes and to provide
related financial advice. Messrs. Richardson, Walsh, Koppelman, Ross, and
Vanderlip are Filing Persons affiliated with Wesray Capital Corporation and are
members of the Board of Directors. The Filing Persons intend to continue to
evaluate the business prospects of the Company and may determine to dispose of
all or a portion of the shares of Common Stock owned by them. Such a
determination may result in (i) an extraordinary corporate transaction, such as
a merger, reorganization, liquidation, or sale or transfer of a material amount
of assets involving the Company or any of its subsidiaries, (ii) a change in
the Company's Board of Directors or management, and (iii) a material change in
the Company's capitalization or corporate structure.
Page 18 of 51 Pages
<PAGE> 32
Item 5. Interest in Securities of the Issuer
The response to Items (a) and (c) are hereby amended to add the following:
(a) (c) By virtue of the Stockholders' Agreement described in Item 6 of
this Schedule 13D, each of the Filing Persons continues to be deemed to be the
beneficial owner of the 4,993,630 shares of the Common Stock held by the
parties to such agreements, which includes the 420,000 shares of the Common
Stock purchased by the Filing Persons from Mr. Sundlun on February 8, 1989.
Except as described herein, each of the Filing Persons disclaims beneficial
ownership of the shares of Common Stock owned by each other party to the
Stockholders' Agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The response to Item 6 is hereby amended to add the following:
The Agreement dated as of February 8, 1989 by and among Mr. Sundlun and
the Filing Persons is attached hereto as Exhibit 2 and is incorporated herein
by reference.
Page 19 of 51 Pages
<PAGE> 33
Item 7. Material to be Filed as Exhibits
Exhibit
- -------
1. Stipulation and Order dated January 31, 1989 by and among Morgan Stanley,
Mr. Sundlun and Wesray Capital Corporation.
2. Agreement dated as of February 8, 1989 by and among Mr. Sundlun and the
Filing Persons.
3. Joint Filing Agreement dated February __, 1989 among the Filing Persons.
Page 20 of 51 Pages
<PAGE> 34
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 17, 1989
/s/ Hugh J. Byrnes*
- -----------------------------
Hugh J. Byrnes
/s/ Raymond G. Chambers*
- -----------------------------
Raymond G. Chambers
/s/ Richard D. Ferrier*
- -----------------------------
Richard D. Ferrier
/s/ Keith Hightower*
- -----------------------------
Keith Hightower
/s/ John D. Howard*
- -----------------------------
John D. Howard
/s/ Julius Koppelman*
- -----------------------------
Julius Koppelman
/s/ Frank H. Pearl*
- -----------------------------
Frank H. Pearl
/s/ Frank E. Richardson, III
- -----------------------------
Frank E. Richardson, III
/s/ E. Burke Ross, Jr.*
- -----------------------------
E. Burke Ross, Jr.
/s/ William E. Simon*
- -----------------------------
William E. Simon
/s/ Manfred L. Steyn*
- -----------------------------
Manfred L. Steyn
/s/ Henrik N. Vanderlip*
- -----------------------------
Henrik N. Vanderlip
/s/ Frank E. Walsh, Jr.*
- -----------------------------
Frank E. Walsh, Jr.
Page 21 of 51 Pages
<PAGE> 35
*By: /s/ Frank E. Richardson, III
------------------------------
Frank E. Richardson, III
Attorney-In-Fact
The Mutual Benefit Life
Insurance Company
By: /s/ Donald E. Hagemann
------------------------------
Name: Donald E. Hagemann
Title: Senior Vice President
Page 22 of 51 Pages
<PAGE> 36
Attachment No. 6
<TABLE>
<S> <C>
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NO. 3238-0148
Washington D.C. 20549 Expires September 30, 1994
Schedule 13D
</TABLE>
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
OUTLET COMMUNICATIONS
- -----------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
- -----------------------------------------------------------
(Title of Class of Securities)
690111-10-9
--------------------------------------
(CUSIP Number)
<TABLE>
<S> <C>
Kenneth M. Socha, Esq.,
Dewey, Ballantine, Bushby, Palmer & Wood
140 Broadway, New York, NY 10005
(212) 820-1100
- -----------------------------------------------------------
</TABLE>
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1988
--------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previoulsy filed a statement of Schedule 13G to report
the acquisition 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 for more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownerhsip of five percent of loss 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.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 23 pages
<PAGE> 37
Schedule 13D
CUSIP No. 690111-10-9 Page 11 of 21 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Simon
2 CHECK THE APPROPRIATE BOX IF A 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
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,993,630
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 379,312
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,993,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 38
The Schedule 13D relating to the Class A common stock, par value $.01
per share (the "Common Stock"), of Outlet Communications, Inc., a Delaware
corporation (the "Company"), filed on July 11, 1988 by the persons listed
in Item 2 thereof (the "Filing Persons"), as amended by Amendment No. 1
thereto, is hereby further amended as follows:
Item 4. Purpose of Transaction
The response to Item 4 is hereby amended by adding the following
paragraph:
On November 9, 1988, Morgan Stanley & Co. Incorporated ("Morgan
Stanley") filed a complaint against Bruce G. Sundlun in the United States
District Court for the Southern District of New York. This complaint states
that Mr. Sundlun agreed that payment of certain fees to Morgan Stanley "would
be secured by 250,000 shares pledged to Morgan Stanley." The complaint asked
that the Court impress 250,000 shares of Outlet Communications Common Stock
owned by Mr. Sundlun with an equitable lien in Morgan Stanley's favor. It
further requests that the Court grant specific performance with respect to the
alleged covenant of Mr. Sundlun to pledge these shares. The Agreement providing
for the sale of all the shares of Common Stock owned by Mr. Sundlun to pledge
these shares. The Agreement providing for the sale of all the shares of Common
Stock owned by Mr. Sundlun to the Filing Persons provided that the shares
should be delivered "free and clear of all liens and encumbrances." Because of
the controversy between Mr. Sundlun and Morgan Stanley, as of December 9, 1988,
the Filing Persons cannot predict on what date they will acquire the 420,000
shares of Common Stock owned by Mr. Sundlun.
Page 16 of 23 Page
<PAGE> 39
Item 5. Interest in Securities of the Issuer
The response to Items (a) and (c) are hereby amended by deleting the
text thereof and substituting the following therefor:
(a)(c) According to the Company's Form 10-Q for the third quarter of
1988, on September 30, 1988 the Company had outstanding 4,667,500 shares of
Common Stock and 1,875,000 shares of non-voting Class B Common Stock (the
"Class B Stock"), convertible into an equal number of shares of the Common
Stock on two-days' notice. On October 27, 1988, the holder of all outstanding
shares of the Class B Stock, The Mutual Benefit Life Insurance Company ("Mutual
Benefit"), which is one of the Filing Persons, converted all of its Class B
stock into shares of the Common Stock. Accordingly, the Company now has
6,552,500 shares of the Common Stock outstanding.
Because the shares of Class B Common Stock were convertible into voting
shares of Common Stock on two-days' notice, each Filing Person has previously
reported beneficial ownership of such shares of Common Stock as if the Class B
Stock had been converted. The number of voting shares of Common Stock reported
by each Filing Person as beneficially owned has, therefore, not changed.
By virtue of the Stockholders' Agreement described in Item 6 of this
Schedule 13D, each of the Filing Persons
Page 17 of 23 Page
<PAGE> 40
continues to be deemed to be the beneficial owner of the 4,993,630 shares of
the Common Stock held by the parties to such agreement, which includes the
1,875,000 shares of the Common Stock obtained by Mutual Benefit when it
converted its Class B Stock. Except as described herein, each of the Filing
Persons disclaims beneficial ownership of the shares of Common Stock owned by
each other party to the Stockholder's Agreement.
Item 7. Material to be Filed as Exhibits
Exhibit
1. Joint Filing Agreement dated December 8, 1988 among the Filing Persons.
Page 18 of 23 Pages
<PAGE> 41
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
December 9, 1988
/s/ Hugh J. Byrnes*
- ---------------------------------
Hugh J. Byrnes
/s/ Raymond G. Chambers*
- ---------------------------------
Raymond G. Chambers
/s/ Richard D. Ferrier*
- ---------------------------------
Richard D. Ferrier
/s/ Keith Hightower*
- ---------------------------------
Keith Hightower
/s/ John D. Howard*
- ---------------------------------
John D. Howard
/s/ Julius Koppelman*
- ---------------------------------
Julius Koppelman
/s/ Frank H. Pearl*
- ---------------------------------
Frank H. Pearl
/s/ Frank E. Richardson, III
- ---------------------------------
Frank E. Richardson, III
/s/ E. Burke Ross, Jr.*
- ---------------------------------
E. Burke Ross, Jr.
/s/ William E. Simon*
- ---------------------------------
William E. Simon
/s/ Manfred L. Steyn*
- ---------------------------------
Manfred L. Steyn
/s/ Henrik N. Vanderlip*
- ---------------------------------
Henrik N. Vanderlip
Page 19 or 23 Pages
<PAGE> 42
/s/ Frank E. Walsh, Jr.*
- ---------------------------------
Frank E. Walsh, Jr.
*By: /s/ Frank E. Richardson, III
----------------------------
Frank E. Richardson, III
Attorney-in-Fact
The Mutural Benefit Life
Insurance Company
By: -----------------------------
Name:
Title:
Page 20 of 23 Pages
<PAGE> 43
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing Amendment No. 2 to the
Schedule 13D may be filed on behalf of each of them.
December 8, 1988
/s/ Hugh J. Byrnes* The Mutual Benefit
- ----------------------------- Life Insurance Company
Hugh J. Byrnes
By:
/s/ Raymond G. Chambers* ---------------------------
- ----------------------------- Name:
Raymond G. Chambers Title:
/s/ Richard D. Ferrier*
- -----------------------------
Richard D. Ferrier
/s/ Keith Hightower*
- -----------------------------
Keith Hightower
/s/ John D. Howard*
- -----------------------------
John D. Howard
/s/ Julius Koppelman*
- -----------------------------
Julius Koppelman
/s/ Frank H. Pearl*
- -----------------------------
Frank H. Pearl
/s/ Frank E. Richardson, III
- -----------------------------
Frank E. Richardson, III
/s/ E. Burke Ross, Jr.*
- -----------------------------
E. Burke Ross, Jr.
/s/ William E. Simon*
- -----------------------------
William E. Simon
/s/ Manfred L. Steyn*
- -----------------------------
Manfred L. Steyn
/s/ Henrik N. Vanderlip*
- -----------------------------
Henrik N. Vanderlip
/s/ Frank E. Walsh, Jr.* *By: /s/ Frank E. Richardson, III
- ----------------------------- ----------------------------
Frank E. Walsh, Jr. Frank E. Richardson, III
Attorney-In-Fact
Page 22 of 23 Pages
<PAGE> 44
Attachment No. 7
<TABLE>
<S> <C>
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB NO. 3???-0146
Washington, D.C. 20549 Expires: September 30, 1994
Schedule 13D
</TABLE>
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
OUTLET COMMUNICATIONS
-------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $.01 per share
-------------------------------------------------------
(Title of Class of Securities)
690111-10-9
---------------------------------------------
(CUSIP Number)
Kenneth M. Socha, Esq., Lane and Edson, P.C.
599 Lexington Avenue, 14th Floor, New York, New York 10022
(212) 418-8300
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 4, 1988
--------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition 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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 37 Pages
<PAGE> 45
Schedule 13D
CUSIP No. 690111-10-9 Page 11 of 37 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Simon
2 CHECK THE APPROPRIATE BOX IF A 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
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,993,630
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 379,312
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,993,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 46
The Schedule 13D relating to the Class A Copmmon Stock, par value $.01
per share (the "Common Stock"), of Outlet Communications, Inc., a
Delaware corporation (the "Company"), filed on July 11, 1988 by the
persons listed in Item 2 thereof (the "Filing Persons") is hereby
amended as follows:
Item 4. Purpose of Transaction
The response to Item 4 is hereby amended by deleting the last two
paragraphs thereof and substituting the following therefore:
Subsequent to this exchange of letters, representatives of the Filing
Persons and the Management Stockholders entered into discussions to resolve
their differences with respect to matters arising under the Call Agreement and
to discuss the future management of the Company in light of Sundlun's expressed
interest in seeking elected office. Such discussions led to the negotiation and
execution of an agreement (the "Agreement"), dated as of July 26, 1988, among
the Filing Persons, Sundlun, Henderson, the Company, and Outlet Broadcasting,
which provided for the following:
(i) The Call Agreement and the Call Rights were terminated and are no
longer of any force or effect and the Filing Persons, Sundlun, and
Henderson released each other from liability under the Call
Agreement.
Page 16 of 37 Pages
<PAGE> 47
(ii) The Filing Persons agreed to cause the Company and Outlet
Broadcasting to pay any amounts reasonably due to the investment
banking firm engaged by the Management Stockholders but only for
services rendered to or for the benefit of such corporation.
(iii) Sundlun and Henderson have waived their rights under a certain
Right of Refusal Agreement, dated as of July 31, 1986, among
Sundlun, Henderson, the Company, and Outlet Broadcasting
(previously filed with the Company's Registration Statement on
Form S-1, File No. 33-9442), which agreement had granted them
certain rights of refusal with respect to sales of certain of
Outlet Broadcasting's properties.
(iv) Henderson assumed the position of Chief Executive Officer of the
Company and Outlet Broadcasting. Sundlun will continue as
Chairman of the Board of Directors of the Company and Outlet
Broadcasting, but will retire from such positions effective no
later than January 19, 1989. Upon retirement, Sundlun will be
paid (A) $2,251,627 by Outlet Broadcasting, representing the
present value of payments due him under the terms of his
employment agreement, and (B) the Investor Stockholders will
purchase 420,000 shares of Common Stock owned by Sundlun at a
cash price of
Page 17 of 37 Pages
<PAGE> 48
$23.75 per share. The individual parties to the Agreement
agreed to cause the Company's and Outlet Broadcasting's By-Laws to be
amended to establish that the duties of the Chairman of the Board will
be to preside over Board meetings, assist the Chief Executive Officer
in the performance of his duties as requested, and perform such other
duties as may be designated by the Board. Outlet Broadcasting agreed
to fund unpaid obligations under its supplemental retirement plan in
the event of a change in control of the Company or Outlet
Broadcasting.
(v) The "super-majority" provisions of the Stockholders' Agreement
described in Item 5 of this Schedule 13D were eliminated and the
parties agreed to cause the elimination of identical provisions from
the certificates of incorporation and by-laws of the Company and
Outlet Broadcasting and from the certificate of incorporation, by-laws
and Stockholders' Agreement of Atlin Communications, Inc., an
affiliate of the Company and Outlet Broadcasting.
The Filing Persons reserve the right to change their purposes in respect of
their investment in the Company and take such action as they deem appropriate
in light of the circumstances existing at the time, including, without
Page 18 of 37 Pages
<PAGE> 49
limitation, acquiring additional shares of Common Stock or disposing of some or
all of the shares of Common Stock owned by them, in the open market, in
privately negotiated transactions, by tender offer or otherwise. The Filing
Persons may take actions to cause Outlet Broadcasting to dispose of some of its
properties.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The response to Item 6 is hereby amended by restating the fifth
paragraph thereof as follows:
The Stockholders' Agreement requires 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 Management Stockholders and nine persons
designated by the Wesray Stockholders. The Agreement described in Item 4
deleted from the Stockholders' Agreement requirements that the following
actions could not be taken without the affirmative vote of the holders of more
than 66-2/3% of the issued and outstanding shares of Common Stock of the
Company (including at least a majority of shares held by persons not a party to
the Stockholders' Agreement) unless such actions have been approved by ten of
the Company's fourteen directors:
(i) the sale or other transfer of the operating assets of, or
television license issued by the FCC for the operation of, television station
WJAR(TV) in Providence, Rhode Island;
Page 19 of 37 Pages
<PAGE> 50
(ii) the sale or other transfer of the operating assets of, or the
FCC licenses for the operation of, radio station WTOP(AM) in Washington, DC;
(iii) the acquisition by the Company or Outlet Broadcasting of any
additional television or radio stations, or the acquisition of any additional
material business or operating unit; and
(iv) except as specifically authorized by the Stockholders'
Agreement, any transactions between the Company or Outlet Broadcasting and any
affiliate of Wesray or Mutual Benefit other than a management fee to Harding
Service at an annual rate not to exceed one third of one percent (1/3%) of
Outlet Braodcasting's gross broadcast advertising revenues.
Item 7. Material to be Filed as Exhibits
Exhibit
1. Joint Filing Agreement, dated August 4, 1988, among the Filing Persons.
2. Agreement, dated as of July 26, 1988, among Outlet Communications, Inc.,
Outlet Broadcasting, Inc., Bruce G. Sundlun, David E. Henderson, and the
Investor Stockholders.
Page 20 of 37 Pages
<PAGE> 51
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
August 5, 1988
/s/ Hugh J. Byrnes*
- -----------------------------------
Hugh J. Byrnes
/s/ Raymond G. Chambers*
- -----------------------------------
Raymond G. Chambers
/s/ Richard D. Ferrier*
- -----------------------------------
Richard D. Ferrier
/s/ Keith Hightower*
- -----------------------------------
Keith Hightower
/s/ John D. Howard*
- -----------------------------------
John D. Howard
/s/ Julius Koppelman*
- -----------------------------------
Julius Koppelman
/s/ Frank H. Pearl*
- -----------------------------------
Frank H. Pearl
/s/ Frank E. Richardson, III
- -----------------------------------
Frank E. Richardson, III
/s/ E. Burke Ross, Jr.*
- -----------------------------------
E. Burke Ross, Jr.
/s/ William E. Simon*
- -----------------------------------
William E. Simon
/s/ Manfred L. Steyn*
- -----------------------------------
Manfred L. Steyn
/s/ Henrik N. Vanderlip*
- -----------------------------------
Henrik N. Vanderlip
/s/ Frank E. Walsh Jr.* *By: /s/ Frank E. Richardson, III
- ----------------------------------- ---------------------------------
Frank E. Walsh Jr. Frank E. Richardson, III
Attorney-in-Fact
Page 21 of 37 Pages
<PAGE> 52
The Mutual Benefit Life
Insurance Company
By: /s/ Donald E. HAGEMANN
------------------------------
Name: Donald E. Hagemann
Title: Senior Vice President
Page 22 of 37 Pages
<PAGE> 53
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing Schedule 13D may be
filed on behalf of each of them.
August 5, 1988
/s/ Hugh J. Byrnes*
---------------------------------
Hugh J. Byrnes
/s/ Raymond G. Chambers*
---------------------------------
Raymond G. Chambers
/s/ Richard D. Ferrier*
---------------------------------
Richard D. Ferrier
/s/ Keith Hightower*
---------------------------------
Keith Hightower
/s/ John D. Howard*
---------------------------------
John D. Howard
/s/ Julius Koppelman*
---------------------------------
Julius Koppelman
/s/ Frank H. Pearl*
---------------------------------
Frank H. Pearl
/s/ Frank E. Richardson, III
---------------------------------
Frank E. Richardson, III
/s/ E. Burke Ross, Jr.*
---------------------------------
E. Burke Ross, Jr.
/s/ William E. Simon*
---------------------------------
William E. Simon
/s/ Manfred L. Steyn*
---------------------------------
Manfred L. Steyn
Page 23 of 37 Pages
<PAGE> 54
/s/ Henrik M. Vanderlip*
---------------------------------
Henrik N. Vanderlip
/s/ Frank E. Walsh*
---------------------------------
Frank E. Walsh, Jr.
The Mutual Benefit Life
Insurance Company
By: /s/ Donald E. Hagemann
------------------------------
Senior V.P.
*By: /s/ Frank E. Richardson
-----------------------------
Frank E. Richardson, III
Attorney-In-Fact
Page 24 of 37 Pages
<PAGE> 55
<TABLE>
<S> <C>
OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB No. 3235-0146
Washington, D.C. 20549 Expires September 30, 1994
Schedule 13d
</TABLE>
Under the Securities Exchange Act of 1934
(Amendment No. )*
OUTLET COMMUNICATIONS, INC.
-----------------------------------------------------
(Name of issuer)
Class A Common Stock, Par Value $.01 Per Share
-----------------------------------------------------
(Title of class of securities)
690111-10-9
---------------------
(CUSIP number)
Kenneth M. Socha, Esq.
Lane and Edson, P.C.
599 Lexington Avenue
14th Floor
New York, New York 10022
(212) 418-8300
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 1988
--------------------------------------
(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.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
(Page 1 of 193 Pages)
<PAGE> 56
Schedule 13D
CUSIP No. 690111-10-9 Page 11 of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Simon
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
USA
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,993,630
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 379,312
PERSON WITH
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,993,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
76.2%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 57
This statement is filed by the persons listed in Item 2 (the "Filing
Persons"), who may be deemed to have formed a group for purposes of
Section 13(d) under the Securities Exchange Act of 1934, to the limited
extent described in Item 4. The Filing Persons do not, by reason of the
filing of this Schedule 13D, thereby admit that they have formed a "group"
within the meaning of Section 13(d). See Annex A hereto, which is
incorporated by reference herein, and which sets forth the names of the
Filing Persons.
Item 1. Security and Issuer
This statement relates to the shares of Class A Common Stock, par value
$0.1 per share (the "Common Stock"), of Outlet Communications, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal executive
office is 111 Dorrance Street, Providence, Rhode Island 02903.
Item 2. Identity and Background
(a), (b), (c), and (f). This statement is being jointly filed by the Filing
Persons who are listed on Annex A hereto ("Annex A") and by The Mutual Benefit
Insurance Company ("Mutual Benefit"). Certain information with respect to the
individual Filing Persons is set forth on Annex A. Mutual Benefit is a New
Jersey Corporation. Its principal business is insurance and its principal office
is located at 520 Broad Street, Newark, New Jersey 07101.
Each of the Filing Persons is a citizen of the United States of America.
Page 16 of __ Pages
<PAGE> 58
(d) and (e). During the last five years, none of the Filing Persons has (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction resulting in 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 violations with respect to those laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Pursuant to the Purchase and Call Rights Agreement, dated as of December
1, 1987 (the "Call Agreement"), between the Filing Persons and certain
stockholders affiliated with the Company's management (the "Management
Stockholders"), a copy of which is filed herewith as an exhibit and is
incorporated herein by reference, the Management Stockholders must, to prevent
the Filing Persons from acquiring the right to purchase all of the shares of
Common Stock owned by the Management Stockholders, have made or procured an
offer to purchase the 3,820,000 shares of Common Stock owned by the Filing
Persons at a purchase price of $22.50 per share, together with a Junior
Subordinated Note of the Company held by Mutual Benefit in the principal amount
of $50
Page 17 of __ Pages
<PAGE> 59
million at its accreted value less $1.5 million by June 30, 1988, unless such
date was extended in accordance with the terms of said agreement. The
Management Stockholders delivered a letter to the Filing Persons on June 27,
1988, purporting to make an offer in compliance with the terms of the Call
Agreement. The Filing Persons, however, do not believe that the offer qualified
as a Purchase Offer as defined in the Call Agreement and have advised the
Management Stockholders of their belief in a letter dated June 29, 1988. Copies
of each of the aforementioned letters are filed herewith as exhibits and are
incorporated herein by reference. The Filing Persons believe they have acquired
the right, terminating on February 1, 1989, to purchase 1,158,120 shares of the
shares of Common Stock owned by the Management Stockholders at a price per
share of $22.50 (the "Call Rights"), subject to certain additional terms and
conditions as set forth in the Call Agreement although certain of the
Management Stockholders have indicated that they may contest the rights of the
Filing Persons to purchase such shares.
The Call Agreement also provides that upon the consummation of the
purchase of the Management Shares, any agreement between any of the Company,
Outlet Broadcasting, the Investor Stockholders or any affiliate of any of them
and any of Bruce Sundlun, David Henderson, or any other Management Stockholder
will terminate, except previously accrued bonus, retirement, or pension
benefits; provided, however, that (i) the Investor Stockholders will pay, or
cause to be paid, to Sundlun and
Page 18 of __ Pages
<PAGE> 60
Henderson at the time of such termination, payments equal to the then present
value of all payments then due, or which would become due, under their
employment agreements with Outlet Broadcasting calculated at a discount rate of
11% per annum and (ii) Sundlun and Henderson shall be entitled to indefinitely
continue their participation in the group health and other insurance plans of
the Company and Outlet Broadcasting, if the provisions of such plans so permit,
at their own expense.
The Filing Persons have not yet determined whether any of them will
exercise their right to purchase Management Shares pursuant to the Call Rights
or whether they will purchase any other outstanding shares of Common Stock or
take any other action reportable under Item 4 of Schedule 13D with respect to
the Company or the Common Stock.
The Filing Persons reserve the right to change their purposes in
respect of their investment in the Company and take such action as they deem
appropriate in light of the circumstances existing at the time, including,
without limitation, the purchase of Management Shares pursuant to the Call
Rights or otherwise, replacement of members of the Company's senior management,
acquiring additional shares of Common Stock or disposing of some or all of the
shares of Common Stock owned by them, in the open market, in privately
negotiated transactions, by tender offer or otherwise.
Page 19 of __ Pages
<PAGE> 61
Item 5. Interest in Securities of the Issuer
(a) According to the Company's Form 10-Q for the first quarter of
1988, on March 31, 1988 the Company had 4,667,500 shares of Common Stock
outstanding and 1,875,000 shares of non-voting Class B Common Stock, par value
$.01 per share (the "Class B Stock"), outstanding. Shares of Class B Stock
are convertible into an equal number of shares of the Common Stock on two-days'
notice.
By virtue of the Stockholders' Agreement described in Item 6 of this
Schedule 13D, each of the Filing Persons is deemed to be the beneficial owner
of 4,993,630 shares of Common Stock. Each of the Filing Persons disclaims
beneficial ownership of the shares of Common Stock owned by each other party
to the Stockholders' Agreement.
(b) See each individual Filing Persons' responses to Items 7, 8,
9, and 10 on their respective cover pages to this Schedule 13D, which responses
are incorporated herein by reference.
(c) Except as described in Item 4 of this Schedule 13D, none of
the Filing Persons has effected any transaction in the Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
Page 20 of 37 Pages
<PAGE> 62
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
Each of the Filing Persons is a party to a Stockholders' Agreement,
dated December 10, 1986, as amended December 1, 1987 (the "Stockholders'
Agreement"), with respect to shares of the Common Stock owned by them.
The Stockholders' Agreement, a copy of which is filed herewith as an
exhibit and is incorporated herein by reference, requires, among other matters,
that each party to such agreement elect to the Board of Directors of the
Company (i) nine persons designated by those parties to the Stockholders'
Agreement who are affiliated with Wesray Capital Corporation and (ii) five
persons designated by those parties to the Stockholders' Agreement who are
affiliated with the Company's management.
By virtue of the provisions of the Stockholders' Agreement, each of the
parties thereto, including the Filing Persons, may be deemed for purposes of
Section 13(d) under the Securities Exchange Act of 1934, to be a member of a
"group" and to have acquired beneficial ownership of the shares of the Company
held by each other party through the agreement to share the voting power of the
shares of Common Stock of the Company held by each other party to such
agreement. For purposes of this Schedule 13D, the Filing Persons have assumed
that the number of shares of Common Stock held by persons party to the
Stockholders' Agreement who are not among the Filing Persons is as stated in
the Schedule 13G filed by such persons on or about February 14, 1988.
Page 21 of 37 Pages
<PAGE> 63
Each of the Filing Persons is also a party to the Call Agreement, with
respect to the shares of the Common Stock owned by them.
The Stockholders' Agreement also requires that the stockholders shall
vote their shares to fix the number of directors of the Company at fourteen and
elect as directors five persons designated by Management Stockholders and nine
persons designated by the Wesray Stockholders. Additionally, the following
actions may not be taken without the affirmative vote of the holders of more
than 66-2/3% of the issued and outstanding shares of Common Stock of the
Company including at least a majority of shares held by persons not a party to
the Stockholders' Agreement unless such actions have been approved by ten of
the Company's fourteen directors:
(i) the sale or other transfer of the operating assets of, or
television license issued by the FCC for the operation of, television station
WJAR(TV) in Providence, Rhode Island;
(ii) the sale or other transfer of the operating assets of, or
the FCC licenses for the operation of, radio station WTOP(AM) in Washington,
DC;
(iii) the acquisition by the Company or Outlet Broadcasting of
any additional television or radio stations, or the acquisition of any
additional material business or operating unit; and
Page 22 of __ Pages
<PAGE> 64
(iv) except as specifically authorized by the Stockholders'
Agreement, any transactions between the Company or Outlet Broadcasting and any
affiliate of Wesray or Mutual Benefit other than a management fee to Harding
Service at an annual rate not to exceed one third of one percent (1/3%) of
Outlet Broadcasting's gross broadcast advertising revenues.
In the event that a Management Stockholder (a) dies, (b) becomes
physically or mentally disabled, (c) retires, (d) is terminated for cause, or
(e) voluntarily resigns or ceases to be employed on account of such
stockholder's unsatisfactory performance (other than a stockholder who is a
party to an employment agreement), the Company may purchase all (but not less
than all) of the shares of Common Stock held by such stockholder and his
transferees at fair value as determined by a majority vote of the Company's
Directors or, in the event more than 50% of the Common Stock of the Company is
publicly held, at the price determined by averaging the daily market prices of
the Common Stock for 30 consecutive trading days. In the event the Company
elects to exercise the foregoing option, the other Management Stockholders may
elect to purchase such shares on the same terms and conditions in the place of
the Company.
The Company is also obligated, in the event it files another
registration statement under the Securities Act of 1933, to include in such
registration shares of Common Stock owned by Management and, Wesray
Stockholders, and Mutual Benefit, subject to the approval of the underwriter
selected by the Company.
Page 23 of __ Pages
<PAGE> 65
Additionally, the Management Stockholders, Wesray Stockholders, and Mutual
Benefit have the right to demand that the Company, on two occasions, register
shares owned by such persons at the Company's expense.
In the event the employment of a Management Stockholder or a Wesray
Stockholder has been terminated for cause (as defined) the shares owned by such
stockholder shall immediately be transferred to a voting trust, the trustees of
which shall be elected by either the remaining management stockholders or
Wesray Stockholders, as the case may be.
The Stockholders' Agreement also provides for each stockholder and
Mutual Benefit 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 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 or foreclosure or similar
actions or proceedings by the Company's senior lender.
Page 24 of 37 Pages
<PAGE> 66
Except as described herein and in Items 4 and 5 of the Schedule 13D,
there are no contracts, arrangements, understandings, or relationships (legal
or otherwise) among the persons named or referred to in Item 2 or between such
persons and any person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
Exhibit
1. Powers of Attorney of each of the Filing Persons.
2. Joint Filing Agreement dated July __, 1988 among the Filing Persons.
3. Purchase and Call Rights Agreement dated as of December 1, 1987 among the
persons party thereto.
4. Stockholders Agreement, dated December 10, 1986, among Outlet
Communications, Inc. and the stockholders party thereto, as amended
December 1, 1987.
5. Letter dated June 27, 1988 from Outlet Acquisition Co. to the Filing
Persons.
6. Letter dated June 29, 1988 from representatives of the Filing Persons to
representatives of the Management Stockholders.
Page 25 of __ Pages
<PAGE> 67
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July __, 1988
/s/ Hugh J. Byrnes*
- -----------------------------
Hugh J. Byrnes
/s/ Raymond G. Chambers*
- -----------------------------
Raymond G. Chambers
/s/ Richard D. Ferrier*
- -----------------------------
Richard D. Ferrier
/s/ Keith Hightower*
- -----------------------------
Keith Hightower
/s/ John D. Howard*
- -----------------------------
John D. Howard
/s/ Julius Koppelman*
- -----------------------------
Julius Koppelman
/s/ Frank H. Pearl*
- -----------------------------
Frank H. Pearl
/s/ Frank E. Richardson, III*
- -----------------------------
Frank E. Richardson, III
/s/ E. Burke Ross, Jr.*
- -----------------------------
E. Burke Ross, Jr.
/s/ William E. Simon*
- -----------------------------
William E. Simon
/s/ Manfred L. Steyn*
- -----------------------------
Manfred L. Steyn
/s/ Henrik N. Vanderlip
- -----------------------------
Henrik N. Vanderlip
/s/ Frank E. Walsh, Jr.* *By: /s/ Henrik N. Vanderlip
- ----------------------------- --------------------------
Frank E. Walsh, Jr. Henrik N. Vanderlip
Attorney-In-Fact
Page 26 of __ Pages
<PAGE> 68
The Mutual Benefit Life
Insurance Company
By: /s/ JOSEPH F. KRUPSKY
---------------------------
Joseph F. Krupsky
Second Vice President
Page 27 of __ Pages
<PAGE> 69
Annex A
<TABLE>
<S> <C> <C>
Present Occupation or Employment
and the Name, Principal Business
and Address of any Corporation
or Other Organization in which
Name of Person Filing Residence or Business Address such Employment is Conducted
(Item 2(a)) (Item 2(b)) (Item 2(c))
- ------------------------- ----------------------------- -----------------------------------------
1. Hugh J. Byrnes Harding Service Corporation President, Harding Service Corporation
330 South Street (management consulting firm); 330 South St.
Morristown, NJ 07960 Morristown, NJ 07960
2. Raymond G. Chambers (A) Chairman, Wesray Capital Corporation (A)(B)
3. Richard D. Ferrier 18241 Colina del Norte Private Investor; 18241 Colina de Norte
Rancho Santa Fe, CA 92067 Rancho Santa Fe, CA 92067
4. Keith Hightower (A) Vice President,
Wesray Capital Corporation (A)(B)
5. John D. Howard (A) Senior Vice President
Wesray Capital Corporation (A)(B)
6. Julius Koppelman Harding Service Corporation Chairman, Harding Service Corporation
330 South Street (management consulting firm); 330 South
Morristown, NJ 07960 Street, Morristown, NJ 07960
7. Frank H. Pearl Lane and Edson, P.C. Of Counsel, Lane and Edson, P.C.,
2300 M Street, N.W. (law firm); 2300 M. Street, N.W.,
Washington, D.C. 20037 Washington, D.C. 20037
8. Frank E. Richardson, III (A) President,
Wesray Capital Corporation (A)(B)
</TABLE>
<PAGE> 70
<TABLE>
<S> <C> <C>
Present Occupation or Employment
and the Name, Principal Business
and Address of any Corporation
or Other Organization in which
Name of Person Filing Residence or Business Address such Employment is Conducted
(Item 2(a)) (Item 2(b)) (Item 2(c))
- ------------------------- ----------------------------- -----------------------------------------
9. E. Burke Ross, Jr. (A) Executive Vice President,
Wesray Capital Corporation (A)(B)
10. William E. Simon 310 South Street President, WSGP International, (private
Morristown, NJ 07960 investment firm); 310 South Street,
Morristown, NJ 07960
11. Henrik N. Vanderlip (A) Senior Vice President,
Wesray Capital Corporation (A)(B)
12. Manfred L. Steyn (A) Senior Vice President,
Wesray Capital Corporation (A)(B)
13. Frank E. Walsh, Jr. (A) Vice Chairman,
Wesray Capital Corporation (A)(B)
- ----------------
(A) Wesray Capital Corporation, 375 Park Avenue, New York, NY 10152.
(B) Wesray Capital Corporation is a private investment firm.
</TABLE>
<PAGE> 71
Exhibit 1
POWER OF ATTORNEY
Each of the undersigned hereby appoint each of Frank E. Richardson, III,
E. Burke Ross Jr., Henrik N. Vanderlip and Kenneth M. Socha as his or her true
and lawful agent to act in his or her name, place or stead to execute and file
with the Securities and Exchange Commission a Schedule 13D under the Securities
Exchange Act of 1934 (including any and all amendments thereto) reporting his
interest shares of common stock of Outlet Communications, Inc. and a Joint
Filing Agreement in connection therewith.
Dated: July , 1988
-------------------------------------------
Hugh J. Byrnes
-------------------------------------------
Raymond G. Chambers
-------------------------------------------
Richard D. Perrier
-------------------------------------------
Keith Hightower
-------------------------------------------
John D. Howard
-------------------------------------------
Julius Koppelman
-------------------------------------------
Frank H. Pearl
-------------------------------------------
Frank R. Richardson, III
-------------------------------------------
H. Burke Ross, Jr.
By: /s/ WILLIAM E. SIMON, JR., Attorney-in-Fact
-------------------------------------------
William E. Simon
Page 28 of Pages
<PAGE> 72
EXHIBIT 2
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing Schedule 13D may be
filed on behalf of each of them.
July __, 1988
/s/ HUGH J. BYRNES*
----------------------------------
Hugh J. Byrnes
/s/ RAYMOND G. CHAMBERS*
----------------------------------
Raymond G. Chambers
/s/ RICHARD D. FERRIER*
----------------------------------
Richard D. Ferrier
/s/ KEITH HIGHTOWER*
----------------------------------
Keith Hightower
/s/ JOHN D. HOWARD*
----------------------------------
John D. Howard
/s/ JULIUS KOPPELMAN*
----------------------------------
Julius Koppelman
/s/ FRANK H. PEARL*
----------------------------------
Frank H. Pearl
/s/ FRANK E. RICHARDSON*
----------------------------------
Frank E. Richardson, III
/s/ E. BURKE ROSS, JR.*
----------------------------------
E. Burke Ross, Jr.
/s/ WILLIAM E. SIMON*
----------------------------------
William E. Simon
/s/ MANFRED L. STEYN*
----------------------------------
Manfred L. Steyn
/s/ HENRIK N. VANDERLIP
----------------------------------
Henrik N. Vanderlip
Page 29 of __ Pages
<PAGE> 73
/s/ Frank E. Walsh*
-----------------------------
Frank E. Walsh, Jr.
The Mutual Benefit Life
Insurance Company
*By: /s/ HENRIK N. VANDERLIP
----------------------------
Henrik N. Vanderlip
Attorney-in-Fact
Page 30 of __ Pages
<PAGE> 74
---------------------------
Frank E. Walsh, Jr.
The Mutual Benefit Life
Insurance Company
By: /s/ JOSEPH F. KRUPSKY
-----------------------
Joseph F. Krupsky
Second Vice President
Page 31 of __ Pages
