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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
OUTLET COMMUNICATIONS, INC.
(Name of issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of class of securities)
69-111-10-9
(CUSIP number)
Rev. Msgr. Vincent Puma, Executive Director
Eva's Kitchen and Sheltering Programs
96 Hamilton Street
Paterson, NJ 07505
(201) 523 - 6220
(Name, address and telephone number of person
authorized to receive notices and communications)
September 21, 1995
(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 10 Pages)
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CUSIP No. 69 111 10 9 13D Page 2 of 10 Pages
1 NAME OF PERSON
EVA'S KITCHEN AND SHELTERING PROGRAMS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
22-2702348
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NOT APPLICABLE
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
7 SOLE VOTING POWER
-0-
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 4,073,376
WITH
9 SOLE DISPOSITIVE POWER
6,300
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,073,376
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.9%
14 TYPE OF PERSON REPORTING*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
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GENERAL. This Schedule 13D is filed by Eva's Kitchen and Sheltering
Programs (the "Filing Person"). The Filing Person may be deemed to be a member
of a group for purposes of Section 13(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as described in Item 5 below, however
the Filing Person does not, by reason of the filing of this Schedule 13D,
thereby admit it has become a member of a "group" within the meaning of Section
13(d).
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of Class A Common
Stock, par value $.01 per share (the "Common Stock"), of Outlet Communications,
Inc., a Delaware corporation (the "Company"). The address of the Company's
principal executive office is 23 Kenney Drive, Cranston, Rhode Island 02920.
ITEM 2. IDENTITY AND BACKGROUND.
a. Eva's Kitchen and Sheltering Programs
b. Business address: 96 Hamilton Street, Paterson, N.J.
07505
c. The Filing Person is a non-profit corporation that
qualifies under Section 501(c)(3) of the Internal
Revenue Code.
d., e. During the last five years, neither the Filing Person
nor any of its executive officers and directors
(identified below in this Item 2) have been (i)
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to
federal or state securities laws or finding any
violation with respect to any such laws.
f. New Jersey
John C. Crimi is president of the Board of Directors of the Filing Person. Mr.
Crimi is the President/Owner--Trustee of County Concrete Corp. His principal
business address is P.O. Box 64, New Vernon, NJ 07976
Daniel L. Lyons is the executive vice-president of the Board of Directors of
the Filing Person. Mr. Lyons is a professor of sociology at Passaic County
Community College. His principal business address is Passaic City Community
College at 170 College Boulevard, Paterson, NJ 07505.
Edgardo J. Cantillo is the vice-president of the Board of Directors of the
Filing Person. Mr. Cantillo is a social worker with the Passaic County Board
of Social Services. His principal business address is 12 Ferndale Road, Wayne,
NJ 07470.
Carrie L. Askew is secretary of the Board of Directors of the Filing Person.
Ms. Askew is a social worker with the Passaic County Board of Social Services.
Her principal business address is 14 Westervelt Place, Unit 14, Bldg. B,
Passaic, NJ 07055.
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Oscar T. Doyle is the treasurer of the Board of Directors of the Filing Person.
Mr. Doyle is the Assistant Director of Human Services for Morris County. His
principal business address is 13 Bogert Road, Pine Brook, NJ 07058.
Rev. Msgr. Louis Bihr is a member of the Board of Directors of the Filing
Person. He is a pastor at St. Gerard's Church. His principal business address
is 501 West Broadway, Paterson, NJ 07522.
Ned Gaffney is a member of the Board of Directors of the Filing Person. He is
a program manager of marketing at Apple Computer. His principal business
address is 26 Murphy Circle, Florham Park, NJ 07932.
Peter Keller is a member of the Board of Directors of the Filing Person. He is
the owner of Rod's 1890's Restaurant. His principal business address is
Madison Hotel, One Convent Road, Morristown, NJ 07961.
Leonard B. Kruk is a member of the Board of Directors of the Filing Person. He
is a vice president of marketing at Proformix Corp. His principal business
address is at 92 Mandeville Avenue, Pequannock, NJ 07440.
Rev. James A. Kuykendall is a member of the Board of Directors of the Filing
Person. He is a Pastor at Agape Christian Church. His principal address is 76
Ward Street, Paterson, NJ 07505
Rev. Thomas G. Rainforth is a member of the Board of Directors of the Filing
Person. He is an associate pastor at St. Catherine's Church. His principal
business address is 112 Erskine Road, Ringwood, NJ 07456.
Sr. Ann Stango, S.C. is a member of the Board of Directors of the Filing
Person. Sr. Ann is an assistant to the president at St. Raphael Healthcare
System. Sr. Ann's principal business address is 23 West Rock Avenue, New
Haven, CT 06515
Jack Toohey is a member of the Board of Directors of the Filing Person. Mr.
Toohey is the president and owner of John J. Toohey, Inc. His principal
business address is 95 Jefferson Avenue, Dover, NJ 07801.
Joseph P. Torter is a member of the Board of Directors of the Filing Person.
He is the president and owner of Torter Corporation. His principal business
address is 58 Oldchester Road, Essex Fells, NJ 07021
Joan G. Waks is a member of the Board of Directors of the Filing Person. She
is an attorney of the law firm of Waks & Pollard. Her principal business
address is 37 Vreeland Avenue, Totowa, NJ 07512.
John Walsh is a member of the Board of Directors of the Filing Person. He is
the president of Irish Cultural Institute. His principal business address is
Welsh Lane, New Vernon, NJ 07976.
All of the above-mentioned individuals are citizens of the United States of
America.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Filing Person acquired the Common Stock pursuant to a
charitable gift and therefore no funds or other consideration were used to
acquire the Common Stock.
ITEM 4. PURPOSE OF TRANSACTION.
The securities are being held by the Filing Person for
investment purposes only. The Filing Person has no present intention to seek
to acquire or otherwise control the Company.
The Filing Person may from time to time make additional
purchases of securities of the Company in either open market or privately
negotiated transactions, depending on the Filing Person's evaluation of the
Company's business, prospects and financial condition, the market for such
securities, other investment opportunities available to the Filing Person, the
condition and prospects of the Filing Person's own businesses, the general
condition of the economy and of the securities markets and other future
developments. Depending on the same factors, such persons may from time to
time decide to sell or otherwise dispose of their holdings of securities of the
Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Filing Person is the direct beneficial owner of 6,300
shares of the Common Stock, representing approximately .1% of the outstanding
Common Stock, based on the 6,579,631 shares of Common Stock outstanding on June
30, 1995 as reported by the Company's Form 10-Q for the quarterly period ended
June 30, 1995.
By virtue of the Stockholders' Agreement described in Item 6
of this Schedule 13D, the Filing Person may be deemed to be the indirect
beneficial owner of approximately 4,073,376 shares of the Common Stock held by
the parties to such agreement. The Filing Person disclaims beneficial
ownership of the shares of Common Stock that are owned by the other parties to
the Stockholders' Agreement.
(b) See the Filing Person's responses to Items 7, 8, 9 and 10
on the cover page to this Schedule 13D, which responses are incorporated herein
by reference.
(c) The Filing Person does not own any other shares of the
Company and has not purchased or sold any shares in the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Filing Person is a party to that certain Stockholders'
Agreement, dated December 10, 1986, as amended (the "Stockholders' Agreement"),
with respect to shares of the Common Stock owned by it. The Stockholders'
Agreement requires, among other matters, that the stockholders vote their
shares to fix the number of directors of the Company at fourteen and elect as
directors five persons designated by certain stockholders affiliated with the
Company's management (the
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"Management Stockholders") and nine persons designated by the Wesray
Stockholders (as defined in the Stockholders' Agreement).
The Stockholders' Agreement also provides for each stockholder
and Mutual Benefit Insurance Company not to sell any securities to a buyer who
would as a result of such purchase own more than 50% of the outstanding Common
Stock of the Company unless prior to such sale the buyer agrees to be bound by
the Stockholders' Agreement and affords each stockholder the opportunity to
sell a pro rata portion of his shares on the same terms and conditions.
The Stockholders' Agreement terminates on the earlier of (i)
July 30, 1996; (ii) the date that the Wesray Stockholders, Management
Stockholders and Mutual Benefit Insurance Company own an aggregate of less than
50% of the Company's issued and outstanding Common Stock; and (iii) the date of
an event of bankruptcy or insolvency of the Company or Outlet Broadcasting,
Inc. or foreclosure or similar actions or proceedings by the Company's senior
lender.
By virtue of the provisions of the Stockholders' Agreement,
the Filing Person may be deemed for purposes of Section 13(d) under the
Exchange Act, to be a member of a "group" and to have indirectly acquired
beneficial ownership of the shares of the Company held by the other parties to
the agreement and to share the voting power of the shares of Common Stock of
the Company held by such other parties to such agreement. The Filing Person
disclaims beneficial ownership of the shares of Common Stock that are directly
owned by each other party to the Stockholders' Agreement. The Stockholders'
Agreement has been filed as an exhibit hereto and the parties to such
Stockholders' Agreement are listed on the signature pages thereof.
Except as described herein, there are no contracts,
arrangements, understandings, or relationships (legal or otherwise) between any
person and the Filing Person with respect to any securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Stockholders' Agreement, dated December 10, 1986, by
and among the Company, Outlet Broadcasting, Inc. and the persons named therein
(incorporated by reference from Exhibit 10.2 to Outlet Broadcasting, Inc.'s
Registration Statement on Form S-1, Registration No. 33-62292).
2. Amendment No. 1, dated as of December 1, 1987, to the
Stockholders' Agreement (incorporated by reference from Exhibit 10.3 to Outlet
Broadcasting, Inc.'s Registration Statement on Form S-1, Registration No.
33-62292).
3. Agreement dated July 26, 1988, by and among the
Company, Outlet Broadcasting, Inc. and the persons named therein amending the
Stockholders' Agreement (incorporated by reference from Exhibit 10.4 to Outlet
Broadcasting, Inc.'s Registration Statement on Form S-1, Registration No.
33-62292).
4. Joinder in Company's Stockholders' Agreement dated as
of September 21, 1995 by and between the Filing Person and the Company.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: September 28, 1995 Eva's Kitchen and Sheltering Programs
By: /s/ Rev. Msgr. Vincent E. Puma
----------------------------------
Name: Rev. Msgr. Vincent E. Puma
Title: Executive Director
S-1
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JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to Eva's Kitchen and Sheltering
Programs (the "Transferee") of 6,300 shares of Common Stock, par value $.01 per
share, of Outlet Communications, Inc. (the "Corporation") and the registration
of such transfer on the books of the Corporation, the Transferee and the
Corporation agree that, as of the date written below, the Transferee shall
become party as a Stockholder to the Outlet Communications, Inc. Stockholders'
Agreement dated as of December 10, 1986, as amended, (the "Stockholders'
Agreement"). The Transferee agrees to be bound by all of the terms and
provisions of the Stockholders' Agreement as though it were an original party
thereto. The Transferee acknowledges that, by becoming a party to the
Stockholders' Agreement, it may be deemed to be an "affiliate" of the
Corporation within the meaning of Rule 144 under the Securities Act of 1933, as
amended, and that resales of the Common Stock of the Corporation will be
restricted in accordance with Rule 144.
Eva's Kitchen and Sheltering Programs
(Name of Transferee)
By: /s/ Rev. Msgr. Vincent E. Puma
---------------------------------
Executive Director
Executed as of the 21st day of September, 1995.
Outlet Communications, Inc.
By:
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