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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)
Susan L. Fischer, Vice President, Administration & Advancement
The HealthCare Chaplaincy, Inc.
434 East 70th Street
New York, NY 10021
(212) 746 - 6956
(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
THE HEALTHCARE CHAPLAINCY, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-2634080
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 YORK
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
3,150
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 The HealthCare Chaplaincy,
Inc. (the "Filing Person"). The Filing Person may be deemed to be a member of
a group for purposes of Section 13(d) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), as described in Item 5 below, however
the Filing Person does not, by reason of the filing of this Schedule 13D,
thereby admit it has become a member of a "group" within the meaning of Section
13(d).
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the shares of Class A Common
Stock, par value $.01 per share (the "Common Stock"), of Outlet Communications,
Inc., a Delaware corporation (the "Company"). The address of the Company's
principal executive office is 23 Kenney Drive, Cranston, Rhode Island 02920.
ITEM 2. IDENTITY AND BACKGROUND.
a. The HealthCare Chaplaincy, Inc.
b. Business address: 434 East 70th Street, New York,
N.Y. 10021
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 trustees
(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 York
The Rev. Dr. Walter J. Smith, S.J. is the president and chief executive officer
of the Filing Person. His principal business address is 434 East 70th Street,
New York, NY 10021.
The Rev. Dr. John K. Swift is vice president of the Filing Person. He also
works vice president of Pastoral Education & Clinical Services. His principal
business address is 434 East 70th Street, New York, NY, 10021.
Susan L. Fischer is vice president of Administration & Advancement of the
Filing Person. Her principal business address is 434 East 70th Street, New
York, NY 10021
The Rev. Canon John Andrew, D.D. is a member of the Board of Trustees of the
Filing Person. He is a Rector at St. Thomas Church Fifth Avenue. His
principal business address is 1 West 53rd Street, New York, NY 10019.
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The Rev. Dr. Anschutz is a member of the Board of Trustees of the Filing
Person. He is a rector at St. James' Episcopal Church. His principal business
address is 865 Madison Avenue, New York, NY 10021.
Geoffrey C. Bible is a member of the Board of Trustees of the Filing Person.
He is the Chairman & CEO of Philip Morris Companies, Inc. His principal
business address is 120 Park Avenue, New York, NY 10017
Edith C. Bjornson is a member of the Board of Trustees of the Filing Person.
She is a program officer at The Markle Foundation. Her principal business
address is 75 Rockefeller Plaza, Suite 1800, New York, NY 10019-6908.
Jane G. Brown is a member of the Board of Trustees of the Filing Person. She
is the president of International Tennis Hall of Fame. Her principal business
address is 100 Park Avenue, 10th Flr., New York, NY 10017
Derrick D. Cephas is a member of the Board of Trustees of the Filing Person.
He is a partner at the law firm of Cadwalader, Wickersham & Taft. His
principal business address is 100 Maiden Lane, New York, NY 10038.
Donald T. Coughlin is a member of the Board of Trustees of the Filing Person.
He is the director of ISSC. His principal business address is 44 S. Broadway,
9th Flr., White Plains, NY 10601.
Joan H. DeCrane is a member of the Board of Trustees of the Filing Person. She
is a homemaker. Her principal business address is 55 Valley Rd., Bronxville,
NY 10708.
Peter M. Fishbein is a member of the Board of Trustees of the Filing Person.
He is a Senior Partner at the law firm of Kaye, Scholer, Fierman, Hays &
Handler. His principal business address is 425 Park Avenue, New York, NY
10022.
Jonathan L. Jacobs, M.D. is a member of the Board of Trustees of the Filing
Person. He is the medical director at the Center for Special Studies. His
principal business address is The New York Hospital--Cornell Medical Center at
449 East 68th Street, New York, NY 10021.
Sibyl Jacobson, Ph.D. is a member of the Board of Trustees of the Filing
Person. She is the president and chief executive officer at Metropolitan Life
Foundation. Her principal business address is One Madison Avenue, Area 12-H,
New York, NY 10010-3690.
Karen M. Karp is a member of the Board of Trustees of the Filing Person. She
is the chairman and chief executive officer of Mueller Industries. Her
principal business address is 888 Seventh Avenue, 33rd Flr., New York, NY
10106.
Thomas N. Keltner, Jr. is a member of the Board of Trustees of the Filing
Person. He is a partner at the firm of Wien, Malkin & Bettex. His principal
business address is at 60 East 42nd Street, 48th Flr., New York, NY
10165-0015.
Marguerite S. Lederberg, M.D. is a member of the Board of Trustees of the
Filing Person. She is the Attending Psychiatrist at Memorial Sloan- Kettering
Cancer Center. Her principal business address is at 1275 York Avenue, New
York, NY 10021.
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T. Michael Long is a member of the Board of Trustees of the Filing Person. He
is a partner at Brown, Brothers Harriman & Co. His principal business address
is 59 Wall Street, New York, NY 10005.
Robert F. Longley is a member of the Board of Trustees of the Filing Person.
He is the president of The Salisbury Group. His principal business address is
148 Main Street, Salisbury, CT 06068.
Myra E. Mahon is a member of the Board of Trustees of the Filing Person. She
is a director of The Archbold Charitable Trust. Her principal business address
is 150 E. 58th Street, 32nd Flr., New York, NY 10155.
Rabbi J. Rolando Matalon is a member of the Board of Trustees of the Filing
Person. He is a rabbi at the Congregation B'nai Jeshurun. His principal
business address is 270 W. 89th Street, New York, NY 10024.
Lucy Flemming McGrath, D.M., L.H.S. is a member of the Board of Trustees of the
Filing Person. She is a homemaker. Her principal business address is at 765
Park Avenue, Apt. 14-A1, New York, NY 10021.
Anne Moore, M.D. is a member of the Board of Trustees of the Filing Person.
She is a doctor of medicine. Her principal business address is 1112 Park
Avenue, New York, NY 10128.
Howard N. Newman is a member of the Board of Trustees of the Filing Person. He
is a professor of health policy & management at Wagner School of Public Service
at New York University. His principal business address is 4 Washington Square
North, Rm 53, New York, NY 10003.
Gene Pressman is a member of the Board of Trustees of the Filing Person. He is
the co-chairman and co-chief executive officer of Barneys New York. His
principal business address is 106 Seventh Avenue, New York, NY 10011.
Rabbi Peter J. Rubinstein is a member of the Board of Trustees of the Filing
Person. He is a rabbi at Central Synagogue. His principal business address is
123 East 55th Street, New York, NY 100022-3566.
David G. Sacks is a member of the Board of Trustees of the Filing Person. He
is a director of Joseph E. Seagram & Sons, Inc. His principal business address
is 375 Park Avenue, 5th Flr., New York, NY 10152-0192.
William G. Spears is a member of the Board of Trustees of the Filing Person.
He is a chairman at Spears, Benzak, Salomon & Farrell. His principal business
address is 45 Rockefeller Plaza, 33rd Flr., New York, NY 10111.
Donna Stillman is a member of the Board of Trustees of the Filing Person. She
is an associate with the New York Restaurant Group. Her principal business
address is 322 East 57th Street, New York, NY 10022
Leila Maw Straus is a member of the Board of Trustees of the Filing Person.
She is a U.S. consultant for Granada Television and Meridian Broadcasting at
Leila Maw International. Her principal business address is 146 Central Park
West, Ste. 5E, New York, NY 10023-2005.
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Nicholas J. Tortorello is a member of the Board of Trustees of the Filing
Person. He is the senior vice president of Roper Starch Worldwide, Inc. His
principal business address is 205 East 42nd Street, 17th Flr., New York, NY
10017
Eugene I. Zuriff is a member of the Board of Trustees of the Filing Person. He
is a director at Commercial Bank of New York. His principal business address
is 301 Park Avenue, New York, NY 10022.
All of the above-mentioned individuals are citizens of the United
States of America, with the exception of The Rev. Canon John Andrew, D.D. who
is a citizen of the United Kindgom and Rabbi J. Rolando Matalon who is a
citizen of Argentina.
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 3,150
shares of the Common Stock, representing approximately .05% 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.
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(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 "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).
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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 The HealthCare Chaplaincy, Inc.
By: /s/ Susan L. Fischer
---------------------------
Name: Susan L. Fischer
Title: Vice President,
Administration & Advancement
S-1
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JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to The HealthCare Chaplaincy, Inc. (the
"Transferee") of 3,150 shares of Common Stock, par value $.01 per share, of
Outlet Communications, Inc. (the "Corporation") and the registration of such
transfer on the books of the Corporation, the Transferee and the Corporation
agree that, as of the date written below, the Transferee shall become party as
a Stockholder to the Outlet Communications, Inc. Stockholders' Agreement dated
as of December 10, 1986, as amended, (the "Stockholders' Agreement"). The
Transferee agrees to be bound by all of the terms and provisions of the
Stockholders' Agreement as though it were an original party thereto. The
Transferee acknowledges that, by becoming a party to the Stockholders'
Agreement, it may be deemed to be an "affiliate" of the Corporation within the
meaning of Rule 144 under the Securities Act of 1933, as amended, and that
resales of the Common Stock of the Corporation will be restricted in accordance
with Rule 144.
The HealthCare Chaplaincy, Inc.
(Name of Transferee)
By: /s/ Susan L. Fischer
--------------------------------
Vice President,
Administration & Advancement
Executed as of the 21st day of September, 1995.
Outlet Communications, Inc.
By:
--------------------------------
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