<PAGE> 1
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)
Douglas J. Bauer, Vice-President and Treasurer
Manhattanville College
2900 Purchase Street
Purchase, NY 10577
(914) 694-2200
(Name, address and telephone number of person
authorized to receive notices and communications)
September 28, 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)
<PAGE> 2
CUSIP No. 69-111-10-9 13D Page 2 of 10 Pages
1 NAME OF PERSON
MANHATTANVILLE COLLEGE
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-174069
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
2,340
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
2
<PAGE> 3
GENERAL. This Schedule 13D is filed by Manhattanville College (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. Manhattanville College
b. Business address: 2900 Purchase Street, Purchase, NY
10577.
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
Richard A. Berman is the president and member of the Board of Trustees of the
Filing Person. His principal business address is 2900 Purchase Street,
Purchase, NY 10577
Douglas J. Bauer is the vice president and treasurer of the Filing Person. His
principal business address is 2900 Purchase Street, Purchase, NY 10577
Clare M. Hampford is the secretary of the Filing Person. Her principal
business address is 10 Maymont Lane, Trumbull, CT 06611.
Sheila M. Smythe is the chairwoman of the board of trustees of the Filing
Person. She is the dean of the Graduate School of Health Science and a
professor of Health Policy and Economics. Her principal business address is
New York Medical College, Valhalla, NY 10595.
Randall C. Barnes is a vice chairman of the Filing Person. He is senior vice
president and treasurer of PepsiCo, Inc. His principal business address is 700
Anderson Hill Road, Purchase, NY 10577.
3
<PAGE> 4
Joan A. Magnetti, R.S.C.J. is a vice chairwoman of the Filing Person. She is
the headmistress at the Convent of the Sacred Heart. Her principal address is
1177 King Street, Greenwich, CT 06831
Maureen Scannell Bateman is a member of the board of trustees of the Filing
Person. She is senior vice president and general counsel for U.S. Trust
Company, 114 West 47th Street, New York, NY 10036
Jean E. Bautz, R.S.C.J., is a member of the board of trustees of the Filing
Person. She is a pastoral minister at Kenwood Convent of Sacred Heart. Her
principal business address is 799 So. Pearl Street, Albany, NY 12202
Richard J. Ciecka is a member of the board of trustees of the Filing Person.
He is vice chairman of Mutual of America Life Insurance Co. His principal
business address is 320 Park Avenue, NY 10022
Ann M. Conroy, R.S.C.J is a member of the board of trustees of the Filing
Person. She is an assistant head mistress of the Covenant of the Sacred Heart.
Her principal business address 1177 King Street, Greenwich, CT 06831.
James M. Corgel is a member of the board of trustees of the Filing Person. He
is vice president of IBM Corp. His principal business address is 1133
Westchester Avenue, 3N-818, White Plains, NY 10604.
David C. Crikelair is a member of the board of trustees of the Filing Person.
He is vice president of Texaco, Inc. His principal business address is 2000
Westchester Avenue, White Plains, NY 10650.
Rev. James A. Forbes, Jr. is a member of the board of trustees of the Filing
Person. He is a senior minister at The Riverside Church. His principal
address is 490 Riverside Drive, New York, NY 10027
Kathleen Grimm is a member of the board of trustees of the Filing Person. She
is a faculty member of New York Law School. Her principal business address is
333 East 69th Street, New York, NY 10021
Nancy J. King is a member of the board of trustees of the Filing Person. She
is a homemaker. Her principal address is 122 Prospect Street, Prospect, NJ
07901.
Josie Cruz Natori is a member of the board of trustees of the Filing Person.
She is president of The Natori Company. Her principal business address is 40
East 34th Street, New York, NY 10021.
Roger W. Raber is a member of the board of trustees of the Filing Person. He
is the president and chief executive officer of The Center for Financial
Studies America's Community Bankers. His principal business address is 900
19th Street, N.W., Washington, D.C. 20006
Cokie Roberts is a member of the board of trustees of the Filing Person. She
is a correspondent for ABC, Inc. and commentator for National Public Radio.
Her principal business address is 1717 DeSales Street, N.W., Washington, DC
20036.
4
<PAGE> 5
Sandra Priest Rose is a member of the board of trustees of the Filing Person.
She is the treasurer of The Reading Reform Foundation. Her principal business
address is 333 W. 57th Street, Suite 1L, New York, NY 10019.
Sylvia Quarles Simmons is a member of the board of trustees of the Filing
Person. She is the executive vice president of the American Student Assistance
Corporation. Her principal business address is 330 Stuart Street, Boston, MA
02116.
Anthony L. Watson is a member of the board of trustees of the Filing Person.
He is president and the chief executive officer of Health Insurance Plan of
Greater New York. His principal business address is 7 West 34th Street, New
York, NY 10001
All of the above-mentioned individuals are citizens of the
United States of America.
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 2,340
shares of the Common Stock, representing approximately .04% 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.
5
<PAGE> 6
(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 "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).
6
<PAGE> 7
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 28, 1995 by and between the Filing Person and the Company.
7
<PAGE> 8
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: October 6, 1995 Manhattanville College
By: /s/ DOUGLAS J. BAUER
---------------------------------
Name: Douglas J. Bauer
Title: Treasurer
S-1
<PAGE> 9
JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to Manhattanville College (the
"Transferee") of 2,340 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.
Manhattanville College
(Name of Transferee)
By: /s/ DOUGLAS J. BAUER
---------------------------------
Treasurer
Executed as of the 28th day of September, 1995.
Outlet Communications, Inc.
By:
---------------------------------
E-1
