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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)
JOHN G. BENNETT, JR., PRESIDENT
FOUNDATION FOR NEW ERA PHILANTHROPY
3 RADNOR CORPORATE CENTER
SUITE 150
100 MATSONFORD ROAD
RADNOR, PA 19087
(610) 989-9778, EXT. 18
(Name, address and telephone number of person
authorized to receive notices and communications)
March 2, 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 9 Pages)
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CUSIP No. 69 111 10 9 13D Page 2 of 9 Pages
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1 NAME OF PERSON
THE FOUNDATION FOR NEW ERA PHILANTHROPY
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
23-2578189
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
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7 SOLE VOTING POWER
-0-
NUMBER OF SHARES ------------------------------------------------
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING PERSON 4,350,865
WITH ------------------------------------------------
9 SOLE DISPOSITIVE POWER
30,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,350,865
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.1%
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14 TYPE OF PERSON REPORTING*
00
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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GENERAL. This Schedule 13D is filed by Foundation For New Era
Philanthropy (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. FOUNDATION FOR NEW ERA PHILANTHROPY
b. Business address: 3 Radnor Corporate Center,
Suite 150,
100 Matsonford Road,
Radnor, PA 19087
c. The Foundation is a not for profit corporation that
qualifies under Section 501(c)(3) of the Internal
Revenue Code.
d., e. During the last five years, neither the Filing Person
nor any of its executive officers and directors
(identified below in this Item 2) have been (i)
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to
federal or state securities laws or finding any
violation with respect to any such laws.
f. Pennsylvania.
Mr. John G. Bennett, Jr., is a member of the Board of Directors of the Filing
Person. Mr. Bennett is President of the Filing Person and his principal
business address is 3 Radnor Corporate Center, Suite 150, 100 Matsonford Road,
Radnor, Pennsylvania 19087.
Ms. Mary Sinclair is a member of the Board of Directors of the Filing Person.
Ms. Sinclair is Vice President-Administration of the Filing Person and her
principal business address is 3 Radnor Corporate Center, Suite 150, 100
Matsonford Road, Radnor, Pennsylvania 19087.
John P. McCarthy, C.P.A. is a member of the Board of Directors of the Filing
Person. Mr. McCarthy is a C.P.A. at John P. McCarthy & Company and his
principal business address is 460 Germantown Pike, P.O. Box 107, Lafayette
Hills, Pennsylvania 19444.
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Fred Gehert, Esq. is a member of the Board of Directors of the Filing Person.
Mr. Gehert is an attorney at Deckert, Price & Rhoads and his principal business
address is 4000 Bell Atlantic Tower, 1717 Arch Street, Philadelphia,
Pennsylvania 19103.
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
30,000 shares of the Common Stock, representing approximately 66.1% of the
outstanding Common Stock, based on the 6,577,556 shares of Common Stock
outstanding on September 30, 1994 as reported by the Company's Form 10-Q for
the quarterly period ended September 30, 1994.
By virtue of the Stockholders' Agreement described in Item 6
of this Schedule 13D, the Filing Person may be deemed to be the indirect
beneficial owner of approximately 4,350,865 shares of the Common Stock held by
the parties to such agreement, which number is based on the number of shares
reported to be covered by the Stockholders' Agreement as of March 18, 1994 in
the Proxy Statement of the Company minus an estimate of shares disposed of by
the parties thereto since such date.
(b) See the Filing Person's responses to Items 7, 8, 9 and 10
on the cover page to this Schedule 13D, which responses are incorporated herein
by reference.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Filing Person is a party to that certain Stockholders'
Agreement, dated December 10, as amended (the "Stockholders' Agreement"), with
respect to shares of the Common Stock owned by it. The Stockholders' Agreement
requires, among other matters, that the stockholders vote their shares to fix
the number of directors of the Company at fourteen and elect as directors five
persons designated by certain stockholders affiliated with the Company's
management (the "Management Stockholders") and nine persons designated by the
Wesray Stockholders (as defined in the Stockholders' Agreement).
The Stockholders' Agreement also provides for each stockholder
and Mutual Benefit Insurance Company not to sell any securities to a buyer who
would as a result of such purchase own more than 50% of the outstanding Common
Stock of the Company unless prior to such sale the buyer agrees to be bound by
the Stockholders' Agreement and affords each stockholder the opportunity to
sell a pro rata portion of his shares on the same terms and conditions.
The Stockholders' Agreement terminates on the earlier of (i)
July 30, 1996; (ii) the date that the Wesray Stockholders, Management
Stockholders and Mutual Benefit Insurance Company own an aggregate of less than
50% of the Company's issued and outstanding Common Stock; and (iii) the date of
an event of bankruptcy or insolvency of the Company or Outlet Broadcasting,
Inc. or foreclosure or similar actions or proceedings by the Company's senior
lender.
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
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(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 March 2, 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: March 6, 1995. FOUNDATION FOR NEW ERA PHILANTHROPY
By: /s/ John G. Bennett
--------------------------
Name: John G. Bennett, Jr.
Title: President
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JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to Foundation For New Era Philanthropy
(the "Transferee") of 30,000 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.
Foundation For New Era Philanthropy
(Name of Transferee)
By: /s/ John G. Bennett
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Executed as of the 2nd day
of March, 1995.
Outlet Communications, Inc.
By:
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