<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)
Estate of Carol G. Simon
J. Peter Simon, Co-Executor
310 South Street
Morristown, NJ 07962-1913
(201) 984-1730
(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 12 Pages)
<PAGE> 2
CUSIP No. 69-111-10-9 13D Page 2 of 12 Pages
<TABLE>
<S> <C> <C>
1 NAME OF PERSON
ESTATE OF CAROL G. 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 4,073,376
WITH
9 SOLE DISPOSITIVE POWER
32,961
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*
OO
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Power is exercised through the co-executors William Simon, Jr.,
J. Peter Simon, Carol Leigh Simon Porges and Mary Beth Simon Streep
2
<PAGE> 3
CUSIP No. 69-111-10-9 13D Page 3 of 12 Pages
<TABLE>
<S> <C> <C>
1 NAME OF PERSON
WILLIAM SIMON, JR.**
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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 32,961
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
32,961
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,961
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*
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Solely in his capacity as co-executor of the Estate of Carol G. Simon
3
<PAGE> 4
CUSIP No. 69-111-10-9 13D Page 4 of 12 Pages
<TABLE>
<S> <C> <C>
1 NAME OF PERSON
J. PETER SIMON**
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b)
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 32,961
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
32,961
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,961
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*
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Solely in his capacity as co-executor of the Estate of Carol G. Simon
4
<PAGE> 5
CUSIP No. 69-111-10-9 13D Page 5 of 12 Pages
<TABLE>
<S> <C> <C>
1 NAME OF PERSON
CAROL LEIGH SIMON PORGES**
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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 32,961
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
32,961
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,961
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*
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Solely in her capacity as co-executor of the Estate of Carol G. Simon
5
<PAGE> 6
CUSIP No. 69-111-10-9 13D Page 6 of 12 Pages
<TABLE>
<S> <C> <C>
1 NAME OF PERSON
MARY BETH SIMON STREEP**
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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 32,961
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
32,961
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,961
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*
IN
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Solely in her capacity as co-executor of the Estate of Carol G. Simon
6
<PAGE> 7
GENERAL. This Schedule 13D is filed by the Estate of Carol G. Simon
(the "Estate"), and William Simon, Jr., J. Peter Simon, Carol Leigh Simon
Porges and Mary Beth Simon Streep as co-executors of the Estate (collectively,
the "Co-executors," and together with the Estate, the "Filing Persons"). The
Estate 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 Estate 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.
The business address of the Estate is 310 South Street,
Morristown, N.J. 07962-1913. The Estate was organized under the laws of the
State of New Jersey.
The principal business address of William E. Simon, Jr. is
10990 Wilshire Blvd., Ste. 1750, Los Angeles, California 90024. William E.
Simon, Jr.'s principal employment is as Executive Director of William E. Simon
& Sons, whose principal business is making investments and whose principal
business address is 310 South Street, Morristown, New Jersey 07962-1913.
The principal business address of J. Peter Simon is 310 South
Street, Morristown, New Jersey 07962-1913. J. Peter Simon's principal
employment is as Executive Director of William E. Simon & Sons, whose principal
business is making investments and whose principal business address is 310
South Street, Morristown, New Jersey 07962-1913.
Carol Leigh Simon Porges' principal occupation is as a
homemaker and her principal address is 310 South Street, Morristown, N.J.
07962-1913.
Mary Beth Simon Streep's principal occupation is as a
homemaker and her principal address is 310 South Street, Morristown, N.J.
07962-1913.
During the last five years, none of the Filing Persons has
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.
All of the above-mentioned individuals are citizens of the United
States of America.
7
<PAGE> 8
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Estate acquired the Common Stock pursuant to an agreement
entered into between William E. Simon and Carol G. Simon dated as of December
31, 1992, 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 Estate for investment
purposes only. The Filing Persons have no present intention to seek to acquire
or otherwise control the Company.
The Filing Persons 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 Persons' evaluation of the
Company's business, prospects and financial condition, the market for such
securities, other investment opportunities available to the Filing Persons, the
condition and prospects of the Filing Persons' 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 the securities of the Company held
by the Estate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Estate is the direct beneficial owner of 32,961 shares of
the Common Stock, representing approximately .5% of the outstanding Common
Stock, based on the 6,579,631 shares of Common Stock outstanding on June 30,
1995 as reported in the Company's Form 10-Q for the quarterly period ended June
30, 1995.
In their capacities as co-executors of the Estate, each of the
Co-executors may be deemed to have shared power to vote or to direct the vote
and to dispose or to direct the disposition of the 32,961 shares of common
stock held by the Estate.
By virtue of the Stockholders' Agreement described in Item 6
of this Schedule 13D, the Estate 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 Estate disclaims beneficial ownership of the shares of
Common Stock that are owned by the other parties to the Stockholders'
Agreement.
See the Filing Persons' responses to Items 7, 8, 9 and 10 on
the cover page to this Schedule 13D, which responses are incorporated herein by
reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Estate 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).
8
<PAGE> 9
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 Estate 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 Estate 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 Estate 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 28, 1995 by and between the Estate and the Company.
5. Joint Filing Agreement dated September 28, 1995 among
the Filing Persons.
9
<PAGE> 10
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 ESTATE OF CAROL G. SIMON
By: /s/ J. Peter Simon
-------------------------------
Name: J. Peter Simon
Co-executor of the Estate of
Carol G. Simon
WILLIAM E. SIMON, JR.
/s/ William E. Simon, Jr.
-------------------------------
Co-Executor
J. PETER SIMON
/s/ J. Peter Simon
-------------------------------
Co-Executor
CAROL LEIGH SIMON PORGES
/s/ Carol Leigh Simon Porges
-------------------------------
Co-Executor
MARY BETH SIMON STREEP
/s/ Mary Beth Simon Streep
-------------------------------
Co-Executor
S-1
<PAGE> 11
JOINDER IN
OUTLET COMMUNICATIONS, INC.
STOCKHOLDERS' AGREEMENT
In consideration of the transfer to the Estate of Carol G. Simon (the
"Transferee") of 32,961 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.
ESTATE OF CAROL G. SIMON
(Name of Transferee)
By: /s/ J. Peter Simon
----------------------------
J. Peter Simon
Co-executor of the Estate of
Carol G. Simon
Executed as of the 28th day of September, 1995.
Outlet Communications, Inc.
By:
--------------------------
E-1
<PAGE> 12
Exhibit 5
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing Schedule 13D relating
to Outlet Communications, Inc. may be filed on behalf of each of them.
Dated: September 28, 1995
ESTATE OF CAROL G. SIMON
/s/ J. Peter Simon
-------------------------------
J. Peter Simon, Co-executor
On Behalf of the Estate
of Carol G. Simon
WILLIAM E. SIMON, JR.
/s/ William E. Simon
-------------------------------
Co-Executor
J. PETER SIMON
/s/ J. Peter Simon
-------------------------------
Co-Executor
CAROL LEIGH SIMON PORGES
/s/ Carol Leigh Simon Porges
-------------------------------
Co-Executor
MARY BETH SIMON STREEP
/s/ Mary Beth Simon Streep
-------------------------------
Co-Executor
J-1
