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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 1996
OUTLET BROADCASTING, INC.
(Exact name of registrant as specified in its charter)
Rhode Island 33-9443 05-0194550
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
23 Kenney Drive, Cranston, Rhode Island 02920
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (401) 455-9200
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ITEM 1. Changes in Control of Registrant
(a) On February 2, 1996, CO Acquisition Corporation, a Delaware
corporation ("Purchaser"), was merged (the "Merger") with and into Outlet
Communications, Inc., a Delaware corporation ("OCI"), pursuant to the
requirements of Section 251 and Section 228 of the General Corporation Law of
the State of Delaware (the "DGCL"). Purchaser was a direct wholly owned
subsidiary of National Broadcasting Company, Inc., a Delaware corporation
("NBC"), which is in turn an indirect wholly owned subsidiary of the General
Electric Company, a New York corporation ("GE"). OCI is the parent company of
Outlet Broadcasting, Inc., a Rhode Island corporation (the "Company"). At the
effective time of the Merger (the "Effective Time"), the separate corporate
existence of Purchaser terminated and OCI, as the surviving corporation in the
Merger (sometimes referred to herein as "Surviving OCI"), became a wholly owned
subsidiary of NBC. NBC holds all the outstanding voting securities of
Surviving OCI. Surviving OCI continues to own all the voting securities of the
Company.
The directors of Purchaser immediately prior to the Effective Time
are the initial directors of Surviving OCI after the Merger, each to hold
office in accordance with the Certificate of Incorporation and Bylaws of OCI,
and the officers of Purchaser immediately prior to the Effective Time are the
initial officers of Surviving OCI, in each case until their respective
successors are duly elected or appointed and qualified.
On February 2, 1996, OCI, as the sole stockholder of the Company,
amended and restated the by-laws of the Company in their entirety, removed all
the existing directors of the Company as of the Effective Time and elected
the following as directors of the Company, acting without a meeting pursuant to
Section 7-1.1-30.3 of the Business Corporation Act of the State of Rhode
Island: Robert C. Wright, Edward L. Scanlon, Warren Jenson and Richard Cotton.
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2
On February 2, 1996, the Board of Directors of the Company, acting
without a meeting pursuant to Section 7-1.1-39.1 of the Business Corporation
Act of the State of Rhode Island, unanimously removed the existing
officers of the Company as of the Effective Time and unanimously elected the
following to serve as officers of the Company to serve in the respective
offices set forth opposite their respective names:
Name Office
---- ------
John Rohrbeck President
Robert Finnerty Vice President
Warren Jenson Vice President &
Treasurer
Douglas E. Gealy Vice President - General
Manager, WCMH
Adam G. Polacek Vice President - General
Manager, WNCN
Linda Sullivan Vice President - General
Manager, WJAR
Arthur Angstreich Assistant Treasurer
Richard Cotton Secretary
Stephen Stander Assistant Secretary
Roberta Brackman Assistant Secretary
Joanne Schenk Assistant Secretary
Louis Libin Assistant Secretary
On August 2, 1995, upon the unanimous recommendation of the Board of
Directors of OCI, and in accordance with Delaware law, holders of 52.2% of the
outstanding shares of Class A common stock, par value $.01 per share, of OCI
(the "OCI Common Stock") executed written consents (the "Stockholder Consents")
approving and adopting the Agreement and Plan of Merger dated as of August 2,
1995, among NBC, Purchaser, and OCI (the "Merger Agreement") providing for the
Merger. Prior to executing such Stockholder Consents, such stockholders had
entered into Consent and Voting/Conditional Option Agreements (the "Option
Agreements") with NBC in connection with the Merger. The stockholders who
executed the Stockholder Consents and who entered into the Option Agreements
were: The Hartington Trust, by Kurt T. Borowsky as Trustee; The OCI Trust, by
Jeffrey R. Walsh as Trustee; Frank E. Richardson III; Hugh J. Byrnes; John D.
Howard; Manfred L. Steyn; and MBL Life Assurance Corporation, by Robert
Budwick, Executive Vice President. No additional approval of the Merger
Agreement by OCI's stockholders was required.
Under the Merger Agreement, each outstanding share of OCI Common
Stock (other than shares held in the treasury of OCI or by any direct or
indirect subsidiary of OCI, which shares shall be cancelled, and other than
shares, if any, held by stockholders who properly exercise appraisal rights
with respect to such shares in accordance with Section 262 of the DGCL) now
represents solely a right to receive $47.25 in cash, without interest thereon
(the "Merger Consideration"). As of the Effective Time, NBC deposited, or
caused to be deposited, with The Chase Manhattan Bank, N.A. (the "Paying
Agent"), for the benefit of holders of shares of OCI Common Stock, for payment
in accordance with the Merger Agreement, through the Paying Agent, cash in an
amount equal to the Merger Consideration multiplied by the number of shares of
OCI Common Stock outstanding immediately prior to the Effective Time.
The Merger Agreement also provides for cancellation, as of the
close of business on the day after the Effective Time, of each OCI employee
stock option or "Restricted Share" award (both referred to herein as the
"Option" or the "Options") that is outstanding immediately prior to the
Effective Time. The Option holders are entitled to receive from Surviving OCI,
immediately after the Effective Time, an amount in cash in cancellation of such
Option equal to the excess, if any, of the Merger Consideration over the per
share exercise price of such Option, multiplied by the number of shares of OCI
Common Stock to which the Option remains unexercised.
The Merger was subject to the approval of the Federal Communications
Commission (the "FCC") and the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"). On November 9, 1995, the FCC granted approval of the application for
the transfer of control of OCI, pursuant to a final order, dated January 8,
1996, that is not subject to judicial appeal or administrative review. On
August 29, 1995, OCI and NBC, respectively, received early termination of the
applicable waiting period under the HSR Act.
Approximately $322.5 million was required to purchase the shares of
OCI Common Stock pursuant to the Merger. Purchaser received the necessary
funds to purchase the shares of OCI Common Stock from NBC and GE. NBC and GE
obtained the required amount from their general corporate funds.
Pursuant to Section 1010 of the Indenture dated as of July 8, 1993
(the "Indenture") between the Company and Bankers Trust Company, as trustee
(the "Trustee"), the Company will mail a change of control notice within 30
calendar days of the Effective Time to each holder of the Company's 10-7/8%
Senior Subordinated Notes (the "Notes"), each holder of Senior Indebtedness (as
defined in the Indenture) and the Trustee relating to the Company's offer to
repurchase the Notes at a repurchase price equal to 101% of the aggregate
principal amount of the outstanding Notes plus accrued but unpaid interest
thereon.
On February 2, 1996, NBC and GE, on behalf of the Company, paid
$18,135,999.23 to Fleet National Bank ("Fleet") to satisfy fully and completely
the obligations and liabilities of OCI, as guarantor, and the Company, as
borrower, under the Credit and Guaranty Agreement dated as of June 28, 1993
among OCI, the Company and Fleet (the "OBI Credit Agreement"). The OBI Credit
Agreement was terminated on such date. NBC and GE obtained the amount required
to pay off the OBI Credit Agreement from their general corporate funds.
Exhibit (2) to this Current Report on Form 8-K is hereby
incorporated by reference in its entirety to this Item 1.
ITEM 7. Financial Statements and Exhibits
(2) Merger Agreement dated as of August 2, 1995, among National
Broadcasting Company, Inc., CO Acquisition Corporation and Outlet
Communications, Inc. (incorporated by reference to Exhibit (2)
to the Current Report on Form 8-K dated August 2, 1995 of Outlet
Broadcasting, Inc.).
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OUTLET BROADCASTING, INC.
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(Registrant)
Date: February 13, 1996 By /s/ Stephen Stander
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Stephen Stander
Assistant Secretary
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EXHIBIT INDEX
Page No.
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(2) Merger Agreement dated as of August 2, 1995,
among National Broadcasting Company, Inc., CO
Acquisition Corporation and Outlet
Communications, Inc. (incorporated by reference
to Exhibit (2) to the Current Report on Form 8-K
dated August 2, 1995 of Outlet Broadcasting,
Inc.)
