PROVIDENCE JOURNAL CO
SC 13G/A, 1996-02-23
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                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                SCHEDULE 13G


                  Under the Securities Exchange Act of 1934

                             (Amendment No. 1)*

                       THE PROVIDENCE JOURNAL COMPANY
                              (Name of Issuer)

                    Class A Common Stock, $1.00 Par Value
                    Class B Common Stock, $1.00 Par Value
                      (Title of Classes of Securities)


                         Class A Common Stock 745999102
                       Class B Common Stock 745999110
                               (CUSIP Number)


Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing 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).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act,
but shall be subject to all other provisions of the Act (however, see the
Notes).



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CUSIP NO.  Class A Common Stock 745999102                            Page 2 of 5
           Class B Common Stock 745999110

1          NAME OF REPORTING PERSON
           S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                    Fiduciary Trust Company International (13-5069335)

2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
           (a)      [ ]
                    [ ]

3          SEC USE ONLY

4          CITIZENSHIP OR PLACE OF ORGANIZATION

                    New York State

                      5              SOLE VOTING POWER

                                            1,067 shares of Class A Common Stock
                                            36 shares of Class B Common Stock
       NUMBER
     OF SHARES        6              SHARED VOTING POWER
    BENEFICIALLY
      OWNED BY                              1427 shares of Class A Common Stock
        EACH                                3,088 shares of Class B Common Stock
      REPORTING        
       PERSON         7              SOLE DISPOSITIVE POWER
        WITH 
                                            1,383 shares of Class A Common Stock
                                            624 shares of Class B Common Stock

                      8              SHARED DISPOSITIVE POWER

                                            1111 shares of Class A Common Stock
                                            2500 shares of Class B Common Stock

9          AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                             2,494 shares of Class A Common Stock
                             3,124 shares of Class B Common Stock

10         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
           SHARES        [  ]

11         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                             6.5% of Class A Common Stock
                             6.7% of Class B Common Stock

12         TYPE OF REPORTING PERSON
                             BK



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Fiduciary Trust Company International                                Page 3 of 5
Schedule 13G



         Item 1


                  (a)      Name of Issuer:  The Providence Journal Company
                  
                  (b)      Address of Issuer's Principal Executive Offices:  75
                           Fountain Street, Providence, RI 02902
                  
         Item 2   
                  
                  (a)      Name of Person Filing:  Fiduciary Trust Company 
                           International
                  
                  (b)      Address of Principal Business Office or, if none, 
                           Residence:  Two World Trade Center, New York, NY  
                           10048
                  
                  (c)      Citizenship:  New York
                  
                  (d)      Title of Classes of Securities:  Class A Common 
                           Stock, $1.00 par value; Class B Common Stock, $1.00 
                           par value
                  
                  (e)      CUSIP Number: Class A Common Stock 745999102
                                         Class B Common Stock 745999110
                  
         Item 3   (b)      Bank as defined in Section 3(a)(6) of the Act
                  
         Item 4            Ownership
                  
                  (a)      Amount beneficially owned:  2,494 shares of Class A 
                           Common Stock and 3,124 shares of Class B Common Stock
                  
                  (b)      Percent of Class:  6.5% of Class A Common Stock and 
                           6.7% of  Class B Common Stock



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Fiduciary Trust Company International                                Page 4 of 5
Schedule 13G



                  (c)      Number of shares as to which reporting person has:
                  
                           (i)     sole power to vote or to direct the vote:  
                                   1,067 shares of Class A Common Stock and 36 
                                   shares of Class B Common Stock
                  
                           (ii)    shared power to vote or to direct the vote:  
                                   1,427 shares of Class A Common Stock and 
                                   3,088 shares of Class B Common Stock
                  
                           (iii)   sole power to dispose or to direct the 
                                   disposition: 1,383 shares of Class A Common 
                                   Stock and 624 shares of Class B Common Stock
                  
                           (iv)    shared power to dispose or to direct the 
                                   disposition: 1,111 shares of Class A Common 
                                   Stock and 2500 shares of Class B Common Stock

         Item 5            Ownership of Five Percent or Less of a Class:  Not 
                           Applicable

         Item 6            Ownership of More than Five Percent on Behalf of 
                           Another Person:  Not Applicable

         Item 7            Identification and Classification of the Subsidiary
                           Which Acquired the Security Being Reported on by 
                           the Parent Holding Company:  Not Applicable

         Item 8            Identification and Classification of Members of the 
                           Group:  Not Applicable

         Item 9            Notice of Dissolution of Group:  Not Applicable

         Item 10           Certification:  By signing below I certify that, to 
                           the best of my knowledge and belief, the securities 
                           referred to above were acquired in the ordinary 
                           course of business and were not acquired for the 
                           purpose of and do not have the effect of changing or
                           influencing the control of the issuer of such 
                           securities and were not acquired in connection with 
                           or as a participant in any transaction having such
                           purposes or effect.




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Fiduciary Trust Company International                                Page 5 of 5
Schedule 13G



         After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
                                        
                                        FIDUCIARY TRUST COMPANY INTERNATIONAL
                                        
                                        
                                        
Date:  2/22/96                          By:  /s/ Christopher Garvin
     -------------------                   -----------------------------------
                                             Christopher Garvin
                                             Title: Senior Vice President







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