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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
____________________________
MICROLEAGUE MULTIMEDIA, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
59507T 10 0
(CUSIP Number)
____________________________
JODIE W. KING, ESQ.
THE HEARST CORPORATION
959 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 649-2103
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
___________________________
DECEMBER 31, 1997
(Date of Event which Requires Filing of this Statement)
_______________________________________________________________________________
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition 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. <square>
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.
*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
disclosures provided in a prior cover page.
The information required on 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).
_______________________________________________________________________________
<PAGE>
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CUSIP No. 59507T 10 0 13D
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARST COMMUNICATIONS, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (see Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF 892,418
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 992,418
PERSON WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,418
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3% (Based on a total of 6,102,183 shares of Common Stock
outstanding, on a fully diluted basis)
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
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CUSIP No. 59507T 10 0 13D
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HEARST MAGAZINES PROPERTY, INC.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (see Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
7. SOLE VOTING POWER
NUMBER OF 892,418
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 992,418
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,418
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3% (Based on a total of 6,102,183 shares of Common Stock
outstanding, on a fully diluted basis)
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
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CUSIP No. 59507T 10 0 13D
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HEARST CORPORATION
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (see Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
7. SOLE VOTING POWER
NUMBER OF 892,418
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 992,418
PERSON WITH
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,418
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3% (Based on a total of 6,102,183 shares of Common Stock
outstanding, on a fully diluted basis)
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE> Page 5 of 12
CUSIP No. 59507T 10 0 13D
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HEARST FAMILY TRUST
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO (see Item 3 below)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
7. SOLE VOTING POWER
NUMBER OF 892,418
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 992,418
PERSON WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
992,418
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3% (Based on a total of 6,102,183 shares of Common Stock
outstanding, on a fully diluted basis)
14. TYPE OF REPORTING PERSON
00
</TABLE>
<PAGE>
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SCHEDULE 13D
This Amendment No. 3, which relates to the common stock, par value $0.01
per share ("Common Stock"), and warrants for Common Stock (the "Warrants") of
Microleague Multimedia, Inc., a Pennsylvania corporation (the "Issuer"), and is
being filed jointly by Hearst Communications, Inc., a Delaware corporation
("HCI"), Hearst Magazines Property, Inc., a Nevada corporation ("HMPI"), The
Hearst Corporation, a Delaware corporation ("Hearst") and The Hearst Family
Trust (the "Trust", and together with HCI, HMPI and Hearst, the "Reporting
Persons"), supplements and amends the statement on Schedule 13D originally
filed with the Commission on June 16, 1997, as amended by Amendment No. 1 and
Amendment No. 2 filed with the Commission on June 25, 1997 (as amended, the
"Statement").
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) This Schedule 13D is being filed by Hearst Communications, Inc., a
Delaware corporation ("HCI"), Hearst Magazines Property, Inc., a Nevada
corporation ("HMPI"), The Hearst Corporation, a Delaware corporation
("Hearst"), and The Hearst Family Trust, a testamentary trust (the "Trust," and
together with HCI, HMPI and Hearst, the "Reporting Persons"). The agreement
between the Reporting Persons relating to the joint filing of this schedule is
attached as Exhibit 7.6 hereto.
Hearst and its various subsidiaries represent one of the world's largest
diversified communications companies, with interests in newspaper, magazine,
book, and business publishing, television and radio broadcasting, cable network
programming, newspaper features distribution, television production and
distribution, and new media activities. All of Hearst's issued and outstanding
common stock is owned by the Trust. The principal executive offices of Hearst
are located at 959 Eighth Avenue, New York, New York 10019. The address of the
Trust is 888 Seventh Avenue, New York, New York 10106.
HMPI is a Nevada corporation and a wholly-owned subsidiary of Hearst, and
is principally engaged in the licensing of intangible assets. HMPI's principal
offices are located at 2 Greenwich Plaza, Greenwich, Connecticut, 06830.
HCI is a Delaware corporation principally engaged in the communications
industry. HMPI owns one hundred percent (100%) of the HCI common stock
entitled to vote. The principal executive offices of HCI are located at 959
Eighth Avenue, New York, New York, 10019.
Schedule I hereto sets forth the name, business address and present
principal occupation or employment and address of any corporation or other
organization in which such employment is conducted, for each of Hearst's,
HMPI's and HCI's directors and executive officers and for the Trustees of the
Trust.
(d)-(e) During the last five years, none of the Reporting Persons, nor, to
the best knowledge of the Reporting Persons, any of the persons listed on
Schedule I hereto: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or
<PAGE>
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is subject to a judgment, decree or final order enjoining further violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Due to rounding, the actual number of shares of Common Stock of the Issuer
received in the merger by Hearst was 723,996 and the number of shares of Common
Stock of the Issuer acquired by Hearst was 168,422. On December 31, 1997, in
connection with an internal reorganization, Hearst contributed all of the
Issuer's Common Stock owned by Hearst to HCI.
ITEM 4. PURPOSE OF THE TRANSACTION.
On December 31, 1997, in connection with a Hearst internal corporate
reorganization, Hearst contributed all of the Common Stock of the Issuer held
by Hearst to HCI.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date of this filing, the Reporting Persons are the
record and beneficial owners of 892,418 shares of Common Stock of the Issuer
and have sole voting and dispositive power with respect to these shares. In
addition, the Reporting Persons are the record and beneficial owners of
Warrants immediately exercisable for 100,000 shares of Common Stock of the
Issuer. On a fully diluted basis, therefore, the Reporting Persons
beneficially own 992,418 shares, or approximately 16.3% of the outstanding
Common Stock of the Issuer.
(c) On June 6, 1997, the Reporting Persons received 723,996 shares of
Common Stock and Warrants for 100,000 shares of Common Stock of the Issuer in
exchange for the shares owned by Hearst of Kidsoft, in connection with a merger
between Kidsoft and the Issuer. In addition, Hearst acquired 168,422 shares of
Common Stock pursuant to a Stock Purchase Agreement, between Hearst and the
Issuer, dated June 6, 1997. Other than this merger and acquisition, the
Reporting Persons have not effected any transactions in Common Stock directly
or indirectly during the 60 days prior to the date of this Amendment No. 3.
(d) No one other than the Reporting Persons have the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from the
sale of, the 892,418 shares of Common Stock or Warrants for 100,000 shares of
Common Stock acquired by the Reporting Persons as described in Item 5(c).
(e) Not applicable.
<PAGE>
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.6 Joint Filing Agreement, dated January 8, 1998, between The
Hearst Corporation, Hearst Communications, Inc., Hearst
Magazines Property, Inc. and The Hearst Family Trust relating
to the filing of a joint statement on Schedule 13D.
<PAGE>
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SCHEDULE I
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF HEARST, HMPI AND HCI
Set forth in the table below is the name and the present principal occupation
or employment of each director and executive officer of Hearst, HMPI and HCI.
Unless otherwise indicated, each person identified below is employed by Hearst
or one of its wholly-owned subsidiaries. The principal business address of
Hearst and HCI and, unless otherwise indicated, each person identified below,
is 959 Eighth Avenue, New York, New York 10019. The principal business address
of HMPI is 2 Greenwich Plaza, Greenwich, Connecticut, 06830. The address of
the Trust is 888 Seventh Avenue, New York, New York, 10106. Trustees of the
Trust are identified by an asterisk.
<TABLE>
<CAPTION>
Present Office/Principal
Name Occupation Or Employment
____ ________________________
<S> <C>
HEARST
George R. Hearst, Jr.* Chairman of the Board, Chairman of Executive Committee,
Director
Frank A. Bennack, Jr.* President and Chief Executive Officer, Director
Gilbert C. Maurer* Executive Vice President and Chief Operating Officer,
Director
Victor F. Ganzi* Executive Vice President and Chief Financial Officer,
Director
John G. Conomikes* Vice President, Director
George B. Irish Vice President, Director
Raymond E. Joslin Vice President, Director
Cathleen P. Black Director; President: Hearst Magazines Division - Hearst
Communications, Inc.
Millicent H. Boudjakdji* Director
K. Robert Brink Director; Executive Vice President: Hearst Magazines
Division - Hearst Communications, Inc.
Amory J. Cooke Director; Vice President: Sunical Land & Livestock Division,
The Hearst Corporation(1)
Phoebe Hearst Cooke(2) Director
<PAGE>
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Richard E. Deems*(2) Director
Austin Hearst Director; Vice President: Hearst Entertainment Distribution
Division, Hearst Entertainment, Inc.(3)
John R. Hearst, Jr.* Director
Randolph A. Hearst* Director
William R. Hearst, III* Director; Partner: Kleiner, Perkins, Caufield & Byers(4)
Harvey L. Lipton*(2) Director
Terence G. Mansfield Director; Managing Director: The National Magazine Co.,
Ltd.(5)
Mark F. Miller* Director; Executive Vice President: Hearst Magazines
Division - Hearst Communications, Inc.
Raymond J. Petersen* Director; Executive Vice President: Hearst Magazines
Division - Hearst Communications, Inc.
Virginia H. Randt Director
James M. Asher Vice President, Chief Legal and Development Officer
Lee J. Guittar Vice President(6)
Thomas J. Hughes Vice President and Controller
Jodie W. King Vice President and Secretary
Edwin A. Lewis Vice President and Treasurer
Bruce L. Paisner Vice President(3)
Alfred C. Sikes Vice President
Jonathan E. Thackeray Vice President and General Counsel
HMPI
Frank A. Bennack, Jr.* Director
Gilbert C. Maurer* Director
Victor F. Ganzi* Director
Cathleen P. Black President
<PAGE>
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George J. Green Vice President
Mark F. Miller Vice President
HCI
George R. Hearst, Jr.* Director, Chairman of the Board and Chairman of the
Executive Committee
Frank A. Bennack, Jr.* President and Chief Executive Officer and Director
Gibert C. Maurer* Executive Vice President and Chief Operating Officer and
Director
Victor F. Ganzi* Executive Vice President and Chief Financial Officer and
Director
James M. Asher Vice President, Chief Legal and Development Officer
John G. Conomikes* Vice President
Robert J. Danzig Vice President
Lee J. Guittar Vice President
Thomas J. Hughes Vice President
George B. Irish Vice President
Raymond E. Joslin Vice President
Jodie W. King Vice President and Secretary
Edwin A. Lewis Vice President and Treasurer
Bruce L. Paisner Vice President
Alfred C. Sikes Vice President
Jonathan E. Thackeray Vice President
</TABLE>
________________________________
(1) #5 Third Street
200 Hearst Building
San Francisco, CA 94103
(2) Self-employed or retired
<PAGE>
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(3) 235 E. 45th Street
New York, NY 10017
(4) 2750 Sand Hill Road
Menlo Park, CA 94025
(5) National Magazine House
72 Broadwick Street
London, England NIV 2BP
(6) 110 Fifth Street
San Francisco, CA 94109
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 8, 1998
HEARST COMMUNICATIONS, INC.
By: /s/ Jodie W. King
____________________________
Name: Jodie W. King
Title: Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 8, 1998
HEARST MAGAZINES PROPERTY, INC.
By: /s/ George J. Green
____________________________
Name: George J. Green
Title: Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 8, 1998
THE HEARST CORPORATION
By: /s/ Jodie W. King
_____________________________
Name: Jodie W. King
Title: Vice President
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 8, 1998
THE HEARST FAMILY TRUST
By: /s/ Gilbert C. Maurer
____________________________
Name: Gilbert C. Maurer
Title: Trustee
<PAGE>
EXHIBIT 7.6
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by any of us will be, filed on behalf of each of us.
Dated: January 8, 1998
THE HEARST CORPORATION
By: /s/ Jodie W. King
____________________________
Name: Jodie W. King
Title: Vice President
HEARST MAGAZINES PROPERTY, INC.
By: /s/ George J. Green
___________________________
Name: George J. Green
Title: Vice President
HEARST COMMUNICATIONS, INC.
By: /s/ Jodie W. King
__________________________
Name: Jodie W. King
Title: Vice President
THE HEARST FAMILY TRUST
By: /s/ Gilbert C. Maurer
_________________________
Name: Gilbert C. Maurer
Title: Trustee
